Common use of Non-Core ROW Conventional Countries Clause in Contracts

Non-Core ROW Conventional Countries. (a) Notwithstanding anything to the contrary in this Agreement, but subject to Section 11.1.3.2.3(c), Navistar and its Affiliates shall be permitted, in their discretion, to develop, design, test, manufacture, assemble, brand, market, sell (including providing purchase financing to customers), and distribute and provide product support for (including providing replacement parts and service for), in each case for all market segments, conventional (non-cab over engine) Medium Duty Trucks and Heavy Duty Trucks (other than Caterpillar-branded Medium Duty Trucks and Heavy Duty Trucks) and conventional (non-cab over engine) replacement parts therefor for and to Governmental Conventional Customers (including sales through sales and resale agents, procurement agents, prime contractors, and subcontractors where such sales are for use exclusively by Governmental Conventional Customers) in the Non-Core ROW Conventional Countries. Navistar and its Affiliates are not permitted to make such sales through any JV Dealer or use any JV Dealer to assist with or facilitate any such sales without the Majority Consent of the Board. In the event Navistar and its Affiliates source JV Trucks from the Company for such sales, Navistar and its Affiliates shall be required to source unique JV Truck Replacement Parts from the Company. Navistar and its Affiliates shall adopt and implement policies, processes, and systems to (i) monitor, to the extent practicable, the end-user customers to which such replacement parts are sold, and (ii) discourage such Governmental Conventional Customers from selling such replacement parts to end-user customers for use in trucks other than the trucks sold by Navistar and its Affiliates to such Governmental Conventional Customers. If, at any time during the term of this Agreement, Caterpillar reasonably believes in good faith that the such Governmental Conventional Customers have, in fact, sold such replacement parts to end-user customers for use in trucks other than the trucks sold by Navistar and its Affiliates to such Governmental Conventional Customers, (A) the Members shall cooperate with each other in furtherance of investigating such matter and, subject to applicable law, taking corrective actions to discourage such sales from occurring, and (B) in the event that a material amount of such sales did, in fact, occur, bring such matter to the Board to determine any appropriate remediation action it deems necessary. (b) Notwithstanding anything to the contrary in this Agreement, but subject to Section 11.1.3.2.3(c), the Company and its direct and indirect subsidiaries shall be permitted, in their discretion, to develop, design, test, manufacture, assemble, brand, market, sell (including providing purchase financing to customers), and distribute and provide product support for (including providing replacement parts and service for), conventional (non-cab over engine) JV Trucks and conventional (non-cab over engine) JV Truck Replacement Parts for and to Governmental Conventional Customers (including sales through sales and resale agents, procurement agents, prime contractors, and subcontractors where such sales are for use exclusively by Governmental Conventional Customers) in the Non-Core ROW Conventional Countries. (c) At such time as the Company or any of its direct and indirect subsidiaries resolves to market and sell such JV Trucks and JV Truck Replacement Parts in one of the Non-Core ROW Conventional Countries, the Members shall develop a marketing strategy for such Non-Core ROW Conventional Country with respect to the marketing and sale of such JV Trucks and JV Truck Replacement Parts in such Non-Core ROW Conventional Country. Such marketing strategy may provide for (i) the Company and its direct and indirect subsidiaries to exclusively make such sales in such Non-Core ROW Conventional Country, (ii) Navistar and its Affiliates to exclusively make such sales in such Non-Core ROW Conventional Country, or (iii) both the Company and its direct and indirect subsidiaries and Navistar and its Affiliates to make such sales in such Non-Core ROW Conventional Country on a non-exclusive basis. Until such time as the Members have mutually agreed to such marketing strategy for a particular Non-Core ROW Conventional Country, both the Company and its direct and indirect subsidiaries, on the one hand, and Navistar and its Affiliates, on the other hand, shall be permitted to market and sell such JV Trucks and JV Truck Replacement Parts and Medium Duty Trucks, Heavy Duty Trucks and replacement parts therefor, respectively, for and to Governmental Conventional Customers in such Non-Core ROW Conventional Country on a non-exclusive basis in accordance with Sections 11.1.3.2.3(b) and 11.1.3.2.3(a), respectively.

