Common use of Cooperation; Consents Clause in Contracts

Cooperation; Consents. Seller and the Purchaser shall, except as otherwise provided herein, use reasonable best efforts to fulfill the conditions precedent to the other applicable Party’s obligations under this Agreement. Without limiting the foregoing, the Parties shall cooperate with, and do all things reasonably requested to assist, one another: (i) in the prompt preparation and filing (which filing shall occur as quickly as practicable consistent with the Parties’ obligations herein) of any filings required with respect to any Required Governmental Consents, including in connection with the making of such filings and providing copies of all documents to the non-filing Party’s advisors prior to filing and, if requested, accepting reasonable additions, deletions, or changes suggested in connection therewith; and (ii) in seeking timely to obtain all Required Governmental Consents or to make any related filings. The Parties shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any applicable Governmental Authority and shall comply promptly with any such inquiry or request and shall promptly provide any supplemental information requested in connection with the filings made hereunder pursuant to Applicable Law as required to facilitate obtaining promptly the Required Governmental Consents. Any such supplemental information shall be in substantial compliance, with the requirements of Applicable Law. Each Party shall use reasonable best efforts to obtain expiration or termination of the waiting period under any clearance required with respect to any Required Governmental Consents for the consummation of the transactions contemplated by this Agreement. All fees, expenses and disbursements incurred by Purchaser, Seller, the Company, GETRAG All Wheel Drive, any Affiliate of Seller or Purchaser or third party Person (provided that, with respect to third party Persons, such expenses are payable by any of Purchaser, Seller, the Company, GETRAG All Wheel Drive or an Affiliate of Seller or Purchaser) in connection with the matters referred to in this Section 6.1(b) shall be borne by Purchaser whether or not incurred by Purchaser or on its behalf. For the avoidance of doubt, the fees, expenses and disbursements referenced in the preceding sentence shall not include any fees of Seller’s, or its Affiliate’s counsel.

Cooperation; Consents. Seller and the Purchaser shall, except as otherwise provided herein, use reasonable best efforts to fulfill the conditions precedent to the other applicable Party’s obligations under this Agreement. Without limiting the foregoing, the Parties shall cooperate with, and do all things reasonably requested to assist, one another: (i) in the prompt preparation and filing (which filing shall occur as quickly as practicable consistent with the Parties’ obligations herein) of any filings required with respect to any Required Governmental Consents, including in connection with the making of such filings and providing copies of all documents to the non-filing Party’s advisors prior to filing and, if requested, accepting reasonable additions, deletions, or changes suggested in connection therewith; and (ii) in seeking timely to obtain all Required Governmental Consents or to make any related filings. The Parties shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any applicable Governmental Authority and shall comply promptly with any such inquiry or request and shall promptly provide any supplemental information requested in connection with the filings made hereunder pursuant to Applicable Law as required to facilitate obtaining promptly the Required Governmental Consents. Any such supplemental information shall be in substantial compliance, with the requirements of Applicable Law. Each Party shall use reasonable best efforts to obtain expiration or termination of the waiting period under any clearance required with respect to any Required Governmental Consents for the consummation of the transactions contemplated by this Agreement. All fees, expenses and disbursements incurred by Purchaserthe GETRAG Parties, Seller, the Company, GETRAG All Wheel Drive, any Affiliate of Seller or Purchaser any of the GETRAG Parties or any third party Person (provided that, with respect to third party Persons, such expenses are payable by any of Purchaserthe GETRAG Parties, Seller, the Company, GETRAG All Wheel Drive Seller or an Affiliate of Seller or Purchaserany GETRAG Party) in connection with the matters referred to in this Section 6.1(b) 6.2 shall be borne by Purchaser whether or not incurred by Purchaser or on its behalf. For the avoidance of doubt, the fees, expenses and disbursements referenced in the preceding sentence shall not include any fees of Seller’s, or its Affiliate’s ’s, counsel, except as provided for in Section 6.3.

Cooperation; Consents. Seller Between the date of this Agreement and the Purchaser shallearlier of the Effective Time and the date on which this Agreement is terminated in accordance with Section 7.1 (‘‘Termination’’) each of the Company, except as otherwise provided herein, use reasonable best efforts to fulfill Parent and the conditions precedent to the other applicable Party’s obligations under this Agreement. Without limiting the foregoing, the Parties Merger Sub shall cooperate with, with one another as set forth below. (a) The Company and do all things reasonably requested to assist, one another: Parent shall coordinate and cooperate in connection with (i) the preparation of the Proxy Statement and any Other Filings, (ii) determining whether any action by or in the prompt preparation and respect of, or filing (which filing shall occur as quickly as practicable consistent with the Parties’ obligations herein) of with, any filings Governmental Entity is required, or any actions are required with respect to be taken under, or consents, approvals or waivers are required to be obtained from parties to, any Required Governmental ConsentsCompany Material Contracts, including in connection with the Merger or the other transactions contemplated by this Agreement and (iii) timely taking any such actions, seeking any such consents, approvals or waivers or making of any such filings or furnishing information required in connection therewith or with the Proxy Statement and providing copies of all documents any Other Filings. (b) The Company and Parent shall use their commercially reasonable efforts to the non-filing Party’s advisors prior to filing and, if requested, accepting reasonable additions, deletions(i) take, or changes suggested in connection therewith; cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly as practicable, (ii) in seeking timely obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to obtain all Required Governmental Consents be obtained by Parent or the Company or any of their respective Subsidiaries, or to make avoid any related filings. The Parties shall keep each other apprised of the status of action or proceeding by any communications withGovernmental Entity, and any inquiries or requests for additional information from, any applicable Governmental Authority and shall comply promptly with any such inquiry or request and shall promptly provide any supplemental information requested in connection with the filings made hereunder pursuant authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated herein, (iii) lift any injunctions or remove any other legal impediment to Applicable Law the consummation or the Merger and the other transactions contemplated by this Agreement and (iv) in addition to, and not in modification or limitation of, the obligations set forth in Section 5.2 (‘‘Filings’’), as promptly as reasonably practicable after the date of this Agreement, make all necessary filings, and thereafter make any other required to facilitate obtaining promptly the Required Governmental Consents. Any such supplemental information shall be submissions, and pay any fees due in substantial complianceconnection therewith, with respect to this Agreement and the requirements Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law; provided, however, that the Company and Parent shall cooperate with each other in connection with (x) preparing and filing the Proxy Statement, as set forth in Section 5.2 (‘‘Filings’’), (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of Applicable Lawthe Merger and the other transactions contemplated by this Agreement and (z) seeking any such actions, consents, approvals or waivers or making any such filings. Each Party The Company and Parent shall use furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the Merger and the other transactions contemplated by this Agreement. (c) The Company and Parent shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their commercially reasonable best efforts to obtain expiration any third party consents, (i) necessary, proper or termination advisable on the part of the waiting period under any clearance required with respect Company or Parent (or their respective Subsidiaries), as applicable, to any Required Governmental Consents for the consummation of consummate the transactions contemplated by this Agreement, (ii) required to be disclosed in the Company Disclosure Schedule or the Parent Disclosure Schedule, as applicable, or (iii) required to prevent a Company Material Adverse Effect or a Parent Material Adverse Effect, as applicable, from occurring prior to or after the Effective Time; provided, however that the Company and Parent shall coordinate and cooperate in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Merger and the other transactions contemplated by this Agreement, and in seeking any such actions, consents, approvals or waivers. All fees, expenses and disbursements incurred by Purchaser, Seller, In the Company, GETRAG All Wheel Drive, event that either party shall fail to obtain any Affiliate of Seller or Purchaser or third party Person consent described in the first sentence of this Section 5.5(c), such party shall use its commercially reasonable efforts, and shall take any such actions reasonably requested by the other party hereto, to minimize any adverse effect upon the Company and Parent, their respective Subsidiaries, and their respective businesses resulting, or which could reasonably be expected to result, after the Effective Time, from the failure to obtain such consent. (provided thatd) Without limiting the generality of anything contained in this Section 5.5, each party hereto shall: (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to third party Persons, such expenses are payable by the Merger or any of Purchaserthe other transactions contemplated by this Agreement; (ii) keep the other parties informed as to the status of any such request, Sellerinquiry, investigation, action or legal proceeding; and (iii) promptly inform the Companyother parties of any communication to or from any Governmental Entity regarding the Merger and the other transactions contemplated by this Agreement. Each party hereto will consult and cooperate with the other parties and will consider in good faith the views of the other parties in connection with any filing, GETRAG All Wheel Drive analysis, appearance, presentation, memorandum, brief, argument, opinion or an Affiliate of Seller proposal made or Purchaser) submitted in connection with the matters referred Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each party hereto will permit authorized representatives of the other parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) Notwithstanding anything to the contrary in this Section 6.1(bAgreement, in connection with obtaining any approval or consent from any Person with respect to the Merger or the other transactions contemplated by this Agreement, (i) except as required by the terms of existing agreements, without the prior written consent of Parent, neither the Company nor the Company Subsidiary shall pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration (other than non-material amounts), make any commitment or incur any liability or other obligation due to such Person, and (ii) neither Parent nor the Merger Sub shall be borne required to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation. (f) The Company shall take all actions reasonably necessary to furnish Parent, as soon as practicable prior to the Closing Date, with a customary payoff letter from Wells Fargo National Association as administrative agent for the Company Credit Facility that: (i) indicates the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs and/or other obligations related to such Company Credit Facility as of the Closing Date (the ‘‘Payoff Amount’’), (ii) states that all Liens relating thereto shall be, upon the payment of the Payoff Amount on the Closing Date, released by Purchaser whether or not incurred by Purchaser or on its behalf. For the avoidance of doubt, the fees, expenses any such Person and disbursements referenced in the preceding sentence shall not include any fees of Seller’s(iii) states that such Person shall, or its Affiliateauthorizes Parent to, file Uniform Commercial Code Termination Statements releasing such Person’s counselLiens on the assets and properties of the Company or the Company Subsidiary, as applicable (the ‘‘Payoff Letter’’).

