Authorized Territories and New Territories Sample Clauses

Authorized Territories and New Territories. As of the Effective Date, the Parties agree that the Base Vehicles, and the Final Vehicles created from such Base Vehicles, are intended to be sold in the Authorized Territories only. However, Buyer may, from time to time during the Term, request that Seller review and confirm whether the Specifications meet the requirements and standards of Governmental Authorities for validation or certification for sales of Base Vehicles (the “Validation Standards”) in a jurisdiction which is not an Authorized Territory (a “New Territory”). In the event that it is determined that any homologation work or modifications to the Specifications are required to cause the Base Vehicles to be compliant with applicable Validation Standards in the New Territory, Seller and Buyer will negotiate whether to implement such Changes in good faith, taking into account Seller’s available engineering and other resources, assembly and manufacturing capability and capacity, the Supply Agreements, and the costs associated with such Changes. In the event that the Parties agree to make such Changes, such Changes will be governed by and made in accordance with Article 9. In the event (a) (i) the Parties mutually agree that existing Specifications are compliant with the Validation Standards in the New Territory and no homologation work is required, or (ii) the Parties agree, after the requisite engineering changes and/or modifications to Specifications have been effected pursuant to Article 9, that Final Vehicles meet the applicable Validation Standards in the New Territory, and (b) the Parties agree in writing to the inclusion of such New Territory as an Authorized Territory, such New Territory shall be treated as an Authorized Territory for purposes of this Agreement. Any costs or expenses associated with a New Territory may result in an equitable adjustment to the Vehicle Price for the Base Vehicles to be assembled for the New Territory. Notwithstanding any New Territories added to this Agreement, all purchases and sales of the Base Vehicles under this Agreement will occur within the United States.
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Related to Authorized Territories and New Territories

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