Common use of Cooperation; Reasonable Best Efforts Clause in Contracts

Cooperation; Reasonable Best Efforts. Subject to the terms and conditions set forth in this Agreement, Trimble and AGCO shall cooperate with each other and use (and shall cause their respective Affiliates to use) their respective reasonable best efforts to take or cause to be taken all actions, and to do or cause to be done all things, reasonably necessary, proper or advisable on their part under this Agreement and applicable Law to consummate the transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (including in draft form where applicable) and to obtain as promptly as practicable all Permits necessary to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement. Subject to applicable Laws relating to the exchange of information and appropriate confidentiality protections, AGCO and Trimble shall cooperate in good faith in the preparation of the other’s, or any joint, notices, reports and filings (including by responding reasonably to questions or requests by any Governmental Entity), shall have the right to review in advance, and, to the extent practicable, each will consult in advance with the other on and consider in good faith the views of the other in connection with, all of the information relating to AGCO or Trimble, the Company, the Company Group or the Business, as the case may be, and any of their respective Affiliates, that appears in any filing made with, or material written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, that AGCO and Trimble shall not be obligated to provide the other with copies of any initial pre-merger notifications made pursuant to the HSR Act. Subject to applicable Laws relating to the exchange of information and appropriate confidentiality protections, AGCO and Trimble, or their counsel, to the extent practicable, shall have the right to participate in all material communications or meetings with any Governmental Entity in connection with review of the transactions contemplated by this Agreement under the applicable Laws, to the extent permitted by such Governmental Entity. Trimble shall not commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period, withdraw its initial filing under the HSR Act or any other applicable Laws, as the case may be, and refile it, or enter into a timing agreement, including any agreement to delay the consummation or not to consummate the transactions contemplated hereby, with any Governmental Entity without the prior written consent of AGCO; AGCO may do so following good faith consultation with Trimble. In exercising the foregoing rights, each Trimble and AGCO shall act reasonably and as promptly as practicable.

Cooperation; Reasonable Best Efforts. Subject to the terms and conditions set forth in this AgreementAgreement (including Section 7.5(d) and 7.5(e)), Trimble the Company and AGCO Parent shall cooperate with each other and use (and shall cause their respective Affiliates Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and to do or cause to be done done, all things, reasonably necessary, proper or advisable on their its part under this Agreement and applicable Law to consummate and make effective the transactions contemplated by this Agreement Merger and the other Transactions as soon as practicablereasonably possible, including preparing and filing as promptly as practicable reasonably possible all documentation to effect all necessary notices, reports and other filings (including in draft form where applicable) and to obtain as promptly as practicable reasonably possible all Permits necessary consents, registrations, approvals, permits and authorizations necessary, proper or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other Transactions, including under the HSR Act, the EUMR and any other applicable Antitrust Law, and any notice or other filings with the Committee on Foreign Investment in the United States (“CFIUS”). Parent and the Company each shall (i) file (and cause its Affiliates to file), or cause to be filed (which filing, including the exhibits thereto, need not be shared or otherwise disclosed to the other party, except to outside legal counsel of the other party to the extent reasonably necessary or advisable to help facilitate completion of filing requirements), the initial premerger notifications with respect to this Agreement and the Transactions required under the HSR Act no later than October 24, 2014 (unless otherwise mutually agreed by Parent and the Company), and shall make any filings as required by the EUMR and any other applicable Antitrust Law as soon as reasonably practicable after the date hereof, (ii) comply at the earliest practicable date with any request under the HSR Act for additional information, documents or other materials received by such party from the U.S. Federal Trade Commission, the Antitrust Division of the U.S. Department of Justice or by any other Governmental Entity under any Antitrust Laws in respect of any such filings or such transactions contemplated and (iii) act in good faith and reasonably cooperate with the other party in connection with any such filings (including, if requested by this Agreementthe other party, to accept all reasonable additions, deletions or changes suggested by the other party in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any Antitrust Laws. Subject to applicable Laws Law relating to the exchange of information information, Parent and appropriate confidentiality protections, AGCO and Trimble the Company shall cooperate in good faith in provide outside legal counsel for the preparation of the other’s, or any joint, notices, reports and filings (including by responding reasonably to questions or requests by any Governmental Entity), shall have the right other party with a reasonable opportunity to review in advance, and, to the extent practicable, each will consult in advance with the other on and consider in good faith the views of the other party in connection with, all of the information relating to AGCO any proposed notifications or Trimble, the Company, the Company Group filings and any written communications or the Business, as the case may besubmissions, and with respect to any of their respective Affiliatessuch notification, that appears in any filing made withfiling, written communication or material written materials submitted tosubmission, any third party and/or documents submitted therewith to any Governmental Entity in connection with (including the transactions contemplated by this AgreementProxy Statement); provided, that AGCO materials may be redacted or withheld (i) as necessary to comply with contractual agreements, (ii) as necessary to address reasonable privilege or confidentiality concerns and Trimble shall not be obligated (iii) to provide remove references concerning the other with copies of any initial pre-merger notifications made pursuant to the HSR Act. Subject to applicable Laws relating to the exchange of information and appropriate confidentiality protections, AGCO and Trimble, or their counsel, to the extent practicable, shall have the right to participate in all material communications or meetings with any Governmental Entity in connection with review valuation of the transactions contemplated by this Agreement under the applicable Laws, to the extent permitted by such Governmental Entity. Trimble shall not commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period, withdraw Company and its initial filing under the HSR Act or any other applicable Laws, as the case may be, and refile it, or enter into a timing agreement, including any agreement to delay the consummation or not to consummate the transactions contemplated hereby, with any Governmental Entity without the prior written consent of AGCO; AGCO may do so following good faith consultation with TrimbleSubsidiaries. In exercising the foregoing rights, each Trimble of the Company and AGCO Parent shall act reasonably and as promptly as practicable. For purposes of this Agreement, “Antitrust Law” means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EUMR, Other Antitrust Laws, and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

