Common use of CFIUS Clause in Contracts

CFIUS. (i) The Sellers and the Purchaser shall consult, cooperate and keep each other reasonably informed regarding communications with, and requests for additional information from, CFIUS with respect to the Transaction. The Sellers and the Purchaser shall use their respective reasonable best efforts to provide promptly all information that is pursuant to a request by CFIUS. (ii) Within 30 calendar days after the execution of this Agreement, any party wishing to submit a formal joint voluntary notice to CFIUS pursuant to 31 C.F.R. Section 800.401, et. seq. (“CFIUS Filing”) shall provide the other parties with written notice of its intent to make a CFIUS Filing (“Election Date”). Prior to making its election to submit a CFIUS Filing, the party wishing to make a CFIUS Filing shall consult in good faith with senior executives of the other parties. If neither of the Sellers nor the Purchaser provide notice to submit a formal joint voluntary notice to CFIUS, a CFIUS Filing will not be made unless requested by CFIUS. (iii) If any one or more of the parties elects to make a CFIUS Filing following the procedures and consultations in Clause 4.2.3(ii) or if CFIUS requires a filing, then: (a) the Sellers and the Purchaser shall use their respective reasonable best efforts to submit a draft CFIUS Filing no later than 15 Business Days following the Election Date, and a final CFIUS Filing the earlier of (1) five Business Days after submitting the draft CFIUS filing or (2) five calendar days after the receipt of any comments from CFIUS staff regarding the draft CFIUS Filing; (b) the Sellers and the Purchaser will provide each other with the reasonable opportunity to review and comment on any information provided to CFIUS to the extent permitted by Applicable Law, with the exception of personal identifier information required under Section 800.402(c)(6)(vi)(B) of the CFIUS regulations, 31 C.F.R. competitively sensitive information, or information not related to the transactions contemplated by this Agreement, may be restricted to each party’s external counsel to the extent reasonably considered necessary or advisable by the providing party; (c) the Sellers and the Purchaser shall each have an opportunity to approve and mutually agree on the joint contents of the CFIUS Filing and shall be jointly responsible for the accuracy of such contents. The Sellers and the Purchaser respectively, shall each be responsible for the accuracy of contents of the CFIUS Filing that exclusively relate to itself, its business, and any subsidiaries, parents or other related parties; and (d) the Sellers and the Purchaser shall use their respective reasonable best efforts to obtain CFIUS Approval as promptly as practicable and shall consult with each other on strategic matters related to obtaining such CFIUS Approval, provided that the Purchaser shall have no obligation to agree to any mitigation or other restrictive provision that could reasonably be considered to have a substantial impact on either of the Contributed Business or the Purchaser.

CFIUS. (i) The Sellers Each of Xxxxx and the Purchaser shall consult, cooperate and keep each other Xxxxxx agrees to submit as promptly as reasonably informed regarding communications withpracticable, and requests for additional information from, CFIUS with respect to the Transaction. The Sellers and the Purchaser shall use their respective reasonable best efforts to provide promptly all information that is pursuant to a request by CFIUS. in no event more than twenty (ii20) Within 30 calendar days after Business Days following the execution of this Agreement, any party wishing to submit a formal draft joint voluntary notice to CFIUS pursuant to 31 C.F.R. Section 800.401§ 800.501(g) with respect to the Transactions, etand, as promptly as reasonably practicable after addressing any comments received from CFIUS concerning the draft notice, submit a joint notice to CFIUS pursuant to 31 C.F.R. § 800.501(a) (a “Notice”) with respect to the Transaction; provided, however, that Buyer shall be responsible for paying all filing fees in connection with the submission of such Notice. seq. Each of the Parties shall respond to any request for information from CFIUS in the timeframe set forth in 31 C.F.R. Part 800 (“CFIUS FilingRegulations”); provided, further, that (i) shall Buyer or Seller, after consultation with each other, may request in good faith an extension of time pursuant to 31 C.F.R. § 800.504(a)(3) to respond to CFIUS requests for follow-up information and (ii) under no circumstance may a Party request any extension that would reasonably be expected to cause CFIUS to reject the Notice filed by the Parties for failure to provide the requested information. In connection with any CFIUS review or investigation and without limiting the other parties provisions of this Section 6.3(b), Buyer and Seller shall (x) cooperate in all respects and consult with written notice each other in connection with the preparation and consideration of the Notice, including by allowing the other Party to have an opportunity to review in advance and comment on drafts of filings and submissions, subject to redactions for business confidential information, and (y) promptly inform the other Parties of any substantive communication made to, or received by such Party from, CFIUS (including members of its intent to make a staff) regarding the CFIUS Filing (“Election Date”)Approval or Notice contemplated by this Agreement, excluding any confidential or competitively sensitive information included in such communication. Prior to making communicating substantively with CFIUS (including members of its election to submit a CFIUS Filingstaff), the party wishing to make a CFIUS Filing whether or not in writing, each Party shall consult in good faith with senior executives of permit counsel for the other parties. If neither of the Sellers nor the Purchaser