Common use of Competition Matters Clause in Contracts

Competition Matters. Prior to an Exchange Listing, if the Access Fund, or any alternative investment vehicle established by the placement agent or an affiliate of the Access Fund (“Access Alternative Vehicle”), individually or collectively, based on the ownership of the Access Fund and any Access Alternative Vehicles of equity interests in the Fund or any alternative investment vehicle, constitutes or could reasonably be expected to constitute the ultimate parent entity (the “Ultimate Parent Entity”) for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (together with the regulations promulgated thereunder, “HSR”), or the party otherwise obligated or required to submit a filing (including any Ultimate Parent Entity, a “Filing Party”) under any other antitrust or competition law outside the United States (“Foreign Competition Laws” and, collectively with the HSR or other antitrust or competition laws, “Competition Laws”), with respect to any proposed investment of the Fund or any alternative investment vehicle, then the Investment Manager: (i) will provide to (or cause to be provided to) the Access Fund prompt written notice of the determination by the Fund, any alternative investment vehicle or any direct or indirect subsidiary of the Fund or any alternative investment vehicle to pursue a transaction that could reasonably be expected to give rise to any filing obligation on the part of the Fund or Access Alternative Vehicle pursuant to any Competition Law (an “Access Investment”), together with the basis for the Investment Manager’s or Fund’s determination that the Access Fund or Access Alternative Vehicle may constitute the Filing Party under any Competition Law with respect to the proposed transaction; (ii) will prepare and provide (or cause to be prepared and provided) to the Access Fund a draft of any such required filing containing all information required to be included in such filing that is within the knowledge of any of the Investment Manager or any alternative investment vehicle; and (iii) for any proposed investment requiring a pre-merger notification under HSR or any other prior notice or approval under any other applicable Competition Law, will not consummate any such proposed investment until the applicable waiting periods have expired or been terminated or approvals have been obtained unless (A) so doing would not have any adverse effect on any of the Competition Indemnified Parties (as defined below), the Fund, any alternative investment vehicle or any direct or indirect subsidiary of the Fund or any alternative investment vehicle and (B) the Investment Manager and the Fund promptly notify the Competition Indemnified Parties that the proposed investment will be consummated prior to the expiration of the applicable waiting periods or the obtainment of the necessary approvals. (iv) Following receipt by the Access Fund of the notice described in Section 4.3(d)(i) above, the Competition Indemnified Parties will reasonably cooperate with the Investment Manager to cause the applicable HSR filing and any other filing under any other Competition Law to be made; provided, however, that the Investment Manager acknowledges and agrees that, in consideration of the foregoing cooperation and filing, the Investment Manager and/or an alternative investment vehicle shall advance to the Access Fund and/or the Filing Party any and all HSR and other applicable filing fees for which the Access Fund or the Filing Party is responsible with respect to the proposed Access Investment (or pay any such filing fees directly to the applicable governing body on behalf of the Filing Party) and shall promptly, and in any event within fifteen (15) days of receipt of a written request accompanied by invoices or other supporting documentation, reimburse the Access Fund and the Filing Party for all other out of pocket fees, legal and other expenses, and any other costs reasonably incurred by the Access Fund or the Filing Party in connection with completing and making any HSR or other Competition Law filing or otherwise complying with any Competition Law with respect to any proposed Access Investment (an “Access Competition Obligation”). Without limiting the foregoing, the Investment Manager acknowledges and agrees that the Access Fund and the Filing Party jointly will be permitted to retain and consult with their own legal counsel in order to assist them with Access Competition Obligations and Competition Law-related matters relating to an Access Investment and the reasonable fees and expenses of that legal counsel will constitute reimbursable costs of the Access Fund and the Filing Party. (v) The Investment Manager, jointly and severally, will indemnify and hold harmless, and will cause any applicable alternative investment vehicle to similarly indemnify and hold harmless, the Access Fund, the Filing Party and their respective Affiliates (each, a “Competition Indemnified Party”) against any and all losses, claims, damages or liabilities whatsoever arising out of or based upon any: (A) inaccurate or omitted information regarding the Access Investment or any of the Investment Manager or their Affiliates included in (or omitted from) any filings made by, or any information provided to government or regulatory authorities or representatives pursuant to any Competition Law on behalf of, any Competition Indemnified Party in respect of the Access Investment to the extent that the inclusion or omission of such information is based upon or in conformity with the draft filing, or other information provided by the Investment Manager or any an alternative investment vehicle in connection with such filing; (B) failure on the part of the Investment Manager to provide the Access Fund with the prior notice and cooperation described above, including, but not limited to, preparing and providing the Access Fund a draft of any required filing, in connection with any investment made by the Fund or an alternative investment vehicle that gives rise to any Competition Law filing obligations on the part of the Access Fund or any Access Alternative Vehicle; or (C) consummation of any transaction prior to the expiration or termination of any applicable waiting period or the receipt of any applicable approvals under any Competition Law if so doing results in a fine, penalty or any other liability, obligation or requirement imposed on any Competition Indemnified Party.

