“Sarbanes-Oxley” shall mean the Sarbanes-Oxley Act of 2002 (Pub. L. No. 107-204, 116 Stat. 745) of the USA, also known as the Public Company Accounting Reform and Investor Protection Act of 2002, and the regulations promulgated pursuant to such act.
“Shared Services Agreement” shall have the meaning ascribed to it in Section 7.3.
“Significant Business Award” shall mean a significant and profitable business award as determined by the Board in accordance with the JV Financial Model.
“Specialty Items” shall mean forklifts, Zambonis, burden carriers, tow tractors, non- commercial residential lawn landscaping equipment, resurfacers, and rail vehicles.
“Stationary” shall mean any application that does not move or is not intended to be moved, including but not limited to, (a) industrial applications within manufacturing facilities, (b) residential applications, and (c) commercial and industrial installations for behind-the- meter, in-front-of-the-meter and off-grid applications.
“Tax Matters Person” has the meaning set forth in Section 14.6(c). “Term” shall have the meaning ascribed to it in Section 17.2. “Termination Events” shall mean the events listed in Section 18.1.
“Third Party” means any Person other than BorgWarner, Romeo, the JV or their respective Affiliates.
“Trademark License Agreements” shall mean the trademark license agreements to be entered into by the JV with each of BorgWarner and Romeo in the form attached hereto as Exhibit B.
“USA” shall mean the United States of America.
“US GAAP” shall mean accounting principles generally accepted in the USA.
Construction of Agreement and Interpretation
The rights, powers, privileges, obligations, duties and liabilities of the Parties, the Members, the Board and other Persons bound by this Agreement shall be determined pursuant to this Agreement and the Act. To the extent that the rights, powers, privileges, obligations, duties or liabilities of any Party, Member, Director or other Person bound by this Agreement are different by reason of any provision of this Agreement than they would be under the Act in the absence of such provision, this Agreement shall, to the maximum extent permitted by the Act, control.
Unless the context of this Agreement otherwise requires, this Agreement shall be interpreted as follows: