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 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 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 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 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 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.