Competition Matters. Prior to an Exchange Listing, if If the Access Fund, or any alternative investment vehicle established by the placement agent general partner of the Access Fund or an affiliate of the Access Fund (“Access Alternative Vehicle”), individually or collectively, based on the ownership of the Access Fund and any Access Alternative Vehicles of equity interests in the Fund or any alternative investment vehicle, constitutes or could reasonably be expected to constitute the ultimate parent entity (the “Ultimate Parent Entity”) for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (together with the regulations promulgated thereunder, “HSR”), or the party otherwise obligated or required to submit a filing (including any Ultimate Parent Entity, a “Filing Party”) under any other antitrust or competition law outside the United States (“Foreign Competition Laws” and, collectively with the HSR or other antitrust or competition laws, “Competition Laws”), with respect to any proposed investment of the Fund or any alternative investment vehicle, then the Investment Manager: (i) will provide to (or cause to be provided to) the Access Fund prompt written notice of the determination by the Fund, any alternative investment vehicle or any direct or indirect subsidiary of the Fund or any alternative investment vehicle to pursue a transaction that could reasonably be expected to give rise to any filing obligation on the part of the Fund or Access Alternative Vehicle pursuant to any Competition Law (an “Access Investment”), together with the basis for the Investment Manager’s or Fund’s determination that the Access Fund or Access Alternative Vehicle may constitute the Filing Party under any Competition Law with respect to the proposed transaction; (ii) will prepare and provide (or cause to be prepared and provided) to the Access Fund a draft of any such required filing containing all information required to be included in such filing that is within the knowledge of any of the Investment Manager or any alternative investment vehicle; and (iii) for any proposed investment requiring a pre-merger notification under HSR or any other prior notice or approval under any other applicable Competition Law, will not consummate any such proposed investment until the applicable waiting periods have expired or been terminated or approvals have been obtained unless (A) so doing would not have any adverse effect on any of the Competition Indemnified Parties (as defined below), the Fund, any alternative investment vehicle or any direct or indirect subsidiary of the Fund or any alternative investment vehicle and (B) the Investment Manager and the Fund promptly notify the Competition Indemnified Parties that the proposed investment will be consummated prior to the expiration of the applicable waiting periods or the obtainment of the necessary approvals. (iv) Following receipt by the Access Fund of the notice described in Section 4.3(d)(i14(a) above, the Competition Indemnified Parties will reasonably cooperate with the Investment Manager to cause the applicable HSR filing and any other filing under any other Competition Law to be made; provided, however, that the Investment Manager acknowledges and agrees that, in consideration of the foregoing cooperation and filing, the Investment Manager and/or an alternative investment vehicle shall advance to the Access Fund and/or the Filing Party any and all HSR and other applicable filing fees for which the Access Fund or the Filing Party is responsible with respect to the proposed Access Investment (or pay any such filing fees directly to the applicable governing body on behalf of the Filing Party) and shall promptly, and in any event within fifteen (15) days of receipt of a written request accompanied by invoices or other supporting documentation, reimburse the Access Fund and the Filing Party for all other out of pocket fees, legal and other expenses, and any other costs reasonably incurred by the Access Fund or the Filing Party in connection with completing and making any HSR or other Competition Law filing or otherwise complying with any Competition Law with respect to any proposed Access Investment (an “Access Competition Obligation”). Without limiting the foregoing, the Investment Manager acknowledges and agrees that the Access