Caterpillar in its sole discretion, shall determine whether All-Makes Parts shall be distributed to JV Dealers that sell Caterpillar Truck Models or Caterpillar Brand JV Truck Replacement Parts unless such JV Dealer also sells Navistar Truck Models, in which event such determination shall be made by the Board upon Majority Consent;
Caterpillar. All specifications for each Navistar Truck Model, including upgrades, shall be approved by (i) the Board by Majority Consent and (ii) Navistar.
Caterpillar. 930, 2 ½ yard wheel loader or equal.
Caterpillar. As promptly as practicable after the execution of this Agreement, Caterpillar 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 Caterpillar Required Consents and (b) act in good faith and use its commercially reasonable efforts to obtain or make (as applicable) the Caterpillar Required Consents; provided, however, that Caterpillar and its 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 Caterpillar Required Consent with respect to a Contract may be required, except that Caterpillar and its Affiliates shall be required to pay any filing fees or application fees in connection with any Caterpillar Required Consents that must be obtained by or made with any Governmental Authority. Navistar and Navistar Parent acknowledge that certain Caterpillar Required Consents may be required from parties to Contracts and that such Caterpillar Required Consents may not be obtained. None of Caterpillar or its Affiliates shall have any liability whatsoever to Navistar, Navistar Parent or any of their Affiliates arising out of or relating to the failure to obtain any Caterpillar Required Consent because of the termination of any Contract as a result thereof, except to the extent that Caterpillar does not act, or cause its Affiliates to act, in good faith or exercise commercially reasonable efforts to obtain such Caterpillar Required Consent in accordance with the terms of this Agreement. Navistar and Navistar Parent acknowledge that no representation, warranty or covenant of Caterpillar contained herein shall be breached or deemed breached as a result of (A) the failure to obtain any such Caterpillar 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 Caterpillar Required Consent or any such termination, except (in the case of each of clauses (A), (B) and (C)), to the extent that Caterpillar does not act, or cause its Affiliates to act, in good faith or exercise commercially reasonable efforts to obtain such Caterpillar Required Consent in accordance with the terms of this Agreement.
Caterpillar. Except as set forth in Section 4.4.2 of the Caterpillar Disclosure Schedule, from the date of this Agreement until the earlier of the Closing Date and the date of termination of this Agreement, Caterpillar and each of its Affiliates will provide to Navistar and its Representatives reasonable access to all documents and information that Navistar or Navistar Parent 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 Caterpillar or any of its Affiliates, or that Caterpillar or any of its Affiliates is required by Law to withhold, or the provision of which would constitute a breach of a Contract to which Caterpillar or any of its Affiliates is a party; provided, that Caterpillar shall provide to Navistar a reasonably detailed summary of any such documents if such summary would not result in a loss of attorney-client privilege for Caterpillar or any of its Affiliates, is permissible under Law and would not constitute a breach of a Contract to which Caterpillar or any of its 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 Caterpillar or any of its Affiliates, (b) is not permissible under Law or (c) would constitute a breach of a Contract to which Caterpillar or any of its Affiliates is a party, Caterpillar shall provide to Navistar a list of the names of, and parties to, such documents. The information Navistar, Navistar Parent or any of their Affiliates receive from Caterpillar or any of its Affiliates in the course of the reviews contemplated by this Section 4.4.2 shall be considered Confidential Information.
Caterpillar. From the date hereof through the Closing Date, unless and until this Agreement shall have been terminated in accordance with the provisions of Xxxxxxx 0, xxxx of Caterpillar, any of its Affiliates or any of their respective Representatives shall, except as expressly permitted by this Section 4.5.2, 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 Caterpillar 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 Navistar, Navistar Parent and their Affiliates and Representatives) concerning any Caterpillar Alternative Transaction. Caterpillar and its Affiliates and Representatives shall cease immediately all discussions and negotiations regarding any Caterpillar Alternative Transaction that commenced prior to the date of this Agreement and are in progress on the date of this Agreement. Caterpillar shall promptly advise Navistar 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 prior to the Closing to enter into any Caterpillar Alternative Transaction or any inquiry that Caterpillar or any of its Affiliates 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 Caterpillar Alternative Transaction. For purposes hereof, “Caterpillar Alternative Transaction” means (i) any joint venture or strategic alliance involving Caterpillar or any of its Affiliates that is similar to the transactions contemplated by this Agreement and the Transaction Agreements or (ii) any transaction (other than a Caterpillar 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.
Caterpillar. Caterpillar shall defend, indemnify and hold ASV, its Affiliates, and its and their directors, officers, and employees, agents and representatives harmless against any and from all claims, demands, suits, liabilities, loss, damage, cost and expense of whatsoever nature, (including costs of defense, settlement and reasonable attorneys' fees and expenses) which arise from or are in any way connected with any bodily injury or death of any person or destruction of or damage to property, resulting from or allegedly resulting from or attributable to Caterpillar's performance of its obligations under this Agreement, except if caused by ASV's willful misconduct or negligence.
Caterpillar. Confidential Green delivered to Executive in accordance with the terms of the applicable award notice, the Caterpillar Inc. 2014 Long-Term Incentive Plan, and applicable law. For avoidance of doubt, all other equity compensation granted to Executive by the Company that is outstanding as of the Retirement Date will be administered in accordance with the terms of the award notices evidencing the respective grants, equity plans and applicable law. 1.3
