AMENDED AND RESTATED DISTRIBUTION AGREEMENT Sample Clauses

AMENDED AND RESTATED DISTRIBUTION AGREEMENT. This Amended and Restated Distribution Agreement (“Agreement”) is made as of this 1st day of November, 2004 by and between: MICRUS CORPORATION, a Delaware corporation, having a principal place of business at 600 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000, Xxxxxx Xxxxxx , and its subsidiaries (collectively “Micrus”) and NEUROLOGIC (UK) LIMITED, a company organized under the laws of the United Kingdom, and having a principal place of business at Axxxxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxxxxx, X00 0XX, Xxxxxx Xxxxxxx (“Distributor”).
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AMENDED AND RESTATED DISTRIBUTION AGREEMENT. NSHK shall have ------------------------------------------- entered into the Amended and Restated Distribution Agreement with NSI, which shall be in form and substance satisfactory to NSI.
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AMENDED AND RESTATED DISTRIBUTION AGREEMENT. The terms and provisions of the Distribution Agreement are hereby canceled and superseded by the terms and provisions of this Agreement. All references in any other agreement to the Distribution Agreement dated August 29, 1997 by and between Vitro, Crisa, Vitrocrisa, Libbey, and Libbey Glass shall be deemed to refer to this Agreement, and all references to specific provisions of such Distribution Agreement contained in any other agreement shall refer to the corresponding provisions of this Agreement.
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AMENDED AND RESTATED DISTRIBUTION AGREEMENT. The agreements and obligations of Supplier set forth in this Guaranty are in consideration of purchases made by Distributor from Supplier and said obligations are in addition to (and supersede to the extent of any conflict) any obligations of Supplier to Distributor or Distributor to Supplier. This Guaranty will be effective upon the first sale to Distributor of any Product by Supplier, and the obligations of Supplier under this Guaranty will survive and be enforceable in accordance with its terms.
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AMENDED AND RESTATED DISTRIBUTION AGREEMENT. This Amended and Restated Distribution Agreement (“AGREEMENT”) is entered into as of February 23, 2005 (the “EFFECTIVE DATE”) by and between MedImmune, Inc., a Delaware corporation, having its principal place of business at Xxx XxxXxxxxx Xxx, Xxxxxxxxxxxx, XX 00000 (“MEDIMMUNE”), and Abbott International LLC, a Delaware limited liability corporation (“ABBOTT”), having its principal place of business at 000 Xxxxxx Xxxx Road, Xxxxxx Park, IL 60064.
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AMENDED AND RESTATED DISTRIBUTION AGREEMENT. For purposes of this Agreement, the term “Products” means all products sold or marketed by Supplier that are wholly-owned by Supplier and any other products as mutually agreed on by the Parties; provided, however, that any products sold or marketed by Supplier that are excluded from the definition of Products will not be solely branded Xxxxxx or will not otherwise be competitive with the Products. Notwithstanding the foregoing, Products will not include (i) any private-labeled or contract-manufactured products for third parties that Supplier has no rights to market or sell; (ii) diagnostic test equipment and strips; (iii) consumer beverages; (iv) Effusio-branded print products; and (v) devices.
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AMENDED AND RESTATED DISTRIBUTION AGREEMENT otherwise agreed to by Supplier during the term of this Agreement, Distributor will not sell Products to any party known by Distributor’s Chief Executive Officer or Chief Financial Officer to be a mass market e-commerce reseller or through any e-commerce marketplace (e.g., Amazon); provided, however, that such restriction will not apply to Distributor’s sales to any Practitioner (as defined below) that makes the Products available through such Practitioner’s own website to its patients. The Parties will take reasonable measures to cooperate to identify mass market e-commerce resellers.
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AMENDED AND RESTATED DISTRIBUTION AGREEMENT. September 15, 2014
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AMENDED AND RESTATED DISTRIBUTION AGREEMENT. Notwithstanding the foregoing, pricing information displayed at the final online checkout stage of a transaction is not considered “advertising” under this Policy. The “final online checkout stage” is the stage when the Covered Product is put into a shopping cart that contains the customer’s name, shipping address, email address, and payment information. Pricing information in the “shopping cart” or “checkout” stages must be obscured technically so it is not retrievable by shopping and pricing engines and not displayed on search page results within the reseller’s own website. From time to time, Xxxxxx may announce MAP holidays or promotions that are applicable to all resellers, during which periods a reseller that advertises a Xxxxxx product in accordance with the terms of the authorized promotion will not be deemed to have violated the Policy. Xxxxxx will notify all resellers of any such authorized promotions, generally not fewer than thirty (30) days in advance. Further, the advertisement of free or reduced-price shipping is not a violation of this Policy as long as such offer applies to all or almost all other products offered by a reseller in the same product category. This Policy does not constitute an agreement between Xxxxxx and any other entity. Xxxxxx neither solicits nor will it accept any assurance of compliance with this Policy from any reseller or other party. Each reseller must independently choose whether to comply with the terms of this Policy. This Policy is not negotiable and will not be altered for any individual reseller. This Policy applies only to advertised prices and does not affect the prices that a reseller may charge for Xxxxxx products. Resellers are free to sell Xxxxxx products at any price they choose.
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Related to AMENDED AND RESTATED DISTRIBUTION AGREEMENT

