Common use of Cooperation; Reasonable Best Efforts Clause in Contracts

Cooperation; Reasonable Best Efforts. Subject to the terms and conditions set forth in this Agreement, Trimble and AGCO shall cooperate with each other and use (and shall cause their respective Affiliates to use) their respective reasonable best efforts to take or cause to be taken all actions, and to do or cause to be done all things, reasonably necessary, proper or advisable on their part under this Agreement and applicable Law to consummate the transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (including in draft form where applicable) and to obtain as promptly as practicable all Permits necessary to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement. Subject to applicable Laws relating to the exchange of information and appropriate confidentiality protections, AGCO and Trimble shall cooperate in good faith in the preparation of the other’s, or any joint, notices, reports and filings (including by responding reasonably to questions or requests by any Governmental Entity), shall have the right to review in advance, and, to the extent practicable, each will consult in advance with the other on and consider in good faith the views of the other in connection with, all of the information relating to AGCO or Trimble, the Company, the Company Group or the Business, as the case may be, and any of their respective Affiliates, that appears in any filing made with, or material written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, that AGCO and Trimble shall not be obligated to provide the other with copies of any initial pre-merger notifications made pursuant to the HSR Act. Subject to applicable Laws relating to the exchange of information and appropriate confidentiality protections, AGCO and Trimble, or their counsel, to the extent practicable, shall have the right to participate in all material communications or meetings with any Governmental Entity in connection with review of the transactions contemplated by this Agreement under the applicable Laws, to the extent permitted by such Governmental Entity. Trimble shall not commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period, withdraw its initial filing under the HSR Act or any other applicable Laws, as the case may be, and refile it, or enter into a timing agreement, including any agreement to delay the consummation or not to consummate the transactions contemplated hereby, with any Governmental Entity without the prior written consent of AGCO; AGCO may do so following good faith consultation with Trimble. In exercising the foregoing rights, each Trimble and AGCO shall act reasonably and as promptly as practicable.

Cooperation; Reasonable Best Efforts. Subject to the terms (a) Each of Company and conditions set forth in this Agreement, Trimble and AGCO Parent shall cooperate with each and assist the other and use (party, and shall cause their respective Affiliates to use) their respective use its reasonable best efforts efforts, to take promptly (i) take, or cause to be taken taken, all actions, actions and to do do, or cause to be done done, all things, reasonably things necessary, proper or advisable on their part under this Agreement and applicable Law to ensure that the conditions set forth in Article 6 are satisfied and to consummate the transactions contemplated by this Agreement hereby as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, reports petitions, statements, registrations, submissions of information, applications and other filings documents, and (including in draft form where applicableii) obtain and to obtain as promptly as practicable maintain all Permits necessary approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any other Person, including any Governmental Entity, that are necessary, proper or advisable to consummate the Merger and the transactions contemplated hereby in the most expeditious manner practicable, but in any event before the Outside Date (including obtaining the Necessary Consents). None of Parent, Merger Sub, Company or any of their respective Affiliates shall take any action, refrain from taking any action or permit any action to be taken which is inconsistent with this Agreement or which would reasonably be expected to materially impede or delay or to prevent the consummation of the transactions contemplated hereby. (b) In furtherance and not in limitation of the foregoing, each party hereto shall (i) make or cause to be made an appropriate filing of a Notification and Report Form pursuant to the HSR Act and appropriate filings under all other applicable Regulatory Laws with respect to the transactions contemplated hereby as promptly as practicable, but in no event later than ten (10) Business Days, after the date of this Agreement, and Parent and Company shall each bear their own costs and expenses incurred in connection with such filings, provided that Parent shall pay any filing fees in connection therewith, and (ii) use its reasonable best efforts (A) to respond at the earliest practicable date to any requests for additional information made by the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental Entity, (B) to take all actions necessary to cause the waiting periods under the HSR Act and any other applicable Regulatory Laws to terminate or expire at the earliest possible date, (C) to take all actions necessary to obtain any necessary approval under applicable Regulatory Laws, (D) to resist in good faith, at each of their respective cost and expense, any assertion that the transactions contemplated hereby constitute a violation of the Regulatory Laws, and (E) to eliminate every impediment under any Regulatory Law that may be asserted by any Governmental Entity so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the Outside Date), all to the end of expediting consummation of the transactions contemplated hereby. Such reasonable best efforts of Parent shall include, to the extent such actions would not, individually or in the aggregate, have a material adverse effect on the business of Parent and Parent’s Affiliates (including, after the Effective Time, the Surviving Corporation) taken as a whole, the obligation of Parent to agree to hold separate, divest or enter into a consent agreement or assume any obligation with regard