Fund and the Filing Party jointly will be permitted to retain and consult with their own legal counsel in order to assist them with Access Competition Obligations and Competition Law-related matters relating to an Access Investment and the reasonable fees and expenses of that legal counsel will constitute reimbursable costs of the Access Fund and the Filing Party. (v) The Investment Manager, jointly and severally, will indemnify and hold harmless, and will cause any applicable alternative investment vehicle to similarly indemnify and hold harmless, the Access Fund, the Filing Party and their respective Affiliates (each, a “Competition Indemnified Party”) against any and all losses, claims, damages or liabilities whatsoever arising out of or based upon any: (A) inaccurate or omitted information regarding the Access Investment or any of the Investment Manager or their Affiliates included in (or omitted from) any filings made by, or any information provided to government or regulatory authorities or representatives pursuant to any Competition Law on behalf of, any Competition Indemnified Party in respect of the Access Investment to the extent that the inclusion or omission of such information is based upon or in conformity with the draft filing, or other information provided by the Investment Manager or any an alternative investment vehicle in connection with such filing; (B) failure on the part of the Investment Manager to provide the Access Fund with the prior notice and cooperation described above, including, including but not limited to, to preparing and providing the Access Fund a draft of any required filing, in connection with any investment made by the Fund or an alternative investment vehicle that gives rise to any Competition Law filing obligations on the part of the Access Fund or any Access Alternative Vehicle; or (C) consummation of any transaction prior to the expiration or termination of any applicable waiting period or the receipt of any applicable approvals under any Competition Law if so doing results in a fine, penalty or any other liability, obligation or requirement imposed on any Competition Indemnified Party.

Competition Matters. Prior to an Exchange Listing, if If the Access Fund, or any alternative investment vehicle established by the placement agent general partner of the Access Fund or an affiliate of the Access Fund (“Access Alternative Vehicle”), individually or collectively, based on the ownership of the Access Fund and any Access Alternative Vehicles of equity interests in the Fund or any alternative investment vehicle, constitutes or could reasonably be expected to constitute the ultimate parent entity (the “Ultimate Parent Entity”) for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (together with the regulations promulgated thereunder, “HSR”), or the party otherwise obligated or required to submit a filing (including any Ultimate Parent Entity, a “Filing Party”) under any other antitrust or competition law outside the United States (“Foreign Competition Laws” and, collectively with the HSR or other antitrust or competition laws, “Competition Laws”), with respect to any proposed investment of the Fund or any alternative investment vehicle, then the Investment Manager: (i) will provide to (or cause to be provided to) the Access Fund prompt written notice of the determination by the Fund, any alternative investment vehicle or any direct or indirect subsidiary of the Fund or any alternative investment vehicle to pursue a transaction that could reasonably be expected to give rise to any filing obligation on the part of the Fund or Access Alternative Vehicle pursuant to any Competition Law (an “Access Investment”), together with the basis for the Investment Manager’s or Fund’s determination that the Access Fund or Access Alternative Vehicle may constitute the Filing Party under any Competition Law with respect to the proposed transaction; (ii) will prepare and provide (or cause to be prepared and provided) to the Access Fund a draft of any such required filing containing all information required to be included in such filing that is within the knowledge of any of the Investment Manager or any alternative investment vehicle; and (iii) for any proposed investment requiring a pre-merger notification under HSR or any other