provide notice to submit Parties a formal joint voluntary notice to CFIUS, a CFIUS Filing will not be made unless requested by CFIUS. (iii) If any one or more of the parties elects to make a CFIUS Filing following the procedures and consultations in Clause 4.2.3(ii) or if CFIUS requires a filing, then: (a) the Sellers and the Purchaser shall use their respective reasonable best efforts to submit a draft CFIUS Filing no later than 15 Business Days following the Election Date, and a final CFIUS Filing the earlier of (1) five Business Days after submitting the draft CFIUS filing or (2) five calendar days after the receipt of any comments from CFIUS staff regarding the draft CFIUS Filing; (b) the Sellers and the Purchaser will provide each other with the reasonable opportunity to review and comment on provide comments thereon, and consider in good faith the views of the other Parties in connection with, any information provided such substantive communication; provided, that such communications are not requested by CFIUS to be kept confidential. Each Party agrees not to (and agrees to cause its Affiliates not to) participate in any substantive meeting or discussion, either in person, virtually, or by telephone, with CFIUS (including members of its staff) in connection with the Notice contemplated by this Agreement unless, to the extent permitted not prohibited by Applicable LawCFIUS, it consults with the exception of personal identifier information required under Section 800.402(c)(6)(vi)(B) of other Parties in advance and gives the CFIUS regulations, 31 C.F.R. competitively sensitive information, or information not related to other Parties the transactions contemplated by this Agreement, may be restricted to each party’s external counsel to the extent reasonably considered necessary or advisable by the providing party; (c) the Sellers and the Purchaser shall each have an opportunity to approve attend and mutually agree on the joint contents of the CFIUS Filing and shall be jointly responsible for the accuracy of such contents. The Sellers and the Purchaser respectively, shall each be responsible for the accuracy of contents of the CFIUS Filing that exclusively relate to itself, its business, and any subsidiaries, parents or other related parties; and (d) the Sellers and the Purchaser shall use their respective reasonable best efforts to obtain CFIUS Approval as promptly as practicable and shall consult with each other on strategic matters related to obtaining such CFIUS Approval, provided that the Purchaser shall have no obligation to agree to any mitigation or other restrictive provision that could reasonably be considered to have a substantial impact on either of the Contributed Business or the Purchaserparticipate.

CFIUS. (i) The Sellers Seller and the Purchaser shall consult, cooperate and keep each other reasonably informed regarding communications with, and requests for additional information from, CFIUS with respect to the Transaction. The Sellers Seller and the Purchaser shall use their respective reasonable best efforts to provide promptly all information that is pursuant to a request by CFIUS. (ii) Within 30 calendar days after the execution of this Agreement, any party wishing to submit a formal joint voluntary notice to CFIUS pursuant to 31 C.F.R. Section 800.401, et. seq. (“CFIUS Filing”) shall provide the other parties party with written notice of its intent to make a CFIUS Filing (“Election Date”). Prior to making its election to submit a CFIUS Filing, the party wishing to make a CFIUS Filing shall consult in good faith with senior executives of the other partiesparty. If neither of the Sellers Seller nor the Purchaser provide provides notice to submit a formal joint voluntary notice to CFIUS, a CFIUS Filing will not be made unless requested by CFIUS. (iii) If any one either the Seller or more of the parties Purchaser elects to make a CFIUS Filing following the procedures and consultations in Clause 4.2.3(ii) or if CFIUS requires a filing, then: (a) the Sellers Seller and the Purchaser shall use their respective reasonable best efforts to submit a draft CFIUS Filing no later than 15 Business Days following the Election Date, and a final CFIUS Filing the earlier of (1) five Business Days business days after submitting the draft CFIUS filing or (2) five calendar days after the receipt of any comments from CFIUS staff regarding the draft CFIUS Filing;. (b) the Sellers Seller and the Purchaser will provide each other with the reasonable opportunity to review and comment on any information provided to CFIUS to the extent permitted by Applicable Law, with the exception of personal identifier information required under Section 800.402(c)(6)(vi)(B) of the CFIUS regulations, 31 C.F.R. competitively C.F.R.. Competitively sensitive information, or information not related to the transactions contemplated by this Agreement, may be restricted to each party’s external counsel to the extent reasonably considered necessary or advisable by the providing party; (c) the Sellers Seller and the Purchaser shall each have an opportunity to approve and mutually agree on the joint contents of the CFIUS Filing and shall be jointly responsible for the accuracy of such contents. The Sellers Seller and the Purchaser respectively, shall each be responsible for the accuracy of contents of the CFIUS Filing that exclusively relate to itself, its business, and any subsidiaries, parents or other related parties; and (d) the Sellers Seller and the Purchaser shall use their respective reasonable best efforts to obtain CFIUS Approval as promptly as practicable and shall consult with each other on strategic matters related to obtaining such CFIUS Approval, provided that the Purchaser shall have no obligation to agree to any mitigation or other restrictive provision that could reasonably be considered to have a substantial impact on either of the Contributed Business or the Purchaser.

