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

Sole and Absolute Discretion; Cooperation. (a) Prior to the applicable Effective Time, subject to the applicable provisions of the Merger Agreement, UTC shall, in its sole and absolute discretion, determine the terms of each Distribution, including the form, structure and terms of any transaction(s) and/or offering(s) to effect each such Distribution and the timing and conditions to the consummation of each such Distribution. In addition, with respect to each Distribution, UTC may, at any time and from time to time until the consummation of such Distribution, modify or change the terms of such Distribution, including by accelerating or delaying the timing of the consummation of all or part of such Distribution or waiving or imposing conditions to the consummation of such Distribution. Prior to the First Effective Time, nothing in this Agreement shall in any way limit UTC’s right to terminate this Agreement or either or each Distribution as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Following the First Effective Time, subject to Section 10.14, nothing in this Agreement shall in any way limit UTC’s right to amend, modify or abandon the Second Distribution at any time prior to the Second Effective Time in its sole and absolute discretion, without approval or consent of any other Person, including Carrier and Otis. (b) Each of Carrier and Otis shall cooperate with UTC to accomplish the Carrier Distribution and the Otis Distribution, respectively, and shall, at UTC’s direction, promptly take any and all actions necessary or desirable to effect the Carrier Distribution or the Otis Distribution, respectively, including in respect of the registration under the Exchange Act of Carrier Shares on the Carrier Form 10 or Otis Shares on the Otis Form 10, as applicable. UTC shall select any investment bank or manager in connection with each Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors in connection with each such Distribution. Carrier or Xxxx, as the case may be, will provide to the Distribution Agent any Information required in order to complete the Carrier Distribution or the Otis Distribution.

Sole and Absolute Discretion; Cooperation. (a) Prior Subject to the applicable terms and conditions of this Agreement, including Section 3.1(c) and Section 3.3, Xxxxxxx Controls agrees that, on the Distribution Date and with effect from the Effective Time, subject it will effect the Distribution. (b) Adient agrees that the Adient Shares to be distributed to the applicable provisions of Xxxxxxx Controls shareholders in the Merger Agreement, UTC Distribution shall be allotted credited as fully paid up and free from any Security Interests and shall have the rights described in Adient’s Memorandum and Articles adopted pursuant to Section 3.2(b). (c) Xxxxxxx Controls shall, in its sole and absolute discretion, determine the terms of each the Distribution, including the form, structure and terms of any transaction(s) transaction and/or offering(s) offering to effect each such the Distribution and the timing and conditions to the consummation of each such the Distribution. In addition, with respect to each Distribution, UTC Xxxxxxx Controls may, at any time and from time to time until the consummation of such the Distribution, modify or change the terms of such the Distribution, including by accelerating or delaying the timing of the consummation of all or part of such Distribution or waiving or imposing conditions to the consummation of such Distribution. Prior to the First Effective Time, nothing in this Agreement Nothing shall in any way limit UTC’s Xxxxxxx Controls’ right to terminate this Agreement or either or each 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. Following the First Effective Time, subject to Section 10.14, nothing in this Agreement shall in any way limit UTC’s right to amend, modify or abandon the Second Distribution at any time prior to the Second Effective Time in its sole and absolute discretion, without approval or consent of any other Person, including Carrier and Otis. (bd) Each of Carrier and Otis Adient shall cooperate with UTC Xxxxxxx Controls to accomplish the Carrier Distribution and the Otis Distribution, respectively, and shall, at UTC’s Xxxxxxx Controls’ direction, promptly take any and all actions necessary or desirable to effect the Carrier Distribution or the Otis Distribution, respectively, including in respect of the registration under the Exchange Act of Carrier Adient Shares on the Carrier Form 10 or Otis Shares on the Otis Form 10, as applicable. UTC Xxxxxxx Controls shall select any investment bank or manager in connection with each the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors in connection with each such Distributionfor Xxxxxxx Controls. Carrier or XxxxAdient and Xxxxxxx Controls, as the case may be, will provide to the Distribution Agent any Information information required in order to complete the Carrier Distribution or the Otis Distribution.

Sole and Absolute Discretion; Cooperation. (a) Prior to the applicable Effective Time, subject to the applicable provisions of the Merger Agreement, UTC Parent shall, in its sole and absolute discretion, determine the terms of each Distributionthe Distribution and any Subsequent Disposition, as applicable, including the form, structure and terms of any transaction(s) and/or offering(s) to effect each such the Distribution and any Subsequent Disposition, as applicable, and the timing and conditions to the consummation of each such Distributionthe Distribution and any Subsequent Disposition, as applicable. In addition, with respect to each Distribution, UTC Parent may, at any time and from time to time until the consummation of such Distributionthe Distribution and any Subsequent Disposition, as applicable, modify or change the terms of such Distributionthe Distribution and any Subsequent Disposition, as applicable (other than, in the case of a Subsequent Disposition, its being effected as either an exchange of the Retained Stock for Parent debt held by Parent creditors, or as a distribution of the Retained Stock to holders of Parent Shares as dividends or in exchange for outstanding shares of Parent Shares), including by accelerating or delaying the timing of the consummation of all or part of such the Distribution or waiving or imposing conditions to and any Subsequent Disposition, as applicable; provided that all Subsequent Dispositions shall be consummated within twelve (12) months of the consummation of such Distribution. Prior to the First Effective Time, nothing in this Agreement Nothing shall in any way limit UTCParent’s right to terminate this Agreement or either or each the Distribution as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Following the First Effective Time, subject to Section 10.14, nothing in this Agreement shall in any way limit UTC’s right to amend, modify or abandon the Second Distribution at any time prior to the Second Effective Time in its sole and absolute discretion, without approval or consent of any other Person, including Carrier and Otis. (b) Each of Carrier and Otis SpinCo shall cooperate with UTC Parent to accomplish the Carrier Distribution and the Otis Distributionany Subsequent Disposition, respectivelyas applicable, and shall, at UTCParent’s direction, promptly take any and all actions necessary or desirable to effect the Carrier Distribution or and any Subsequent Disposition, as applicable (including, in connection with the Otis Distribution, respectively, including in respect of the registration under the Exchange Act of Carrier SpinCo Shares on the Carrier Form 10 or Otis Shares on the Otis Form 10, as applicable). UTC Parent shall select any investment bank or manager in connection with each Distributionthe Distribution and any Subsequent Disposition, as applicable, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors in connection with each such Distributionfor Parent. Carrier or XxxxSpinCo and Parent, as the case may be, will provide to the Distribution Agent any Information information required in order to complete the Carrier Distribution or the Otis Distributionand any Subsequent Disposition, as applicable.