Common use of Certain Principles Clause in Contracts

Certain Principles. 8.2.1 The Company may purchase, in its discretion, completely built JV Trucks and JV Truck Components that are part of knock-down kits for JV Trucks. 8.2.2 Completely built JV Trucks shall be sold by Navistar to the Company pursuant to the Truck Sales Agreement. 8.2.3 JV Truck Components (whether or not part of a knock-down kit) and JV Truck Replacement Parts shall be sold by each Member to the Company pursuant to the applicable Master Component Supply Agreements, and the Company shall be permitted to source components and parts from any Person, including third parties or the Members. 8.2.4 Costs and expenses associated with kitting a knock-down kit shall be paid for by the Company. 8.2.5 All research and development services and Maxx-Xp Engineering Services, in each case, relating to product design and product development provided by a Member shall be sold to the Company at Cost–plus-[5][7]%. 8.2.6 All parts distribution services performed by Caterpillar with respect to Caterpillar Brand JV Truck Replacement Parts (to the extent that Caterpillar is retained by the Company to perform such services), parts distribution services performed by Navistar with respect to Navistar Brand JV Truck Replacement Parts (to the extent that Navistar is retained by the Company to perform such services), and logistics services through Caterpillar Logistics Services, Inc. (to the extent that Caterpillar is retained by the Company to perform such services) shall be sold to the Company at prices that are negotiated by such Member or, in the case of logistics services, Caterpillar Logistics Services, Inc., and the Company. If the Company does not retain Caterpillar or one of its Affiliates or Navistar or one of its Affiliates to provide such services, it shall be permitted with the Majority Consent of the Board to retain any other Person, including third parties, to provide parts distribution services or logistics services related to Caterpillar Brand JV Truck Replacement Parts or Navistar Brand JV Truck Replacement Parts. 8.2.7 The terms on which Caterpillar Financial shall provide financing services in connection with the Company’s Business, if Caterpillar Financial is retained by the Company to provide such services, will be negotiated by Caterpillar Financial and the Company. The Company, with the Majority Consent of the Board, may also retain other Persons, including third parties or Navistar or one of its Affiliates, to provide financing services to or on behalf of the Company or with respect to JV Trucks or JV Truck Replacement Parts. 8.2.8 Any service not described in Sections 8.2.1 through 8.2.7 that is rendered directly by a Member or any of its Affiliates to the Company shall be sold to the Company at Cost-plus-2.5% to the extent permissible under applicable law. 8.2.9 All services that are purchased by a Member or any of its Affiliates from a third party and then re-sold to the Company shall be so sold to the Company on a pass-through basis without maxx-xp. 8.2.10 Each of the principles set forth in this Section 8.2 and any dealings or arrangements between the Members or any of their Affiliates and the Company shall conform to the transfer pricing rules and guidelines (when applicable) and any other applicable tax law. The Members jointly shall decide whether such dealings and arrangements conform and shall provide recommendations to meet the requirements of such rules and guidelines. The Parties will use their commercially reasonable efforts to source services and goods in such a manner as to reduce or eliminate intercompany maxx-xps for cross border services and goods.