CFIUS. (i) The Sellers and the Purchaser shall consult, cooperate and keep each other reasonably informed regarding communications withParties shall, and requests for additional information from, CFIUS with respect to the Transaction. The Sellers and the Purchaser shall use cause their respective Affiliates to, use reasonable best efforts to provide promptly all information that is pursuant to a request by CFIUSobtain CFIUS Clearance. Such reasonable best efforts shall include the actions set forth in this Section 6.18. (ii) Within 30 calendar days after the execution of this Agreement, any party wishing to submit a formal joint voluntary notice to CFIUS pursuant to 31 C.F.R. Section 800.401, et. seq. (“CFIUS Filing”) shall provide the other parties with written notice of its intent to make a CFIUS Filing (“Election Date”). Prior to making its election to submit a CFIUS Filing, the party wishing to make a CFIUS Filing shall consult in good faith with senior executives of the other parties. If neither of the Sellers nor the Purchaser provide notice to submit a formal joint voluntary notice to CFIUS, a CFIUS Filing will not be made unless requested by CFIUS. (iii) If any one or more of the parties elects to make a CFIUS Filing following the procedures and consultations in Clause 4.2.3(ii) or if CFIUS requires a filing, then: (a) the Sellers and the Purchaser The Parties shall use their respective reasonable best efforts submit to submit CFIUS a draft CFIUS Filing Notice as soon as practicable following the date hereof, but in no event later than 15 two (2) Business Days following the Election Date, and a final CFIUS Filing the earlier of (1) five Business Days after submitting the draft CFIUS filing or (2) five calendar days after the receipt of any comments from CFIUS staff regarding the draft CFIUS Filing;date hereof. (b) The Parties shall promptly prepare a definitive CFIUS Notice that addresses all questions and comments received from CFIUS relating to the Sellers and draft CFIUS Notice. The Parties shall submit the Purchaser will provide each other with the reasonable opportunity to review and comment on any information provided definitive CFIUS Notice to CFIUS to promptly after the extent permitted date on which they receive questions and comments on the draft CFIUS Notice or an indication that CFIUS has no questions or comments, and in no event later than five (5) Business Days following that date. The Parties shall promptly address any further questions and comments raised by Applicable Law, with the exception of personal identifier information required under Section 800.402(c)(6)(vi)(B) of CFIUS concerning the CFIUS regulations, Notice following its submission. The filing fee required by 31 C.F.R. competitively sensitive information, § 800.1101 on or information not related to before the date on which the Parties submit the definitive CFIUS Notice shall be borne equally between Buyer and Seller. (c) During the course of a CFIUS review or investigation of the transactions contemplated by this Agreement, may be restricted to each party’s external counsel to the extent reasonably considered necessary Party shall provide any information requested by CFIUS or advisable by the providing party; (c) the Sellers and the Purchaser shall each have an opportunity to approve and mutually agree on the joint contents any other agency or branch of the CFIUS Filing and shall be jointly responsible for U.S. government in connection with the accuracy of such contents. The Sellers and the Purchaser respectively, shall each be responsible for the accuracy of contents review or investigation of the transactions contemplated by this Agreement, within the time period specified by 31 C.F.R. § 800.504(a)(4), or otherwise specified by CFIUS Filing that exclusively relate to itself, its business, and any subsidiaries, parents or other related parties; andstaff. (d) Each Party shall, in connection with the Sellers and the Purchaser shall use their respective reasonable best efforts to obtain the CFIUS Approval as Clearance, (i) cooperate in all respects and consult with the other Party in connection with the CFIUS Notice, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly as practicable inform the other Party of any communication with CFIUS and shall promptly provide copies to the other Party of any such written communications, except for personal identifying information required by 31 C.F.R. § 800.502(c)(5)(vi); and (iii) permit the other Party to review in advance any communication that it gives to, and consult with each other in advance of any meeting, telephone call or conference with CFIUS, and to the extent not prohibited by CFIUS, give the other Party the opportunity to attend and participate in any telephonic conferences or in-person meetings with CFIUS, in each case of (i)-(iii), subject to confidentiality considerations contemplated by the DPA, required by CFIUS, or otherwise agreed upon by the Parties to be restricted to outside counsel only. (e) Such reasonable best efforts shall also include taking or causing to be taken all action necessary to obtain the CFIUS Clearance so as to enable the consummation of the transactions contemplated by this Agreement, including entering into a mitigation agreement, letter of assurance, national security agreement, proxy agreement, trust agreement or other similar arrangement or agreement in relation to the business and assets of Buyer, the Affiliates of Buyer or the Acquired Entity, or otherwise divesting or agreeing to divest assets, with mitigation and related terms and conditions that are required by CFIUS or the President (if under Presidential review) for such arrangements or