Cooperation; Consents. Seller (a) The Buyers and the Purchaser shallSellers shall reasonably cooperate with each other and their respective counsel and accountants in connection with any actions reasonably required to be taken as part of their respective obligations under this Agreement, except and the Buyers and the Sellers shall execute such other documents as may be reasonably necessary or desirable to attempt in good faith to obtain any Consent or to implement and consummate this Agreement, and otherwise provided herein, use their commercially reasonable best efforts to consummate the Transactions, including satisfaction, but not waiver, of the closing conditions set forth in ARTICLE VII and ARTICLE VIII, and to fulfill the conditions precedent to the other applicable Party’s their respective obligations under this Agreement. Without limiting the generality of the foregoing, the Sellers shall reasonably cooperate with the Buyers, and take such action as is reasonably necessary or desirable, in order for the Buyers to attempt to obtain landlord estoppel certificates and/or landlord waiver and collateral access agreements from the lessors under the Leases listed on Schedule 3.08(b) (all of which shall be in the form required by the applicable Leases or otherwise in form and substance reasonably acceptable to the applicable Seller and Buyer) and title commitments, title policies and surveys; provided in each case, however, that in no event shall the Sellers be obligated to cure any title or survey defects or encumbrances other than the removal at Closing of any liens not constituting Permitted Liens. (b) As soon as practicable after the execution of this Agreement, the Parties shall cooperate withmake appropriate requests and shall use commercially reasonable efforts to attempt in good faith, and do all things reasonably requested on a joint basis, to assist, one another: obtain as expeditiously as possible (i) any third party Consents required under any Assumed Contracts, and (ii) execution of reasonable estoppel certificates and/or landlord waiver and collateral access agreements by lessors under any Leases. The Sellers shall be responsible for and shall pay all administrative or processing fees imposed by a Person as a condition to processing any Consent, estoppel certificate, landlord waiver and/or collateral access agreement request, in each case to the prompt preparation extent such charges and filing (which filing fees are required by the express terms of the applicable Lease or other Assumed Contract. The Sellers and the Buyers shall occur as quickly as practicable consistent with the Parties’ obligations herein) of any filings required with respect to any Required Governmental Consents, including cooperate in connection with the making preparation of such filings the forms of Consent and providing copies of all documents to the non-filing Party’s advisors prior to filing and, if requested, accepting reasonable additions, deletions, or changes suggested in connection therewith; estoppel certificates and (ii) in seeking timely to obtain all Required Governmental Consents or to make any related filings. The Parties landlord waivers and collateral access agreements and shall keep each other apprised of reasonably informed as to the status of any communications with, and any inquiries or requests for additional information from, any applicable Governmental Authority and shall comply promptly with obtaining any such inquiry or request Consents and shall promptly provide any supplemental information requested in connection with the filings made hereunder pursuant to Applicable Law as required to facilitate obtaining promptly the Required Governmental Consents. Any such supplemental information shall be in substantial compliance, with the requirements of Applicable Law. Each Party shall use reasonable best efforts to obtain expiration or termination of the waiting period under any clearance required with respect to any Required Governmental Consents for the consummation of the transactions contemplated by this Agreement. All fees, expenses estoppel certificates and disbursements incurred by Purchaser, Seller, the Company, GETRAG All Wheel Drive, any Affiliate of Seller or Purchaser or third party Person (provided that, with respect to third party Persons, such expenses are payable by any of Purchaser, Seller, the Company, GETRAG All Wheel Drive or an Affiliate of Seller or Purchaser) in connection with the matters referred to in this Section 6.1(b) shall be borne by Purchaser whether or not incurred by Purchaser or on its behalf. For the avoidance of doubt, the fees, expenses landlord waivers and disbursements referenced in the preceding sentence shall not include any fees of Seller’s, or its Affiliate’s counselcollateral access agreements.

Cooperation; Consents. Seller The Company and the Purchaser shall, except as otherwise provided herein, Parent shall use commercially reasonable best efforts to fulfill take, or cause to be taken, all reasonable actions, and to do, or cause to be done, all things reasonably necessary under applicable Laws to consummate the conditions precedent to transactions contemplated hereby as promptly as reasonably practicable after the other applicable Party’s obligations under this Agreementdate hereof. Without limiting the generality of the foregoing, the Parties shall cooperate with, and do all things reasonably requested to assist, one another: (ia) in the prompt preparation and filing (which filing filings shall occur as quickly as practicable consistent with no later than five (5) Business Days after the Parties’ obligations hereindate hereof) of any filings required for early termination of any waiting period under the HSR Act; (b) in determining whether action by or in respect of, or filing with, any Governmental Entity is required, proper or advisable or any actions, Consents or waivers are required to be obtained from parties to any Listed Contract, in connection with the transactions contemplated by this Agreement; and (c) in seeking to obtain any such actions, Consents or waivers or to make any such filings in a timely fashion, provided that the Company shall not be required to make or cause to be made any payment to any third party to secure any Consents under any Listed Contract except with respect to any Required Governmental Consents, including in connection with Indebtedness of the making of such filings and providing copies of all documents to the non-filing Party’s advisors prior to filing and, if requested, accepting reasonable additions, deletions, or changes suggested in connection therewith; and (ii) in seeking timely to obtain all Required Governmental Consents or to make any related filingsCompany. The Parties shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information fromfrom the United States Federal Trade Commission, the United States Department of Justice, and any other applicable Governmental Authority Entity and shall comply respond promptly with to any such inquiry or request, including any request and shall promptly provide any for supplemental information requested in connection with the filings made hereunder pursuant to Applicable Law as required to facilitate obtaining promptly the Required Governmental Consents. Any HSR Act or such supplemental information shall be in substantial compliance, with the requirements of Applicable other applicable Law. Each Party shall use its commercially reasonable best efforts to obtain expiration or termination of the waiting period under the HSR Act or any clearance Consent required with respect to any Required Governmental Consents under such other applicable Law for the consummation of the transactions contemplated by this Agreement. All fees; provided, expenses and disbursements incurred by Purchaserhowever, Seller, the Company, GETRAG All Wheel Drive, any Affiliate of Seller or Purchaser or third party Person (provided that, with respect to third party Personsnotwithstanding the foregoing, such expenses are payable by or any of Purchaserother covenant herein contained, Seller, the Company, GETRAG All Wheel Drive or an Affiliate of Seller or Purchaser) in connection with the matters referred receipt of any necessary authorization, Consents, notifications or approvals under the HSR Act or any other applicable Laws or otherwise, neither Parent nor its affiliates shall be required to in divest or hold separate, or otherwise take or commit to take any action that limits Parent’s or any of its affiliates’ freedom of action with respect to, or their ability to retain, the Company or any portions thereof or any of the businesses, product lines, properties of the Company, Parent or any of their subsidiaries or affiliates. In carrying out their obligations under this Section 6.1(b) 5.2, each of the Parties shall be borne by Purchaser whether or not incurred by Purchaser or on its behalf. For keep the avoidance other Parties fully informed of doubt, the fees, expenses all communications with any Governmental Entity and disbursements referenced in the preceding sentence shall not include submit or otherwise provide any fees of Seller’sinformation to such Governmental Entity without first having provided a reasonable opportunity to the other Party and its counsel to comment upon such information and to participate in any meetings, telephone calls or its Affiliate’s counselother communications with such Governmental Entity.

