Common use of Divestitures Clause in Contracts

Divestitures. Seller Parent shall agree if reasonably requested by Buyer Parent so as to permit (or as identified by Buyer Parent as reasonably likely to be necessary to permit) the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other Consent under any other Foreign Antitrust Law, in each case as soon as practicable after the date of this Agreement (but in any event not later than the Outside Date), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any of the Acquired Assets or assets and Liabilities of the Transferred Group, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions (each, a “Potential Sale Transaction”) is conditioned on the occurrence of, and shall become effective only from and after, the Closing. Without limiting the foregoing, to the extent requested by Buyer Parent, Seller Parent shall, and shall cause its Subsidiaries to, cooperate with Buyer Parent to facilitate the Potential Sale Transaction. To the extent reasonably requested by Buyer Parent, Seller Parent shall and shall cause its Subsidiaries to (a) enter into confidentiality agreements containing customary terms with any Persons who Buyer Parent identifies to Seller Parent as potential purchasers in a Potential Sale Transaction (such potential purchasers to be referred to as “Potential Purchasers”), (b) permit Potential Purchasers to conduct (and cooperate with such Potential Purchasers’) reasonable documentary and other investigations with respect to such Potential Sale Transaction (provided, that any such Potential Purchaser executes and delivers to Seller Parent a confidentiality agreement containing customary terms), (c) comply with any applicable right of first refusal, right of first offer, right of approval and similar provisions that may be applicable to a proposed transfer of a Potential Sale Transaction, and (d) deliver such notices, make such filings and execute such contracts relating to the Potential Sale Transaction as reasonably requested by Buyer Parent and at Buyer Parent’s expense.

Divestitures. Seller Parent The Company shall agree agree, if reasonably requested by Buyer Parent so as to permit (or as identified by Buyer Parent as reasonably likely to be necessary to permit) the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other Consent consent, approval, non-objection, permit or authorization under any other Foreign applicable Antitrust LawLaws, in each case case, as soon as practicable after the date of this Agreement (but in any event not later than the Outside Termination Date, unless otherwise directed by Parent), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any retail stores, assets, operations, rights, product lines, licenses, businesses or interests therein of the Acquired Assets or assets Company and Liabilities of the Transferred Groupits Subsidiaries, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions (each, a “Potential Sale Transaction”) is conditioned on the occurrence of, and shall become effective only from and after, the Closing. Without limiting the foregoing, to the extent reasonably requested by Buyer Parent, Seller Parent the Company shall, and shall cause its Subsidiaries to, cooperate with Buyer Parent to facilitate the a Potential Sale Transaction. To Transaction and, in furtherance thereof, to the extent reasonably requested by Buyer Parent, Seller Parent shall the Company shall, and shall cause its Subsidiaries Subsidiaries, to (ai) enter into confidentiality agreements containing customary terms with any Persons who Buyer Parent identifies to Seller Parent the Company as potential purchasers in a Potential Sale Transaction (such potential purchasers to be referred to as purchasers, “Potential Purchasers”), ; (bii) permit Potential Purchasers to conduct (and cooperate with such Potential Purchasers’) reasonable documentary and other investigations with respect to such Potential Sale Transaction (provided, that any such Potential Purchaser executes and delivers to Seller Parent the Company a confidentiality agreement and, to the extent advisable, a clean team agreement, in each case containing customary terms), ; (ciii) comply with any applicable right of first refusal, right of first offer, right of approval and similar provisions that may be applicable to a proposed transfer of a Potential Sale Transaction, ; and (div) deliver such notices, make such filings and execute such contracts relating to the a Potential Sale Transaction as reasonably requested by Buyer Parent Xxxxxx and at Buyer Parent’s expense.

