Common use of Navistar Clause in Contracts

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.

Navistar. As promptly Except as practicable after set forth in Section 4.4.1 of the execution Navistar Disclosure Schedule, from the date of this Agreement until the earlier of the Closing Date and the date of termination 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 shall not be required will provide to pay or commit Caterpillar and its Representatives reasonable access 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 all documents and information that Navistar, Navistar Parent and their Affiliates shall be required to pay any filing fees or application fees Caterpillar reasonably requests in connection with any Navistar Required Consents 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 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 doing so would result in a loss of attorney-client privilege for Navistar, Navistar Parent or any of their respective 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 have provide to Caterpillar a reasonably detailed summary of any liability whatsoever 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 arising out receive from Navistar, Navistar Parent or any of or relating to their Affiliates in the failure to obtain any Navistar Required Consent because course 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 reviews contemplated by this Agreement. Caterpillar acknowledges that no representation, warranty or covenant of Navistar or Navistar Parent contained herein Section 4.4.1 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 Agreementconsidered Confidential Information.

Navistar. As promptly 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 practicable after the execution of expressly permitted by this AgreementSection 4.5.1, each of Navistar and Navistar Parent will, and will cause its Affiliates to, directly or indirectly: (a) make all filings and give all notices reasonably required authorize, execute, consummate or enter into any letter of intent, agreement in principle, understanding, agreement or commitment with respect to be made and given in order to obtain any Navistar Alternative Transaction or make (as applicable) the Navistar Required Consents and (b) act initiate, solicit, respond to or encourage (including by way of furnishing information or assistance) any proposal or offer or enter into, engage in good faith or continue any discussions or negotiations with any party (other than Caterpillar and use its commercially reasonable efforts to obtain or make (as applicableAffiliates and Representatives) the concerning any Navistar Required Consents; provided, however, that Alternative Transaction. Navistar, Navistar Parent and their Affiliates and Representatives shall not be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom cease immediately all discussions and negotiations regarding any Navistar Required Consent with respect Alternative Transaction that commenced prior to a Contract may be required, except that Navistar, the date of this Agreement and are in progress on the date of this Agreement. Each of Navistar and Navistar Parent shall promptly advise Caterpillar in writing of any proposal or offer that it or any of its Affiliates receives from a third party (orally or in writing) after the date of this Agreement and their Affiliates shall be required prior to pay any filing fees or application fees in connection with the Closing to enter into any Navistar Required Consents Alternative Transaction or any inquiry 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 receives from a third party (orally or in writing) after the date of this Agreement and prior to the Closing that would reasonably be expected to lead to an offer to enter into any liability whatsoever to Caterpillar Navistar Alternative Transaction. For purposes hereof, “Navistar Alternative Transaction” means (i) any joint venture or strategic alliance involving Navistar, Navistar Parent or any of its their Affiliates arising out of or relating that is similar to the failure to obtain transactions contemplated by this Agreement and the Transaction Agreements, (ii) any joint venture or strategic alliance involving the ROW Medium and Heavy Duty Truck Navistar Required Consent because of Business, excluding Blue Diamond, IVECO Trucks Australia Limited and 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 actMahindra JV, in good faith each case as currently conducted or exercise commercially reasonable efforts contemplated to obtain be conducted in the definitive, binding agreement governing such Navistar Required Consent joint venture or strategic alliance as in accordance with the terms of this Agreement. Caterpillar acknowledges that no representationeffect on January 1, 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 termination2009, or (Ciii) any Action commenced transaction (other than a Navistar Change in Control) that would reasonably be expected to prevent, impede or threatened delay (either directly or indirectly) the consummation of the transactions contemplated by or on behalf of any Person arising out of or relating to this Agreement and 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 AgreementTransaction Agreements.