Navistar Sample Clauses

Navistar. As promptly as practicable after the execution of this Agreement, each of Navistar and Navistar Parent will, and will cause its Affiliates to, (a) make all filings and give all notices reasonably required to be made and given in order to obtain or make (as applicable) the Navistar Required Consents and (b) act in good faith and use its commercially reasonable efforts to obtain or make (as applicable) the Navistar Required Consents; provided, however, that Navistar, Navistar Parent and their Affiliates shall not be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any Navistar Required Consent with respect to a Contract may be required, except that Navistar, Navistar Parent and their Affiliates shall be required to pay any filing fees or application fees in connection with any Navistar Required Consents that must be obtained by or made with any Governmental Authority. Caterpillar acknowledges that certain Navistar Required Consents may be required from parties to Contracts and that such Navistar Required Consents may not be obtained. None of Navistar, Navistar Parent or any of their respective Affiliates shall have any liability whatsoever to Caterpillar or any of its Affiliates arising out of or relating to the failure to obtain any Navistar Required Consent because of the termination of any Contract as a result thereof, except to the extent that Navistar or Navistar Parent does not act, or cause its Affiliates to act, in good faith or exercise commercially reasonable efforts to obtain such Navistar Required Consent in accordance with the terms of this Agreement. Caterpillar acknowledges that no representation, warranty or covenant of Navistar or Navistar Parent contained herein shall be breached or deemed breached as a result of (A) the failure to obtain any such Navistar Required Consent, (B) any such termination, or (C) any Action commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Navistar Required Consent or any such termination, except (in the case of each of clauses (A), (B) and (C)), to the extent that Navistar or Navistar Parent does not act, or cause it Affiliates to act, in good faith or exercise commercially reasonable efforts to obtain such Navistar Required Consent in accordance with the terms of this Agreement.
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Navistar. From the date hereof through the Closing Date, unless and until this Agreement shall have been terminated in accordance with the provisions of Section 7, none of Navistar, Navistar Parent, any of their Affiliates or any of their respective Representatives shall, except as expressly permitted by this Section 4.5.1, directly or indirectly: (a) authorize, execute, consummate or enter into any letter of intent, agreement in principle, understanding, agreement or commitment with respect to any Navistar Alternative Transaction or (b) initiate, solicit, respond to or encourage (including by way of furnishing information or assistance) any proposal or offer or enter into, engage in or continue any discussions or negotiations with any party (other than Caterpillar and its Affiliates and Representatives) concerning any Navistar Alternative Transaction. Navistar, Navistar Parent and their Affiliates and Representatives shall cease immediately all discussions and negotiations regarding any Navistar Alternative Transaction that commenced prior to the date of this Agreement and are in progress on the date of this Agreement.
Sample 1

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