agreements, in each case, that is commercially reasonable; provided, however, that: (i) the Buyer, the Affiliates of Buyer or the Acquired Entity shall not be required to take or cause to be taken or agree to take any action in connection with this Agreement or any transactions contemplated by this Agreement unless such action would be conditioned upon or occur subsequent to the Closing, (ii) without the prior written approval of Buyer, Seller shall cause the Acquired Entity not to take or agree to take any of the foregoing actions in connection with the transactions contemplated by this Agreement, and (iii) none of the foregoing actions would result in a material adverse effect on strategic matters related Buyer or its Affiliates. Notwithstanding anything to obtaining such the contrary in this Agreement, Seller and its Controlled Affiliates (including the Acquired Entity) are under no circumstances required to take or commit to take any action that would conflict with, violate or result in a breach of or termination right or default under any credit agreement or the documentation governing any other Indebtedness. (f) The Parties also agree that if CFIUS Approval, provided suggests or requests that the Purchaser Parties withdraw and resubmit the CFIUS Notice submitted to CFIUS, the Parties shall cooperate in withdrawing and resubmitting the CFIUS Notice. (g) Notwithstanding anything to the contrary contained in this Agreement, in the event of a CFIUS Turndown, no Party shall have no any further obligation to agree seek CFIUS Clearance. (h) No Party shall take or cause any of its Affiliates to take, any mitigation or other restrictive provision action that could would reasonably be considered expected to have a substantial impact on either prevent, materially delay or materially impede the receipt of the Contributed Business or the PurchaserCFIUS Clearance.

CFIUS. (ia) The Sellers and the Purchaser shall consult, cooperate and keep each other reasonably informed regarding communications with, and requests for additional information from, CFIUS with respect to the Transaction. The Sellers and the Purchaser parties shall use their respective reasonable best efforts to provide promptly jointly prepare all information that is pursuant necessary to complete for Buyer to submit or cause to be submitted to CFIUS: (i) promptly as practicable after the date hereof, a request by CFIUS. draft of the CFIUS Notice; and (ii) Within 30 calendar days promptly after responding to any comments (either written or oral) from the execution CFIUS staff on the draft of this Agreementthe CFIUS Notice (or as soon as possible after CFIUS staff confirms it has no comments to the draft of the CFIUS Notice), any party wishing to submit a formal joint voluntary notice CFIUS Notice. Buyer and Parent shall each promptly provide all necessary information within their respective control to CFIUS pursuant allow Buyer to 31 C.F.R. Section 800.401, et. seq. (“CFIUS Filing”) shall provide complete the other parties with written notice of its intent to make a CFIUS Filing (“Election Date”). Prior to making its election to submit a CFIUS Filing, the party wishing to make a CFIUS Filing shall consult in good faith with senior executives draft and formal versions of the other parties. If neither of the Sellers nor the Purchaser provide notice to submit a formal joint voluntary notice to CFIUS, a CFIUS Filing will not be made unless requested by CFIUSNotice. (iii) If any one or more of the parties elects to make a CFIUS Filing following the procedures and consultations in Clause 4.2.3(ii) or if CFIUS requires a filing, then: (a) the Sellers and the Purchaser shall use their respective reasonable best efforts to submit a draft CFIUS Filing no later than 15 Business Days following the Election Date, and a final CFIUS Filing the earlier of (1) five Business Days after submitting the draft CFIUS filing or (2) five calendar days after the receipt of any comments from CFIUS staff regarding the draft CFIUS Filing; (b) Buyer shall take the Sellers lead in the drafting of the CFIUS Notice; provided that no version of the CFIUS Notice shall be submitted to CFIUS without the mutual written consent of the Parent and Buyer communicated through their respective counsel. Following submission of the Purchaser will CFIUS Notice, each of the Parent and Buyer shall cooperate (to the extent permitted by Laws) and provide each CFIUS with any additional or supplemental information requested by CFIUS regarding such party during the CFIUS review process as promptly as practicable, and in all cases within the amount of time allowed by CFIUS. No party shall communicate with any Governmental Authority in respect of any such filings, investigation or other with inquiry without giving the reasonable other party sufficient prior notice of such communication and, to the extent permitted by such Governmental Authority, the opportunity to review and comment on any proposed written communication (subject to the terms of Section 5.3(c)) and, with respect to any oral communication, to attend and/or participate in such conversation or meeting. Each of Buyer and Parent may designate any non-public information provided to CFIUS to the extent permitted by Applicable Law, as restricted or make any redactions consistent with the exception of personal identifier information required under Section 800.402(c)(6)(vi)(B) of the CFIUS regulations, 31 C.F.R. competitively sensitive information, or information not related to the transactions contemplated by 5.3(c). Notwithstanding any other provision in this Agreement, may be restricted Buyer shall have no obligation to each party’s external counsel to share with