Divestitures. Seller Parent shall agree if reasonably requested by Buyer Parent so as to permit (or as identified by Buyer Parent as reasonably likely to be necessary to permit) A. Defendants are ordered and directed, within 120 calendar days after the expiration or termination filing of the applicable waiting periods under Complaint in this matter, or five (5) days after notice of the HSR Act entry of this Final Judgment by the Court, whichever is later, to divest the Divestiture Assets in a manner consistent with this Final Judgment to an Acquirer acceptable to the United States in its sole discretion. The United States, in its sole discretion, may agree to one or more extensions of this time period not to exceed sixty (60) days in total, and shall notify the receipt Court in such circumstances. Defendants agree to use their best efforts to divest the Divestiture Assets as expeditiously as possible. B. In accomplishing the divestitures ordered by the Final Judgment, Defendants promptly shall make known, by usual and customary means, the availability of the Divestiture Assets. Defendants shall inform any person making inquiry regarding a possible purchase of the Divestiture Assets that they are being divested pursuant to this Final Judgment and provide that person with a copy of this Final Judgment. Unless the United States otherwise consents in writing, Defendants shall offer to furnish to all prospective Acquirers, subject to customary confidentiality assurances, all information and documents relating to the Divestiture Assets that customarily are provided in a due diligence process except such information or documents subject to the attorney-client or work- product privilege. Defendants shall make available such information to the United States at the same time that such information is made available to any other Consent under person. C. Unless the United States otherwise consents in writing, Defendants shall provide the Acquirer and the United States information relating to personnel involved in production, operations, and sales at the Divestiture Assets to enable the Acquirer to make offers of employment. Defendants will not interfere with any negotiations by the Acquirer to employ any employee of the Divestiture Assets whose primary responsibility is production, operations, or sales at the Divestiture. D. Unless the United States otherwise consents in writing, Defendants shall permit prospective Acquirers of the Divestiture Assets to have reasonable access to personnel and to make inspections of the physical facilities of the Divestiture Assets; access to any and all environmental, zoning, and other Foreign Antitrust Lawpermit documents and information; and access to any and all financial, in operational, and other documents and information customarily provided as part of a due diligence process. E. Defendants shall warrant to the Acquirer of the Divestiture Assets that each case as soon as practicable after asset will be operational on the date of this Agreement (but sale. F. Defendants shall not take any action that will impede in any event not later than way the Outside Date)permitting, to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect tooperation, or other disposition of or restriction on, any divestiture of the Acquired Assets or assets and Liabilities Divestiture Assets. G. At the option of the Transferred GroupAcquirer, Defendants shall enter into a fiber supply contract for old newsprint (ONP) sufficient to meet 25% of the Acquirer’s needs for a period of up to three (3) years from the date of the divestiture. The terms and conditions of any such contract must be reasonably related to market conditions for old newsprint and the purchase price shall be set at the prevailing market price. H. At the option of the purchaser and upon approval by the United States, in its sole discretion, Defendants may enter into a transition services agreement based upon commercial terms and conditions. Such an agreement may not exceed twelve (12) months from the date of the Divestiture. Transition services may include information technology support, information technology licensing, computer operations and data processing support, logistics support, and take such action or actions that would other services as are reasonably necessary to operate the Divestiture Assets. 1. For the period from the date of the filing of the Complaint in this matter until one (1) year after the aggregate have a similar effect; providedsale of the Divestiture Assets, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions (each, a “Potential Sale Transaction”) is conditioned on the occurrence of, Defendants shall make available and shall become effective only from and after, the Closing. Without limiting the foregoing, deliver to the extent requested by Buyer ParentDivestiture Assets within seven (7) business days the spare ceramic center roll from Abitibi’s Thorold, Seller Parent shall, and shall cause its Subsidiaries to, cooperate with Buyer Parent to facilitate the Potential Sale Transaction. To the extent reasonably requested by Buyer Parent, Seller Parent shall and shall cause its Subsidiaries to Ontario newsprint mill if: (a) enter into confidentiality agreements containing customary terms with any Persons who Buyer Parent identifies to Seller Parent as potential purchasers the Acquirer or the person identified in a Potential Sale Transaction (such potential purchasers to be referred to as “Potential Purchasers”Section V(K), whomever is in control of the Divestiture Assets at the time, determines that the Divestiture Assets’ PM 3 machine requires a new ceramic center roll and (b) permit Potential Purchasers the Divestiture Assets’ permanent spare ceramic center roll, which has already been ordered, has not been delivered. If Defendants become obligated to conduct (deliver the spare ceramic center roll, then they may identify a suitable alternative ceramic center roll and cooperate with such Potential Purchasers’) reasonable documentary and other investigations with respect request permission from the United States, in its sole discretion, to such Potential Sale Transaction (provided, that any such Potential Purchaser executes and delivers to Seller Parent a confidentiality agreement containing customary terms), (c) comply with any applicable right of first refusal, right of first offer, right of approval and similar provisions that may be applicable to a proposed transfer of a Potential Sale Transaction, and (d) deliver such notices, make such filings and execute such contracts relating the alternative center roll to the Potential Sale Transaction as reasonably requested by Buyer Parent and at Buyer ParentDivestiture Assets in place of the Thorold center roll. Such permission must be in writing. In any event, Defendants must deliver the Thorold center roll or an approved substitute to the Divestiture Assets within seven (7) business days of being notified of the need for the Thorold roll. Defendants will no longer be obligated to provide a ceramic center roll to the Divestiture Assets if either of the ceramic center rolls in Thorold’s expensePM 6 or PM 7 machines break before the Divestiture Assets require a new ceramic center roll.

