Common use of Exclusivity and Common Parts Clause in Contracts

Exclusivity and Common Parts. 10.3.4.1 Subject to applicable law and except for sales to military customers and certain Governmental Conventional Customers by Navistar and its Affiliates pursuant to the provisions of Section 11.1.3.2 or otherwise pursuant to the provisions of Section 15.3.4, the Members and the Company shall implement policies, processes and systems to cause JV Truck Replacement Parts, other than Common Parts, to be sold in the ROW exclusively through the JV Dealers (except where required for the sale of JV Truck Replacement Parts to certain Governmental XXX Customers or Governmental Conventional Customers in the ROW as permitted by Section 11.1.3). For example, a Member may assign separate dealer codes to help track and manage the Business. 10.3.4.2 The Company shall endeavor with each Member to offer competitive parts pricing for Common Parts to maximize opportunities with JV Dealers to order such Common Parts from the Company. 10.3.4.3 Notwithstanding anything to the contrary in this Agreement, (a) each Member and its Affiliates may market and sell at any time in any ROW country Common Parts except to the extent that such Member or such Affiliate reasonably believes that such Common Parts will ultimately be used in a JV Truck sold by the Company, and (b) if any of such sales of Common Parts by a Member or its Affiliates that such Member or such Affiliate reasonably believes will not ultimately be used in a JV Truck sold by the Company, as permitted by clause (a), are made by the Company (rather than by Caterpillar, Navistar, or their respective Affiliates, as applicable), all profits or losses arising from the Company’s sale shall be entirely for the account of Caterpillar or Navistar, respectively, and shall be transferred to Caterpillar or Navistar, respectively. The Company and each Member shall adopt and implement policies, processes, and systems to monitor, to the extent reasonably practicable, the end-user customers to which Common Parts are sold. If, at any time during the term of this Agreement, either Member reasonably believes in good faith that the other Member is selling in any ROW country Common Parts that are ultimately being used in a JV Truck sold by the Company, (A) the Company and the Members shall investigate such matter and, (B) in the event that a material amount of such sales did occur, bring such matter to the Board to determine any appropriate remediation action it deems necessary.

Exclusivity and Common Parts. 10.3.4.1 Subject to applicable law and except for sales to military customers and certain Governmental Conventional Customers by Navistar and its Affiliates pursuant to the provisions of Section 11.1.3.2 or otherwise pursuant to the provisions of Section 15.3.4Sections 15.3.4 or 15.3.8, the Members and the Company shall implement policies, processes and systems to cause JV Truck Replacement Parts, other than Common Parts, to be sold in the ROW exclusively through the JV Dealers (except where required for the sale of JV Truck Replacement Parts to certain Governmental XXX Customers or Governmental Conventional Customers in the ROW as permitted by Section 11.1.3). For example, a Member may assign separate dealer codes to help track and manage the Business. 10.3.4.2 The Company shall endeavor with each Member to offer competitive parts pricing for Common Parts to maximize opportunities with JV Dealers to order such Common Parts from the Company. 10.3.4.3 Notwithstanding anything to the contrary in this Agreement, (a) each Member and its Affiliates may market and sell at any time in any ROW country Common Parts except to the extent that such Member or such Affiliate reasonably believes that such Common Parts will ultimately be used in a JV Truck sold by the Company, and (b) if any of such sales of Common Parts by a Member or its Affiliates that such Member or such Affiliate reasonably believes will not ultimately be used in a JV Truck sold by the Company, as permitted by clause (a), are made by the Company (rather than by Caterpillar, Navistar, or their respective Affiliates, as applicable), all profits or losses arising from the Company’s sale shall be entirely for the account of Caterpillar or Navistar, respectively, and shall be transferred to Caterpillar or Navistar, respectively. The Company and each Member shall adopt and implement policies, processes, and systems to monitor, to the extent reasonably practicable, the end-user customers to which Common Parts are sold. If, at any time during the term of this Agreement, either Member reasonably believes in good faith that the other Member is selling in any ROW country Common Parts that are ultimately being used in a JV Truck sold by the Company, (A) the Company and the Members shall investigate such matter and, (B) in the event that a material amount of such sales did occur, bring such matter to the Board to determine any appropriate remediation action it deems necessary.