Non-Core ROW Conventional Countries. (a) Notwithstanding anything to the contrary in this Agreement, but subject to Section 11.1.3.2.3(c), Navistar and its Affiliates shall be permitted, in their discretion, to develop, design, test, manufacture, assemble, brand, market, sell (including providing purchase financing to customers), and distribute and provide product support for (including providing replacement parts and service for), in each case for all market segments, conventional (non-cab over engine) Medium Duty Trucks and Heavy Duty Trucks (other than Caterpillar-branded Medium Duty Trucks and Heavy Duty Trucks) and conventional (non-cab over engine) replacement parts therefor for and to Governmental Conventional Customers (including sales through sales and resale agents, procurement agents, prime contractors, and subcontractors where such sales are for use exclusively by Governmental Conventional Customers) in the Non-Core ROW Conventional Countries. Navistar and its Affiliates are not permitted to make such sales through any JV Dealer or use any JV Dealer to assist with or facilitate any such sales without the Majority Consent of the Board. In the event Navistar and its Affiliates source JV Trucks from the Company for such sales, Navistar and its Affiliates shall be required to source unique JV Truck Replacement Parts from the Company. Navistar and its Affiliates shall adopt and implement policies, processes, and systems to (i) monitor, to the extent practicable, the end-user customers to which such replacement parts are sold, and (ii) discourage encourage such Governmental Conventional Customers from selling to sell such replacement parts to end-user customers for use only in trucks other than the trucks sold by Navistar and its Affiliates to such Governmental Conventional Customers. If, at any time during the term of this Agreement, Caterpillar reasonably believes in good faith that the such Governmental Conventional Customers have, in fact, sold such replacement parts to end-user customers for use in trucks other than the trucks sold by Navistar and its Affiliates to such Governmental Conventional Customers, (A) the Members shall cooperate with each other in furtherance of investigating such matter and, subject to applicable law, taking appropriate corrective actions to discourage such sales from occurringactions, and (B) in the event that a material amount of such sales did, in fact, occur, bring such matter to the Board to determine any appropriate remediation action it deems necessary. (b) Notwithstanding anything to the contrary in this Agreement, but subject to Section 11.1.3.2.3(c), the Company and its direct and indirect subsidiaries shall be permitted, in their discretion, to develop, design, test, manufacture, assemble, brand, market, sell (including providing purchase financing to customers), and distribute and provide product support for (including providing replacement parts and service for), conventional (non-cab over engine) JV Trucks and conventional (non-cab over engine) JV Truck Replacement Parts for and to Governmental Conventional Customers (including sales through sales and resale agents, procurement agents, prime contractors, and subcontractors where such sales are for use exclusively by Governmental Conventional Customers) in the Non-Core ROW Conventional Countries. (c) At such time as the Company or any of its direct and indirect subsidiaries resolves to market and sell such JV Trucks and JV Truck Replacement Parts in one of the Non-Core ROW Conventional Countries, the Members shall develop a marketing strategy for such Non-Core ROW Conventional Country with respect to the marketing and sale of such JV Trucks and JV Truck Replacement Parts in such Non-Core ROW Conventional Country. Such marketing strategy may provide for (i) the Company and its direct and indirect subsidiaries to exclusively make such sales in such Non-Core ROW Conventional Country, (ii) Navistar and its Affiliates to exclusively make such sales in such Non-Core ROW Conventional Country, or (iii) both the Company and its direct and indirect subsidiaries and Navistar and its Affiliates to make such sales in such Non-Core ROW Conventional Country on a non-exclusive basis. Until such time as the Members have mutually agreed to such marketing strategy for a particular Non-Core ROW Conventional Country, both the Company and its direct and indirect subsidiaries, on the one hand, and Navistar and its Affiliates, on the other hand, shall be permitted to market and sell such JV Trucks and JV Truck Replacement Parts and Medium Duty Trucks, Heavy Duty Trucks and replacement parts therefor, respectively, for and to Governmental Conventional Customers in such Non-Core ROW Conventional Country on a non-exclusive basis in accordance with Sections 11.1.3.2.3(b) and 11.1.3.2.3(a), respectively.