Divestitures. Seller Parent The Company shall agree agree, if reasonably requested by Buyer Parent so as to permit (or as identified by Buyer Parent the Parties as reasonably likely to be necessary to permit) the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other Consent consent under any other Foreign applicable Antitrust Law, in each case as soon as practicable after the date of this Agreement (but in any event not later than the Outside DateDate unless otherwise directed by Parent), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any assets, operations, rights, product lines, licenses, businesses or interests therein of the Acquired Assets or assets Company and Liabilities of the Transferred Groupits Subsidiaries, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions (each, a “Potential Sale Transaction”) is conditioned on the occurrence of, and shall become effective only from and after, the Closing. Without limiting the foregoing, to the extent reasonably requested by Buyer Parent, Seller Parent the Company shall, and shall cause its Subsidiaries to, cooperate with Buyer Parent to facilitate the a Potential Sale Transaction. To Transaction and, in furtherance thereof, to the extent reasonably requested by Buyer Parent, Seller Parent shall the Company shall, and shall cause its Subsidiaries Subsidiaries, to (a) enter into confidentiality agreements containing customary terms with any Persons who Buyer Parent identifies to Seller Parent the Company as potential purchasers in a Potential Sale Transaction (such potential purchasers to be referred to as “Potential Purchasers”), ; (b) permit Potential Purchasers to conduct (and cooperate with such Potential Purchasers’) reasonable documentary and other investigations with respect to such Potential Sale Transaction (provided, that any such Potential Purchaser executes and delivers to Seller Parent the Company a confidentiality agreement and, to the extent deemed advisable by Parent’s outside legal counsel, a clean team agreement, in each case containing customary terms), ; (c) comply with any applicable right of first refusal, right of first offer, right of approval and similar provisions that may be applicable to a proposed transfer of a Potential Sale Transaction, ; and (d) deliver such notices, make such filings and execute such contracts relating to the a Potential Sale Transaction as reasonably requested by Buyer Parent and at Buyer Parent’s expense.

Divestitures. Seller Parent The Company shall agree agree, if reasonably requested by Buyer Parent so as to permit (or as identified by Buyer Parent the Parties as reasonably likely to be necessary to permit) the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other Consent consent under any other Foreign applicable Antitrust Law, in each case as soon as practicable after the date of this Agreement (but in any event not later than the Outside DateDate unless otherwise directed by Parent), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any assets, operations, rights, product lines, licenses, businesses or interests therein of the Acquired Assets or assets Company and Liabilities of the Transferred Groupits Subsidiaries, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions (each, a “Potential Sale Transaction”) is conditioned on the occurrence of, and shall become effective only from and after, the Closing. Without limiting the foregoing, to the extent requested by Buyer Parent, Seller Parent the Company shall, and shall cause its Subsidiaries to, cooperate with Buyer Parent to facilitate the a Potential Sale Transaction. To the extent reasonably requested by Buyer Parent, Seller Parent the Company shall and shall cause its Subsidiaries to (a) enter into confidentiality agreements containing customary terms with any Persons who Buyer Parent identifies to Seller Parent the Company as potential purchasers in a Potential Sale Transaction (such potential purchasers to be referred to as “Potential Purchasers”), ; (b) permit Potential Purchasers to conduct (and cooperate with such Potential Purchasers’) reasonable documentary and other investigations with respect to such Potential Sale Transaction (provided, that any such Potential Purchaser executes and delivers to Seller Parent the Company a confidentiality agreement and, to the extent deemed advisable by Parent’s outside legal counsel, a clean team agreement, in each case containing customary terms), (cterms);(c) comply with any applicable right of first refusal, right of first offer, right of approval and similar provisions that may be applicable to a proposed transfer of a Potential Sale Transaction, and ; (d) deliver such notices, make such filings and execute such contracts relating to the a Potential Sale Transaction as reasonably requested by Buyer Parent and at Buyer Parent’s expense; and (e) cooperate in good faith with respect to any Tax matters (including the structuring of any relevant transactions in a Tax efficient manner) in connection with any Potential Sale Transaction.