to (1) any of the businesses, product lines or assets of Parent or Parent’s Affiliates, (2) after the Effective Time, any businesses, product lines or assets of the Surviving Corporation or any of its Subsidiaries acquired pursuant to this Agreement and/or (3) after the Effective Time, the Surviving Corporation or any of its Subsidiaries (including entering into customary ancillary agreements relating to any such divestiture of businesses, product lines or assets) as may be required by any applicable Governmental Entity (including the DOJ, the FTC or any court having jurisdiction), in each case, to facilitate the expiration of any applicable waiting period under any Regulatory Law, to secure the termination of any investigation by any Governmental Entity, to avoid the filing of any suit or proceeding by any Governmental Entity or private party seeking to enjoin the consummation of the transactions contemplated hereby or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any suit or proceeding that would otherwise have the effect of restraining, preventing or delaying the consummation of the transactions contemplated hereby. To the extent such reasonable best efforts of Parent and/or Company would require Parent and/or Company to hold separate, divest or enter into a consent agreement or assume any obligation with regard to Parent, Company or any of their Subsidiaries or any of their respective businesses, product lines or assets, Parent’s and/or Company’s effectuation of such actions shall be contingent upon the consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, no action taken by Parent pursuant to this Section 5.4 shall entitle Parent to any reduction of the Merger Consideration. Except as otherwise expressly contemplated by this Agreement, each of Parent and Company shall not, and shall cause its Subsidiaries not to, take any action or knowingly omit to take any action within its reasonable control where such action or omission would, or would reasonably be expected to, result in (I) any of the conditions to the Merger set forth in Article 6 not being satisfied prior to the Outside Date or (II) a material delay in the satisfaction of such conditions. Neither Parent nor Company will directly or indirectly extend any waiting period under the HSR Act or other Regulatory Laws or enter into any agreement with a Governmental Entity to delay or not to consummate the transactions contemplated by this Agreement. Subject to applicable Laws relating to Agreement except with the exchange of information and appropriate confidentiality protections, AGCO and Trimble shall cooperate in good faith in the preparation prior written consent of the other’s, which consent shall not be unreasonably withheld, conditioned or delayed in light of closing the transactions contemplated by this Agreement on or before the Outside Date. (c) In connection with this Section 5.4, the parties hereto shall, to the extent permitted by applicable Laws, (i) cooperate in all respects with each other in connection with any filing, submission, investigation or inquiry, (ii) promptly inform the other party of any communication received by such party from, or given by such party to, the DOJ or the FTC or any jointother Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, noticesin each case, reports and filings regarding any of the transactions contemplated hereby, (including by responding reasonably to questions or requests by any Governmental Entity), shall iii) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, the DOJ, FTC or any other Governmental Entity or, in connection with any proceeding by a private party, any other Person, in connection with any of the transactions contemplated hereby, and (iv) consult with each other in advance of any meeting, discussion, telephone call or conference with the DOJ, the FTC or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent not expressly prohibited by the DOJ, the FTC or any other Governmental Entity or Person, give the other party hereto the opportunity to attend and participate in such meetings and conferences, and, to the extent practicable, telephone calls, in each case, regarding any of the transactions contemplated hereby. The parties hereto may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.4 as “Outside Counsel Only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will consult not be disclosed by such outside counsel to directors, officers or employees of the recipient unless express permission is obtained in advance with from the other on and consider in good faith the views source of the other in connection with, all of the information relating to AGCO materials (Company or Trimble, the Company, the Company Group or the BusinessParent, as the case may be) or its legal counsel. Notwithstanding anything to the contrary in this Section 5.4, and any of their respective Affiliates, that appears in any filing made with, or material written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, that AGCO and Trimble shall not be obligated provided to provide the other with copies party hereto or its counsel may be redacted to remove references concerning the valuation of any initial pre-merger notifications made pursuant to the HSR Act. Subject to applicable Laws relating to the exchange of information Company and appropriate confidentiality protections, AGCO and Trimble, its Subsidiaries or their counsel, to the extent practicable, shall have the right to participate in all material communications or meetings with any Governmental Entity in connection with review of the transactions contemplated by this Agreement under the applicable Laws, to the extent permitted by such Governmental Entity. Trimble shall not commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period, withdraw its initial filing under the HSR Act or any other applicable Laws, as the case may be, and refile it, or enter into a timing agreement, including any agreement to delay the consummation or not to consummate the transactions contemplated hereby, with any Governmental Entity without the prior written consent of AGCO; AGCO may do so following good faith consultation with Trimble. In exercising the foregoing rights, each Trimble and AGCO shall act reasonably and as promptly as practicablecompetitively sensitive information.