Certain Principles. 8.2.1 The Company may purchase, in its discretion, completely built JV Trucks and JV Truck Components that are part of knock-down kits for JV Trucks. 8.2.2 Completely built JV Trucks shall be sold by Navistar to the Company pursuant to the Truck Sales Agreement. 8.2.3 JV Truck Components (whether or not part of a knock-down kit) and JV Truck Replacement Parts shall be sold by each Member to the Company pursuant to the applicable Master Component Supply Agreements, and the Company shall be permitted to source components and parts from any Person, including third parties or the Members. 8.2.4 Costs and expenses associated with kitting a knock-down kit shall be paid for by the Company. 8.2.5 All research and development services and MaxxXxxx-Xp Up Engineering Services, in each case, relating to product design and product development provided by a Member shall be sold to the Company at Cost–plus-[5][7]%plus-5%. 8.2.6 All parts distribution Logistics services performed to be provided by Caterpillar with respect to Caterpillar Brand JV Truck Replacement Parts (to the extent that Caterpillar is retained by the Company to perform such services), parts distribution services performed by Navistar with respect to Navistar Brand JV Truck Replacement Parts (to the extent that Navistar is retained by the Company to perform such services), and logistics services through Caterpillar Logistics Services, Inc. or its subsidiaries (if and to the extent that Caterpillar is retained by the Company to perform such services) shall be sold to the Company at prices that are negotiated by such Member or, in the case of logistics services, Caterpillar Logistics Services, Inc., Inc. or its subsidiaries and the Company. If the Company does not retain Caterpillar Logistics Services, Inc. or one of its Affiliates or Navistar or one of its Affiliates subsidiaries to provide such services, it the Company shall be permitted with the Majority Consent of the Board to retain any other Person, including third parties, to provide parts distribution services or logistics services related to Caterpillar Brand JV Truck Replacement Parts or Navistar Brand JV Truck Replacement Parts. 8.2.7 The terms on which Caterpillar Financial shall provide financing services in connection with the Company’s Business, if Caterpillar Financial is retained by the Company to provide such services, will be negotiated by Caterpillar Financial and the Company. The Company, with the Majority Consent of the Board, may also retain other Persons, including third parties or Navistar or one of its Affiliates, to provide financing services to or on behalf of the Company or with respect to JV Trucks or JV Truck Replacement Parts. 8.2.8 Any service not described in Sections 8.2.1 through 8.2.7 that is rendered directly by a Member or any of its Affiliates to the Company shall be sold to the Company at Cost-plus-2.5% to the extent permissible under applicable law. 8.2.9 All services that are purchased by a Member or any of its Affiliates from a third party and then re-sold to the Company shall be so sold to the Company on a pass-through basis without maxxxxxx-xpup. 8.2.10 Each of the principles set forth in this Section 8.2 and any dealings or arrangements between the Members or any of their Affiliates and the Company shall conform to the transfer pricing rules and guidelines (when applicable) and any other applicable tax law. The Members jointly shall decide whether such dealings and arrangements conform and shall provide recommendations to meet the requirements of such rules and guidelines. The Parties will use their commercially reasonable efforts to source services and goods in such a manner as to reduce or eliminate intercompany maxxxxxx-xps ups for cross border services and goods.

Certain Principles. 8.2.1 The Company may purchase, in its discretion, completely built JV Trucks and JV Truck Components that are part of knock-down kits for JV Trucks. 8.2.2 Completely built JV Trucks shall be sold by Navistar to the Company pursuant to the Truck Sales Agreement. 8.2.3 JV Truck Components (whether or not part of a knock-down kit) and JV Truck Replacement Parts shall be sold by each Member to the Company pursuant to the applicable Master Component Supply Agreements, and the Company shall be permitted to source components and parts from any Person, including third parties or the Members. 8.2.4 Costs and expenses associated with kitting a knock-down kit shall be paid for by the Company. 8.2.5 All research and development services and MaxxXxxx-Xp Up Engineering Services, in each case, relating to product design and product development provided by a Member shall be sold to the Company at Cost–plus-[5][7]%. 8.2.6 All parts distribution services performed by Caterpillar with respect to Caterpillar Brand JV Truck Replacement Parts (to the extent that Caterpillar is retained by the Company to perform such services), parts distribution services performed by Navistar with respect to Navistar Brand JV Truck Replacement Parts (to the extent that Navistar is retained by the Company to perform such services), and logistics services through Caterpillar Logistics Services, Inc. (to the extent that Caterpillar is retained by the Company to perform such services) shall be sold to the Company at prices that are negotiated by such Member or, in the case of logistics services, Caterpillar Logistics Services, Inc., and the Company. If the Company does not retain Caterpillar or one of its Affiliates or Navistar or one of its Affiliates to provide such services, it shall be permitted with the Majority Consent of the Board to retain any other Person, including third parties, to provide parts distribution services or logistics services related to Caterpillar Brand JV Truck Replacement Parts or Navistar Brand JV Truck Replacement Parts. 8.2.7 The terms on which Caterpillar Financial shall provide financing services in connection with the Company’s Business, if Caterpillar Financial is retained by the Company to provide such services, will be negotiated by Caterpillar Financial and the Company. The Company, with the Majority Consent of the Board, may also retain other Persons, including third parties or Navistar or one of its Affiliates, to provide financing services to or on behalf of the Company or with respect to JV Trucks or JV Truck Replacement Parts. 8.2.8 Any service not described in Sections 8.2.1 through 8.2.7 that is rendered directly by a Member or any of its Affiliates to the Company shall be sold to the Company at Cost-plus-2.5% to the extent permissible under applicable law. 8.2.9 All services that are purchased by a Member or any of its Affiliates from a third party and then re-sold to the Company shall be so sold to the Company on a pass-through basis without maxxxxxx-xpup. 8.2.10 Each of the principles set forth in this Section 8.2 and any dealings or arrangements between the Members or any of their Affiliates and the Company shall conform to the transfer pricing rules and guidelines (when applicable) and any other applicable tax law. The Members jointly shall decide whether such dealings and arrangements conform and shall provide recommendations to meet the requirements of such rules and guidelines. The Parties will use their commercially reasonable efforts to source services and goods in such a manner as to reduce or eliminate intercompany maxxxxxx-xps ups for cross border services and goods.

