Common use of Certain Transactions in Connection with Closing Clause in Contracts

Certain Transactions in Connection with Closing. The following shall occur simultaneously with the closing of the sale and purchase of the Membership Interest pursuant to the Buy-Out Interest Option or pursuant to the Buy/Sell Option (as provided in Section 21.6.4): 21.6.5.1 The Company shall distribute (a) the Company-owned trademarks, service marks and trade dress unique to the Seller Member’s branded JV Truck Models to the Seller Member, and (b) joint ownership of all other Company-owned Intellectual Property (other than trademarks, service marks and trade dress unique to the Purchaser Member’s branded JV Truck Models) to the Seller Member as a joint owner with the Company, all in accordance with the provisions of Section 21.5.1, as if the Company were being dissolved and liquidated (it being understood the terms of such joint ownership are set forth in Section 14.6). 21.6.5.2 Each JV Dealer agreement pertaining to the sale of Seller Member branded JV Truck Models (irrespective of whether the JV Dealer party to such agreement is Affiliated with a Caterpillar dealer or a Navistar dealer) shall be terminated or distributed to the Seller Member in accordance with the provisions of Section 21.5.2, as if the Company were being dissolved and liquidated. 21.6.5.3 For the avoidance of doubt, all of the non-competition and exclusivity provisions contained in this Agreement (including the provisions of Sections 9.5, 11.1 and 15) shall terminate and be of no further force or effect.

Certain Transactions in Connection with Closing. The following shall occur simultaneously with the closing of the sale and purchase of the Membership Interest pursuant to the Buy-Out Interest Option or pursuant to the Buy/Sell Option (as provided in Section 21.6.4): 21.6.5.1 The Company shall distribute (a) the Company-owned trademarks, service marks and trade dress unique to the Seller Member’s branded JV Truck Models to the Seller Member, and (b) joint ownership of all other Company-owned Intellectual Property (other than trademarks, service marks and trade dress unique to the Purchaser Member’s branded JV Truck Models) to the Seller Member as a joint owner with the Company, all in accordance with the provisions of Section 21.5.1, as if the Company were being dissolved and liquidated (it being understood the terms of such joint ownership are set forth in Section 14.6). 21.6.5.2 Each JV Dealer agreement pertaining to the sale of Seller Member branded JV Truck Models (irrespective of whether the JV Dealer party to such agreement is Affiliated with owned by a Caterpillar dealer or a Navistar dealer) shall be terminated or distributed to the Seller Member in accordance with the provisions of Section 21.5.2, as if the Company were being dissolved and liquidated. 21.6.5.3 For the avoidance of doubt, all of the non-competition and exclusivity provisions contained in this Agreement (including the provisions of Sections 9.5, 11.1 and 15) shall terminate and be of no further force or effect.