Cooperation; Consents. Seller Between the date of this Agreement and the Purchaser shallearlier of the Effective Time and the date on which this Agreement is terminated in accordance with Section 7.1 (“Termination”) each of the Company, except as otherwise provided herein, use reasonable best efforts to fulfill Parent and the conditions precedent to the other applicable Party’s obligations under this Agreement. Without limiting the foregoing, the Parties Merger Sub shall cooperate with, with one another as set forth below. (a) The Company and do all things reasonably requested to assist, one another: Parent shall coordinate and cooperate in connection with (i) the preparation of the Proxy Statement and any Other Filings, (ii) determining whether any action by or in the prompt preparation and respect of, or filing (which filing shall occur as quickly as practicable consistent with the Parties’ obligations herein) of with, any filings Governmental Entity is required, or any actions are required with respect to be taken under, or consents, approvals or waivers are required to be obtained from parties to, any Required Governmental ConsentsCompany Material Contracts, including in connection with the Merger or the other transactions contemplated by this Agreement and (iii) timely taking any such actions, seeking any such consents, approvals or waivers or making of any such filings or furnishing information required in connection therewith or with the Proxy Statement and providing copies of all documents any Other Filings. (b) The Company and Parent shall use their commercially reasonable efforts to the non-filing Party’s advisors prior to filing and, if requested, accepting reasonable additions, deletions(i) take, or changes suggested in connection therewith; cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly as practicable, (ii) in seeking timely obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to obtain all Required Governmental Consents be obtained by Parent or the Company or any of their respective Subsidiaries, or to make avoid any related filings. The Parties shall keep each other apprised of the status of action or proceeding by any communications withGovernmental Entity, and any inquiries or requests for additional information from, any applicable Governmental Authority and shall comply promptly with any such inquiry or request and shall promptly provide any supplemental information requested in connection with the filings made hereunder pursuant authorization, execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated herein, (iii) lift any injunctions or remove any other legal impediment to Applicable Law the consummation or the Merger and the other transactions contemplated by this Agreement and (iv) in addition to, and not in modification or limitation of, the obligations set forth in Section 5.2 (“Filings”), as promptly as reasonably practicable after the date of this Agreement, make all necessary filings, and thereafter make any other required to facilitate obtaining promptly the Required Governmental Consents. Any such supplemental information shall be submissions, and pay any fees due in substantial complianceconnection therewith, with respect to this Agreement and the requirements Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law; provided, however, that the Company and Parent shall cooperate with each other in connection with (x) preparing and filing the Proxy Statement, as set forth in Section 5.2 (“Filings”), (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of Applicable Lawthe Merger and the other transactions contemplated by this Agreement and (z) seeking any such actions, consents, approvals or waivers or making any such filings. Each Party The Company and Parent shall use furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the Merger and the other transactions contemplated by this Agreement. (c) The Company and Parent shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their commercially reasonable best efforts to obtain expiration any third party consents, (i) necessary, proper or termination advisable on the part of the waiting period under any clearance required with respect Company or Parent (or their respective Subsidiaries), as applicable, to any Required Governmental Consents for the consummation of consummate the transactions contemplated by this Agreement, (ii) required to be disclosed in the Company Disclosure Schedule or the Parent Disclosure Schedule, as applicable, or (iii) required to prevent a Company Material Adverse Effect or a Parent Material Adverse Effect, as applicable, from occurring prior to or after the Effective Time; provided, however that the Company and Parent shall coordinate and cooperate in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Merger and the other transactions contemplated by this Agreement, and in seeking any such actions, consents, approvals or waivers. All fees, expenses and disbursements incurred by Purchaser, Seller, In the Company, GETRAG All Wheel Drive, event that either party shall fail to obtain any Affiliate of Seller or Purchaser or third party Person consent described in the first sentence of this Section 5.5(c), such party shall use its commercially reasonable efforts, and shall take any such actions reasonably requested by the other party hereto, to minimize any adverse effect upon the Company and Parent, their respective Subsidiaries, and their respective businesses resulting, or which could reasonably be expected to result, after the Effective Time, from the failure to obtain such consent. (provided thatd) Without limiting the generality of anything contained in this Section 5.5, each party hereto shall: (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to third party Persons, such expenses are payable by the Merger or any of Purchaserthe other transactions contemplated by this Agreement; (ii) keep the other parties informed as to the status of any such request, Sellerinquiry, investigation, action or legal proceeding; and (iii) promptly inform the Companyother parties of any communication to or from any Governmental Entity regarding the Merger and the other transactions contemplated by this Agreement. Each party hereto will consult and cooperate with the other parties and will consider in good faith the views of the other parties in connection with any filing, GETRAG All Wheel Drive analysis, appearance, presentation, memorandum, brief, argument, opinion or an Affiliate of Seller proposal made or Purchaser) submitted in connection with the matters referred Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each party hereto will permit authorized representatives of the other parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) Notwithstanding anything to the contrary in this Section 6.1(bAgreement, in connection with obtaining any approval or consent from any Person with respect to the Merger or the other transactions contemplated by this Agreement, (i) except as required by the terms of existing agreements, without the prior written consent of Parent, neither the Company nor the Company Subsidiary shall pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration (other than non-material amounts), make any commitment or incur any liability or other obligation due to such Person, and (ii) neither Parent nor the Merger Sub shall be borne required to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation. (f) The Company shall take all actions reasonably necessary to furnish Parent, as soon as practicable prior to the Closing Date, with a customary payoff letter from Xxxxx Fargo National Association as administrative agent for the Company Credit Facility that: (i) indicates the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs and/or other obligations related to such Company Credit Facility as of the Closing Date (the “Payoff Amount”), (ii) states that all Liens relating thereto shall be, upon the payment of the Payoff Amount on the Closing Date, released by Purchaser whether or not incurred by Purchaser or on its behalf. For the avoidance of doubt, the fees, expenses any such Person and disbursements referenced in the preceding sentence shall not include any fees of Seller’s(iii) states that such Person shall, or its Affiliateauthorizes Parent to, file Uniform Commercial Code Termination Statements releasing such Person’s counselLiens on the assets and properties of the Company or the Company Subsidiary, as applicable (the “Payoff Letter”).

Cooperation; Consents. Seller and the Purchaser shall, except as otherwise provided herein, use reasonable best efforts to fulfill the conditions precedent At all times prior to the other applicable Party’s obligations under Closing Date or termination of this Agreement. Without limiting the foregoingAgreement pursuant to Article XIV, the Parties each party shall cooperate with the others to the end that the parties shall (a) in a timely manner make all necessary filings with, and do conduct negotiations with, all things reasonably requested to assist, one another: (i) in Authorities and other Persons the prompt preparation and filing (which filing shall occur as quickly as practicable consistent with the Parties’ obligations herein) consent or approval of any filings required with respect to any Required Governmental Consents, including in connection with the making of such filings and providing copies of all documents to the non-filing Party’s advisors prior to filing and, if requested, accepting reasonable additions, deletionswhich, or changes suggested in connection therewith; and (ii) in seeking timely to obtain all Required Governmental Consents a License or to make any related filings. The Parties shall keep each other apprised of the status of any communications withPermit from which, and any inquiries or requests for additional information from, any applicable Governmental Authority and shall comply promptly with any such inquiry or request and shall promptly provide any supplemental information requested in connection with the filings made hereunder pursuant to Applicable Law as is required to facilitate obtaining promptly the Required Governmental Consents. Any such supplemental information shall be in substantial compliance, with the requirements of Applicable Law. Each Party shall use reasonable best efforts to obtain expiration or termination of the waiting period under any clearance required with respect to any Required Governmental Consents for the consummation of the transactions contemplated herein and in the Transaction Documents and (b) provide to each other party such information as the other party may reasonably request in order to enable it to prepare such filings and to conduct such negotiations. The parties shall also use their respective commercially reasonable efforts to expedite the review process and to obtain, or cause to be obtained, all such necessary consents, approvals, Licenses and Permits as promptly as practicable. To the extent permitted by this AgreementApplicable Law, the parties shall request that each Authority or other Person whose review, consent or approval is requested treat as confidential all information which is submitted to it. All feesNotwithstanding the foregoing, expenses and disbursements incurred by in no event shall Purchaser, SellerNewco, any Seller or any of their respective Affiliates be obligated, in order to obtain any such Required Governmental Approval or Required Contractual Consent, (i) to make any payments to third parties (other than filing fees payable to Authorities); (ii) to consent to any change in the terms of any agreement or arrangement which would be materially adverse to its interests or the interests of its Affiliates; (iii) to make any disposition, including, without limitation, any disposition of any asset, business or line of products; or (iv) to comply with any condition or undertaking or take any action which is reasonably unacceptable to it. Purchaser, on the one hand, and Sellers, on the other hand, shall each be responsible for fifty percent (50%) of the costs and expenses incurred or fees paid to Authorities to obtain the Required Governmental Approvals, the Company, GETRAG All Wheel Drive, any Affiliate of Seller Required Contractual Consents and/or such Licenses or Purchaser or third party Person (provided that, with respect to third party Persons, such expenses are payable by any of Purchaser, Seller, the Company, GETRAG All Wheel Drive or an Affiliate of Seller or Purchaser) in connection with the matters referred to in this Section 6.1(b) shall be borne by Purchaser whether or not incurred by Purchaser or on its behalf. For the avoidance of doubt, the fees, expenses and disbursements referenced in the preceding sentence shall not include any fees of Seller’s, or its Affiliate’s counselPermits.

Cooperation; Consents. Seller and the Purchaser shall, except as otherwise provided herein, use reasonable best efforts to fulfill the conditions precedent Prior to the Closing Date, each party shall cooperate with the other applicable Party’s to the end that the parties shall (i) in a timely manner make all necessary filings with, and conduct negotiations with, all Authorities and other Persons the consent or approval of which, or a license or permit from which, is required for the consummation of the transactions contemplated herein and (ii) provide to each other party such information as the other party may reasonably request in order to enable it to prepare such filings and to conduct such negotiations. The Shareholders shall cause Seller to timely fulfill its obligations under this Agreementhereunder and shall not, either directly or indirectly through any of their representatives or otherwise, take any action to hinder, delay or frustrate the consummation of the transactions described herein. Without limiting the foregoing, the Parties Shareholders shall cooperate withnot revoke, rescind, withdraw or cancel their authorization and do approval of the transactions described herein. The parties shall also use their respective best efforts to expedite the review process and to obtain all things reasonably such necessary consents, approvals, licenses and permits as promptly as practicable. To the extent permitted by Applicable Law, the parties shall request that each Authority or other Person whose review, consent or approval is requested treat as confidential all information which is submitted to assistit. Notwithstanding the foregoing, one another: in no event shall Buyer, Seller or any of their Affiliates be obligated (i) in the prompt preparation and to make any payments to third parties (other than filing (which filing shall occur as quickly as practicable consistent with the Parties’ obligations herein) of any filings required with respect fees payable to any Required Governmental ConsentsAuthorities), including in connection with the making of such filings and providing copies of all documents to the non-filing Party’s advisors prior to filing and, if requested, accepting reasonable additions, deletions, or changes suggested in connection therewith; and (ii) to consent to any change in seeking timely the terms of any agreement or arrangement which would be materially adverse to obtain all Required Governmental Consents its interests or the interests of its Affiliates, (iii) to make any related filings. The Parties shall keep each other apprised of the status disposition, including, without limitation any disposition of any communications withSubsidiary, and any inquiries asset, business or requests for additional information from, any applicable Governmental Authority and shall line of products or (iv) to comply promptly with any condition or undertaking or take any action which is reasonably unacceptable to it, to obtain any such inquiry Required Governmental Approval or request Required Contractual Consent. Seller and Buyer shall promptly provide any supplemental information requested in connection with the filings made hereunder pursuant bear their own costs and expenses incurred or fees paid to Applicable Law as required Authorities to facilitate obtaining promptly obtain the Required Governmental Approvals and Required Contractual Consents. Any such supplemental information shall be in substantial compliance, with the requirements of Applicable Law. Each Party shall use reasonable best efforts bear its own costs and expenses (including fees paid to authorities) incurred to obtain expiration such consents, approvals, licenses or termination of the waiting period under any clearance required with respect to any Required Governmental Consents for the consummation of the transactions contemplated by this Agreement. All fees, expenses and disbursements incurred by Purchaser, Seller, the Company, GETRAG All Wheel Drive, any Affiliate of Seller or Purchaser or third party Person (provided that, with respect to third party Persons, such expenses are payable by any of Purchaser, Seller, the Company, GETRAG All Wheel Drive or an Affiliate of Seller or Purchaser) in connection with the matters referred to in this Section 6.1(b) shall be borne by Purchaser whether or not incurred by Purchaser or on its behalf. For the avoidance of doubt, the fees, expenses and disbursements referenced in the preceding sentence shall not include any fees of Seller’s, or its Affiliate’s counselpermits.