Cooperation; Reasonable Best Efforts. Subject to the terms and conditions set forth in this AgreementAgreement (including Section 7.5(d) and 7.5(e)), Trimble the Company and AGCO Parent shall cooperate with each other and use (and shall cause their respective Affiliates Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and to do or cause to be done done, all things, reasonably necessary, proper or advisable on their its part under this Agreement and applicable Law to consummate and make effective the transactions contemplated by this Agreement Merger and the other Transactions as soon as practicablereasonably possible, including preparing and filing as promptly as practicable reasonably possible all documentation to effect all necessary notices, reports and other filings (including in draft form where applicable) and to obtain as promptly as practicable reasonably possible all Permits necessary consents, registrations, approvals, permits and authorizations necessary, proper or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other Transactions, including under the HSR Act, the EUMR and any other applicable Antitrust Law, and any notice or other filings with the Committee on Foreign Investment in the United States (“CFIUS”). Parent and the Company each shall (i) file (and cause its Affiliates to file), or cause to be filed (which filing, including the exhibits thereto, need not be shared or otherwise disclosed to the other party, except to outside legal counsel of the other party to the extent reasonably necessary or advisable to help facilitate completion of filing requirements), the initial premerger notifications with respect to this Agreement and the Transactions required under the HSR Act no later than October 24, 2014 (unless otherwise mutually agreed by Parent and the Company), and shall make any filings as required by the EUMR and any other applicable Antitrust Law as soon as reasonably practicable after the date hereof, (ii) comply at the earliest practicable date with any request under the HSR Act for additional information, documents or other materials received by such party from the U.S. Federal Trade Commission, the Antitrust Division of the U.S. Department of Justice or by any other Governmental Entity under any Antitrust Laws in respect of any such filings or such transactions contemplated and (iii) act in good faith and reasonably cooperate with the other party in connection with any such filings (including, if requested by this Agreementthe other party, to accept all reasonable additions, deletions or changes suggested by the other party in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any Antitrust Laws. Subject to applicable Laws Law relating to the exchange of information information, Parent and appropriate confidentiality protections, AGCO and Trimble the Company shall cooperate in good faith in provide outside legal counsel for the preparation of the other’s, or any joint, notices, reports and filings (including by responding reasonably to questions or requests by any Governmental Entity), shall have the right other party with a reasonable opportunity to review in advance, and, to the extent practicable, each will consult in advance with the other on and consider in good faith the views of the other party in connection with, all of the information relating to AGCO any proposed notifications or Trimble, the Company, the Company Group filings and any written communications or the Business, as the case may besubmissions, and with respect to any of their respective Affiliatessuch notification, that appears in any filing made withfiling, written communication or material written materials submitted tosubmission, any third party and/or documents submitted therewith to any Governmental Entity in connection with (including the transactions contemplated by this AgreementProxy Statement); provided, that AGCO materials may be redacted or withheld (i) as necessary to comply with contractual agreements, (ii) as necessary to address reasonable privilege or confidentiality concerns and Trimble shall not be obligated (iii) to provide remove references concerning the other with copies of any initial pre-merger notifications made pursuant to the HSR Act. Subject to applicable Laws relating to the exchange of information and appropriate confidentiality protections, AGCO and Trimble, or their counsel, to the extent practicable, shall have the right to participate in all material communications or meetings with any Governmental Entity in connection with review valuation of the transactions contemplated by this Agreement under the applicable Laws, to the extent permitted by such Governmental Entity. Trimble shall not commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period, withdraw Company and its initial filing under the HSR Act or any other applicable Laws, as the case may be, and refile it, or enter into a timing agreement, including any agreement to delay the consummation or not to consummate the transactions contemplated hereby, with any Governmental Entity without the prior written consent of AGCO; AGCO may do so following good faith consultation with TrimbleSubsidiaries. In exercising the foregoing rights, each Trimble of the Company and AGCO Parent shall act reasonably and as promptly as practicable. For purposes of this Agreement, “Antitrust Law” means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EUMR, Other Antitrust Laws, and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