prior notice or approval under any other applicable Competition Law, will not consummate any such proposed investment until the applicable waiting periods have expired or been terminated or approvals have been obtained unless (A) so doing would not have any adverse effect on any of the Competition Indemnified Parties (as defined below), the Fund, any alternative investment vehicle or any direct or indirect subsidiary of the Fund or any alternative investment vehicle and (B) the Investment Manager and the Fund promptly notify the Competition Indemnified Parties that the proposed investment will be consummated prior to the expiration of the applicable waiting periods or the obtainment of the necessary approvals. (iv) Following receipt by the Access Fund of the notice described in Section 4.3(d)(i) above, the Competition Indemnified Parties will reasonably cooperate with the Investment Manager to cause the applicable HSR filing and any other filing under any other Competition Law to be made; provided, however, that the Investment Manager acknowledges and agrees that, in consideration of the foregoing cooperation and filing, the Investment Manager and/or an alternative investment vehicle shall advance to the Access Fund and/or the Filing Party any and all HSR and other applicable filing fees for which the Access Fund or the Filing Party is responsible with respect to the proposed Access Investment (or pay any such filing fees directly to the applicable governing body on behalf of the Filing Party) and shall promptly, and in any event within fifteen (15) days of receipt of a written request accompanied by invoices or other supporting documentation, reimburse the Access Fund and the Filing Party for all other out of pocket fees, legal and other expenses, and any other costs reasonably incurred by the Access Fund or the Filing Party in connection with completing and making any HSR or other Competition Law filing or otherwise complying with any Competition Law with respect to any proposed Access Investment (an “Access Competition Obligation”). Without limiting the foregoing, the Investment Manager acknowledges and agrees that the Access Fund and the Filing Party jointly will be permitted to retain and consult with their own legal counsel in order to assist them with Access Competition Obligations and Competition Law-related matters relating to an Access Investment and the reasonable fees and expenses of that legal counsel will constitute reimbursable costs of the Access Fund and the Filing Party. (v) The Investment Manager, jointly and severally, will indemnify and hold harmless, and will cause any applicable alternative investment vehicle to similarly indemnify and hold harmless, the Access Fund, the Filing Party and their respective Affiliates (each, a “Competition Indemnified Party”) against any and all losses, claims, damages or liabilities whatsoever arising out of or based upon any: (A) inaccurate or omitted information regarding the Access Investment or any of the Investment Manager or their Affiliates included in (or omitted from) any filings made by, or any information provided to government or regulatory authorities or representatives pursuant to any Competition Law on behalf of, any Competition Indemnified Party in respect of the Access Investment to the extent that the inclusion or omission of such information is based upon or in conformity with the draft filing, or other information provided by the Investment Manager or any an alternative investment vehicle in connection with such filing; (B) failure on the part of the Investment Manager to provide the Access Fund with the prior notice and cooperation described above, including, including but not limited to, to preparing and providing the Access Fund a draft of any required filing, in connection with any investment made by the Fund or an alternative investment vehicle that gives rise to any Competition Law filing obligations on the part of the Access Fund or any Access Alternative Vehicle; or (C) consummation of any transaction prior to the expiration or termination of any applicable waiting period or the receipt of any applicable approvals under any Competition Law if so doing results in a fine, penalty or any other liability, obligation or requirement imposed on any Competition Indemnified Party.