Cooperation; Consents. Seller (a) Subject to the terms and conditions of this Agreement: (i) Sellers shall, and shall cause the Acquired Companies to, and Purchaser shall, except as otherwise provided hereinand shall cause its respective subsidiaries to, use commercially reasonable best efforts (A) to fulfill take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on such Persons with respect to the transactions contemplated hereby and, subject to the conditions precedent set forth in Article III hereof, to consummate the transactions contemplated hereby as promptly as practicable, and (B) to obtain (and to cooperate with the other Parties to obtain) any Consent, authorization, order or approval of, or any exemption by, any Governmental Authority and any other third party that is required to be obtained by them or any of their respective subsidiaries in connection with the transactions contemplated hereby, and to comply with the terms and conditions of any such consent, authorization, order or approval; and (ii) Sellers shall, and shall cause the Acquired Companies to, and Purchaser Parent shall, and shall cause its respective subsidiaries to, comply with those obligations set forth on Schedule 6.03(a). Each Party shall, and shall cause their Affiliates to, promptly execute and deliver to the other applicable Party’s obligations under Parties, as may be reasonably requested, any other assurances or additional documents or instruments reasonably necessary, proper or advisable to consummate the transactions contemplated by, and to carry out fully the purposes of, this Agreement. Without limiting the generality of the foregoing, the Parties shall cooperate witheach Party shall, and do all things shall cause their Affiliates to, from time to time when reasonably requested by the other Party, whether at or after the Closing, promptly take further action or execute and deliver, or cause to assistbe executed and delivered, one another: to such other Party or its designee all such documents reasonably necessary to vest in Purchaser all right, title and interest in and to the Transferred Interests and to effectuate the other transactions contemplated by this Agreement, in each case, in accordance with this Agreement. (b) No earlier than sixty (60) days prior to Closing, but in any event no later than fifty (50) days prior to Closing, Purchaser Parent shall, and shall cause its Affiliates to, determine whether a filing of a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) is required in order to consummate the transactions contemplated by this Agreement, and upon making such determination shall provide written notice to Parent Seller. If Purchaser Parent determines that a filing is required, each of Sellers and Purchaser undertakes and agrees to file as soon as practicable, but in all cases, within five (5) Business Days following such determination, (i) in a Notification and Report Form under the prompt preparation and filing (which filing shall occur as quickly as practicable consistent HSR Act with the Parties’ obligations herein) of any filings required with respect to any Required Governmental Consents, including in connection with FTC and the making of such filings and providing copies of all documents to the non-filing Party’s advisors prior to filing and, if requested, accepting reasonable additions, deletions, or changes suggested in connection therewith; Antitrust Division and (ii) in seeking timely such other filings with any other Governmental Entities as may be required under any applicable foreign antitrust, competition or trade regulation law (such filings, collectively, the “Regulatory Filings”). Each of Sellers and Purchaser shall (x) respond as promptly as practicable to obtain all Required Governmental Consents or to make any related filings. The Parties shall keep each other apprised of the status of any communications with, and any reasonable inquiries or requests for additional information fromor documentation received from the FTC, the Antitrust Division or any applicable other Governmental Authority and (y) not extend any waiting period under the HSR Act or any foreign antitrust, competition or trade regulation law or enter into any agreement with the FTC, the Antitrust Division or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Parties hereto. The Parties shall comply promptly use commercially reasonable efforts to avoid or eliminate impediments under any antitrust, competition or trade regulation law or that may be asserted by the FTC, the Antitrust Division or any other Governmental Authority with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur prior to the Outside Date, including defending through litigation on the merits any claim asserted in any court by any party, including appeals; provided, however, that nothing contained in this Agreement shall be deemed to obligate Purchaser to propose, negotiate, offer to commit and effect (and if such inquiry offer is accepted, commit to and effect), by consent decree, hold separate order or request otherwise, the sale, divestiture or disposition of such assets or businesses of Purchaser or its subsidiaries or otherwise offer to take or offer to commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of Purchaser or its subsidiaries, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or Proceeding, which would otherwise have the effect of preventing or delaying the Closing beyond the Outside Date. Purchaser and Parent Seller each shall promptly provide be responsible for fifty percent (50%) of all filing fees payable to the FTC, the Antitrust Division or any supplemental information requested other Governmental Authority in connection with the filings made hereunder pursuant antitrust, competition or trade regulation matters contemplated by this Agreement. (c) Subject to Applicable Law and any applicable privilege, Parent Seller or Purchaser, as required the case may be, shall promptly furnish to facilitate obtaining promptly the Required other Parties copies of any notices or written communications received by such Party from any third party or any Governmental Consents. Any such supplemental information shall be in substantial compliance, with the requirements of Applicable Law. Each Party shall use reasonable best efforts to obtain expiration or termination of the waiting period under any clearance required Authority with respect to the transactions contemplated by this Agreement, and the receiving Party shall permit counsel to the other Party an opportunity to review in advance of, and the receiving Party shall consider in good faith the views of such counsel in connection with, any Required proposed written communications by the receiving Party and/or its Affiliates to any third party or any Governmental Consents for Authority, including the consummation of FTC and Antitrust Division, concerning the transactions contemplated by this Agreement. All fees, expenses and disbursements incurred by Purchaser, Seller, the Company, GETRAG All Wheel Drive, any Affiliate Each of Seller or Purchaser or third party Person (provided that, with respect to third party Persons, such expenses are payable by any of Purchaser, Seller, the Company, GETRAG All Wheel Drive or an Affiliate of Parent Seller or Purchaser) , as the case may be, agrees to provide the other Party and its counsel the opportunity, on reasonable advance written notice, to participate in any substantive meetings or discussions, either in person or by telephone, between a Party and/or any of its Affiliates, agents or advisors, on the one hand, and any third party or Governmental Authority, including the FTC and Antitrust Division, on the other hand, concerning or in connection with the matters referred transactions contemplated hereby to the extent permitted by the Governmental Authority. (d) Except as set forth on Schedule 6.03(d), in this no event shall Sellers or any Acquired Company be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals required in order to consummate the transactions contemplated hereby. (e) Immediately after the Closing Date, Parent Seller shall, and shall cause its Affiliates to, transfer to Purchaser all personnel files, documents and data in its (or their) possession or under its (or their) control that relate to the Company Employees (whether such information is maintained in hard-copy or electronic form/format), including all personnel files (including all employee applications, evaluations and agreements), all medical files (including employee safety/health, workers compensation and medical leave/Family Medical Leave Act files), all immigration files (including all I-9s and supporting information) and all employee benefits files (including enrollment forms, claims for benefits and benefit determinations, beneficiary designations, loan and distribution requests); provided that, subject to the confidentiality obligations set forth in Section 6.1(b) 6.05(c), Parent Seller and its Affiliates shall be borne by Purchaser whether permitted to retain copies of the foregoing for its (or not incurred by Purchaser or on its behalf. For the avoidance of doubt, the fees, expenses and disbursements referenced in the preceding sentence shall not include any fees of Seller’s, or its Affiliate’s counseltheir) own record.

Cooperation; Consents. a. Seller and the Purchaser shall, except as otherwise provided herein, shall do all things reasonably practicable and use commercially reasonable best efforts to fulfill the conditions precedent to the other applicable Party’s obligations under this AgreementAgreement (other than, in the case of Seller, the satisfaction of the condition set forth in Section 3.2(f) to the extent Purchaser’s debt financing is unrelated to the Property); provided that Seller shall not be required to remain secondarily or contingently liable for any Assumed Liability or make or cause to be made any payment to any third party to secure any Consents; provided, further that Purchaser shall pay certain miscellaneous fees and satisfy bond requirements as required by Indiana law, including: an application fee pursuant to IC § 4-33-6-2 and 68 IAC 5 et seq.; a license fee pursuant to IC § 4-33-6-8; a surety bond pursuant to IC § IC 4-33-6-9; and a license fee, if applicable, pursuant to IC § 4-33-4-21(d). Without limiting the generality of the foregoing, the Parties shall cooperate with, and do all things reasonably requested to assist, one another: (i) in the prompt preparation and filing (which filing filings shall occur as quickly as practicable consistent with no later than fifteen (15) Business Days after the Parties’ obligations hereindate hereof) of any filings required with by the Gaming Authorities in the State of Indiana and under the HSR Act; (ii) in determining whether action by or in respect of, or filing with, any Governmental Authority is required, proper or advisable or any actions, Consents or waivers are required to be obtained from parties to any Required Governmental ConsentsScheduled Contracts, including in connection with the making of such filings and providing copies of all documents to the non-filing Party’s advisors prior to filing and, if requested, accepting reasonable additions, deletions, or changes suggested in connection therewithtransactions contemplated by this Agreement; and (iiiii) in seeking timely to obtain all Required Governmental any such actions, Consents or waivers or to make any related filingssuch filings (including the FCC Approvals). Notwithstanding anything to the contrary in this Agreement, Purchaser acknowledges and agrees that, except as provided in Section 3.1(a) and Section 3.2(e), the successful procurement of any such action, Consent or waiver or the making of any such filing is not a condition to Purchaser’s obligation to effect the Closing. b. The Parties shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, applicable Gaming Authorities, the United States Federal Trade Commission, the United States Department of Justice, the FCC and any other applicable Governmental Authority and shall comply promptly with any such inquiry or request and shall promptly provide any supplemental information requested in connection with the filings made hereunder pursuant to the HSR Act or such other Applicable Law as required to facilitate obtaining promptly the Required Governmental ConsentsLaw. Any such supplemental information shall be in substantial compliance, compliance with the requirements of the HSR Act or such other Applicable Law. Each Party shall use its commercially reasonable best efforts to obtain expiration or termination of the waiting period under the HSR Act or any clearance or approval required with respect to any Required Governmental Consents under such other Applicable Law for the consummation of the transactions contemplated by this Agreement. All ; provided that Purchaser acknowledges and agrees that “commercially reasonable efforts” shall include the sale of assets or divestitures not amounting to a material adverse effect on the business of Purchaser following consummation of the transactions contemplated hereby. c. Other than as specifically set forth otherwise in this Agreement, all fees, expenses and disbursements incurred by Purchaser, Seller, the Company, GETRAG All Wheel Drive, any Affiliate of Seller or Purchaser or third party Person (provided that, with respect to third party Persons, such expenses are payable by any of Purchaser, Seller, the Company, GETRAG All Wheel Drive or an Affiliate of Seller or Purchaser) in connection with the matters referred to in this Section 6.1(b) 6.3 shall be borne by Purchaser whether or not if incurred by Purchaser or on its behalf and by Seller if incurred by or on its behalf. For . d. Except as permitted by the avoidance terms of doubtthis Agreement, prior to the Closing, Purchaser shall not directly or indirectly control, supervise, direct or interfere with, or attempt to control, supervise, direct or interfere with, Seller, the feesProperty or the other Purchased Assets. Until the Closing, expenses the operations and disbursements referenced in the preceding sentence shall not include any fees affairs of Seller’s, or its Affiliatethe Property and the other Purchased Assets are the sole responsibility of and under Seller’s counselcomplete and exclusive control, except as provided for in this Agreement.

