Recall Obligations. Rivian is responsible for performing all Recalls at its sole cost and expense, except to the extent any such Recall results from a safety-related defect or non-compliance with applicable safety standard that is caused by a defect in design or performance of technology provided by Amazon that the Parties have agreed will be incorporated by Rivian into the Product, in which case Amazon will reimburse Rivian for all costs and expenses of the Recall attributable to the defect in design or performance of technology provided by Amazon. If Amazon or any Person other than Rivian or any of its Affiliates is the final-stage manufacturer of a delivery or logistics vehicle or is otherwise considered the manufacturer of a delivery or logistics vehicle by Law, in each case where such vehicle incorporates a Skateboard, Amazon is responsible at its sole cost and expense for performing any and all voluntary or mandatory notification and remedy campaigns to correct any safety defect or emission-related issue with such vehicle, in each case, requiring remedy under applicable Laws, except to the extent such defect or issue caused by a defect in or emissions-related issue with the Skateboard, in which case Rivian will reimburse Amazon for those costs and expenses of the notification and remedy campaign that are attributable to such defect or issue. If there is a conflict between this Section 6.9(E) and any other provision of this Agreement, this Section 6.9(E) will control to the extent of such conflict.
Recall Obligations. Rivian is responsible for performing all Recalls at its sole cost and expense, except to the extent any such Recall results from a safety-related defect or non-compliance with applicable safety standard that is caused by a defect in design, construction, material, function, or performance of any Directed Components or technology provided by Amazon that the Parties have agreed will be incorporated by Rivian into the Product, in which case Amazon will reimburse Rivian for all costs and expenses of the Recall attributable to the defect of such Directed Components or technology provided by Amazon. If Amazon or any Person other than Rivian or any of its Affiliates is the final-stage manufacturer of a delivery or logistics vehicle or is otherwise considered the manufacturer of a delivery or logistics vehicle by Law, in each case where such vehicle incorporates a Skateboard, Amazon is responsible at its sole cost and expense for performing any and all voluntary or mandatory notification and remedy campaigns to correct any safety defect or emission-related issue with such vehicle, in each case, requiring remedy under applicable Laws, except to the extent such defect or issue caused a defect in or emissions-related issue with the Skateboard, in which case Xxxxxx will reimburse Amazon for those costs and expenses of the notification and remedy campaign that are attributable to such defect or issue unless and except to the extent such defect or issue is attributable to a Directed Component. If there is a conflict between this Section and any other provision of this Agreement, this Section will control to the extent of such conflict.”
Recall Obligations. Notwithstanding anything to the contrary contained herein, including any Schedules hereto, the provisions of this Section shall apply to the component recall being undertaken by Danfoss Turbocor described on Schedule 5.20 (the “Recall”). The parties agree that (i) the amount of $27,000 shall be specifically reserved (in addition to all other reserves) on the Estimated Closing Statement and the Closing Balance Sheet with respect to such Recall (the “Turbocor Reserve”), and (ii) in the event that the aggregate costs (calculated at Purchaser's actual costs consistent with past practices, net of concessions provided to Danfoss Turbocor to Purchaser) incurred by Purchaser solely with respect to the Recall exceed the Turbocor Reserve (such excess referred to herein as the “Excess Costs”), then Purchaser and Seller shall split the first $40,000 of such Excess Costs as follows: (A) 75% - Seller, and (B) 25% - Purchaser, and the remaining Excess Costs, if any, shall be paid by Seller. Purchaser acknowledges and agrees that this Section 7.19 shall not affect Purchaser's assumption of Warranty Obligations pursuant to Section 2.3 with respect to products containing the circuit board subject to the Recall which are not directly related to the Recall.