Competition Matters. Prior to an Exchange Listing, if the Access Fund, or any alternative investment vehicle established by the placement agent or an affiliate of the Access Fund (“Access Alternative Vehicle”), individually or collectively, based on the ownership of the Access Fund and any Access Alternative Vehicles of equity interests in the Fund or any alternative investment vehicle, constitutes or could reasonably be expected to constitute the ultimate parent entity (the “Ultimate Parent Entity”) for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (together with the regulations promulgated thereunder, “HSR”), or the party otherwise obligated or required to submit a filing (including any Ultimate Parent Entity, a “Filing Party”) under any other antitrust or competition law outside the United States (“Foreign Competition Laws” and, collectively with the HSR or other antitrust or competition laws, “Competition Laws”), with respect to any proposed investment of the Fund or any alternative investment vehicle, then the Investment Manager: (i) will provide to (or cause to be provided to) the Access Fund prompt written notice of the determination by the Fund, any alternative investment vehicle or any direct or indirect subsidiary of the Fund or any alternative investment vehicle to pursue a transaction that could reasonably be expected to give rise to any filing obligation on the part of the Fund or Access Alternative Vehicle pursuant to any Competition Law (an “Access Investment”), together with the basis for the Investment Manager’s or Fund’s determination that the Access Fund or Access Alternative Vehicle may constitute the Filing Party under any Competition Law with respect to the proposed transaction; (ii) will prepare and provide (or cause to be prepared and provided) to the Access Fund a draft of any such required filing containing all information required to be included in such filing that is within the knowledge of any of the Investment Manager or any alternative investment vehicle; and (iii) for any proposed investment requiring a pre-merger notification under HSR or any other prior notice or approval under any other applicable Competition Law, will not consummate any such proposed investment until the applicable waiting periods have expired or been terminated or approvals have been obtained unless (A) so doing would not have any adverse effect on any of the Competition Indemnified Parties (as defined below), the Fund, any alternative investment vehicle or any direct or indirect subsidiary of the Fund or any alternative investment vehicle and (B) the Investment Manager and the Fund promptly notify the Competition Indemnified Parties that the proposed investment will be consummated prior to the expiration of the applicable waiting periods or the obtainment of the necessary approvals. (iv) Following receipt by the Access Fund of the notice described in Section 4.3(d)(i) above, the Competition Indemnified Parties will reasonably cooperate with the Investment Manager to cause the applicable HSR filing and any other filing under any other Competition Law to be made; provided, however, that the Investment Manager acknowledges and agrees that, in consideration of the foregoing cooperation and filing, the Investment Manager and/or an alternative investment vehicle shall advance to the Access Fund and/or the Filing Party any and all HSR and other applicable filing fees for which the Access Fund or the Filing Party is responsible with respect to the proposed Access Investment (or pay any such filing fees directly to the applicable governing body on behalf of the Filing Party) and shall promptly, and in any event within fifteen (15) days of receipt of a written request accompanied by invoices or other supporting documentation, reimburse the Access Fund and the Filing Party for all other out of pocket fees, legal and other expenses, and any other costs reasonably incurred by the Access Fund or the Filing Party in connection with completing and making any HSR or other Competition Law filing or otherwise complying with any Competition Law with respect to any proposed Access Investment (an “Access Competition Obligation”). Without limiting the foregoing, the Investment Manager acknowledges and agrees that the Access Fund and the Filing Party jointly will be permitted to retain and consult with their own legal counsel in order to assist them with Access Competition Obligations and Competition Law-related matters relating to an Access Investment and the reasonable fees and expenses of that legal counsel will constitute reimbursable costs of the Access Fund and the Filing Party. (v) The Investment Manager, jointly and severally, will indemnify and hold harmless, and will cause any applicable alternative investment vehicle to similarly indemnify and hold harmless, the Access Fund, the Filing Party and their respective Affiliates (each, a “Competition Indemnified Party”) against any and all losses, claims, damages or liabilities whatsoever arising out of or based upon any: (A) inaccurate or omitted information regarding the Access Investment or any of the Investment Manager or their Affiliates included in (or omitted from) any filings made by, or any information provided to government or regulatory authorities or representatives pursuant to any Competition Law on behalf of, any Competition Indemnified Party in respect of the Access Investment to the extent that the inclusion or omission of such information is based upon or in conformity with the draft filing, or other information provided by the Investment Manager or any an alternative investment vehicle in connection with such filing; (B) failure on the part of the Investment Manager to provide the Access Fund with the prior notice and cooperation described above, including, including but not limited to, to preparing and providing the Access Fund a draft of any required filing, in connection with any investment made by the Fund or an alternative investment vehicle that gives rise to any Competition Law filing obligations on the part of the Access Fund or any Access Alternative Vehicle; or (C) consummation of any transaction prior to the expiration or termination of any applicable waiting period or the receipt of any applicable approvals under any Competition Law if so doing results in a fine, penalty or any other liability, obligation or requirement imposed on any Competition Indemnified Party.