Common use of CFIUS Clause in Contracts

CFIUS. If the Collateral Agent makes a determination that in accordance with the terms of the Credit Documents it is entitled to exercise remedies under the Credit Documents, in connection with (a) any Lender obtaining “control” of the Borrower (as defined in 31 CFR part 800) or (b) the consummation of a transaction requiring the filing of a declaration pursuant to 31 CFR 800.401 et seq., the Borrower shall, if requested by the Collateral Agent, cooperate with the Collateral Agent to (i) prepare and submit a draft joint voluntary notice (“JVN”) or declaration, as reasonably determined by the Collateral Agent, with CFIUS as promptly as practicable (and in any event within ten (10) Business Days of the Collateral Agent making such determination), (ii) as promptly as practicable after receiving any feedback from CFIUS regarding the draft JVN, file, or cause to be filed, the JVN with CFIUS and (iii) do, or cause to be done, all things necessary, proper or advisable to obtain CFIUS Clearance (as defined in the Acquisition Agreement) on terms reasonably acceptable to the Collateral Agent as promptly as practicable. Such cooperation shall include (x) giving each other a reasonable opportunity to review in advance and comment on drafts of filings and submissions to CFIUS; (y) promptly informing each other of any communication received by, or given to, CFIUS, except for personal identifier information or information reasonably determined by either party to be confidential business information; and (z) permitting each other to review in advance any written or oral communication with CFIUS, consulting with each other in advance of any meeting, telephone call or conference with CFIUS, and giving each other the opportunity to attend and participate in any telephonic conferences or in-person meetings with CFIUS, to the extent not prohibited by CFIUS.

CFIUS. If the Collateral Agent makes a determination that in accordance with the terms of the Credit Documents it is entitled to exercise remedies under the Credit Documents, in connection with (a) any Lender obtaining “control” of the Borrower (as defined in 31 CFR part 800) or (b) the consummation of a transaction requiring the filing of a declaration pursuant to 31 CFR 800.401 et seq., the Borrower shall, if requested by the Collateral Agent, cooperate with the Collateral Agent to (i) prepare and submit a draft joint voluntary notice (“JVN”) or declaration, as reasonably determined by the Collateral Agent, with CFIUS as promptly as practicable (and in any event within ten (10) Business Days of the Collateral Agent making such determination), (ii) as promptly as practicable after receiving any feedback from CFIUS regarding the draft JVN, file, or cause to be filed, the JVN with CFIUS and (iii) do, or cause to be done, all things necessary, proper or advisable to obtain CFIUS Clearance (as defined in the Acquisition Agreement) on terms reasonably acceptable to the Collateral Agent as promptly as practicable. Such cooperation shall include (x) giving each other a reasonable opportunity to review in advance and comment on drafts of filings and submissions to CFIUS; (y) promptly informing each other of any communication received by, or given to, CFIUS, except for personal identifier information or information reasonably determined by either party to be confidential business information; and (z) permitting each other to review in advance any written or oral communication with CFIUS, consulting with each other in advance of any meeting, telephone call or conference with CFIUS, and giving each other the opportunity to attend and participate in any telephonic conferences or in-person meetings with CFIUS, to the extent not prohibited by CFIUS.. 101