Common use of Sole and Absolute Discretion; Cooperation Clause in Contracts

Sole and Absolute Discretion; Cooperation. (a) AWI shall, in its sole and absolute discretion, determine the terms of the Distribution, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing and conditions to the consummation of the Distribution. In addition, AWI may, at any time and from time to time until the consummation of the Distribution, modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Nothing shall in any way limit AWI’s right to terminate this Agreement or the Distribution as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. (b) AFI shall cooperate with AWI to accomplish the Distribution and shall, at AWI’s direction, promptly take any and all actions that AWI or AFI determines to be necessary or desirable to effect the Distribution, including in respect of the registration under the Exchange Act of AFI Shares on the Form 10. AWI shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or distribution agent and financial, legal, accounting and other advisors for AWI. AFI and AWI, as the case may be, will provide to the Agent any information required in order to complete the Distribution.

Sole and Absolute Discretion; Cooperation. (a) AWI shallVSI will, in its sole and absolute discretion, determine the terms of the Distribution, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing and conditions to the consummation of the Distribution. In addition, AWI VSI may, at any time and from time to time until the consummation of the Distribution, modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Nothing shall will in any way limit AWIVSI’s right to terminate this Agreement or the Distribution as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. (b) AFI shall SpinCo will cooperate with AWI VSI to accomplish the Distribution and shallwill, at AWIVSI’s direction, to the extent permitted by applicable Law, promptly take any and all actions that AWI or AFI determines to be necessary or desirable to effect the Distribution, including in respect of the registration under the Exchange Act of AFI SpinCo Shares on the Form 10. AWI shall 20-F. VSI will select any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or distribution exchange agent and financial, legal, accounting and other advisors for AWIadvisors. AFI SpinCo and AWI, as the case may be, VSI will provide to the Agent any information required in order to complete the Distribution.

Sole and Absolute Discretion; Cooperation. (a) AWI ▇▇▇▇▇▇▇ Controls shall, in its sole and absolute discretion, determine the terms of the Distribution, including the form, structure and terms of any transaction(s) transaction and/or offering(s) offering to effect the Distribution and the timing and conditions to the consummation of the Distribution. In addition, AWI ▇▇▇▇▇▇▇ Controls may, at any time and from time to time until the consummation of the Distribution, modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Nothing shall in any way limit AWI’s ▇▇▇▇▇▇▇ Controls’ right to terminate this Agreement or not to complete the Distribution as set forth in Article IX or or, prior to the Distribution, alter the consequences of any such termination from those specified in Article IX. (b) AFI Adient shall cooperate with AWI ▇▇▇▇▇▇▇ Controls to accomplish the Distribution and shall, at AWI’s ▇▇▇▇▇▇▇ Controls’ direction, promptly take any and all actions that AWI or AFI determines to be necessary or desirable to effect the Distribution, including in respect of the registration under the Exchange Act of AFI Adient Shares on the Form 10. AWI ▇▇▇▇▇▇▇ Controls shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or distribution exchange agent and financial, legal, accounting and other advisors for AWI▇▇▇▇▇▇▇ Controls. AFI Adient and AWI▇▇▇▇▇▇▇ Controls, as the case may be, will provide to the Agent any information required in order to complete the Distribution.