S-Way Platform and Product Sharing Sample Clauses

S-Way Platform and Product Sharing. The first sentence of Section 2.2 of the Agreement is deleted in its entirety and replaced with the following: “At the Initial Closing or, in any event, no later than January 31, 2020, the Parties shall enter into a S-Way Platform and Product Sharing Agreement in a form substantially consistent with the Term Sheet attached hereto as Exhibit A (the “S-Way Platform and Product Sharing Agreement”).”
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S-Way Platform and Product Sharing. At the Initial Closing or, in any event, no later than December 31, 2019, the Parties shall enter into a S-Way Platform and Product Sharing Agreement in a form substantially consistent with the Term Sheet attached hereto as Exhibit A (the “S-Way Platform and Product Sharing Agreement”). The S-Way Platform and Product Sharing Agreement will contain the terms and conditions governing Nikola’s non-exclusive access to the Licensed Iveco Technology (as such term is defined in Exhibit A attached hereto). The Parties have agreed that CNHI/Iveco’s obligations to make the Contribution in Kind pursuant to the S-Way Platform and Product Sharing Agreement is valued $50,000,018.20 plus any Royalties (as such term is defined in Exhibit A attached hereto). As a result, at the initial Closing, Nikola shall issue and deliver to CNHI/Iveco no less than a total of 2,699,785 Preferred Shares at a value of $18.52 per share as consideration for the Contribution in Kind pursuant to the S-Way Platform and Product Sharing Agreement. Under the S-Way Platform and Product Sharing Agreement Nikola will also pay to Iveco: (i) a 1.25% royalty on Nikola’s Revenues arising from any sale, lease or transfer (including pay- per-use arrangements, but excluding any revenue associated with vehicle service, vehicle maintenance, vehicle fueling and fueling stations, or autonomous driving) of Nikola’s FCEV products, vehicles, components, spare-parts (and any related services) incorporating all or any material portion of the IP rights included in the S-Way Platform and Product Sharing Agreement for a one-time period of seven (7) years beginning at the Start of Production (as such term is defined in Exhibit A attached hereto) of any FCEV product, vehicle, component and spare-parts (and any related services) (the “FCEV Royalty”), and (ii) a 1.00% royalty on Nikola’s Revenues arising from any sale, lease or transfer (including pay-per-use arrangements, but excluding any revenue associated with vehicle service, vehicle maintenance, vehicle fueling and fueling stations, or autonomous driving) of Nikola’s XXX products, vehicles, components and spare-parts (and any related services) incorporating all or any material portion of the IP rights included in the S-Way Platform and Product Sharing Agreement for a one-time period of seven (7) years beginning at the Start of Production of any XXX product, vehicle, component and spare-part (and any related service) (the “XXX Royalty” and together with the FCEV Roya...
Sample 1

Related to S-Way Platform and Product Sharing

  • Advertising and Promotional Materials a. Licensee will not use the Licensed Marks or any reproduction of them, including without limitation, Photographs or Computer Art, as defined in Paragraph 10a, in any advertising, promotion, publicity or display materials (collectively "Promotional Materials") without receiving NFLP's prior written approval executed on a Promotional Approval Form supplied to Licensee by NFLP. Licensee may use such approved Promotional Materials only in conjunction with the Styles of Licensed Products that NFLP has approved. Licensee shall submit to NFLP all Promotional Materials at the following applicable stages appropriate to the medium used: (i) conceptual stage, pre-production art or rough cuts; (ii) layout, storyboard and script; (iii) finished materials; and (iv) at any other time as reasonably requested by NFLP. Licensee shall ensure that it submits all proposed Promotional Materials and any modifications to previously approved Promotional Materials to NFLP in a timely fashion that will ensure NFLP has adequate time to review such materials prior to the date of their proposed use by Licensee. NFLP shall use best efforts to evaluate all such Promotional Materials' submissions within ten (10) business days of their receipt by NFLP. NFLP shall execute a Promotional Approval Form for all Promotional Materials that it approves. Licensee shall notify its retailers and/or Third Party Distributors that NFLP must approve all Promotional Materials involving or using in any form or manner the Licensed Marks. Licensee shall use best efforts to ensure that its retailers and/or Third Party Distributors do not publish, display or otherwise distribute such Promotional Materials without NFLP's prior written approval.

  • Ownership of Software and Related Materials All computer programs, written procedures and similar items developed or acquired and used by the Administrator in performing its obligations under this Agreement shall be the property of the Administrator, and no Series will acquire any ownership interest therein or property rights with respect thereto.

  • Training Materials Training Materials will be provided for each student. Training Materials may be used only for either (i) the individual student’s reference during Boeing provided training and for review thereafter or (ii) Customer’s provision of training to individuals directly employed by the Customer.

  • Product The term “

  • Promotional Materials In the event that the Fund or the Adviser makes available any promotional materials related to the Securities or the transactions contemplated hereby intended for use only by registered broker-dealers and registered representatives thereof by means of an Internet web site or similar electronic means, the Adviser will install and maintain, or will cause to be installed and maintained, pre-qualification and password-protection or similar procedures which are reasonably designed to effectively prohibit access to such promotional materials by persons other than registered broker-dealers and registered representatives thereof.

  • Ownership of Software and Related Material All computer programs, magnetic tapes, written procedures, and similar items purchased and/or developed and used by Price Associates in performance of this Agreement shall be the property of Price Associates and will not become the property of the Funds.

  • Company Products Schedule 2.10(d) of the Company Disclosure Letter lists all Company Products, and for each such product or feature (and each version thereof) identifying its release date.

  • Products 1.1. The information (including but not limited to the quantity, rated hashrate, unit price (“Unit Price”), total price for one item (“Total Price (One Item)”), total price for all the items (“Total Purchase Price”) of Products to be purchased by Party B from Party A is as follows (“Products”):

  • Marketing Materials (a) During the term of this Agreement, the Sub-Adviser agrees to furnish the Manager at its principal office for prior review and approval by the Manager all written and/or printed materials, including but not limited to, PowerPointÒ or slide presentations, news releases, advertisements, brochures, fact sheets and other promotional, informational or marketing materials (the “Marketing Materials”) for internal use or public dissemination, that are produced or are for use or reference by the Sub-Adviser, its affiliates or other designees, broker-dealers or the public in connection with the Series, and Sub-Adviser shall not use any such materials if the Manager reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. Marketing Materials may be furnished to the Manager by first class or overnight mail, facsimile transmission equipment, electronic delivery or hand delivery.

  • Advertising Materials As an independent contractor, Representative has the full right to exercise his or her independent judgment in determining whether to advertise. Any advertising undertaken by Representative will be at his or her expense. However, to comply with applicable statutes, rules and regulations, Representative will submit to the Company for review all advertising or sales literature, as defined by the FINRA Rules, that Representative intends to use and obtain prior written approval of the proposed use of the literature by the Company.

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