Cooperation; Reasonable Best Efforts. Subject to the terms and conditions set forth in this Agreement, Trimble the Company and AGCO the Buyer shall cooperate with each other and use (and shall cause their respective Affiliates to use) their respective reasonable best efforts to take or cause to be taken all actions, and to do or cause to be done all things, reasonably necessary, proper or advisable on their part under this Agreement and the Ancillary Agreements and under applicable Law to consummate the transactions contemplated by this Agreement and the Ancillary Agreements as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (including in draft form where applicable) and to obtain as promptly as practicable all Permits necessary to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement. Subject to applicable Laws relating to the exchange of information and appropriate confidentiality protections, AGCO the Company and Trimble shall cooperate in good faith in the preparation of the other’s, or any joint, notices, reports and filings (including by responding reasonably to questions or requests by any Governmental Entity), Buyer shall have the right to review in advance, and, to the extent practicable, each will consult in advance with the other on and consider in good faith the views of the other in connection with, all of the information relating to AGCO or Trimble, the Company, the Company Group Buyer or the Business, as the case may be, and any of their respective Affiliates, that appears in any filing made with, or material written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, that AGCO and Trimble shall not be obligated to provide the other with copies of any initial pre-merger notifications made pursuant to the HSR Act. Subject to applicable Laws relating to the exchange of information and appropriate confidentiality protections, AGCO the Company and Trimblethe Buyer, or their counsel, to the extent practicable, shall have the right to participate in all material communications or meetings with any Governmental Entity in connection with review of the transactions contemplated by this Agreement under the applicable Antitrust Laws, to the extent permitted by such Governmental Entity. Trimble shall not commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period, withdraw its initial filing under the HSR Act or any other applicable Laws, as the case may be, and refile it, or enter into a timing agreement, including any agreement to delay the consummation or not to consummate the transactions contemplated hereby, with any Governmental Entity without the prior written consent of AGCO; AGCO may do so following good faith consultation with Trimble. In exercising the foregoing rights, each Trimble the Company and AGCO the Buyer shall act reasonably and as promptly as practicable.practicable.(b)

Cooperation; Reasonable Best Efforts. Subject to The Seller Parent and the terms and conditions set forth in this Agreement, Trimble and AGCO Buyer Parent shall cooperate with each other and use (and shall cause their respective controlled Affiliates to use) their respective reasonable best efforts to take or cause to be taken all actions, and to do or cause to be done all things, reasonably necessary, proper or advisable on their part under this Agreement and applicable Law to consummate the transactions contemplated by this Agreement applicable Transactions as soon as practicable. The Buyer Parent shall have primary responsibility, in advance consultation with the Seller Parent (giving it a reasonable opportunity to provide comments), (x) with respect to the First Closing Transactions, for preparing and filing as promptly as practicable all documentation that needs to be prepared and filed to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all Permits necessary to be obtained from any Governmental Entity, including all documentation that needs to be prepared and filed as required to obtain the Dalian Land Use Approval, and entering into any local transfer agreement that is a First Closing Deliverable; and (y) with respect to the Second Closing Transactions, for preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (including in draft form where applicable) and to obtain as promptly as practicable all Permits filings necessary to be obtained from any Governmental Entity (including SAMR and SAFE filings) required by the laws then applicable or entering into any local transfer agreement that is a Second Closing Deliverable, in each case in order to consummate the transactions contemplated applicable Transactions and as necessary for the continued lawful operation of the Business after the First Closing and Second Closing, as applicable; provided that the Seller Parent shall, and shall cause the Sellers and its other controlled Affiliates (including OpCo) to, use reasonable best efforts and give reasonable assistance to the Buyer Parent in such efforts, including to communicate with any such Governmental Entity (including with the applicable Local Governmental Entity in connection with the Dalian Land Use Approval or with any incentive agreement relating to the Dalian Fab and any other licenses or approvals required by a Governmental Entity for the operation of the Business) on behalf of the Buyer Parent; provided that the foregoing agreement by the Seller Parent to provide such assistance to the Buyer Parent shall not relieve the Buyer Parent of its obligation to procure the Permits (including the Dalian Land Use Approval) and make the filings referenced in this AgreementSection 5.3(c). Subject to applicable Laws Laws, including those relating to the exchange of information and necessary or appropriate confidentiality protectionsprotections (including those set forth in Section 5.2), AGCO and Trimble shall cooperate in good faith in the preparation each of the other’s, or any joint, notices, reports Buyer Parent and filings (including by responding reasonably to questions or requests by any Governmental Entity), shall have the right to review in advance, and, to the extent practicable, each will consult in advance with the other on and consider in good faith the views of the other in connection with, all of the information relating to AGCO or Trimble, the Company, the Company Group or the BusinessSeller Parent shall, as the case may be, and any of their respective Affiliates, that appears in any filing made with, or material written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, that AGCO and Trimble shall not be obligated to provide the other with copies of any initial pre-merger notifications made pursuant to the HSR Act. Subject to applicable Laws relating to the exchange of information and appropriate confidentiality protections, AGCO and Trimble, or their counsel, to the extent practicable, shall have the right to participate in all material communications or meetings with any Governmental Entity in connection with review of the transactions contemplated by this Agreement under the applicable Laws, to the extent permitted by such Governmental Entity. Trimble shall not commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period, withdraw its initial filing under the HSR Act or any other applicable Laws, as the case may be, and refile it, or enter into a timing agreement, including any agreement to delay the consummation or not to consummate the transactions contemplated hereby, with any Governmental Entity without the prior written consent of AGCO; AGCO may do so following good faith consultation with Trimble. In exercising the foregoing rights, each Trimble and AGCO shall act reasonably and as promptly as practicable.applicable:

Cooperation; Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, Trimble and AGCO shall cooperate with each other and of the Parties hereto agrees to use (and shall cause their respective Affiliates to use) their respective its reasonable best efforts to take take, or cause to be taken taken, all actions, appropriate action (and to do do, or cause to be done done, all things, reasonably things necessary, proper or advisable on their part under this Agreement and applicable Law Laws) to consummate and make effective, in the transactions contemplated by this Agreement as soon as most expeditious manner practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (including in draft form where applicable) and to obtain as promptly as practicable all Permits necessary to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement. Subject Without limiting the foregoing, (i) each Party shall use its reasonable best efforts to applicable Laws relating make promptly any filings or submissions that are required to be made under the HSR Act or the FPA or with the PSCW or the Province of Nova Scotia or which Seller or Purchaser determines should be made, with respect to the exchange of information transactions contemplated hereby, (A) under the Competition Act (Canada) or the Investment Canada Act, (B) under the Wisconsin public utility Laws, in order to ensure that Purchaser and appropriate confidentiality protections, AGCO and Trimble shall cooperate in good faith in the preparation of the other’sHoldco will remain exempt, or any jointobtain a waiver from, noticesregulation as a “holding company” or a “holding company system” as defined under such Laws, reports and filings or (including by responding reasonably to questions or requests C) as may be required by any Governmental Entity), shall have the right to review in advance, and, to the extent practicable, each will consult in advance with the other on and consider in good faith the views (ii) none of the other in connection withParties shall engage, all of the information relating to AGCO or Trimble, the Company, the Company Group or the Business, as the case may be, and permit any of their respective AffiliatesAffiliate to engage, that appears in any filing transaction that would reasonably be expected to prevent or materially delay the obtaining of any regulatory approval or clearance that is required as a condition to Closing under Article VI and (iii) the Parties shall cooperate with one another (A) in promptly determining whether any filings are required to be or should be made withor consents, approvals, permits or authorizations are required to be or should be obtained under any other federal, state or foreign Law or whether any consents, approvals or waivers are required to be or should be obtained from other parties to loan agreements or other Contracts or instruments material written materials submitted to, any third party and/or any Governmental Entity to the Company’s business in connection with the transactions contemplated by this Agreement; provided, that AGCO and Trimble shall not be obligated to provide the other with copies of any initial pre-merger notifications made pursuant to the HSR Act. Subject to applicable Laws relating to the exchange of information and appropriate confidentiality protections, AGCO and Trimble, or their counsel, to the extent practicable, shall have the right to participate in all material communications or meetings with any Governmental Entity in connection with review consummation of the transactions contemplated by this Agreement under the applicable Lawsand (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to the extent permitted by obtain timely any such Governmental Entityconsents, permits, authorizations, approvals or waivers. Trimble shall not commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period, withdraw its initial filing under the HSR Act or any other applicable Laws, as the case may beThe Parties shall, and refile itshall cause their respective Affiliates to, or enter into a timing agreement, including any agreement use their reasonable best efforts to delay obtain all third party consents from non-Governmental Entities required in connection with the consummation or not to consummate of the transactions contemplated hereby, with ; provided that Seller and the Company shall not be required to make any out-of-pocket payments to such non-Governmental Entity without the prior written third parties from whom consent of AGCO; AGCO may do so following good faith consultation with Trimble. In exercising the foregoing rights, each Trimble is being sought other than nominal application and AGCO shall act reasonably and as promptly as practicablenominal processing fees.