Certain Principles. 8.2.1 The Company may purchase, in its discretion, completely built JV Trucks and JV Truck Components that are part of knock-down kits for JV Trucks. 8.2.2 Completely built JV Trucks shall be sold by Navistar to the Company pursuant to the Truck Sales Agreement. 8.2.3 JV Truck Components (whether or not part of a knock-down kit) and JV Truck Replacement Parts shall be sold by each Member to the Company pursuant to the applicable Master Component Supply Agreements, and the Company shall be permitted to source components and parts from any Person, including third parties or the Members. 8.2.4 Costs and expenses associated with kitting a knock-down kit shall be paid for by the Company. 8.2.5 All research and development services and MaxxMxxx-Xp Up Engineering Services, in each case, relating to product design and product development provided by a Member shall be sold to the Company at Cost–plus-[5][7]%plus-5%. 8.2.6 All parts distribution Logistics services performed to be provided by Caterpillar with respect to Caterpillar Brand JV Truck Replacement Parts (to the extent that Caterpillar is retained by the Company to perform such services), parts distribution services performed by Navistar with respect to Navistar Brand JV Truck Replacement Parts (to the extent that Navistar is retained by the Company to perform such services), and logistics services through Caterpillar Logistics Services, Inc. or its subsidiaries (if and to the extent that Caterpillar is retained by the Company to perform such services) shall be sold to the Company at prices that are negotiated by such Member or, in the case of logistics services, Caterpillar Logistics Services, Inc., Inc. or its subsidiaries and the Company. If the Company does not retain Caterpillar Logistics Services, Inc. or one of its Affiliates or Navistar or one of its Affiliates subsidiaries to provide such services, it the Company shall be permitted with the Majority Consent of the Board to retain any other Person, including third parties, to provide parts distribution services or logistics services related to Caterpillar Brand JV Truck Replacement Parts or Navistar Brand JV Truck Replacement Parts. 8.2.7 The terms on which Caterpillar Financial shall provide financing services in connection with the Company’s Business, if Caterpillar Financial is retained by the Company to provide such services, will be negotiated by Caterpillar Financial and the Company. The Company, with the Majority Consent of the Board, may also retain other Persons, including third parties or Navistar or one of its Affiliates, to provide financing services to or on behalf of the Company or with respect to JV Trucks or JV Truck Replacement Parts. 8.2.8 Any service not described in Sections 8.2.1 through 8.2.7 that is rendered directly by a Member or any of its Affiliates to the Company shall be sold to the Company at Cost-plus-2.5% to the extent permissible under applicable law. 8.2.9 All services that are purchased by a Member or any of its Affiliates from a third party and then re-sold to the Company shall be so sold to the Company on a pass-through basis without maxxmxxx-xpup. 8.2.10 Each of the principles set forth in this Section 8.2 and any dealings or arrangements between the Members or any of their Affiliates and the Company shall conform to the transfer pricing rules and guidelines (when applicable) and any other applicable tax law. The Members jointly shall decide whether such dealings and arrangements conform and shall provide recommendations to meet the requirements of such rules and guidelines. The Parties will use their commercially reasonable efforts to source services and goods in such a manner as to reduce or eliminate intercompany maxxmxxx-xps ups for cross border services and goods.