Exclusivity and Common Parts. 10.3.4.1 Subject to applicable law and except for sales to military customers and certain Governmental Conventional Customers by Navistar and its Affiliates pursuant to the provisions of Section 11.1.3.2 or otherwise pursuant to the provisions of Section 15.3.4, the Members and the Company shall implement policies, processes and systems to cause JV Truck Replacement Parts, other than Common Parts, to be sold in the ROW exclusively through the JV Dealers (except where required for the sale of JV Truck Replacement Parts to certain Governmental XXX Customers COX Xustomers or Governmental Conventional Customers in the ROW as permitted by Section 11.1.3). For example, a Member may assign separate dealer codes to help track and manage the Business. 10.3.4.2 The Company shall endeavor with each Member to offer competitive parts pricing for Common Parts to maximize opportunities with JV Dealers to order such Common Parts from the Company. 10.3.4.3 Notwithstanding anything to the contrary in this Agreement, (a) each Member and its Affiliates may market and sell at any time in any ROW country Common Parts except to the extent that such Member or such Affiliate reasonably believes that such Common Parts will ultimately be used in a JV Truck sold by the Company, and (b) if any of such sales of Common Parts by a Member or its Affiliates that such Member or such Affiliate reasonably believes will not ultimately be used in a JV Truck sold by the Company, as permitted by clause (a), are made by the Company (rather than by Caterpillar, Navistar, or their respective Affiliates, as applicable), all profits or losses arising from the Company’s sale shall be entirely for the account of Caterpillar or Navistar, respectively, and shall be transferred to Caterpillar or Navistar, respectively. The Company and each Member shall adopt and implement policies, processes, and systems to monitor, to the extent reasonably practicable, the end-user customers to which Common Parts are sold. If, at any time during the term of this Agreement, either Member reasonably believes in good faith that the other Member is selling in any ROW country Common Parts that are ultimately being used in a JV Truck sold by the Company, (A) the Company and the Members shall investigate such matter and, (B) in the event that a material amount of such sales did occur, bring such matter to the Board to determine any appropriate remediation action it deems necessary.

Exclusivity and Common Parts. 10.3.4.1 Subject to applicable law and except for sales to military customers and certain Governmental Conventional Customers by Navistar and its Affiliates pursuant to the provisions of Section 11.1.3.2 or otherwise pursuant to the provisions of Section 15.3.4Sections 15.3.4 or 15.3.8, the Members and the Company shall implement policies, processes and systems to cause JV Truck Replacement Parts, other than Common Parts, to be sold in the ROW exclusively through the JV Dealers (except where required for the sale of JV Truck Replacement Parts to certain Governmental XXX CXX Customers or Governmental Conventional Customers in the ROW as permitted by Section 11.1.3). For example, a Member may assign separate dealer codes to help track and manage the Business. 10.3.4.2 The Company shall endeavor with each Member to offer competitive parts pricing for Common Parts to maximize opportunities with JV Dealers to order such Common Parts from the Company. 10.3.4.3 Notwithstanding anything to the contrary in this Agreement, (a) each Member and its Affiliates may market and sell at any time in any ROW country Common Parts except to the extent that such Member or such Affiliate reasonably believes that such Common Parts will ultimately be used in a JV Truck sold by the Company, and (b) if any of such sales of Common Parts by a Member or its Affiliates that such Member or such Affiliate reasonably believes will not ultimately be used in a JV Truck sold by the Company, as permitted by clause (a), are made by the Company (rather than by Caterpillar, Navistar, or their respective Affiliates, as applicable), all profits or losses arising from the Company’s sale shall be entirely for the account of Caterpillar or Navistar, respectively, and shall be transferred to Caterpillar or Navistar, respectively. The Company and each Member shall adopt and implement policies, processes, and systems to monitor, to the extent reasonably practicable, the end-user customers to which Common Parts are sold. If, at any time during the term of this Agreement, either Member reasonably believes in good faith that the other Member is selling in any ROW country Common Parts that are ultimately being used in a JV Truck sold by the Company, (A) the Company and the Members shall investigate such matter and, (B) in the event that a material amount of such sales did occur, bring such matter to the Board to determine any appropriate remediation action it deems necessary.