Common use of Sales to Military Customers Clause in Contracts

Sales to Military Customers. Notwithstanding anything to the contrary in this Agreement, Navistar and its Affiliates shall be permitted, in their discretion, and shall have the exclusive right 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), Medium Duty Trucks and Heavy Duty Trucks (other than Caterpillar-branded Medium Duty Trucks and Heavy Duty Trucks) and replacement parts therefor (including military vehicles, tactical vehicles, COTS vehicles with military features, COTS vehicles and related parts, and Mine Resistant Ambush Protected vehicles) for and to military customers (including sales through sales and resale agents, procurement agents, prime contractors, and subcontractors where such sales are for use exclusively by military customers), anywhere in the world, including the ROW. Navistar and its Affiliates are permitted to make such sales through any JV Dealer without Board approval and without paying the Company any fee therefor. In the event Navistar and its Affiliates desire to conduct their parts and service business to the extent related to providing product support for such sales through any dealer or distributor, Navistar and its Affiliates shall use commercially reasonable efforts (but shall not be obligated) to conduct such parts and service business through JV Dealers; provided, however, that in the event Navistar and its Affiliates source JV Trucks from the Company for such sales, Navistar and its Affiliates shall (x) be required to source unique JV Truck Replacement Parts from the Company and (y) use commercially reasonable efforts (but shall not be obligated) to source other replacement parts from the Company, in the case of each of clauses (x) and (y), solely to the extent related to providing product support for such sales. 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) encourage such military customers to sell such replacement parts to end-user customers for use only in the trucks sold by Navistar and its Affiliates to such military customers. If, at any time during the term of this Agreement, Caterpillar reasonably believes in good faith that the such military 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 military customers, (A) the Members shall cooperate with each other in furtherance of investigating such matter and, subject to applicable law, taking appropriate corrective actions, 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.

Sales to Military Customers. Notwithstanding anything to the contrary in this Agreement, Navistar and its Affiliates shall be permitted, in their discretion, and shall have the exclusive right 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), Medium Duty Trucks and Heavy Duty Trucks (other than Caterpillar-branded Medium Duty Trucks and Heavy Duty Trucks) and replacement parts therefor (including military vehicles, tactical vehicles, COTS vehicles with military features, COTS vehicles and related parts, and Mine Resistant Ambush Protected vehicles) for and to military customers (including sales through sales and resale agents, procurement agents, prime contractors, and subcontractors where such sales are for use exclusively by military customers), anywhere in the world, including the ROW. Navistar and its Affiliates are permitted to make such sales through any JV Dealer without Board approval and without paying the Company any fee therefor. In the event Navistar and its Affiliates desire to conduct their parts and service business to the extent related to providing product support for such sales through any dealer or distributor, Navistar and its Affiliates shall use commercially reasonable efforts (but shall not be obligated) to conduct such parts and service business through JV Dealers; provided, however, that in the event Navistar and its Affiliates source JV Trucks from the Company for such sales, Navistar and its Affiliates shall (x) be required to source unique JV Truck Replacement Parts from the Company and (y) use commercially reasonable efforts (but shall not be obligated) to source other replacement parts from the Company, in the case of each of clauses (x) and (y), solely to the extent related to providing product support for such sales. 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) encourage discourage such military customers to sell from selling such replacement parts to end-user customers for use only in trucks other than the trucks sold by Navistar and its Affiliates to such military customers. If, at any time during the term of this Agreement, Caterpillar reasonably believes in good faith that the such military 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 military customers, (A) the Members shall cooperate with each other in furtherance of investigating such matter and, subject to applicable law, taking appropriate corrective actionsactions 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.