Cooperation; Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, Trimble and AGCO shall cooperate with each other and of the Parties hereto agrees to use (and shall cause their respective Affiliates to use) their respective its reasonable best efforts to take take, or cause to be taken taken, all actions, appropriate action (and to do do, or cause to be done done, all things, reasonably things necessary, proper or advisable on their part under this Agreement and applicable Law Laws) to consummate and make effective, in the transactions contemplated by this Agreement as soon as most expeditious manner practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (including in draft form where applicable) and to obtain as promptly as practicable all Permits necessary to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement. Subject Without limiting the foregoing, (i) each Party shall use its reasonable best efforts to applicable Laws relating make promptly any filings or submissions that are required to be made under the HSR Act or the FPA or with the PSCW or the Province of Nova Scotia or which Seller or Purchaser determines should be made, with respect to the exchange of information transactions contemplated hereby, (A) under the Competition Act (Canada) or the Investment Canada Act, (B) under the Wisconsin public utility Laws, in order to ensure that Purchaser and appropriate confidentiality protections, AGCO and Trimble shall cooperate in good faith in the preparation of the other’sHoldco will remain exempt, or any jointobtain a waiver from, noticesregulation as a “holding company” or a “holding company system” as defined under such Laws, reports and filings or (including by responding reasonably to questions or requests C) as may be required by any Governmental Entity), shall have the right to review in advance, and, to the extent practicable, each will consult in advance with the other on and consider in good faith the views (ii) none of the other in connection withParties shall engage, all of the information relating to AGCO or Trimble, the Company, the Company Group or the Business, as the case may be, and permit any of their respective AffiliatesAffiliate to engage, that appears in any filing transaction that would reasonably be expected to prevent or materially delay the obtaining of any regulatory approval or clearance that is required as a condition to Closing under Article VI and (iii) the Parties shall cooperate with one another (A) in promptly determining whether any filings are required to be or should be made withor consents, approvals, permits or authorizations are required to be or should be obtained under any other federal, state or foreign Law or whether any consents, approvals or waivers are required to be or should be obtained from other parties to loan agreements or other Contracts or instruments material written materials submitted to, any third party and/or any Governmental Entity to the Company’s business in connection with the transactions contemplated by this Agreement; provided, that AGCO and Trimble shall not be obligated to provide the other with copies of any initial pre-merger notifications made pursuant to the HSR Act. Subject to applicable Laws relating to the exchange of information and appropriate confidentiality protections, AGCO and Trimble, or their counsel, to the extent practicable, shall have the right to participate in all material communications or meetings with any Governmental Entity in connection with review consummation of the transactions contemplated by this Agreement under and (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers. The Parties shall, and shall cause their respective Affiliates to, use their reasonable best efforts to obtain all third party consents from non-Governmental Entities required in connection with the consummation of the transactions contemplated hereby; provided that Seller and the Company shall not be required to make any out-of-pocket payments to such non-Governmental Entity third parties from whom consent is being sought other than nominal application and nominal processing fees. (b) Seller and the Company shall, in connection with the efforts referenced in Section 5.04(a), use their reasonable best efforts to (i) subject to applicable LawsLaw, permit Purchaser to review in advance any proposed written communication between it and any Governmental Entity, (ii) promptly inform Purchaser of any communication (or other correspondence or memoranda) received by such Party from, or given by such Party to, the Department of Justice (“DOJ“), the Federal Trade Commission (“FTC“), the Canadian Competition Bureau, Industry Canada, FERC, the PSCW, the Province of Nova Scotia or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby, (iii) consult with Purchaser in advance to the extent practicable of any meeting or conference with the DOJ, the FTC, the Canadian Competition Bureau, Industry Canada, FERC, the PSCW, the Province of Nova Scotia or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJ, the FTC, the Canadian Competition Bureau, Industry Canada, the Canada Bureau, Industry Canada, FERC, the PSCW, the Province of Nova Scotia or such other applicable Governmental Entity or other Person, give Purchaser the opportunity to attend and participate in such meetings and conferences, and (iv) furnish Purchaser with copies of all correspondence, filings and written communications between them and any such Governmental Entity or its respective staff, in each case with respect to regulatory matters relating to this Agreement and the transactions contemplated hereby; provided, however, that nothing in this Section 5.04 shall require Seller to disclose to Purchaser