JV Truck Components Sample Clauses

JV Truck Components. 9.4.1 After any JV Truck Assembly Facility commences the assembly of a JV Truck model (or any JV Truck Component relating thereto), the Company may purchase JV Truck Components directly from Navistar or Caterpillar pursuant to Master Component Supply Agreements or from any third party. Notwithstanding the foregoing, the Members agree and acknowledge that (a) differences may arise in the pricing, terms, and availability with respect to direct material purchases by the Company (on the one hand) and the Members (on the other hand) if and when the Company chooses suppliers or JV Truck Components that differ from what is consistent with the Members’ then-current sourcing strategies, and (b) other factors, including loss of scale, logistics, country duties, and taxes, may impact the pricing, terms, and availability of direct material purchases by the Company. Accordingly, in order to facilitate the identification of market-competitive opportunities for direct material purchases, the Company shall form a sourcing council (the “Sourcing Council”). The Sourcing Council shall include, at a minimum, one Company executive member and a representative from each Member’s global purchasing organization, with such three (3) members being the sole voting members. All strategic sourcing decisions, including any decisions to source from a Member’s internal division(s), must be approved (i) by a unanimous vote of the Sourcing Council, or (ii) in the absence of a unanimous vote of the Sourcing Council on any strategic sourcing decision, by Majority Consent of the Board. 9.4.2 The Company, upon Majority Consent by the Board, may contract with the Members to provide JV Truck Component purchasing services, which allocation of services between the Members shall be determined by the Board by Majority Consent.
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