Cooperation; Consents. Seller Sellers and the Purchaser shallshall do all things reasonably practicable and, except as otherwise provided herein, use commercially reasonable best efforts to fulfill the conditions precedent to the other applicable Party’s obligations under this Agreement; provided that Sellers shall not be required to make or cause to be made any payment to any third party to secure any Consents. Without limiting the foregoing, the Parties shall cooperate with, and do all things reasonably requested to assist, one another: (i) in the prompt preparation and filing (which filing shall occur as quickly as practicable consistent with no later than ten (10) days after the Parties’ obligations hereindate hereof) of any filings required with respect to under the HSR Act and by any Required Governmental Consentsgovernmental authority, including in connection with the making of such filings and and, upon entering into a joint defense agreement reasonably acceptable to each Party’s counsel, providing copies of all documents to the non-filing Party’s advisors prior to filing and, if requested, accepting all reasonable additions, deletions, or changes suggested in connection therewith; (ii) in determining whether action by or in respect of, or filing with, any governmental authority is required, proper or advisable or any actions, Consents or waivers are required to be obtained from parties to any Contracts, in connection with the transactions contemplated by this Agreement; and (iiiii) in seeking timely to obtain all Required Governmental any such actions, Consents or waivers or to make any related such filings. The Parties shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the United States Federal Trade Commission, the United States Department of Justice and any other applicable Governmental Authority governmental authority and shall comply promptly with any such inquiry or request and shall promptly provide any supplemental information requested in connection with the filings made hereunder pursuant to the HSR Act or such other Applicable Law as required to facilitate obtaining promptly the Required Governmental ConsentsLaw. Any such supplemental information shall be in substantial compliance, with the requirements of the HSR Act or such other Applicable Law. Each Party shall use commercially reasonable best efforts to obtain expiration or termination of the waiting period under the HSR Act or any clearance required with respect to any Required Governmental Consents under such other Applicable Law for the consummation of the transactions contemplated by this Agreement; provided that the Purchaser acknowledges and agrees that “commercially reasonable efforts” shall include the sale of assets or divestitures not amounting to a material adverse effect on the business of the Purchaser following the consummation of the transactions contemplated hereby. Filing fees required in connection with any filings under the HSR Act or with any other governmental authority shall be borne by the Purchaser. All other fees, expenses and disbursements incurred by Purchaser, Seller, the Company, GETRAG All Wheel Drive, any Affiliate of Seller or Purchaser or third party Person (provided that, with respect to third party Persons, such expenses are payable by any of Purchaser, Seller, the Company, GETRAG All Wheel Drive or an Affiliate of Seller or Purchaser) in connection with the matters referred to in this Section 6.1(b) 6.3 shall be borne by the Purchaser whether or not if incurred by Purchaser or on its behalf. For behalf and by Sellers if incurred by or on behalf of the avoidance of doubtSellers, the fees, expenses and disbursements referenced in the preceding sentence shall not include Company or any fees of Seller’s, or its Affiliate’s counselAcquired Company.

Cooperation; Consents. Seller Each of the parties hereto covenants and agrees, upon the terms and conditions contained herein, to (a) cooperate with the other parties hereto and to pursue diligently and in good faith and use efforts to, or cause to be taken, all actions necessary, proper or advisable to consummate and make effective the transactions contemplated hereby and to put the Purchaser shallin possession of all of the Equity Securities and in final control of the Company, except as otherwise provided hereinand its Assets, use reasonable best efforts and (b) execute any documents, instruments or conveyances of any kind that may be necessary or reasonably be deemed advisable to fulfill carry out any of the conditions precedent to the other applicable Party’s obligations under this Agreementtransactions contemplated hereby. Without limiting the generality of the foregoing, each party hereto shall use commercially reasonable efforts to (a) obtain at the Parties shall cooperate withearliest practicable date all consents, approvals, Permits, authorizations, exemptions and do all things reasonably requested waivers from federal, state, local and foreign governmental and regulatory agencies, authorities and bodies and other persons or entities required to assistbe obtained by it and necessary or advisable to authorize, one another: (i) in approve or permit the prompt preparation performance by such party of its obligations hereunder and filing (which filing shall occur as quickly as practicable consistent with the Parties’ obligations herein) of any filings required with respect to any Required Governmental Consents, including in connection with the making of such filings and providing copies of all documents to the non-filing Party’s advisors prior to filing and, if requested, accepting reasonable additions, deletions, or changes suggested in connection therewith; and (ii) in seeking timely to obtain all Required Governmental Consents or to make any related filings. The Parties shall keep under each other apprised agreement and instrument referred to herein or contemplated hereby, including, without limitation, all such consents, approvals, authorizations, exemptions and waivers listed on Schedule 3.7, (b) defend and cooperate with each other in any defending of legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement and/or the status of any communications with, and any inquiries agreements referred to herein or requests for additional information from, any applicable Governmental Authority and shall comply promptly with any such inquiry contemplated hereby or request and shall promptly provide any supplemental information requested in connection with the filings made hereunder pursuant to Applicable Law as required to facilitate obtaining promptly the Required Governmental Consents. Any such supplemental information shall be in substantial compliance, with the requirements of Applicable Law. Each Party shall use reasonable best efforts to obtain expiration or termination of the waiting period under any clearance required with respect to any Required Governmental Consents for the consummation of the transactions contemplated hereby or thereby, (c) give all notices to, and make all registrations and filings with, third parties, including, without limitation, submissions of information requested by governmental authorities, and (d) fulfill all other conditions to this Agreement. All feesThe Seller and the Purchaser agree that, expenses in the event that any consent, approval or authorization necessary or desirable to preserve for the Company any right or benefit under any Lease, license, Contract, commitment or other agreement or arrangement to which the Company is a party is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser or the Company in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Seller shall use commercially reasonable efforts to provide the Purchaser or the Company, as the case may be, with the rights and disbursements incurred by Purchaserbenefits of the affected Lease, Sellerlicense, Contract, commitment or other agreement or arrangement for the term of such Lease, license, Contract or other agreement or arrangement, and, if the Seller provides such rights and benefits, the Company, GETRAG All Wheel Drive, any Affiliate of Seller or Purchaser or third party Person (provided that, with respect to third party Persons, such expenses are payable by any of Purchaser, Seller, shall assume the Company, GETRAG All Wheel Drive or an Affiliate of Seller or Purchaser) in connection with the matters referred to in this Section 6.1(b) shall be borne by Purchaser whether or not incurred by Purchaser or on its behalf. For the avoidance of doubt, the fees, expenses obligations and disbursements referenced in the preceding sentence shall not include any fees of Seller’s, or its Affiliate’s counselburdens thereunder.

Cooperation; Consents. Seller and the Purchaser shallPrior to Closing, except as otherwise provided herein, use reasonable best efforts to fulfill the conditions precedent each party shall cooperate with each other to the other applicable Party’s obligations under this Agreement. Without limiting end that the foregoing, the Parties parties shall cooperate with, and do all things reasonably requested to assist, one another: (i) in the prompt preparation and filing (which filing shall occur as quickly as practicable consistent with the Parties’ obligations herein) of any a timely manner make all necessary filings required with respect to any Required Governmental Consents, including in connection with the making of such filings and providing copies of all documents to the non-filing Party’s advisors prior to filing and, if requested, accepting reasonable additions, deletions, or changes suggested in connection therewith; and (ii) in seeking timely to obtain all Required Governmental Consents or to make any related filings. The Parties shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information fromconduct negotiations with, any applicable Governmental Authority and shall comply promptly with all federal, state, local or foreign government, authority, instrumentality, department, commission, board, bureau, agency, official, court or other tribunal (each an “Authority”, collectively, the “Authorities”) and any such inquiry individual, corporation, association, limited liability company, partnership, joint venture or request other entity or organization of any kind or Authorities (each a “Person” and shall promptly provide any supplemental information requested in connection with collectively, “Persons”) the filings made hereunder pursuant to Applicable Law as consent or approval of which, or a license or permit from which, is required to facilitate obtaining promptly the Required Governmental Consents. Any such supplemental information shall be in substantial compliance, with the requirements of Applicable Law. Each Party shall use reasonable best efforts to obtain expiration or termination of the waiting period under any clearance required with respect to any Required Governmental Consents for the consummation of the transactions contemplated herein and (ii) provide to each other party such information as the other party may reasonably request in order to enable it to prepare such filings and to conduct such negotiations. The parties shall also use their respective best efforts to expedite the review process and to obtain all such necessary consents, approvals, licenses and permits as promptly as practicable. To the extent permitted by this Agreement. All feesapplicable all constitutions, expenses laws, statutes, principles of common law, rules, regulations, resolutions, ordinances, codes, edicts, decrees and disbursements incurred orders promulgated, implemented or otherwise put into effect by Purchaser, Selleror under the authority of any Authority (“Laws”), the Companyparties shall request that each Authority or other Person whose review, GETRAG All Wheel Driveconsent or approval is requested treat as confidential all information which is submitted to it. Each of the parties shall bear its own costs and expenses incurred or fees paid to Authorities to obtain any governmental approvals and contractual consents. Each Party shall bear its own costs and expenses (including fees paid to authorities) incurred to obtain such consents, any Affiliate of Seller approvals, licenses or Purchaser or third party Person (provided that, with respect to third party Persons, such expenses are payable by any of Purchaser, Seller, the Company, GETRAG All Wheel Drive or an Affiliate of Seller or Purchaser) in connection with the matters referred to in this Section 6.1(b) shall be borne by Purchaser whether or not incurred by Purchaser or on its behalf. For the avoidance of doubt, the fees, expenses and disbursements referenced in the preceding sentence shall not include any fees of Seller’s, or its Affiliate’s counselpermits.