any nonpublic information about it or its Affiliates other than the Company and its Subsidiaries. (c) Purchaser shall, in connection with the efforts referenced in Section 5.04(a), use its reasonable best efforts to (i) subject to applicable Law, permit Seller to review in advance any proposed written communication between it and any Governmental Entity. Trimble , (ii) promptly inform Seller of any communication (or other correspondence or memoranda) received by Purchaser from, or given by Purchaser to, the DOJ, the FTC, the Canadian Competition Bureau, Industry Canada, FERC, the PSCW, the Province of Nova Scotia or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby, (iii) consult with Seller in advance to the extent practicable of any meeting or conference with the DOJ, the FTC, the Canadian Competition Bureau, Industry Canada, FERC, the PSCW, the Province of Nova Scotia or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJ, the FTC, the Canadian Competition Bureau, Industry Canada, FERC, the PSCW, the Province of Nova Scotia or such other applicable Governmental Entity or other Person, give Seller the opportunity to attend and participate in such meetings and conferences, and (iv) furnish Seller with copies of all correspondence, filings and written communications between Purchaser and any such Governmental Entity or its respective staff, in each case with respect to regulatory matters relating to this Agreement and the transactions contemplated hereby; provided, however, that nothing in this Section 5.04 shall not require Purchaser to disclose to Seller any materials concerning Purchaser’s valuation of the Company or any nonpublic information about Purchaser or its Affiliates. (d) Notwithstanding anything to the contrary in this Agreement, Purchaser shall, and shall cause its Subsidiaries to, and, solely at the written request of Purchaser, Seller and the Company shall, and shall cause the Company’s Subsidiaries to, (i) execute settlements, undertakings, consent decrees, stipulations and other agreements, (ii) agree to sell, divest, hold separate and otherwise convey particular assets or categories of assets or businesses of the Company, its Subsidiaries or (solely in the case of Purchaser and its Subsidiaries) of Purchaser or its Subsidiaries and (iii) otherwise take or commit to (or agree have Holdco commit to) take actions that after the Closing Date would limit the freedom of action of the Company, its Subsidiaries or (solely in the case of Purchaser and its Subsidiaries) of Holdco, Purchaser or its Subsidiaries with respect to, or its or their ability to retain, one or more of its or their businesses, product lines or assets (collectively, the “Commitments“), in each case as may be required in order to ensure the satisfaction of Sections 6.01(c) and 6.02(c) prior to the Termination Date (it being understood that (x) for purposes of this Section 5.04(d), “Termination Date“ shall be determined without giving effect to any extension of the Termination Date to accommodate the Marketing Period pursuant to Section 8.01(e)(i) and (y) the obligations of Seller, the Company, Holdco and Purchaser to effect any of the actions referenced in clause (ii) or (iii) above would be subject to, and conditioned upon, the consummation of the Closing). Purchaser may take any reasonable action to resist or reduce the scope of any Commitment, so long as such actions do not delay the satisfaction of Sections 6.01(c) and 6.02(c) and the Closing beyond the Termination Date. (e) In the event any proceeding by any Governmental Entity or other Person is commenced that questions the validity or legality or otherwise challenges or seeks to stayenjoin any of the transactions contemplated by this Agreement or seeks damages in connection therewith, toll each Party shall (i) cooperate and use its reasonable best efforts to defend against such proceeding and (ii) in the event an injunction or extend other order is issued in any applicable waiting periodsuch action, withdraw its initial filing under suit or other proceeding, use reasonable best efforts to seek to have such injunction or other order lifted. (f) Each Party shall execute and deliver such documents and other papers and take such further actions as may reasonably be required to carry out the HSR Act or any other applicable Laws, as the case may be, provisions of this Agreement and refile it, or enter into a timing agreement, including any agreement to delay the consummation or not to consummate the transactions contemplated hereby. (g) Notwithstanding anything to the contrary in this Agreement, with Seller and the Company reserve the right to take such actions as they deem reasonably necessary to ensure that the Pension Benefit Guaranty Corporation does not terminate any Governmental Entity without defined benefit plan maintained by Seller and the Company or any of its Subsidiaries or any of its Affiliates so long as such actions do not increase the liability or obligations of the Company or any of its Subsidiaries in any material respect. (h) Notwithstanding anything to the contrary in this Agreement, Seller and the Company shall reserve the right to take such actions as it deems reasonably necessary to effectuate the terms of those Scheduled Settlement Proposals that have been made as of the date of this Agreement and disclosed to Purchaser in writing prior written consent to the date of AGCO; AGCO may do so following good faith consultation with Trimble. In exercising the foregoing rights, each Trimble and AGCO shall act reasonably and as promptly as practicablethis Agreement.