  • Amended and Restated Agreement This Agreement amends and restates, in its entirety, and replaces, the Prior Loan Agreement. This Agreement is not intended to, and does not, novate the Prior Loan Agreement and Borrower reaffirms that the existing security interest created by the Prior Loan Agreement is and remains in full force and effect.

  • Amended and Restated Trust Agreement This Trust Agreement is the amended and restated trust agreement contemplated by the Trust Agreement dated as of [___], 20[___], between the Depositor and the Owner Trustee (the “Initial Trust Agreement”). This Trust Agreement amends and restates in its entirety the Initial Trust Agreement.

  • Amended and Restated Agreement and Declaration of Trust A copy of the Amended and Restated Agreement and Declaration of Trust for the Trust is on file with the Secretary of the Commonwealth of Massachusetts. The Amended and Restated Agreement and Declaration of Trust has been executed on behalf of the Trust by Trustees of the Trust in their capacity as Trustees of the Trust and not individually. The obligations of this Agreement shall be binding upon the assets and property of the Trust and shall not be binding upon any Trustee, officer, or shareholder of the Trust individually.

  • Whole Agreement The General Provisions, Special Provisions, and Attachments, as provided herein, constitute the complete Agreement (“Agreement”) between the parties hereto, and supersede any and all oral and written agreements between the parties relating to matters herein. Except as otherwise provided herein, this Agreement cannot be modified without written consent of the parties.

