0001193125-22-255719 Sample Contracts

Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where redactions have been made. TRANSITION SERVICES AGREEMENT
Transition Services Agreement • September 30th, 2022 • Harley-Davidson, Inc. • Motorcycles, bicycles & parts • Delaware

This TRANSITION SERVICES AGREEMENT (together with the schedules hereto, this “Agreement”), dated as of September 26, 2022 (“Effective Date”), by and between Harley-Davidson, Inc., a Wisconsin corporation (“Provider”), and LiveWire EV LLC, a Delaware limited liability company (“Recipient”). Each of Recipient and Provider is referred to herein as a “Party” and collectively as the “Parties”.

Sample 1Sample 2
AutoNDA by SimpleDocs
Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where redactions have been made. TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • September 30th, 2022 • Harley-Davidson, Inc. • Motorcycles, bicycles & parts • Delaware

This Trademark License Agreement (“Agreement”) is entered into as of September 26, 2022 (“Effective Date”) by and between Harley-Davidson, Inc., a Delaware corporation (“Licensor”) and LiveWire EV, LLC, a Delaware limited liability company (“Licensee”). Capitalized terms used but not defined herein shall have the meaning set forth in the Separation Agreement.

Sample 1Sample 2
Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where redactions have been made. JOINT DEVELOPMENT AGREEMENT
Joint Development Agreement • September 30th, 2022 • Harley-Davidson, Inc. • Motorcycles, bicycles & parts • Delaware

This Joint Development Agreement (together with the Exhibits hereto and the Project Work Statements entered into in connection herewith, the “Agreement”) is made effective as of September 26, 2022 (the “Effective Date”), by and between Harley-Davidson, Inc., a Wisconsin corporation (“HD”), and LiveWire EV LLC, a Delaware limited liability company (“LiveWire”). Each of HD and LiveWire is referred to herein individually as a “Party” and together as the “Parties”.

Sample 1Sample 2
Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where redactions have been made. INTELLECTUAL PROPERTY LICENSE AGREEMENT by and between...
Intellectual Property License Agreement • September 30th, 2022 • Harley-Davidson, Inc. • Motorcycles, bicycles & parts • Delaware

This Intellectual Property License Agreement (this “Agreement”) is entered into as of September 26, 2022, by and between Harley-Davidson, Inc., a Wisconsin corporation (“HD”), and LiveWire EV, LLC, a Delaware limited liability company (“LiveWire”). HD and LiveWire are each referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meaning set forth in the Separation Agreement (as defined below).

Sample 1Sample 2
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 30th, 2022 • Harley-Davidson, Inc. • Motorcycles, bicycles & parts • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 26, 2022, is made and entered into by and among LiveWire Group, Inc. (formerly known as LW EV Holdings, Inc.), a Delaware corporation (“HoldCo”), AEA-Bridges Impact Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), the equityholder of LiveWire EV LLC, a Delaware limited liability company (the “Target”), set forth on Schedule I hereto (such equityholder, the “Target Holder”) and certain shareholders of AEA-Bridges Impact Corp., a Cayman Islands exempted company (“SPAC”), set forth on Schedule II hereto (such shareholders, the “SPAC Holders” and, collectively with the Sponsor, the Target Holder and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.3 or Section 6.10 of this Agreement, the “Holders” and each, a “Holder”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement (as de

Sample 1Sample 2
CONTRACT MANUFACTURING AGREEMENT
Contract Manufacturing Agreement • September 30th, 2022 • Harley-Davidson, Inc. • Motorcycles, bicycles & parts • Delaware

This CONTRACT MANUFACTURING AGREEMENT (this “Agreement”) is made as of September 26, 2022 (the “Effective Date”), by and between Harley-Davidson Motor Company Group, LLC, a limited liability company formed in Wisconsin, United States of America (“HD”), and LiveWire EV, LLC, a Delaware limited liability company (“LiveWire”). HD and LiveWire are each a “Party” and are sometimes referred to herein collectively as the “Parties.”

Sample 1Sample 2
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN HARLEY-DAVIDSON, INC. AND LIVEWIRE EV, LLC DATED AS OF SEPTEMBER 26, 2022
Employee Matters Agreement • September 30th, 2022 • Harley-Davidson, Inc. • Motorcycles, bicycles & parts • Delaware

This Employee Matters Agreement (the “Agreement”) is entered into effective as of September 26, 2022, by and between Harley-Davidson, Inc., a Wisconsin corporation (“HD”), and LiveWire EV, LLC, a Delaware limited liability company and wholly owned subsidiary of HD (“LiveWire”), each a “Party” and together, the “Parties.” Capitalized terms used but not otherwise defined shall have the respective meanings assigned to them in Article I.

Sample 1Sample 2
Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where redactions have been made. SEPARATION AGREEMENT by and between HARLEY-DAVIDSON,...
Separation Agreement • September 30th, 2022 • Harley-Davidson, Inc. • Motorcycles, bicycles & parts • Delaware

This SEPARATION AGREEMENT is entered into effective as of September 26, 2022 (this “Agreement”) by and between Harley-Davidson, Inc., a Wisconsin corporation (“HD”) and LiveWire EV, LLC, a Delaware limited liability company (“LiveWire”). HD and LiveWire are each a “Party” and are sometimes referred to herein collectively as the “Parties.”

Sample 1Sample 2
TAX MATTERS AGREEMENT by and between Harley-Davidson, Inc. and LiveWire Group, Inc. Dated September 26, 2022
Tax Matters Agreement • September 30th, 2022 • Harley-Davidson, Inc. • Motorcycles, bicycles & parts • Delaware

This Tax Matters Agreement, dated September 26, 2022 (the “Agreement”), is by and between Harley-Davidson, Inc. (“H-D”) and LiveWire Group, Inc. (formerly known as LW EV Holdings, Inc.) (“LiveWire”). H-D and LiveWire are sometimes referred to herein as the “Parties” and each a “Party.”

Sample 1Sample 2
Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where redactions have been made. MASTER SERVICES AGREEMENT
Master Services Agreement • September 30th, 2022 • Harley-Davidson, Inc. • Motorcycles, bicycles & parts • Delaware

This Master Services Agreement (together with the Exhibits and Statements of Work hereto, the “Agreement”), effective as of September 26, 2022 (the “Effective Date”), is entered by and between Harley-Davidson, Inc., a Wisconsin corporation (“HD”), and LiveWire EV, LLC, a Delaware limited liability company (“LiveWire”). Each of HD and LiveWire is referred to herein individually as a “Party” and together as the “Parties.”

Sample 1Sample 2
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!