MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

shall cause the Canada Seller to, proactively consult with Buyer in a timely manner in respect of
any material matter or material decision in connection with, relating to or otherwise having a
material impact on the Canada Business and/or the Canada Acquired Assets. Notwithstanding
the foregoing, nothing herein shall, or shall be deemed to be, an acquisition of control of the
Canada Acquired Assets by Buyer until the Canada Closing Date.
(c) Notwithstanding anything to the contrary in this Section 6.1, Buyer shall
be deemed for purposes of this Section 6.1 to have consented to any action contemplated or
permitted by the terms of this Agreement or otherwise reasonably taken by Seller and its
Affiliates (A) in preparation for the sale of the Local Distribution Businesses and the Acquired
Assets to Buyer or the sale of any other business or assets of Seller or the Bucyrus Entities to any
other dealer of Seller and its Affiliates, (B) to settle intercompany transactions or agreements and
terminate or otherwise wind-down any affiliate transactions or agreements between Seller and its
Affiliates with respect to the Local Distribution Businesses or the Acquired Assets or (C) in
furtherance of any name change, change in domicile, entity form or ownership, merger or
consolidation, or similar corporate reorganization of Seller or any of the Seller Parties so long as
Seller or such Seller Party remains an Affiliate of Caterpillar, Inc.
6.2 Preparation for Closing.
(a) The Parties agree to use commercially reasonable efforts to satisfy the
conditions set forth in Articles 7 and 8 and the conditions to the Canada Closing set forth in the
Canada Purchase Agreement. Without limiting the generality of the foregoing, Buyer and Seller
shall, and shall cause the Buyer Parties and the Seller Parties and the Canada Seller, respectively,
to (i) use commercially reasonable efforts and reasonably cooperate with one another to comply
as promptly as practicable with all Legal Requirements applicable to the transactions
contemplated by this Agreement and to seek promptly all Consents of any applicable
Governmental Authorities necessary for the consummation of the transactions contemplated by
this Agreement and the Canada Purchase Agreement and (ii) use commercially reasonable efforts
to resolve favorably any review or consideration of the antitrust aspects of the transactions
contemplated by this Agreement and the Canada Purchase Agreement by any Governmental
Authority with jurisdiction over the enforcement of any applicable Antitrust Laws and
vigorously defend any action brought by any Governmental Authority or other Person seeking to
enjoin, prevent or delay the consummation of the transactions contemplated by this Agreement
and the Canada Purchase Agreement.
(b) Promptly upon execution and delivery of this Agreement, the Parties will
prepare and, as soon as reasonably practicable following the execution and delivery of this
Agreement (and in any event within ten (10) Business Days after the date hereof), file, or cause
to be prepared and filed, with the appropriate Governmental Authorities, any required or
mutually desirable notification, application and submissions with respect to the transactions
contemplated by this Agreement or the Canada Purchase Agreement pursuant to the Antitrust
Laws of the Relevant Antitrust Jurisdictions, supply all information requested by Governmental
Authorities in connection with the Antitrust Laws of the Relevant Antitrust Jurisdictions and
cooperate with each other in responding to any such request. Buyer shall be responsible for all
filing fees and other impositions required to be paid in connection with any Antitrust Laws of the
Relevant Antitrust Jurisdictions. Each of the Parties will furnish or cause to be furnished to the
- 26 -