  • Amended and Restated Credit Agreement It is the intention of each of the parties hereto that the Existing Credit Agreement be amended and restated in its entirety on the Closing Date and shall be deemed replaced and superseded in all respects by this Agreement, except to evidence (i) the incurrence by the Borrower of the “Obligations” under and as defined in Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Closing Date) and (ii) the representations and warranties made by the Borrower and the other Loan Parties prior to the Closing Date (which representations and warranties made prior to the Closing Date shall not be superseded or rendered ineffective by this Agreement as they pertain to the period prior to the Closing Date). This Agreement does not constitute a novation or termination of the obligations and liabilities existing under the Existing Credit Agreement (or serve to terminate Section 11.04 of the Existing Credit Agreement or any of the Borrower’s obligations thereunder with respect to the Revolving Credit Lenders (as defined therein)), and all outstanding “Obligations” under and as defined in the Existing Credit Agreement shall constitute Obligations hereunder. This Agreement constitutes an amendment of the Existing Credit Agreement made under and in accordance with the terms of Section 11.01 of the Existing Credit Agreement. In addition, unless specifically amended in connection herewith, each of the Loan Documents shall continue in full force and effect. Each Loan Party and each of the Revolving Credit Lenders (as defined in the Existing Credit Agreement) under the Existing Credit Agreement hereby acknowledges that it has reviewed the terms and provisions of the Existing Credit Agreement, the Existing Security Agreement, this Agreement, the Security Agreement and the other Collateral Documents and consents to the amendment and restatement of the Existing Credit Agreement, the Existing Security Agreement and the other Collateral Documents effected pursuant to this Agreement, the Security Agreement and the other Collateral Documents. Each Loan Party hereby confirms that each Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all Obligations under each of the Loan Documents to which is a party. Each of the Revolving Credit Lenders (as defined in the Existing Credit Agreement) under the Existing Credit Agreement hereby expressly authorizes and directs the Administrative Agent to execute such documents or instruments as may be required or contemplated by the Existing Credit Agreement, this Agreement, the Existing Security Agreement, the Security Agreement and the other Collateral Documents, in each case, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents. On and after the Closing Date, (i) all references to the “Credit Agreement” in the Loan Documents shall be deemed to refer to this Agreement, (ii) all references to any section (or subsection) of the Credit Agreement in any Loan Document shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be to this Agreement.

  • Amendment to Purchase Agreement Section 1.3 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

  • One Agreement This Agreement and any related security or other agreements required by this Agreement, collectively: (a) represent the sum of the understandings and agreements between the Bank and the Borrower concerning this credit; (b) replace any prior oral or written agreements between the Bank and the Borrower concerning this credit; and (c) are intended by the Bank and the Borrower as the final, complete and exclusive statement of the terms agreed to by them. In the event of any conflict between this Agreement and any other agreements required by this Agreement, this Agreement will prevail.

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

  • Amendment to Rights Agreement All capitalized terms not otherwise defined in this Section 2 shall be as defined in the Rights Agreement. The Company and the undersigned agree that Section 7(b)(2) of the Rights Agreement be, and it hereby is, amended and restated to read as follows: “Subject to Section 7(b)(6) below, from and after the earlier to occur of (i) the Second Unit Closing, (ii) the Common Equity Closing and (iii) the closing of an Alternative Common Stock Financing in which the Investors exercise preemptive rights pursuant to the terms of this Agreement and, as a result, beneficially own greater than a majority of the Company’s voting stock as of such closing, the Company shall take all appropriate action to promptly establish and maintain the size of the Board at ten (10) members, five (5) of which shall be Investor Designees and nominated in accordance with the provisions of this Section 7(b). Alta Partners, Bay City Capital, NEA and Nextech, together with their respective affiliates, shall each have the right to designate one (1) such Investor Designee. Notwithstanding the foregoing, the Company’s obligation to set and maintain the size of the Board at ten (10) members and the Investors’ right to designate five (5) Investor Designees pursuant to this Section 7(b)(2) shall not be effective prior to May 1, 2010 or such later date as determined by the Majority Investors. On or prior to January 20 of each year in which the Majority Investors have rights pursuant to this Section 7(b) (assuming the Company has made a request therefor at least five (5) Trading Days prior thereto), and within five (5) Trading Days of the request by the Company in connection with the preparation of a proxy 1. statement with respect to the election of members of the Board or a vacancy created on the Board by the resignation, death or disability of an Investor Designee or the failure of an Investor Designee to be elected at a meeting of the Company at any time at which the Majority Investors have rights pursuant to this Section 7(b), each Investor shall notify the Company of the number of voting shares of the Company’s capital stock beneficially owned by such Investor as of a date within five (5) Trading Days of the delivery of such notice.”

  • Amendment of Rights Agreement The Rights Agreement is hereby amended as follows: (a) Section 1 of the Rights Agreement is hereby amended by inserting the following subsections at the end of such Section 1:

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