Common use of JV Dealer Agreements Clause in Contracts

JV Dealer Agreements. The Company shall distribute (a) each JV Dealer agreement pertaining to the sale of Caterpillar Truck Models to Caterpillar and (b) each JV Dealer agreement pertaining to the sale of Navistar Truck Models to Navistar (in each case, irrespective of whether the JV Dealer party to such agreement is Affiliated with a Caterpillar dealer or a Navistar dealer). For the avoidance of doubt, the Company shall distribute all JV Dealer agreements to the Members in accordance with the immediately preceding sentence, and the Company shall not be required to terminate any JV Dealer agreement prior to making such distribution. Notwithstanding the preceding two (2) sentences in this Section 21.5.2, if a Termination Event occurs prior to the third (3rd) anniversary of the Effective Date, then the Company shall not distribute its JV Dealer agreements to the Members but instead shall cause each of its JV Dealer agreements to be terminated in connection with the dissolution of the Company; provided, however, that (i) if the Termination Event occurs pursuant to Section 21.2.4 (in connection with a Material Breach by a Member), Section 21.2.6 (in connection with a decrease of the Percentage Interest held by a Member) or Section 21.2.7 (in connection with a Change in Control of a Member), then each JV Dealer agreement pertaining to the sale of JV Truck models of the other Member’s brand (irrespective of whether the JV Dealer party to such agreement is Affiliated with a Caterpillar dealer or a Navistar dealer) shall not be terminated by the Company but instead shall be distributed to such other Member (it being understood, for the avoidance of doubt, that in each of the circumstances described in this clause (i), the JV Dealer agreements pertaining to the sale of JV Truck models of the brand of the Member that committed such Material Breach, whose Percentage Interest decreased or that underwent such a Change in Control (irrespective of whether the JV Dealer party to such agreement is Affiliated with a Caterpillar dealer or a Navistar dealer) shall be terminated by the Company in connection with the dissolution of the Company and shall not be distributed to such Member), and (ii) in any event, each JV Dealer agreement pertaining to the sale of Navistar Truck Models with a JV Dealer that is Affiliated with a Navistar dealer that was serving as a Navistar dealer as of the Effective Date shall not be terminated by the Company but instead shall be distributed to Navistar.

JV Dealer Agreements. The Company shall distribute (a) each JV Dealer agreement pertaining to the sale of Caterpillar Truck Models to Caterpillar and (b) each JV Dealer agreement pertaining to the sale of Navistar Truck Models to Navistar (in each case, irrespective of whether the JV Dealer party to such agreement is Affiliated with owned by a Caterpillar dealer or a Navistar dealer). For , but in the avoidance case of doubt, the Company shall distribute all a JV Dealer agreements party owned by a Caterpillar dealer, subject to Navistar and Caterpillar entering into the Members in accordance with the immediately preceding sentence, and the Company shall not be required Post-Termination Marketing Services Fee Agreement pursuant to terminate any JV Dealer agreement prior to making such distributionSection 21.7.1). Notwithstanding the preceding two (2) sentences in this Section 21.5.2sentence, if a Termination Event occurs prior to the third (3rd) anniversary of the Effective Date, then the Company shall not distribute its JV Dealer agreements to the Members but instead shall cause each of its JV Dealer agreements to be terminated in connection with the dissolution of the Company; provided, however, that (i) if the Termination Event occurs pursuant to Section 21.2.4 (in connection with a Material Breach by a Member), Section 21.2.6 (in connection with a decrease of the Percentage Interest held by a Member) or Section 21.2.7 (in connection with a Change in Control of a Member), then each JV Dealer agreement pertaining to the sale of JV Truck models of the other Member’s brand (irrespective of whether the JV Dealer party to such agreement is Affiliated with owned by a Caterpillar dealer or a Navistar dealer) shall not be terminated by the Company but instead shall be distributed to such other Member (it being understood, for the avoidance of doubt, that in each of the circumstances described in this clause (i), the JV Dealer agreements pertaining to the sale of JV Truck models of the brand of the Member that committed such Material Breach, whose Percentage Interest decreased or that underwent such a Change in Control (irrespective of whether the JV Dealer party to such agreement is Affiliated with owned by a Caterpillar dealer or a Navistar dealer) shall be terminated by the Company in connection with the dissolution of the Company and shall not be distributed to such Member), and (ii) in any event, each JV Dealer agreement pertaining to the sale of Navistar Truck Models with a JV Dealer that is Affiliated with owned by a Navistar dealer that was serving as a Navistar dealer as of the Effective Date shall not be terminated by the Company but instead shall be distributed to Navistar.