Cooperation; Reasonable Best Efforts. Subject to the terms and conditions set forth in this Agreement, Trimble the Company and AGCO the Buyer shall cooperate with each other and use (and shall cause their respective Affiliates to use) their respective reasonable best efforts to take or cause to be taken all actions, and to do or cause to be done all things, reasonably necessary, proper or advisable on their part under this Agreement and the Ancillary Agreements and under applicable Law to consummate the transactions contemplated by this Agreement and the Ancillary Agreements as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (including in draft form where applicable) and to obtain as promptly as practicable all Permits necessary to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement. Subject to applicable Laws relating to the exchange of information and appropriate confidentiality protections, AGCO the Company and Trimble shall cooperate in good faith in the preparation of the other’s, or any joint, notices, reports and filings (including by responding reasonably to questions or requests by any Governmental Entity), Buyer shall have the right to review in advance, and, to the extent practicable, each will consult in advance with the other on and consider in good faith the views of the other in connection with, all of the information relating to AGCO or Trimble, the Company, the Company Group Buyer or the Business, as the case may be, and any of their respective Affiliates, that appears in any filing made with, or material written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, that AGCO and Trimble shall not be obligated to provide the other with copies of any initial pre-merger notifications made pursuant to the HSR Act. Subject to applicable Laws relating to the exchange of information and appropriate confidentiality protections, AGCO the Company and Trimblethe Buyer, or their counsel, to the extent practicable, shall have the right to participate in all material communications or meetings with any Governmental Entity in connection with review of the transactions contemplated by this Agreement under the applicable Antitrust Laws, to the extent permitted by such Governmental Entity. Trimble shall not commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period, withdraw its initial filing under the HSR Act or any other applicable Laws, as the case may be, and refile it, or enter into a timing agreement, including any agreement to delay the consummation or not to consummate the transactions contemplated hereby, with any Governmental Entity without the prior written consent of AGCO; AGCO may do so following good faith consultation with Trimble. In exercising the foregoing rights, each Trimble the Company and AGCO the Buyer shall act reasonably and as promptly as practicable.