the extent reasonably considered necessary or advisable by the providing party;Parent any personal identifier information, as such term is defined under 31 C.F.R. § 800.402. (c) the Sellers The Buyer and the Purchaser shall Parent, in cooperation with each have an opportunity to approve and mutually agree on the joint contents of the CFIUS Filing and shall be jointly responsible for the accuracy of such contents. The Sellers and the Purchaser respectivelyother, shall each be responsible for the accuracy of contents of the CFIUS Filing that exclusively relate to itself, its business, and any subsidiaries, parents or other related parties; and (d) the Sellers and the Purchaser shall use their respective reasonable best efforts to obtain CFIUS Approval as promptly as practicable and shall consult with each other on strategic matters related to obtaining such the CFIUS Approval, provided that and without limiting the Purchaser foregoing, the parties shall have no obligation to consider and take all such commercially reasonable actions and agree to such commercially reasonable requirements or conditions to mitigate any national security concerns as may be requested or required by CFIUS in connection with, or as a condition of, the CFIUS Approval; provided, however, that no party shall be obligated to propose or accept any mitigation or other restrictive provision compromise to secure CFIUS Approval that could reasonably would materially adversely impact the value of this Agreement to the party or would restrict the Buyer’s business after closing this Agreement. In the event that CFIUS informs the parties that it has a national security concern that cannot be considered to have a substantial impact on either resolved with the period of the Contributed Business 30-day review or the Purchaser45-day investigation period, Buyer shall have the option, with the consent of CFIUS, to withdraw the notice and abandon the transaction (in which case there will be no CFIUS Approval) or to withdraw the notice and refile the CFIUS Notice.

CFIUS. (ia) The Sellers Pursuant to this Section 6.19 and in accordance with the DPA, at the election of Buyer, and unless Xxxxx notifies the Company otherwise, or upon the request of CFIUS, the Sellers, the Company, and the Purchaser Buyer shall consult, cooperate and keep each other reasonably informed regarding communications with, and requests for additional information from, CFIUS with respect submit or cause to the Transaction. The Sellers and the Purchaser shall use their respective reasonable best efforts to provide promptly all information that is pursuant to a request by CFIUS. (ii) Within 30 calendar days after the execution of this Agreement, any party wishing to submit a formal joint voluntary notice be submitted to CFIUS pursuant to 31 C.F.R. Section 800.401, et. seq. a joint declaration or notice (“CFIUS Filing”) with respect to the Transactions as promptly as practicable, but in no event later than sixty (60) Days after the date of this Agreement. The Sellers, Company, and/or the Buyer shall provide the other parties with written notice of its intent to make a CFIUS Filing (“Election Date”). Prior to making its election to prepare and submit a draft CFIUS Filing, and then work diligently to promptly finalize and file a final CFIUS Filing addressing any comments or questions received from CFIUS on the party wishing draft CFIUS Filing. The Parties shall, and shall cause their respective Affiliates, to make assist with and provide any information and documents need for the preparation of the CFIUS filing and to provide CFIUS with any additional or supplemental information requested by CFIUS during its assessment, (and, if applicable) review, (and, if applicable, investigation) process within three (3) Business Days (in the case of a CFIUS Filing Notice) and within two (2) Business Days (in the case of a CFIUS Declaration) or by the deadline stated in the inquiry from CFIUS, unless an extension is granted in writing by CFIUS. In the case of filing of a CFIUS Notice with respect to the Transactions, the filing fee paid to CFIUS shall consult be at Xxxxx’s expense. (b) The Parties shall, and shall cause their respective Affiliates to cooperate in good faith with senior executives to: (i) promptly inform each other Party, or its counsel, upon receipt of any substantive communication received by such Party from, or given by such Party to CFIUS regarding any such filing, submission, proceeding or the Transactions; (ii) permit each other parties. If neither Party or its counsel to review and discuss reasonably in advance, and consider in good faith the views of the Sellers nor the Purchaser provide notice each other Party or its counsel in connection with, any proposed substantive communication to submit a formal joint voluntary notice be given by it to CFIUS, a (iii) give each other Party or its counsel reasonable advance notice of any in-person meeting, and any conference call that is initiated by such Party or scheduled in advance with CFIUS Filing will or such private party, and not be made unless requested by CFIUSparticipate independently therein without first giving each other Party or its counsel reasonable opportunity to attend and participate therein or, in the event such other Party or its counsel does not attend or participate therein, consulting with such other Party or its counsel reasonably in advance and considering in good faith the views of such other Party or its counsel in connection therewith. (iiic) If any one or more of the parties elects to make a CFIUS Filing following the procedures and consultations The Parties, in Clause 4.2.3(ii) or if CFIUS requires a filingcooperation