Common use of Modifications to Structure Clause in Contracts

Modifications to Structure. In determining the scope of the Business under Section 2.1 and in preparing any Annual Business Plan or any Rolling Business Plan under Section 2.2, each of Caterpillar and Navistar shall cause its respective Representatives to use their commercially reasonable efforts to adapt the structure and manner in which the Company does business to take into account evolving legal, regulatory, and business considerations affecting the Company or either Member, including changes that are needed by either Member, so long as the costs of any such change are borne (a) solely by either Member, as applicable (in the case of a benefit to only such Member) or (b) proportionately by both Members (in the case of a benefit to both Members), and the aggregate economic interests of the Members are not altered as a result of such structure. Without limiting the generality of the foregoing, the Parties shall cooperate in determining whether, in certain circumstances, the Company should arrange for separate and distinct legal entities to conduct (i) that portion of the Business relating to all or any part of developing, designing, testing, manufacturing, assembly, branding, marketing, selling, and distributing JV Trucks (on the one hand) and (ii) the provision of product support and other services relating to JV Trucks (on the other hand).