Cooperation; Reasonable Best Efforts. 6.7.1 Subject to the terms and conditions set forth in of this Agreement, Trimble and AGCO except as otherwise specifically provided in Section 6.8, each of the Parties shall cooperate with each other and use (and shall cause their respective Affiliates to use) their respective its commercially reasonable best efforts to take take, or cause to be taken taken, all actions, and to do do, or cause to be done done, and to assist and cooperate with the other Parties in doing, all things, reasonably things necessary, proper or advisable on their part under Applicable Laws to consummate and make effective, in the most expeditious manner practicable, the transactions provided for in this Agreement Agreement, including (i) preparing and applicable Law filing, as soon as practicable, all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of all such actions as are necessary to obtain any requisite Licenses, approvals (including the approval of the change of control of the CLEC Licenses), consents, Governmental Orders, exemptions or waivers by, or to avoid an action or proceeding by, any Third Party or Governmental Authority, including filings pursuant to the HSR Act, with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice (and the preparation and filing, as soon as practicable, including preparing and filing as promptly as practicable of any form or report required by any other Governmental Authority, relating to antitrust, competition, trade or other regulatory matters), (ii) causing the satisfaction of all documentation to effect all necessary notices, reports and other filings conditions set forth in Article VII (including in draft form where applicablethe prompt termination of any waiting period under the HSR Act (including any extension of the initial thirty (30) day waiting period thereunder)), (iii) defending all lawsuits or other legal, regulatory or other proceedings to which it is a party that challenge or affect this Agreement or the consummation of the transactions contemplated by this Agreement and to obtain as promptly as practicable all Permits necessary to be obtained from (iv) having lifted or rescinded any injunction or restraining order or other Governmental Entity in order Order which may adversely affect the ability of the Parties to consummate the transactions contemplated by this Agreement. Subject to applicable Laws relating to the exchange of information . 6.7.2 The Company and appropriate confidentiality protections, AGCO and Trimble shall cooperate in good faith in the preparation of the other’s, or any joint, notices, reports and filings (including by responding reasonably to questions or requests by any Governmental Entity), Parent shall have the right to review in advance, and, and to the extent practicable, reasonably practicable (and permitted by Applicable Law) each will consult in advance with the other on and consider in good faith the views of the other in connection withon, all of the information relating to AGCO or Trimble, the Company, the Company Group or the Business, as the case may be, other and any each of their respective Subsidiaries and Affiliates, if applicable, that appears in any filing made with, or material written materials submitted to, any third party and/or Third Party or any Governmental Entity Authority in connection with the transactions contemplated by this Agreement; provided, that AGCO and Trimble Merger. 6.7.3 Each Party shall not be obligated to provide promptly inform the other with copies others of any initial pre-merger notifications made pursuant to the HSR Act. Subject to applicable Laws relating to the exchange of information and appropriate confidentiality protections, AGCO and Trimble, or their counsel, to the extent practicable, shall have the right to participate in all material communications or meetings with communication from any Governmental Entity in connection with review Authority regarding any of the transactions contemplated by this Agreement under and keep the applicable Lawsothers informed of the status of the proceedings related to obtaining any approvals of any Governmental Authority or Third Party or other Person (including with respect to the termination or expiration of any waiting period). To the greatest extent practicable, each Party shall consult with the others in advance of any meeting or conference with a Governmental Authority or, in connection with any proceeding by a Third Party or other Person, with any other Person, relating to this Agreement and the transactions contemplated hereby and, to the extent permitted by such applicable Governmental EntityAuthority or other Person, give the other Parties the opportunity to attend and participate in such meetings and conferences. Trimble shall not commit If any Party receives a request for additional information or documentary material from any such Governmental Authority or other Person with respect to the transactions provided for in this Agreement, then such Party will endeavor in good faith to make, or agree with any Governmental Entity cause to stay, toll or extend any applicable waiting period, withdraw its initial filing under the HSR Act or any other applicable Lawsbe made, as the case may be, soon as reasonably practicable and refile it, or enter into a timing agreement, including any agreement to delay the consummation or not to consummate the transactions contemplated hereby, with any Governmental Entity without the prior written consent of AGCO; AGCO may do so following good faith after consultation with Trimble. In exercising the foregoing rightsother Party, each Trimble and AGCO shall act reasonably and as promptly as practicablean appropriate response in compliance with such request.