Divestitures. In the event of any sale, conveyance or other transfer of any of the consolidated assets (whether tangible or intangible) of BPP or its Subsidiaries prior to the end of the final Measurement Period (any such sale, conveyance or transfer, a “Divestiture”), other than sales, conveyances and transfers (including sales of products or inventory) in the ordinary course of business consistent with past practice that does not constitute a Change of Control, then, if each transferee in such Divestiture is a non-Affiliate of Buyer, at the option of Sellers, (A) the EBITDA attributable to such assets during the twelve (12) months immediately preceding such Divestiture will be included in the calculation of Adjusted EBITDA as provided in clause (xv) of the definition of EBITDA on Exhibit A attached hereto or (B) if any Excess EBITDA exists as set forth in the Final Earn-Out Statement (as may be finally determined pursuant to Section 1.6(d) above), ten percent (10%) of the amount of proceeds of such Divestiture (less the reasonable out-of-pocket transaction expenses paid to unaffiliated third parties in such Divestiture) will be added to the amount of the Earn-Out Payment payable to the Sellers. In the event of a Divestiture in which a transferee is Buyer or an Affiliate of Buyer (a “Related Party Divestiture”), unless the sale, conveyance or transfer is on arms’ length terms, Buyer shall pay to each Seller, by wire transfer of immediately available funds to an account or accounts designated by such Seller Parent in writing not less than five (5) Business Days prior to such payment, its Pro Rata Portion of ten percent (10%) of the value of the asset(s) sold, transferred or conveyed in the Related Party Divestiture within fifteen (15) days after the date on which such value is finally determined as set forth below. Prior to consummating a Related Party Divestiture, Buyer shall agree if give written notice to Sellers of the potential transaction, which notice shall include Buyer’s good faith determination of the value of the asset(s) to be sold, conveyed or transferred. Following delivery of such written notice, Buyer shall cause BPP to provide Sellers with such information and documentation and access to employees of BPP as may be reasonably requested by Buyer Parent so as to permit (or as identified by Buyer Parent as reasonably likely to be necessary to permit) the expiration or termination Sellers for purposes of the applicable waiting periods under the HSR Act or the receipt of any other Consent under any other Foreign Antitrust Law, in each case as soon as practicable after the date of this Agreement (but in any event not later than the Outside Date), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any of the Acquired Assets or assets and Liabilities of the Transferred Groupevaluating such valuation, and take such action or actions that would in valuation shall become final and binding on the aggregate have Buyer and Sellers sixty (60) days following Sellers’ receipt thereof, unless Sellers give written notice to Buyer of their objection (a similar effect“Divestiture Objection Notice”) to such valuation; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions (each, Sellers shall only be permitted to submit a “Potential Sale Transaction”) is conditioned on the occurrence of, and shall become effective only from and after, the Closing. Without limiting the foregoing, to the extent requested by Buyer Parent, Seller Parent shall, and shall cause its Subsidiaries to, cooperate with Buyer Parent to facilitate the Potential Sale Transaction. To the extent reasonably requested by Buyer Parent, Seller Parent shall and shall cause its Subsidiaries to (a) enter into confidentiality agreements containing customary terms with any Persons who Buyer Parent identifies to Seller Parent as potential purchasers in a Potential Sale Transaction (such potential purchasers to be referred to as “Potential Purchasers”), (b) permit Potential Purchasers to conduct (and cooperate with such Potential Purchasers’) reasonable documentary and other investigations Divestiture Objection Notice with respect to such Potential Sale Transaction any proposed Related Party Divestiture if the aggregate value of the assets in that Related Party Divestiture, together with the aggregate value of the assets in all prior Related Party Divestitures and all other Related Party