with each other, then: (a) the Sellers and the Purchaser shall use their respective reasonable best efforts to submit take all such actions within their respective powers to obtain the CFIUS Approval, and, without limiting the foregoing, the Parties shall, after reasonable negotiation efforts, agree to such requirements or conditions to mitigate any national security concerns as may be requested or required by CFIUS in connection with, or as a draft condition of, the CFIUS Filing no later than 15 Business Days following the Election DateApproval, and including entering into a final CFIUS Filing the earlier mitigation agreement, letter of assurance, or national security agreement, but provided: (1) five Business Days after submitting the draft CFIUS filing or (2) five calendar days after the receipt of any comments from CFIUS staff regarding the draft CFIUS Filing; (b) the Sellers and the Purchaser will provide each other with the reasonable opportunity to review and comment on any information provided to CFIUS to the extent permitted by Applicable Law, with the exception of personal identifier information required under Section 800.402(c)(6)(vi)(B) of the CFIUS regulations, 31 C.F.R. competitively sensitive information, or information not related to the transactions contemplated by this Agreement, may be restricted to each party’s external counsel to the extent reasonably considered necessary or advisable by the providing party; (c) the Sellers and the Purchaser shall each have an opportunity to approve and mutually agree on the joint contents of the CFIUS Filing and shall be jointly responsible for the accuracy of such contents. The Sellers and the Purchaser respectively, shall each be responsible for the accuracy of contents of the CFIUS Filing that exclusively relate to itself, its business, and any subsidiaries, parents or other related parties; and (d) the Sellers and the Purchaser shall use their respective reasonable best efforts to obtain CFIUS Approval as promptly as practicable and shall consult with each other on strategic matters related to obtaining such CFIUS Approval, provided that the Purchaser Parties shall have no obligation to agree (A) propose, negotiate, commit to any mitigation or effect, by consent decree, hold separate order, agreement or otherwise, the sale, transfer, license, divestiture or other restrictive provision that could disposition of, any of the businesses, product lines or assets of Buyer or any of its Affiliates or of the Sellers, (B) terminate existing, or create new, relationships, contractual rights or obligations of Buyer or its Affiliates, (C) effect any other change or restructuring of Buyer or its Affiliates, or (D) otherwise take or commit to take any actions reasonably be considered expected to have a substantial impact material adverse effect on either the operation of the Contributed Business business of the Sellers or that interfere with Buyer’s ability to control the PurchaserCompany or Buyer’s ability to direct the management and policies of the business of the Company in any material respect; and (2) the Company and the Sellers shall not take or agree to take any of the foregoing actions without the prior written consent of Xxxxx.

CFIUS. (i) The Sellers and the Purchaser Each Party shall consult, cooperate and keep each other reasonably informed regarding communications with, and requests for additional information from, CFIUS with respect to the Transaction. The Sellers and the Purchaser shall use their respective reasonable best efforts to provide do, or cause to be done, all things necessary to obtain CFIUS Approval. Such reasonable best efforts shall include: (A) as promptly all information that is pursuant to a request by CFIUS. (ii) Within 30 calendar days as practicable after the execution date of this Agreement, any party wishing but in no event later than twenty (20) Business Days from the Agreement Date (or such other date as the parties may mutually agree), preparing and filing, or causing to submit be filed, a formal joint voluntary notice draft CFIUS Notice, (B) as promptly as practicable after the resolution of all questions and comments received from CFIUS staff on the draft CFIUS Notice (or receipt of confirmation that the CFIUS staff have no such questions or comments), submitting the final CFIUS Notice to CFIUS pursuant to 31 C.F.R. Section 800.401Part 800 Subpart E; (C) providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review, et. seq. or investigation of the Transactions, within the time periods specified in the applicable regulations or otherwise specified by CFIUS staff; and (“D) ensuring that any information furnished pursuant to the foregoing clauses (A) through (C) is true, correct and complete in all material respects. (ii) Without limiting the generality of the foregoing, each Party shall, in connection with the efforts to obtain the CFIUS Filing”Approval, (A) shall provide cooperate in all respects and consult with each other in connection with the CFIUS Notice, including by allowing the other Parties a reasonable opportunity to review in advance and comment on drafts of filings and submissions and consider in good faith, the views of the other parties with in connection with, any proposed written notice of its intent communication to make a CFIUS Filing (“Election Date”). Prior pertaining to making its election to submit a CFIUS Filing, the party wishing to make a CFIUS Filing shall consult in good faith with senior executives substance of the CFIUS Notice or matters related to the CFIUS process; (B) promptly inform the other parties. If neither Parties of the Sellers nor the Purchaser provide notice to submit a formal joint