Cooperation; Consents. Seller (a) From the Effective Date until the Closing, or the earlier termination of this Agreement in accordance with its terms, the Buyer and the Purchaser Sellers shall, except and shall cause their respective Affiliates to, use commercially reasonable efforts to take, or to cause to be taken, such actions as are necessary, proper or advisable, to expeditiously satisfy the closing conditions set forth in ARTICLE VIII and ARTICLE IX, to consummate and make effective the Transactions as promptly as practicable in accordance with the terms of this Agreement and the Korean Purchase Agreement and to fulfill their respective obligations under this Agreement and the Korean Purchase Agreement, including using commercially reasonable efforts with respect to (i) the obtaining of all necessary actions, waivers, consents and approvals from Governmental Authorities, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from any Governmental Authority, (ii) the defending of any Actions, whether judicial or administrative, brought challenging this Agreement or the consummation of the Transactions contemplated by this Agreement and the Korean Purchase Agreement, and (iii) the execution and delivery of any additional instruments reasonably necessary, and in form and substance reasonably satisfactory, to consummate the Transactions contemplated by this Agreement and the Korean Purchase Agreement. Notwithstanding anything herein to the contrary, nothing in this Section 6.03 shall require, or be construed to require, the Buyer, the Sellers or any of their respective Affiliates to agree to (x) sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, before or after the Closing Date, the Business or any assets, businesses or interests of such Party or any of its Affiliates; or (y) any conditions relating to, or changes or restrictions in, the operations of the Business. (b) As soon as practicable after the execution of this Agreement, the Sellers shall and shall cause their Affiliates to make appropriate requests and use their reasonable best efforts to obtain as expeditiously as possible any third party Required Consents required under any Assumed Contracts; provided, however, that unless otherwise agreed to by the Sellers in writing (including pursuant to any written arrangements entered into by the Sellers or their Affiliates or by which they are otherwise bound or subject, whether prior to or after the Effective Date), the Sellers shall not be obligated to pay any consideration therefore to any third party from whom consent or approval is requested (for the avoidance of doubt any amounts constituting an Excluded Liability under Section 2.02(b)(v) shall remain the Sellers’ responsibility separate and apart from any Required Consents), and the Buyer shall reasonably cooperate with the Sellers with respect thereto and in furtherance thereof. The Sellers, the Buyer and their respective Affiliates shall cooperate in connection with the preparation of the form of Required Consent and shall keep each other reasonably informed as to the status of obtaining any such Required Consents. In particular, the Sellers agree to, and to cause 3D Korea to, cooperate with the Buyer and Hexagon Korea, upon reasonable request, to the extent legally possible, in providing the Buyer, Hexagon Korea, their external legal counsel and any Governmental Authority, as soon as practicable, with any necessary information and reliable and accurate documents required for the purpose of making any submissions, notifications and filings to any Governmental Authority. The Parties shall as promptly as practicable effect all other necessary filings to obtain all other Consents of Governmental Authorities required to be obtained prior to the Closing Date and supply as promptly as practicable any additional information and documentary material that may be requested in connection with such Consents of Governmental Authorities. For the avoidance of doubt, all such filings that are the sole responsibility of the Buyer and its Affiliates shall be effected by the Buyer. (c) Without limiting the generality of the Buyer’s undertakings pursuant to this Section 6.03, and subject to Section 6.03(a), the Buyer agrees, and shall cause its Affiliates, to use commercially reasonable efforts to take the necessary steps, in the Buyer’s good faith determination, to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority so as to enable the Parties and their respective Affiliates to close the Transactions as promptly as possible prior to the Termination Date. (d) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any Party or its Affiliate before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the Transactions (but, for the avoidance of doubt, not including any interactions between the Sellers or the Buyer and their respective Affiliates with Governmental Authorities in the Ordinary Course of Business unrelated to the Transactions, any disclosure which is not permitted by Law or any disclosure containing commercially sensitive information, the latter of which shall in any event be provided hereinon an external counsel only basis) shall, to the extent permitted by applicable Law, be disclosed to the other Party hereunder reasonably in advance of any filing, submission or attendance, in English translation as necessary, it being the intent that the Parties and their Affiliates will reasonably consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments and proposals. Each Party shall, to the extent permitted by applicable Law, give notice to the other Party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being reasonably sufficient to provide the other Party with the opportunity to attend and participate in such meeting, discussion, appearance or contact, to the extent practicable and permitted by applicable Law. The Sellers and the Buyer shall, to the extent permitted by applicable Law, promptly furnish the other with copies of notices or other communications (or, in the case of material oral communications, advise the other of such communications) between the Sellers or the Buyer and their counsel, as the case may be, or any of their respective Affiliates, and any Governmental Authority with respect to the Transactions, in English translation as necessary and on an external counsel only basis as necessary. (e) Neither the Sellers nor the Buyer or their respective Affiliates shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Transactions, in each case with respect to any Required Consent of any Governmental Authority, unless the other Party has given its prior written consent to such extension or delay, such consent not to be unreasonably conditioned, withheld or delayed. (f) The Buyer represents and warrants that, from the Effective Date until the Closing or the earlier termination of this Agreement in accordance with its terms, it shall not, and shall cause its Affiliates and subsidiaries not to, make or undertake to make any acquisition of the business or equity securities of any third party that could reasonably be expected to materially prevent or delay the satisfaction of the conditions to closing with respect to the receipt of Required Consents from Governmental Authorities under any antitrust, competition or trade regulation Law. (g) The Buyer’s compliance with any condition, obligation or other requirement imposed in any decision by a Governmental Authority shall not result in any change to the terms and conditions of this Agreement. (h) Promptly upon any Party first becoming aware that any Consent of a Governmental Authority has been obtained or has become unobtainable, such Party shall notify the other Parties of that fact. (i) Each Party shall, and shall cause its Affiliates to, use its reasonable best efforts to obtain CFIUS Clearance. Such reasonable best efforts shall include promptly (and not later than fourteen (14) days after the Effective Date) making a draft filing of the CFIUS Notice as contemplated by 31 C.F.R. § 800.501(g) and promptly (and not more than fourteen (14) days after receiving feedback from CFIUS regarding the draft CFIUS Notice) submitting a formal CFIUS Notice as contemplated by 31 C.F.R. § 800.501(a). The Buyer and the Sellers shall use reasonable best efforts to fulfill prepare the conditions precedent CFIUS Notice with respect to the other applicable PartyBuyer’s obligations under this Agreementacquisition of the Business. Without limiting the foregoingFurther, the Parties Buyer and the Sellers shall cooperate with, and do all things reasonably requested use reasonable best efforts to assist, one another: (i) in the prompt preparation and filing (which filing shall occur provide as quickly promptly as practicable consistent with the Parties’ obligations herein) of to each other’s counsel and to CFIUS any filings required with respect to any Required Governmental Consentsadditional or supplemental information and documentary material as may be necessary, including proper or advisable in connection with preparation and submission of the making CFIUS Notice; (ii) permit the other Party to review reasonably in advance any material communication (subject to appropriate redactions to maintain confidentiality of such filings business information as mutually agreed to by the Parties) proposed to be given by it to CFIUS, and providing copies consult with each other in advance of all documents any meeting or conference with CFIUS, and, to the non-filing Party’s advisors prior extent permitted by CFIUS, give the other Party the opportunity to filing and, if requested, accepting reasonable additions, deletions, attend and participate in any such meeting or changes suggested in connection therewithconference; and (iiiii) in seeking timely to obtain all Required Governmental Consents or to make any related filings. The Parties shall keep each other timely apprised of the status and content of any material communications with, and any inquiries or requests for additional information or documentary material from, CFIUS, in each case to the extent permitted by applicable Law and subject to customary confidentiality and all applicable privileges (including the attorney-client privilege). In the event CFIUS during the review of any applicable Governmental Authority and shall comply promptly with any such inquiry or request and shall promptly provide any supplemental information requested CFIUS Notice submitted in connection with the filings made hereunder pursuant to Applicable Law Transactions, requests or demands implementation of mitigation measures as required to facilitate obtaining promptly a condition for clearing the Required Governmental Consents. Any such supplemental information shall be in substantial complianceTransactions, with the requirements of Applicable Law. Each Party Parties shall use their reasonable best efforts and in good faith work mutually to obtain expiration implement such measures, provided, that (x) neither the Buyer nor Hexagon Korea shall be obligated to agree to any mitigation measures imposed by CFIUS that (A) materially affect their ability to own and control the Business Purchased Assets or termination the Business, (B) materially affect the commercial value of the waiting period under Business Purchased Assets or the Business to the Buyer or Hexagon Korea, or (C) would reasonably be expected to have a material adverse effect on the Buyer’s and its Affiliates’ (1) businesses, (2) financial condition, (3) results of operations, or (4) ownership, control, or operation over its and their other businesses and assets, and (y) the Sellers and 3D Korea shall not be obligated to accept any clearance required with mitigation measure that adversely affect their (A) businesses, (B) financial condition, (C) results of operations, or (D) ownership, control or operation over their businesses and assets, other than the Business Purchased Assets or the Business. With respect to any Required Governmental Consents the Sellers, nothing in this Section 6.03(i) shall be construed as requiring that the Sellers adopt terms, conditions or restrictions that would reasonably be expected to have a material adverse impact on the Sellers, as determined in the Sellers’ reasonable discretion. The Buyer, on the one hand, and the Sellers, on the other, shall each be responsible for the consummation and pay fifty percent (50%) of the transactions contemplated by this Agreement. All feesfiling fee related to the CFIUS Notice, and each Party shall be responsible for their own costs and expenses related to obtaining CFIUS Clearance. (j) The Sellers shall allow the Buyer the opportunity to review in advance, and disbursements incurred by Purchaserto the extent practicable, Sellerwill consult with the Buyer, in each case subject to applicable Laws relating to the Company, GETRAG All Wheel Drive, any Affiliate exchange of Seller or Purchaser or third party Person (provided thatinformation, with respect to third party Personsall the information relating to the Buyer and Hexagon Korea, such expenses are payable which appears in any filing made by any of Purchaser, Seller, the Company, GETRAG All Wheel Drive or an Affiliate of Seller or Purchaser) Sellers in connection with the matters referred to in this Section 6.1(b) shall be borne by Purchaser whether or not incurred by Purchaser or matter disclosed as Item 1 on its behalf. For the avoidance of doubt, the fees, expenses and disbursements referenced in the preceding sentence shall not include any fees of Seller’s, or its Affiliate’s counselSchedule 2.02(b).