Cooperation; Reasonable Best Efforts. Subject to The Seller Parent and the terms and conditions set forth in this Agreement, Trimble and AGCO Buyer Parent shall cooperate with each other and use (and shall cause their respective controlled Affiliates to use) their respective reasonable best efforts to take or cause to be taken all actions, and to do or cause to be done all things, reasonably necessary, proper or advisable on their part under this Agreement and applicable Law to consummate the transactions contemplated by this Agreement applicable Transactions as soon as practicable. The Buyer Parent shall have primary responsibility, in advance consultation with the Seller Parent (giving it a reasonable opportunity to provide comments), (x) with respect to the First Closing Transactions, for preparing and filing as promptly as practicable all documentation that needs to be prepared and filed to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all Permits necessary to be obtained from any Governmental Entity, including all documentation that needs to be prepared and filed as required to obtain the Dalian Land Use Approval, and entering into any local transfer agreement that is a First Closing Deliverable; and (y) with respect to the Second Closing Transactions, for preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (including in draft form where applicable) and to obtain as promptly as practicable all Permits filings necessary to be obtained from any Governmental Entity (including SAMR and SAFE filings) required by the laws then applicable or entering into any local transfer agreement that is a Second Closing Deliverable, in each case in order to consummate the transactions contemplated applicable Transactions and as necessary for the continued lawful operation of the Business after the First Closing and Second Closing, as applicable; provided that the Seller Parent shall, and shall cause the Sellers and its other controlled Affiliates (including OpCo) to, use reasonable best efforts and give reasonable assistance to the Buyer Parent in such efforts, including to communicate with any such Governmental Entity (including with the applicable Local Governmental Entity in connection with the Dalian Land Use Approval or with any incentive agreement relating to the Dalian Fab and any other licenses or approvals required by a Governmental Entity for the operation of the Business) on behalf of the Buyer Parent; provided that the foregoing agreement by the Seller Parent to provide such assistance to the Buyer Parent shall not relieve the Buyer Parent of its obligation to procure the Permits (including the Dalian Land Use Approval) and make the filings referenced in this AgreementSection 5.3(c). Subject to applicable Laws Laws, including those relating to the exchange of information and necessary or appropriate confidentiality protectionsprotections (including those set forth in Section 5.2), AGCO each of the Buyer Parent and Trimble shall cooperate the Seller Parent shall, as applicable: (A) provide all information requested or required by any such Governmental Entity; (B) promptly (but in good faith any case within two (2) Business Days) notify the other Party (and provide copies or, in the preparation case of non-written communications, details) of any material communications that have been made with any such Governmental Entity relating to any such consent, approval or action; (C) provide the other’sother Party (or its advisers) with a final draft of all submissions, or any jointnotifications, notices, reports filings and filings (including by responding reasonably other communications to questions or requests by any Governmental Entity), shall have the right to review in advance, and, to the extent practicable, each Entity at such time as will consult in advance with allow the other on Party (or its advisers) a reasonable opportunity to provide comments and consider in good faith for the views submitting Party to take into account any comments of the other in connection withParty (or its advisers) on such drafts prior to their submission, all including, for the avoidance of the doubt, information relating to AGCO the other Party or Trimble, the Company, the Company Group or the Businessany of its controlled Affiliates, as the case may be, and any of their respective Affiliates, that appears is required in any filing filings made with, or material written materials submitted to, any third party and/or to any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, that AGCO and Trimble shall not be obligated to provide Transactions; (D) regularly review with the other with copies Party or its advisers the progress of any initial pre-merger communications, notifications made pursuant or filings with a view to obtaining the HSR Act. Subject to applicable Laws relating to relevant consent, approval or action from any Governmental Entity at the exchange of information and appropriate confidentiality protections, AGCO and Trimble, or their counsel, earliest reasonable opportunity; and (E) to the extent practicableit shall not prevent or materially hinder, shall have delay or impair its ability to perform any of the right responsibilities set forth in this Section 5.3(c): (1) promptly notify the other Party reasonably in advance (and provide copies or, in the case of non-written communications, details) of any material communications it proposes to make to any such Governmental Entity relating to any such consent, approval or action, subject to consultation with the other Party pursuant to Section 5.3(c)(i)(C); and (2) where permitted by the relevant Governmental Entity, allow persons nominated by the other Party to attend all meetings (and participate in all material communications telephone or meetings other conversations) with any such Governmental Entity and to make oral submissions at the meetings (or in connection with review of the transactions contemplated by this Agreement under the applicable Laws, to the extent permitted by such Governmental Entity. Trimble shall not commit to telephone or agree with any Governmental Entity to stay, toll or extend any applicable waiting period, withdraw its initial filing under the HSR Act or any other applicable Laws, as the case may be, and refile it, or enter into a timing agreement, including any agreement to delay the consummation or not to consummate the transactions contemplated hereby, with any Governmental Entity without the prior written consent of AGCO; AGCO may do so following good faith consultation with Trimble. In exercising the foregoing rights, each Trimble and AGCO shall act reasonably and as promptly as practicableconversations).