voluntary notice to any communication received by such Parties from, or given by such Parties to, CFIUS, a by promptly providing copies to the other Parties of any such written communications, except for any exhibits to such communications providing personal identifying information and subject to redactions to preserve business confidential information; and (C) permit the other Parties to review in advance any communication that it gives to, and consult with one other in advance of any meeting, telephone call or conference with CFIUS, and to the extent not prohibited by CFIUS, give the other Parties the opportunity to attend and participate in any telephonic conferences or in-person meetings with CFIUS, in each of clauses (A), (B) and (C) of this Section 6.3(b)(ii) subject to confidentiality considerations contemplated by the CFIUS Filing will not be made unless requested Statute or required by CFIUS. (iii) If Notwithstanding any one or more other provision of the parties elects to make a CFIUS Filing following the procedures and consultations in Clause 4.2.3(ii) or this Agreement, if CFIUS notifies the Parties in writing that CFIUS (i) has completed its review or investigation or has determined that it requires a filing, then: (a) the Sellers and the Purchaser shall use their respective reasonable best efforts to submit a draft CFIUS Filing no later than 15 Business Days following the Election Date, and a final CFIUS Filing the earlier of (1) five Business Days after submitting the draft CFIUS filing or (2) five calendar days after the receipt of any comments from CFIUS staff regarding the draft CFIUS Filing; (b) the Sellers and the Purchaser will provide each other with the reasonable opportunity more time to review or investigate; and comment on any information provided (ii) intends to CFIUS send a report to the extent permitted by Applicable Law, with President recommending that the exception of personal identifier information required under Section 800.402(c)(6)(vi)(B) of the CFIUS regulations, 31 C.F.R. competitively sensitive information, President act to suspend or information not related to prohibit the transactions contemplated by this AgreementAgreement (a “CFIUS Turndown”), none of the Parties shall have any further obligation to seek CFIUS Approval, and any party may be restricted to each party’s external counsel to the extent reasonably considered necessary or advisable by the providing party; (c) the Sellers and the Purchaser shall each have an opportunity to approve and mutually agree on the joint contents in its discretion request withdrawal of the CFIUS Filing and Notice; provided that this right shall not be jointly responsible for the accuracy available to any Party whose material breach of such contents. The Sellers and the Purchaser respectivelyany provision of this Agreement resulted in, shall each be responsible for the accuracy of contents of the CFIUS Filing that exclusively relate to itselfor was a principal cause of, its business, and any subsidiaries, parents or other related parties; and (d) the Sellers and the Purchaser shall use their respective reasonable best efforts to obtain CFIUS Approval as promptly as practicable and shall consult with each other on strategic matters related to obtaining such CFIUS Approval, provided that the Purchaser shall have no obligation to agree to any mitigation or other restrictive provision that could reasonably be considered to have a substantial impact on either of the Contributed Business or the PurchaserTurndown.

CFIUS. (ia) The Sellers Notwithstanding the obligations set forth in Section 5.1 or anything else in this Agreement, the SBG Shareholder and the Purchaser Tempus Shareholder (and their respective Affiliates, if applicable) shall consult, cooperate and keep each other reasonably informed regarding communications with, and requests for additional information from, CFIUS with respect to the Transaction. The Sellers and the Purchaser shall use undertake their respective reasonable best efforts to provide promptly all information that is prepare and submit promptly, but in any event not later than [***] Days after the Effective Date (or such other date as may be mutually agreed between the Initial Shareholders), a declaration to CFIUS (“CFIUS Declaration”) pursuant to the DPA with respect to the Initial Shareholders’ participation in the transactions contemplated under this Agreement. If CFIUS requests, pursuant to the DPA, that the SBG Shareholder and the Tempus Shareholder file a written notice regarding the transactions contemplated under this Agreement, or if the CFIUS Clearance has not been obtained at the conclusion of the CFIUS Declaration’s assessment period, the SBG Shareholder and the Tempus Shareholder agree to prepare and submit a draft joint voluntary notice (“CFIUS Notice”) within [***] Days of the conclusion of the CFIUS Declaration’s assessment period. Each Initial Shareholder shall promptly respond to any CFIUS request by CFIUSfor information and/or documents with respect to such draft notice and/or the transactions contemplated thereby. As promptly as practicable following the receipt of notification from CFIUS that it has concluded its review of the draft notice, the SBG Shareholder and the Tempus Shareholder will jointly file with CFIUS a voluntary notice under the DPA. (iib) Within 30 calendar days after Notwithstanding the execution of obligations set forth in Section 5.1 or anything else in this Agreement, any party wishing to submit a formal joint voluntary notice to CFIUS pursuant to 31 C.F.R. Section 800.401each of the SBG Shareholder and the Tempus Shareholder (and their respective Affiliates, et. seq. (“CFIUS Filing”if