Cooperation; Consents. Seller Each of the parties hereto covenants and agrees, upon the terms and conditions contained herein, to (a) cooperate with the other parties hereto and to pursue diligently and in good faith and use efforts to, or cause to be taken, all actions necessary, proper or advisable to consummate and make effective the transactions contemplated hereby and by the Ancillary Agreements and to put the Purchaser shallin possession of all of the Equity Securities and in final control of the Company, except as otherwise provided hereinand its Assets, use reasonable best efforts and (b) execute any documents, instruments or conveyances of any kind that may be necessary or reasonably be deemed advisable to fulfill carry out any of the conditions precedent to transactions contemplated hereby and by the other applicable Party’s obligations under this AgreementAncillary Agreements. Without limiting the generality of the foregoing, each party hereto shall use commercially reasonable efforts to (a) obtain at the Parties shall cooperate withearliest practicable date all consents, approvals, Permits, authorizations, exemptions and do all things reasonably requested waivers from federal, state, local and foreign governmental and regulatory agencies, authorities and bodies and other persons or entities required to assistbe obtained by it and necessary or advisable to authorize, one another: (i) in approve or permit the prompt preparation performance by such party of its obligations hereunder and filing (which filing shall occur as quickly as practicable consistent with the Parties’ obligations herein) of any filings required with respect to any Required Governmental Consents, including in connection with the making of such filings and providing copies of all documents to the non-filing Party’s advisors prior to filing and, if requested, accepting reasonable additions, deletions, or changes suggested in connection therewith; and (ii) in seeking timely to obtain all Required Governmental Consents or to make any related filings. The Parties shall keep under each other apprised agreement and instrument referred to herein or contemplated hereby, including, without limitation, all such consents, approvals, authorizations, exemptions and waivers listed on Schedule 3.7, (b) defend and cooperate with each other in any defending of legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement and/or the status of any communications with, and any inquiries agreements referred to herein or requests for additional information from, any applicable Governmental Authority and shall comply promptly with any such inquiry contemplated hereby or request and shall promptly provide any supplemental information requested in connection with the filings made hereunder pursuant to Applicable Law as required to facilitate obtaining promptly the Required Governmental Consents. Any such supplemental information shall be in substantial compliance, with the requirements of Applicable Law. Each Party shall use reasonable best efforts to obtain expiration or termination of the waiting period under any clearance required with respect to any Required Governmental Consents for the consummation of the transactions contemplated hereby or thereby, (c) give all notices to, and make all registrations and filings with, third parties, including, without limitation, submissions of information requested by governmental authorities, and (d) fulfill all other conditions to this Agreement. All feesThe Seller and the Purchaser agree that, expenses in the event that any consent, approval or authorization necessary or desirable to preserve for the Company any right or benefit under any Lease, license, Contract, commitment or other agreement or arrangement to which the Company is a party is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser or the Company in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Seller shall use commercially reasonable efforts to provide the Purchaser or the Company, as the case may be, with the rights and disbursements incurred by Purchaserbenefits of the affected Lease, Sellerlicense, Contract, commitment or other agreement or arrangement for the term of such Lease, license, Contract or other agreement or arrangement, and, if the Seller provides such rights and benefits, the Company, GETRAG All Wheel Drive, any Affiliate of Seller or Purchaser or third party Person (provided that, with respect to third party Persons, such expenses are payable by any of Purchaser, Seller, shall assume the Company, GETRAG All Wheel Drive or an Affiliate of Seller or Purchaser) in connection with the matters referred to in this Section 6.1(b) shall be borne by Purchaser whether or not incurred by Purchaser or on its behalf. For the avoidance of doubt, the fees, expenses obligations and disbursements referenced in the preceding sentence shall not include any fees of Seller’s, or its Affiliate’s counselburdens thereunder.

Cooperation; Consents. Seller (a) As promptly as practicable after the date of this Agreement and the Purchaser shall, except as otherwise provided herein, use reasonable best efforts to fulfill the conditions precedent in any event prior to the Closing, each Party hereto shall in good faith reasonably cooperate with the other applicable Party’s obligations under this Agreement. Without limiting to the foregoing, end that the Parties shall cooperate with, and do all things reasonably requested to assist, one another: (i) in the prompt preparation and filing (which filing shall occur as quickly as practicable consistent with the Parties’ obligations herein) of any a timely manner make all necessary filings required with respect to any Required Governmental Consents, including in connection with the making of such filings and providing copies of all documents to the non-filing Party’s advisors prior to filing and, if requested, accepting reasonable additions, deletions, or changes suggested in connection therewith; and (ii) in seeking timely to obtain all Required Governmental Consents or to make any related filings. The Parties shall keep each other apprised of the status of any communications with, and any inquiries conduct negotiations with, all Governmental Authorities or requests for additional information fromother Persons the consent or approval of which, any applicable Governmental Authority and shall comply promptly with any such inquiry or request and shall promptly provide any supplemental information requested in connection with the filings made hereunder pursuant to Applicable Law as a license or permit from which, is required to facilitate obtaining promptly the Required Governmental Consents. Any such supplemental information shall be in substantial compliance, with the requirements of Applicable Law. Each Party shall use reasonable best efforts to obtain expiration or termination of the waiting period under any clearance required with respect to any Required Governmental Consents for the consummation of the transactions contemplated by this Agreement or any Other Agreement, and (ii) promptly provide to each other such information as the other Party may reasonably request in order to enable it to prepare such filings and to conduct such negotiations. All feesThe Parties shall also use their respective commercially reasonable efforts to expedite the review process and to obtain all such necessary consents, expenses approvals, licenses, permits and disbursements incurred permit transfers as promptly as practicable. To the extent permitted by Purchaserany applicable statute or ordinance, the Parties shall request that each Governmental Authority or other Person whose review, consent or approval is requested treat as confidential all information which is submitted to it. (b) As soon as practicable following the date hereof, Purchaser shall prepare (with Seller’s reasonable assistance), in accordance with Federal Acquisition Regulations Part 42, ¶ 42.12 and any applicable agency regulations or policies, a written request meeting the requirements of the Federal Acquisition Regulations Part 42, as reasonably interpreted by the Responsible Contracting Officer (as such term is defined in Federal Acquisition Regulations Part 42, ¶ 42.1202(a)), which shall be submitted by Seller to each Responsible Contracting Officer, for the United States government to (i) recognize Purchaser as Seller’s successor in interest to all of the Assigned Contracts constituting Government Contracts, and (ii) to enter into a novation agreement (each, a “Novation Agreement”) in form and substance reasonably satisfactory to Purchaser and Seller, pursuant to which, subject to the Companyrequirements of the Federal Acquisition Regulations Part 42, GETRAG All Wheel Driveall of Seller’s right, title and interest in and to, and all of Seller’s obligations and liabilities under, each such Government Contract shall be validly conveyed, transferred and assigned and novated to Purchaser by all parties thereto. Purchaser shall provide to Seller promptly any Affiliate of Seller or information regarding Purchaser or third party Person (provided that, with respect to third party Persons, such expenses are payable by any of Purchaser, Seller, the Company, GETRAG All Wheel Drive or an Affiliate of Seller or Purchaser) required in connection with such request. Seller and Purchaser shall each use reasonable efforts to obtain all consents, approvals and waivers required for the matters referred purpose of processing, entering into and completing the Novation Agreements with regard to in this Section 6.1(b) shall be borne any of the Government Contracts, including responding to any requests for information by Purchaser whether or not incurred by Purchaser or on its behalf. For the avoidance of doubt, the fees, expenses and disbursements referenced in the preceding sentence shall not include any fees of Seller’s, or its Affiliate’s counselUnited States government with regard to such Novation Agreement.