Divestitures for which written notice has been delivered by Buyer to Sellers, exceeds $4,000,000. If a Divestiture Objection Notice is timely delivered, Buyer and Sellers shall attempt in good faith for a period of thirty (provided30) days to resolve the valuation at issue, that any such Potential Purchaser executes and delivers if they cannot reach resolution within thirty (30) days following Buyer’s receipt of the Divestiture Objection Notice, they shall jointly appoint an Accounting Referee, whose valuation shall be final and binding on the Buyer and Sellers and not subject to Seller Parent a confidentiality agreement containing customary termsfurther appeal or review. Buyer and Sellers shall instruct the Accounting Referee to determine the fair market value of the asset(s) at issue based solely on the information and materials provided by Buyer and Sellers (i.e., not on the basis of an independent review), and in an amount not more favorable to Buyer than the valuation claimed by Buyer on the initial written notice or more favorable to Sellers than the valuation claimed by Sellers in its Divestiture Objection Notice. The valuation determination by the Accounting Referee shall be made within thirty (c30) comply with any applicable right days after its appointment. The fees, costs and expenses of first refusal, right of first offer, right of approval and similar provisions the Accounting Referee shall be borne by (i) Sellers in the event that may be applicable to a proposed transfer of a Potential Sale Transaction, and (d) deliver such notices, make such filings and execute such contracts relating the final valuation as determined by the Accounting Referee is closer to the Potential Sale Transaction as reasonably requested valuation proposed by Buyer Parent and at or (ii) Buyer Parent’s expensein the event that the final valuation as determined by the Accounting Referee is closer to the valuation proposed by Sellers.

Divestitures. Seller Parent The Company shall agree agree, if reasonably requested by Buyer Parent so as to permit (or as identified by Buyer Parent the Parties as reasonably likely to be necessary to permit) the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other Consent consent under any other Foreign applicable Antitrust Law, in each case as soon as practicable after the date of this Agreement (but in any event not later than the Outside DateDate unless otherwise directed by Parent), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any assets, operations, rights, product lines, licenses, businesses or interests therein of the Acquired Assets or assets Company and Liabilities of the Transferred Groupits Subsidiaries, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions (each, a “Potential Sale Transaction”) is conditioned on the occurrence of, and shall become effective only from and after, the Closing. Without limiting the foregoing, to the extent reasonably requested by Buyer Parent, Seller Parent the Company shall, and shall cause its Subsidiaries to, cooperate with Buyer Parent to facilitate the a Potential Sale Transaction. To Transaction and, in furtherance thereof, to the extent reasonably requested by Buyer Parent, Seller Parent shall the Company shall, and shall cause its Subsidiaries Subsidiaries, to (a) enter into confidentiality agreements containing customary terms with any Persons who Buyer Parent identifies to Seller Parent the Company as potential purchasers in a Potential Sale Transaction (such potential purchasers to be referred to as “Potential Purchasers”), ; (b) permit Potential Purchasers to conduct (and cooperate with such Potential Purchasers’) reasonable documentary and other investigations with respect to such Potential Sale Transaction (provided, that any such Potential Purchaser executes and delivers to Seller Parent the Company a confidentiality agreement and, to the extent deemed advisable by Parent’s outside legal counsel, a clean team agreement, in each case containing customary terms), ; (c) comply with any applicable right of first refusal, right of first offer, right of approval and similar provisions that may be applicable to a proposed transfer of a Potential Sale Transaction, ; and (d) deliver such notices, make such filings and execute such contracts relating to the a Potential Sale Transaction as reasonably requested by Buyer Parent Xxxxxx and at Buyer Parent’s expense.