Common use of Navistar Clause in Contracts

Navistar. Except as set forth in Section 4.4.1 of the Navistar Disclosure Schedule, from the date of this Agreement until the earlier of the Closing Date and the date of termination of this Agreement, Navistar, Navistar Parent and each of their Affiliates will provide to Caterpillar and its Representatives reasonable access to all documents and information that Caterpillar reasonably requests in connection with the transactions contemplated by this Agreement and the Transaction Agreements (whether such request is made before, on or after the date of this Agreement), except to the extent that doing so would result in a loss of attorney-client privilege for Navistar, Navistar Parent or any of their Affiliates, or that Navistar, Navistar Parent or any of their Affiliates is required by Law to withhold, or the provision of which would constitute a breach of a Contract to which Navistar, Navistar Parent or any of their Affiliates is a party; provided, that Navistar shall provide to Caterpillar a reasonably detailed summary of any such documents if such summary would not result in a loss of attorney-client privilege for Navistar, Navistar Parent or any of their Affiliates, is permissible under Law and would not constitute a breach of a Contract to which Navistar, Navistar Parent or any of their Affiliates is a party; provided further, with respect to such documents a summary of which (a) would result in a loss of attorney-client privilege for Navistar, Navistar Parent or any of their Affiliates, (b) is not permissible under Law or (c) would constitute a breach of a Contract to which Navistar, Navistar Parent or any of their Affiliates is a party, Navistar shall provide to Caterpillar a list of the names of, and parties to, such documents. The information Caterpillar or any of its Affiliates receive from Navistar, Navistar Parent or any of their Affiliates in the course of the reviews contemplated by this Section 4.4.1 shall be considered Confidential Information.

Navistar. Except As promptly as set forth in Section 4.4.1 of practicable after the Navistar Disclosure Schedule, from the date of this Agreement until the earlier of the Closing Date and the date of termination 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 each of their Affiliates will provide shall not be required to Caterpillar 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 its Representatives reasonable access their Affiliates shall be required to all documents and information that Caterpillar reasonably requests pay any filing fees or application fees in connection with the transactions contemplated any Navistar Required Consents that must be obtained by this Agreement or made with any Governmental Authority. Caterpillar acknowledges that certain Navistar Required Consents may be required from parties to Contracts and the Transaction Agreements (whether that such request is made before, on or after the date Navistar Required Consents may not be obtained. None of this Agreement), except to the extent that doing so would result in a loss of attorney-client privilege for Navistar, Navistar Parent or any of their Affiliates, or that Navistar, Navistar Parent or respective Affiliates shall have any of their Affiliates is required by Law liability whatsoever to withhold, or the provision of which would constitute a breach of a Contract to which Navistar, Navistar Parent or any of their Affiliates is a party; provided, that Navistar shall provide to Caterpillar a reasonably detailed summary of any such documents if such summary would not result in a loss of attorney-client privilege for Navistar, Navistar Parent or any of their Affiliates, is permissible under Law and would not constitute a breach of a Contract to which Navistar, Navistar Parent or any of their Affiliates is a party; provided further, with respect to such documents a summary of which (a) would result in a loss of attorney-client privilege for Navistar, Navistar Parent or any of their Affiliates, (b) is not permissible under Law or (c) would constitute a breach of a Contract to which Navistar, Navistar Parent or any of their Affiliates is a party, Navistar shall provide to Caterpillar a list of the names of, and parties to, such documents. The information Caterpillar or any of its Affiliates receive from Navistararising 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 of their Affiliates such termination, except (in the course case of each of clauses (A), (B) and (C)), to the reviews contemplated by 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 Section 4.4.1 shall be considered Confidential InformationAgreement.

Navistar. Except 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 set forth expressly permitted by this Section 4.5.1, directly or indirectly: (a) authorize, execute, consummate or enter into any letter of intent, agreement in Section 4.4.1 principle, understanding, agreement or commitment with respect to any Navistar Alternative Transaction or (b) initiate, solicit, respond to or encourage (including by way of the 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 Disclosure ScheduleAlternative Transaction. Navistar, from 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 until the earlier of the Closing Date and are in progress on the date of termination of this Agreement, Navistar, . Each of Navistar and Navistar Parent and each shall promptly advise Caterpillar in writing of their any proposal or offer that it or any of its Affiliates will provide to Caterpillar and its Representatives reasonable access to all documents and information that Caterpillar reasonably requests receives from a third party (orally or in connection with the transactions contemplated by this Agreement and the Transaction Agreements (whether such request is made before, on or writing) after the date of this Agreement), except Agreement and prior to the extent that doing so would result in a loss of attorney-client privilege for Navistar, Closing to enter into any Navistar Parent Alternative Transaction or any of their Affiliates, or inquiry that Navistar, Navistar Parent or any of their Affiliates is required by Law receives from a third party (orally or in writing) after the date of this Agreement and prior to withholdthe Closing that would reasonably be expected to lead to an offer to enter into any Navistar Alternative Transaction. For purposes hereof, “Navistar Alternative Transaction” means (i) any joint venture or the provision of which would constitute a breach of a Contract to which strategic alliance involving Navistar, Navistar Parent or any of their Affiliates that is a party; provided, that Navistar shall provide similar to Caterpillar a reasonably detailed summary of any such documents if such summary would not result in a loss of attorney-client privilege for Navistar, Navistar Parent or any of their Affiliates, is permissible under Law and would not constitute a breach of a Contract to which Navistar, Navistar Parent or any of their Affiliates is a party; provided further, with respect to such documents a summary of which (a) would result in a loss of attorney-client privilege for Navistar, Navistar Parent or any of their Affiliates, (b) is not permissible under Law or (c) would constitute a breach of a Contract to which Navistar, Navistar Parent or any of their Affiliates is a party, Navistar shall provide to Caterpillar a list of the names of, and parties to, such documents. The information Caterpillar or any of its Affiliates receive from Navistar, Navistar Parent or any of their Affiliates in the course of the reviews transactions contemplated by this Section 4.4.1 shall Agreement and the Transaction Agreements, (ii) any joint venture or strategic alliance involving the ROW Medium and Heavy Duty Truck Navistar Business, excluding Blue Diamond, IVECO Trucks Australia Limited and the Mahindra JV, in each case as currently conducted or contemplated to be considered Confidential Informationconducted in the definitive, binding agreement governing such joint venture or strategic alliance as in effect on January 1, 2009, or (iii) any transaction (other than a Navistar Change in Control) that would reasonably be expected to prevent, impede or delay (either directly or indirectly) the consummation of the transactions contemplated by this Agreement and the Transaction Agreements.