FOCI Mitigation Sample Clauses

FOCI Mitigation. The Parties agree to use their commercially reasonable efforts to mitigate any foreign ownership control or influence (“FOCI”) as provided in the NISPOM. Notwithstanding anything in this Agreement to the contrary, in no event will Purchaser or Parent be obligated to accept any U.S. Department of Defense Defense Security Service (“DSS”) requirement for a Special Security Agreement, Proxy Agreement or Voting Trust Agreement (in each case, as such terms are used in the NISPOM paragraph 2-303). In making any disclosures or conducting any meetings or exchanges with DSS regarding these efforts, each Party agrees to: (a) furnish to the other Party, upon reasonable request, all information concerning itself, its subsidiaries, directors, officers, and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application under the NISPOM in connection with the Transactions; (b) promptly notify the other Party of any written communication received from DSS relating to the Transactions, and permit the other Party to review in advance any proposed written communication to DSS; (c) not agree to participate in any substantive meeting or discussion with DSS in respect of any filings or inquiry concerning this Agreement unless it consults with the other Party in advance and, to the extent permitted by DSS, gives the other Party the opportunity to attend and/or participate; and (d) promptly furnish the other Party with copies of all correspondence, filings and written communications between such Party and DSS with respect to this Agreement. Each Party shall respond as promptly as practicable under the circumstances to any inquiries received from DSS in connection with this Agreement. Without limiting the foregoing obligations of the Parties, in connection with any of the Shareholders’ or Company’s discussions with DSS with respect to appropriate FOCI mitigation measures to be implemented by the Company, the Company shall, to the extent permitted by applicable Law, advise the Purchaser on a timely basis of the status of its discussions, consult with Purchaser with respect to any specific proposal to be made to or request received from DSS relating to potential FOCI mitigation measures and, prior to agreeing with DSS regarding any FOCI mitigation, obtain the prior written consent of Purchaser.
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Related to FOCI Mitigation

  • Set Off; Mitigation The Company’s obligation to pay Employee the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim, or recoupment of amounts owed by Employee to the Company or its affiliates; provided, however, that to the extent any amount so subject to set-off, counterclaim, or recoupment is payable in installments hereunder, such set-off, counterclaim, or recoupment shall not modify the applicable payment date of any installment, and to the extent an obligation cannot be satisfied by reduction of a single installment payment, any portion not satisfied shall remain an outstanding obligation of Employee and shall be applied to the next installment only at such time the installment is otherwise payable pursuant to the specified payment schedule. Employee shall not be required to mitigate the amount of any payment provided pursuant to this Agreement by seeking other employment or otherwise, and except as provided in Section 8(d)(iv) hereof, the amount of any payment provided for pursuant to this Agreement shall not be reduced by any compensation earned as a result of Employee’s other employment or otherwise.

  • Mitigation Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwise.

  • Set Off; No Mitigation The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of Section 9 of this Agreement.

  • No Mitigation Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive in any subsequent employment.