applicable) shall provide the other parties with written notice of cooperate and undertake its intent to make a CFIUS Filing (“Election Date”). Prior to making its election to submit a CFIUS Filing, the party wishing to make a CFIUS Filing shall consult in good faith with senior executives of the other parties. If neither of the Sellers nor the Purchaser provide notice to submit a formal joint voluntary notice to CFIUS, a CFIUS Filing will not be made unless requested by CFIUS. (iii) If any one or more of the parties elects to make a CFIUS Filing following the procedures and consultations in Clause 4.2.3(ii) or if CFIUS requires a filing, then: (a) the Sellers and the Purchaser shall use their respective reasonable best efforts to submit a draft (i) as promptly as practicable respond to any CFIUS Filing no later than 15 Business Days following request for information and/or documents with respect to such filings and/or the Election Datetransactions contemplated hereby, and a final respond to CFIUS Filing question sets within the earlier prescribed period for response, or within such longer period of time permitted by CFIUS; (1ii) five Business Days after submitting permit each other to review any material communication by the draft CFIUS filing or other (2) five calendar days after subject to appropriate redactions to maintain the receipt confidentiality of business information as mutually agreed to by the parties), and consult with the other in advance of any comments from CFIUS staff regarding the draft CFIUS Filing; (b) the Sellers and the Purchaser will provide each other planned meeting or conference, with the reasonable opportunity to review and comment on any information provided to CFIUS CFIUS, and, to the extent permitted by Applicable LawCFIUS, with grant each other the exception of personal identifier information required under Section 800.402(c)(6)(vi)(Bopportunity to attend and participate in any such planned meeting or conference; provided that neither the SBG Shareholder nor the Tempus Shareholder shall be obligated to disclose to the other any communication to CFIUS that either the SBG Shareholder or the Tempus Shareholder considers to be proprietary or confidential; and (iii) keep each other timely apprised of the status and content of any material communications with, and any inquiries or requests for additional information or documentary material from, CFIUS, in the case of each of clauses (i) through (iii), to the extent permitted by applicable Law and subject to customary confidentiality and all applicable privileges (including the attorney-client privilege). (c) Notwithstanding the obligations set forth in Section 5.1 or anything else in this Agreement, the SBG Shareholder and the Tempus Shareholder shall each use its reasonable best efforts to take all action necessary to obtain the CFIUS regulationsClearance as soon as practicable, 31 C.F.R. competitively sensitive information, or information not related including using its reasonable best efforts to take all such action as reasonably may be necessary to resolve objections (if any) that CFIUS may assert with respect to the transactions contemplated hereby; provided that each of the SBG Shareholder and the Tempus Shareholder (and their respective Affiliates, if applicable) shall not be required to accept any term or restriction that, in its reasonable discretion and only as such a restriction affects the objecting party’s interests: (A) materially restricts the SBG Shareholder or the Tempus Shareholder, as applicable, from directing, overseeing or causing the direction of the management and operations of the Company, including any form of proxy agreement, voting trust agreement or other similar governance structure; (B) impairs the collaboration and exchange of information among the SBG Shareholder, the Tempus Shareholder and the Company as contemplated by this Agreement, may be restricted to each party’s external counsel any of the other Transaction Documents or any other Contract between the SBG Shareholder and the Tempus Shareholder; or (C) materially impairs the business operations of the Tempus Shareholder or its Affiliates that are unrelated to the extent reasonably considered necessary or advisable by the providing party; (c) the Sellers Company and the Purchaser shall each have Transaction Documents. If during any CFIUS review or investigation period, CFIUS offers the SBG Shareholder and the Tempus Shareholder an opportunity to approve withdraw and mutually agree on resubmit the joint contents relevant CFIUS filing, each of the CFIUS Filing and shall be jointly responsible for the accuracy of such contents. The Sellers SBG Shareholder and the Purchaser respectivelyTempus Shareholder (and their respective Affiliates, shall if applicable) agree to withdraw and resubmit upon CFIUS’ first such offer, and, for any subsequent such offers, each be responsible for the accuracy of contents of the CFIUS Filing that exclusively relate to itself, its business, and any subsidiaries, parents or other related parties; and (d) the Sellers SBG Shareholder and the Purchaser shall use Tempus Shareholder (and their respective reasonable best efforts to obtain CFIUS Approval as promptly as practicable Affiliates, if applicable) shall coordinate with the other and shall consult with each other on strategic matters related to obtaining submit such CFIUS Approval, provided that the Purchaser shall have no obligation to agree to any mitigation or other restrictive provision that could reasonably be considered to have a substantial impact on either of the Contributed Business or the Purchaserwithdrawal and refiling only if mutually agreed upon by both parties.