Subvention Programs Clause Samples
Subvention Programs. (a) Whether to offer Subvention Programs and the terms, conditions and timing of any Subvention Programs shall be determined exclusively by Chrysler and any such Subvention Program shall be implemented by SCUSA, as required and communicated by Chrysler, either by electronic or other means, at least [***] before the commencement of any such Subvention Program (except for routine special rate and special residual support changes, notice of which may be given [***] before the scheduled start date; it being further understood that if Chrysler does not provide the [***] notice of a Subvention Program, SCUSA will nevertheless use its reasonable best efforts to implement that Subvention Program to the extent reasonable and practicable under the circumstances). After receipt of notice of such a Subvention Program, SCUSA will notify Chrysler as promptly as practicable if SCUSA is unable to implement or participate in that Subvention Program.
(b) Chrysler will use commercially reasonable efforts to solicit input from SCUSA as to individual Subvention Programs and will consult in good faith with SCUSA as to the terms and conditions of individual Subvention Programs to facilitate SCUSA’s ability to provide Consumer Financing Services to support Chrysler’s business, provided that Chrysler will not be bound to implement or modify the terms of any particular proposed Subvention Program *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. MASTER PRIVATE LABEL FINANCING AGREEMENT in response to SCUSA’s input but will remain free, subject to Chrysler’s specific obligations in this Agreement, to design and implement Subvention Programs in its discretion.
Subvention Programs. (a) Chrysler will, in its sole discretion, set all terms and conditions of all Subvention Programs, including Consumer eligibility, program dates, covered Chrysler Products, base prices of Chrysler Products eligible for Subvention, applicable Consumer credit tiers, lending duration of offered Consumer Financing products (e.g., 36 months, 60 months, etc.), and geography, and a Subvention Program may contain any terms and conditions (e.g., it may relate to one or more Chrysler Products, one or more Chrysler brands, and one or more Consumer credit tiers), in each case subject to Section 3.2(a)(i) and (a)(ii) below.
(i) Chrysler will not design a Subvention Program that contains more than one type of underlying financial product (e.g., a single Subvention Program may not contain both lease and retail installment sale contract products), however nothing in this Agreement restricts Chrysler from operating several Subvention Programs at any particular time or offering Consumers a choice between alternative Subvention Programs; and
(ii) Chrysler will not intentionally design a Chrysler Subvention Program with the intent of excluding Ally’s participation in such Subvention Program, but Chrysler will not be restricted from operating a Subvention Program on the basis that Ally has indicated an inability or unwillingness to participate in such a Subvention Program or, in fact, does not participate in such a Subvention Program.
(b) Chrysler will use commercially reasonable efforts to inform Ally, including by e-mail or other electronic means, of all Subvention Programs at least five Business Days before the scheduled start date (except for routine special rate and special residual support changes, notice of which may be given one Business Day before the scheduled start date).
(i) If Chrysler does not provide Ally at least five Business Days’ notice of such a Subvention Program, Ally will nevertheless use commercially reasonable efforts to implement that Subvention Program to the extent reasonably and practically possible under the circumstances.
(ii) After receipt of notice of such a Subvention Program, Ally will notify Chrysler as promptly as practicable if Ally is unwilling or unable to implement or participate in that Subvention Program.
(iii) If Ally cannot implement a Subvention Program concept as proposed by Chrysler, then Chrysler and Ally will reasonably cooperate to find a workable solution, if any, but:
(A) Ally is not bound to participate in such Subvention ...
Subvention Programs. 26 Section 5.02 Limited Exclusivity of Subvention Programs 26 Section 5.03 Support Rates 26 ARTICLE VI LIMITED EXCLUSIVITY
Section 6.01 Limited Exclusivity 26 Section 6.02 Adjustment for Price Competitiveness 27 Section 6.03 Approval 27 Section 6.04 Dealer Inventory 28 Section 6.05 Exclusivity Termination 28 ARTICLE VII RISK ALLOCATION Section 7.01 Risk Allocation 28 Section 7.02 Residual Risk Sharing 29 ARTICLE VIII REVENUE SHARING Section 8.01 Upfront Payment 30 Section 8.02 Revenue Sharing 30 Section 8.03 Cross-Selling 31 Section 8.04 Exclusivity Fees 31 ARTICLE IX GOVERNANCE Section 9.01 Steering Committee 31 Section 9.02 Operating Committee 31 Section 9.03 Other Committees 32 ARTICLE X TERM; TERMINATION