CONTRACT.
SECTION 5.19
CFIUS NOTIFICATION.
SELLER AND PURCHASER SHALL COOPERATE IN THE
PREPARATION OF A VOLUNTARY JOINT FILING OF NOTICE OF THE TRANSACTION TO THE
CFIUS AND ANY REQUESTED SUPPLEMENTAL INFORMATION (COLLECTIVELY, THE "JOINT
NOTICE") PURSUANT TO 31 C.F.R. PART 800 AND THE FOREIGN INVESTMENT AND NATIONAL
SECURITY ACT OF 2007, P.L. 110-49, 121 STAT. 246, 259
54
("FINSA").
PURCHASER SHALL TAKE THE LEAD IN PREPARING THE JOINT NOTICE, AND
SELLER SHALL PROVIDE FOR INCLUSION IN THE JOINT NOTICE ALL STATEMENTS CALLED FOR
BY 31 C.F.R. § 800.402(C)(2) THROUGH (C)(4).
PURCHASER SHALL NOT FILE ANY SUCH
JOINT NOTICE WITHOUT SELLER'S CONSENT.
PURCHASER SHALL TAKE THE LEAD IN
RESPONDING TO ANY POST-FILING REQUESTS FROM THE CFIUS OR ANY GOVERNMENTAL
AUTHORITY THAT MAY RELATE TO REPRESENTATIONS OR PROPOSED AGREEMENTS BY
PURCHASER.
SELLER AND PURCHASER SHALL KEEP ONE ANOTHER INFORMED IN A TIMELY
MANNER OF COMMUNICATION WITH ANY CFIUS OR ANY GOVERNMENTAL AUTHORITY WITH
RESPECT TO THE JOINT NOTICE AND EACH SHALL PROVIDE THE OTHER THE OPPORTUNITY TO
PARTICIPATE IN SUCH COMMUNICATION.
IF AT ANY POINT IN THE CFIUS REVIEW PROCESS,
THE CFIUS OFFERS THE PARTIES AN OPPORTUNITY TO WITHDRAW AND RESUBMIT THE JOINT
NOTICE, AND EITHER SELLER OR PURCHASER OPTS TO REQUEST WITHDRAWAL AND
RESUBMISSION IN RESPONSE TO SUCH OFFER BY THE CFIUS, THEN THE OTHER PARTY SHALL
AGREE TO JOIN THE REQUEST FOR WITHDRAWAL AND RESUBMISSION.
SECTION 5.20
TERMINATION OF INTERCOMPANY CONTRACTS.
PRIOR TO THE CLOSING,
SELLER SHALL, AND SHALL CAUSE EACH OF THE SELLER ENTITIES TO, AND SHALL CAUSE
THE COUNTERPARTIES THERETO TO, EXECUTE AND DELIVER A TERMINATION AND RELEASE
AGREEMENT WITH RESPECT TO ANY CONTRACT WITH RESPECT TO THE BUSINESS BETWEEN
SELLER AND ITS AFFILIATES (OTHER THAN THE BUSINESS), ON THE ONE HAND, AND THE
BUSINESS, ON THE OTHER HAND, EXCEPT FOR THOSE CONTRACTS THAT ARE (I) SET FORTH
IN SCHEDULE 5.20 TO THE SELLER DISCLOSURE LETTER OR (II) SPECIFICALLY
CONTEMPLATED BY THIS AGREEMENT.
SECTION 5.21
COLLECTION OF ACCOUNTS RECEIVABLE.
SELLER SHALL FORWARD
PROMPTLY TO PURCHASER ANY MONIES, CHECKS OR INSTRUMENTS RECEIVED BY SELLER AFTER
THE CLOSING WITH RESPECT TO THE ACCOUNTS RECEIVABLE PURCHASED BY PURCHASER FROM
SELLER PURSUANT TO THIS AGREEMENT.
SECTION 5.22
ASSUMED LIABILITIES COVERED BY TYCO ELECTRONICS INSURANCE.
WITH RESPECT TO EVENTS RELATING TO THE ASSUMED LIABILITIES THAT OCCURRED OR
EXISTED PRIOR TO THE CLOSING DATE THAT ARE COVERED BY SELLER'S OR ITS
AFFILIATES' OCCURRENCE-BASED THIRD-PARTY LIABILITY INSURANCE POLICIES, PURCHASER
MAY MAKE CLAIMS UNDER SUCH POLICIES TO THE EXTENT SUCH COVERAGE AND LIMITS ARE
AVAILABLE UNDER SUCH POLICIES; PROVIDED, HOWEVER, THAT SELLER SHALL NOT BE
REQUIRED TO PAY ANY AMOUNT TO PURCHASER PURSUANT TO THIS SECTION 5.22 UNLESS AND
UNTIL IT HAS RECEIVED PAYMENT ASSOCIATED WITH CLAIMS UNDER SUCH POLICIES FROM
THE THIRD-PARTY INSURER (NET OF ANY DEDUCTIBLE).
PURCHASER AND SELLER SHALL
COOPERATE IN CONNECTION WITH MAKING SUCH CLAIM AND EACH PARTY SHALL PROVIDE THE
OTHER WITH ALL REASONABLY REQUESTED INFORMATION NECESSARY FOR SELLER TO MAKE
SUCH CLAIM.
SELLER AGREES TO TAKE ACTIONS THAT IT BELIEVES IN GOOD FAITH ARE
COMMERCIALLY REASONABLE TO PERMIT PURCHASER