Cooperation; Consents. Seller (a) As promptly as practicable after the date of this Agreement and the Purchaser shall, except as otherwise provided herein, use reasonable best efforts to fulfill the conditions precedent in any event prior to the Closing, each Party hereto shall in good faith reasonably cooperate with the other applicable Party’s obligations under this Agreement. Without limiting to the foregoing, end that the Parties shall cooperate with, and do all things reasonably requested to assist, one another: (i) in the prompt preparation and filing (which filing shall occur as quickly as practicable consistent with the Parties’ obligations herein) of any a timely manner make all necessary filings required with respect to any Required Governmental Consents, including in connection with the making of such filings and providing copies of all documents to the non-filing Party’s advisors prior to filing and, if requested, accepting reasonable additions, deletions, or changes suggested in connection therewith; and (ii) in seeking timely to obtain all Required Governmental Consents or to make any related filings. The Parties shall keep each other apprised of the status of any communications with, and any inquiries conduct negotiations with, all Governmental Authorities or requests for additional information fromother Persons the consent or approval of which, any applicable Governmental Authority and shall comply promptly with any such inquiry or request and shall promptly provide any supplemental information requested in connection with the filings made hereunder pursuant to Applicable Law as a license or permit from which, is required to facilitate obtaining promptly the Required Governmental Consents. Any such supplemental information shall be in substantial compliance, with the requirements of Applicable Law. Each Party shall use reasonable best efforts to obtain expiration or termination of the waiting period under any clearance required with respect to any Required Governmental Consents for the consummation of the transactions contemplated by this Agreement or any Other Agreement, and (ii) promptly provide to each other such information as the other Party may reasonably request in order to enable it to prepare such filings and to conduct such negotiations. All feesThe Parties shall also use their respective commercially reasonable efforts to expedite the review process and to obtain all such necessary consents, expenses approvals, licenses, permits and disbursements incurred permit transfers as promptly as practicable. To the extent permitted by Purchaserany applicable statute or ordinance, the Parties shall request that each Governmental Authority or other Person whose review, consent or approval is requested treat as confidential all information which is submitted to it. (b) As soon as practicable following the date hereof, Purchaser shall prepare (with Seller's reasonable assistance), in accordance with Federal Acquisition Regulations Part 42, paragraph 42.12 and any applicable agency regulations or policies, a written request meeting the requirements of the Federal Acquisition Regulations Part 42, as reasonably interpreted by the Responsible Contracting Officer (as such term is defined in Federal Acquisition Regulations Part 42, paragraph 42.1202(a)), which shall be submitted by Seller to each Responsible Contracting Officer, for the United States government to (i) recognize Purchaser as Seller's successor in interest to all of the Assigned Contracts constituting Government Contracts, and (ii) to enter into a novation agreement (each, a "Novation Agreement") in form and substance reasonably satisfactory to Purchaser and Seller, pursuant to which, subject to the Companyrequirements of the Federal Acquisition Regulations Part 42, GETRAG All Wheel Driveall of Seller's right, title and interest in and to, and all of Seller's obligations and liabilities under, each such Government Contract shall be validly conveyed, transferred and assigned and novated to Purchaser by all parties thereto. Purchaser shall provide to Seller promptly any Affiliate of Seller or information regarding Purchaser or third party Person (provided that, with respect to third party Persons, such expenses are payable by any of Purchaser, Seller, the Company, GETRAG All Wheel Drive or an Affiliate of Seller or Purchaser) required in connection with such request. Seller and Purchaser shall each use reasonable efforts to obtain all consents, approvals and waivers required for the matters referred purpose of processing, entering into and completing the Novation Agreements with regard to in this Section 6.1(b) shall be borne any of the Government Contracts, including responding to any requests for information by Purchaser whether or not incurred by Purchaser or on its behalf. For the avoidance of doubt, the fees, expenses and disbursements referenced in the preceding sentence shall not include any fees of Seller’s, or its Affiliate’s counselUnited States government with regard to such Novation Agreement.

Cooperation; Consents. Seller (a) From the Effective Date until the Closing, or the earlier termination of this Agreement in accordance with its terms, the Buyer and the Purchaser Seller shall, except as otherwise provided hereinand shall cause their respective Affiliates to, use commercially reasonable best efforts to take, or to cause to be taken, such actions as are necessary, proper or advisable, to expeditiously satisfy the closing conditions set forth or referred to in ARTICLE VIII and ARTICLE IX, to consummate and make effective the Transactions as promptly as practicable in accordance with the terms of this Agreement and to fulfill the conditions precedent to the other applicable Party’s their respective obligations under this Agreement. Without limiting the foregoing, the Parties shall cooperate with, and do all things reasonably requested including using commercially reasonable efforts with respect to assist, one another: (i) in the prompt preparation obtaining of all necessary actions, waivers, consents and filing (which filing shall occur as quickly as practicable consistent with the Parties’ obligations herein) of any filings required with respect to any Required approvals from Governmental ConsentsAuthorities, including in connection with and the making of such all necessary registrations and filings and providing copies the taking of all documents steps as may be necessary to the non-filing Party’s advisors prior to filing andobtain an approval or waiver from any Governmental Authority, if requested, accepting reasonable additions, deletions, or changes suggested in connection therewith; and (ii) in seeking timely to obtain all Required Governmental Consents or to make any related filings. The Parties shall keep each other apprised of the status defending of any communications withActions, and any inquiries whether judicial or requests for additional information fromadministrative, any applicable Governmental Authority and shall comply promptly with any such inquiry brought challenging this Agreement or request and shall promptly provide any supplemental information requested in connection with the filings made hereunder pursuant to Applicable Law as required to facilitate obtaining promptly the Required Governmental Consents. Any such supplemental information shall be in substantial compliance, with the requirements of Applicable Law. Each Party shall use reasonable best efforts to obtain expiration or termination of the waiting period under any clearance required with respect to any Required Governmental Consents for the consummation of the transactions Transactions contemplated by this Agreement, and (iii) the execution and delivery of any additional instruments reasonably necessary, and in form and substance reasonably satisfactory, to consummate the Transactions contemplated by this Agreement. All feesNotwithstanding anything herein to the contrary, expenses and disbursements incurred by Purchasernothing in this Section 6.03 shall require, Selleror be construed to require, the CompanyBuyer, GETRAG All Wheel Drivethe Seller or any of their respective Affiliates to agree to (x) sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, before or after the Closing Date, the Transferred Business or any assets, businesses or interests of such Party or any of its Affiliates; or (y) any conditions relating to, or changes or restrictions in, the operations of the Transferred Business. (b) As soon as practicable after the execution of this Agreement, the Seller shall make appropriate requests and shall use best efforts to obtain as expeditiously as possible any third party Required Consents required under any Assumed Contracts, provided, however, that unless otherwise agreed to by the Seller in writing (including pursuant to any written arrangements entered into by the Seller or its Affiliates or by which they are otherwise bound or subject, whether prior to or after the Effective Date), the Seller shall not be obligated to pay any consideration therefore to any third party from whom consent or approval is requested (for the avoidance of doubt, any Affiliate of amounts constituting an Excluded Liability under Section 2.02(b)(v) shall remain the Seller’s responsibility separate and apart from any Required Consents), and the Buyer shall reasonably cooperate with the Seller or Purchaser or third party Person (provided that, with respect to third party Persons, such expenses are payable by any of Purchaser, Seller, thereto and in furtherance thereof. The Seller and the Company, GETRAG All Wheel Drive or an Affiliate of Seller or Purchaser) Buyer shall cooperate in connection with the matters referred preparation of the form of Required Consent and shall keep each other reasonably informed as to the status of obtaining any such Required Consents. In particular, the Seller agrees to cooperate with the Buyer, upon its reasonable request, to the extent legally possible, in this Section 6.1(b) providing the Buyer, its external legal counsel and any Governmental Authority, as soon as practicable, with any necessary information and reliable and accurate documents required for the purpose of making any submissions, notifications and filings to any Governmental Authority. The Parties shall as promptly as practicable effect all other necessary filings to obtain all other Consents of Governmental Authorities required to be borne by Purchaser whether or not incurred by Purchaser or on its behalfobtained prior to the Closing Date and supply as promptly as practicable any additional information and documentary material that may be requested in connection with such Consents of Governmental Authorities. For the avoidance of doubt, all such filings that are the feessole responsibility of the Buyer shall be effected by the Buyer. (c) Without limiting the generality of the Buyer’s undertakings pursuant to this Section 6.03, expenses and disbursements referenced subject to Section 6.03(a), the Buyer agrees to use its commercially reasonable efforts to take the necessary steps, in the preceding sentence Buyer’s good faith determination, to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority so as to enable the Parties to close the Transactions as promptly as possible prior to the Termination Date. (d) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any Party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the Transactions (but, for the avoidance of doubt, not including any interactions between the Seller or the Buyer with Governmental Authorities in the Ordinary Course of Business unrelated to the Transactions, any disclosure which is not permitted by Law or any disclosure containing commercially sensitive information, the latter of which shall in any event be provided on an external counsel only basis) shall, to the extent permitted by applicable Law, be disclosed to the other Party hereunder reasonably in advance of any filing, submission or attendance, in English translation as necessary, it being the intent that the Parties will reasonably consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments and proposals. Each Party shall, to the extent permitted by applicable Law, give notice to the other Party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being reasonably sufficient to provide the other Party with the opportunity to attend and participate in such meeting, discussion, appearance or contact, to the extent practicable and permitted by applicable Law. The Seller and the Buyer shall, to the extent permitted by applicable Law, promptly furnish the other with copies of notices or other communications (or, in the case of material oral communications, advise the other of such communications) between the Seller or the Buyer and their counsel, as the case may be, and any Governmental Authority with respect to the Transactions, in English translation as necessary and on an external counsel only basis as necessary. (e) Neither the Seller nor the Buyer shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Transactions, in each case with respect to any Required Consent of any Governmental Authority, unless the other Party has given its prior written consent to such extension or delay, such consent not to be unreasonably conditioned, withheld or delayed. (f) The Buyer represents and warrants that, from the Effective Date until the Closing or the earlier termination of this Agreement in accordance with its terms, it shall not include make or undertake to make any fees acquisition of Seller’sthe business or equity securities of any third party that could reasonably be expected to materially prevent or delay the satisfaction of the conditions to closing with respect to the receipt of Required Consents from Governmental Authorities under any antitrust, competition or its Affiliate’s counseltrade regulation Law. (g) Promptly upon any Party first becoming aware that any Consent of a Governmental Authority has been obtained or has become unobtainable, such Party shall notify the other Parties of that fact.