Appointment; Exclusivity. Subject to the terms and conditions set forth herein, the Company appoints the Underwriter as its exclusive agent to sell the Certificates upon the terms and conditions set forth herein. The Underwriter agrees to use its best efforts as such agent to procure purchasers for the Certificates until the later of the termination of the Offering or the sale of all offered Certificates. It is understood and agreed that there is no firm commitment on the part of the Underwriter to purchase any of the Certificates. The Company agrees to direct to the Underwriter all inquiries it receives with respect to the Certificates.
Appointment; Exclusivity. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions set forth herein and in the Prospectus during the term of this Agreement, the Company appoints the Agent as its exclusive agent for purposes of selling, including the offer and sale of the Notes, and servicing, including the servicing and administration of the Notes, in each case, under the Renewable Note Program upon the terms and conditions set forth herein, including, without limitation, compliance and conformity with Accepted Note Practices and Governmental Rules, and the Agent agrees to use its best efforts as such agent to offer and sell the Notes to Investors until the later of the termination of the Offering or the sale of all of the Notes, or until the termination of this Agreement, if earlier. In connection with the administration of the Renewable Note Program, the Agent will carry out the duties provided for herein and as described in the Prospectus as being carried out by the Agent. During the term of this Agreement, the Company agrees to direct to the Agent all inquiries it receives with respect to sales of the Notes or administration of the Renewable Notes Program, as applicable.
Appointment; Exclusivity. (a) Cardinal Health will provide medical education and sales force services to Client with respect to the Product as may be requested from time-to-time by Client and agreed to by Cardinal Health (collectively, the “Services”). Client hereby appoints Cardinal Health as the exclusive “Agency of Record” for medical education and sales force services relating to the Product and agrees that during the Term (as defined in Section 14(a)) it will not grant any other person or entity the right to provide medical education and sales force services relating to the Product anywhere in the United States; subject, however, to Section 1(b) below. In the event Client desires other commercialization services offered by Cardinal Health, such as drug development, manufacturing, storage, distribution, product return or recall, analytical or packaging services, the parties will negotiate the terms of such services in good faith.
(b) The parties acknowledge and agree that, notwithstanding any other provision of this Agreement, Client may enter into one or more collaboration or partnership agreements or other similar arrangements with third parties during the Term with respect to the development and commercialization of the Product (each, a “Partnering Agreement”). In any such event, Client will exercise all reasonable efforts to cause Cardinal Health to be selected as the vendor of choice for all or substantially all Services, with respect to the Product, to the extent that such Services are outsourced. If Cardinal Health is selected as the vendor for all or any portion of such Services, the parties will, if necessary, modify any then-current Workplans (as defined in Section 3(a)) including the Budgets therein, to reflect the modified Services as a result of such Partnering Agreement. If, despite the exercise by Client of all reasonable efforts to cause Cardinal Health to be selected as the vendor of choice, Cardinal Health is not selected to be the vendor of a substantial portion of the Services with respect to the Product in the United States as a result of the Partnering Agreement, then Cardinal Health will no longer be the Agency of Record for the Services relating to the Product, and either party may terminate this Agreement in accordance with the provisions of Sections 14(d) and 14(f).
Appointment; Exclusivity. Subject to the terms and conditions of this Agreement, Supplier hereby appoints Distributor to be Supplier’s exclusive distributor for the promotion and sale of the Products in the Territory. With “exclusive” meaning that Supplier will not sell in the Territory any of its Products to other parties during the term of this Agreement and Distributor will in turn not sell any other robotic systems designed and specifically approved for use for PCI in the US Territory and, for the rest of the Territory, Distributor will not market and sell any other robotic systems to the interventional cardiology customer segment for use in PCI. Distributor may, upon prior approval of Corindus, which will not be unreasonably withheld, appoint subdistributors to promote and sell the Products on behalf of Distributor. Distributor will obligate its subdistributors to adhere to the terms applicable to Distributor under this Agreement and shall be liable for any breach of this Agreement by such subdistributor.
Appointment; Exclusivity. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions set forth herein and in the Prospectus during the term of this Agreement, the Company appoints the Agent as its exclusive agent for purposes of selling, including the offer and sale of the Notes, and servicing, including the servicing and administration of the Notes, in each case, under the Renewable Note Program upon the terms and conditions set forth herein, including without limitation compliance and conformity with Accepted Note Practices and Governmental Rules, and the Agent agrees to use its best efforts as such agent to offer and sell the Notes to Investors until the later of the termination of the Offering or the payment in full of all outstanding Notes, or until the termination of this Agreement, if earlier. During the term of this Agreement, the Company agrees to direct to the Agent all inquiries it receives with respect to the Notes.
Appointment; Exclusivity. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions set forth herein and in the Prospectus during the term of this Agreement, the Company appoints the Agent as its exclusive agent (unless otherwise agreed by the parties (with the Agent's consent not to be unreasonably withheld)) for purposes of selling, including the offer and sale of the Notes, and servicing, including the servicing and administration of the Notes, in each case, under the Renewable Note Program upon the terms and conditions set forth herein, including, without limitation, compliance and conformity with Accepted Note Practices and Governmental Rules, and the Agent agrees to use its best efforts as such agent to offer and sell the Notes to Investors until the later of the termination of the Offering or the payment in full of all outstanding Notes, or until the termination of this Agreement, if earlier. In connection with the administration of the Renewable Note Program, the Agent will carry out the duties provided for herein and as described in the Prospectus as being carried out by the Agent, including, but not limited to, acting as the Company's agent for purposes of sending Notices of Maturity in accordance with the provisions of Section 3.4(b) of the Supplemental Indenture; sending Note Confirmations in accordance with the provisions of Section 3.12(b) and 3.13
(a) of the Supplemental Indenture; receiving and processing Repurchase Requests, including establishing the Repurchase Date and calculating limitations to such Repurchase Requests, in accordance with the provisions of Section 3.15 of the Supplemental Indenture; and sending notices and payment instructions to the Company and the Trustee in accordance with the provisions of the Paying Agent Agreement. During the term of this Agreement, the Company agrees to direct to the Agent all inquiries it receives with respect to sales of the Notes or administration of the Renewable Notes Program, as applicable.
Appointment; Exclusivity. Company hereby appoints Distributor as the exclusive distributor of the Product in the Territory and agrees to supply Distributor with the quantity of Product elected by Distributor as provided in this Agreement. Company shall not directly or indirectly enter into any other agreement with another distributor or reseller to distribute Product in the Territory during the Term, except as permitted under Section 3(b). Distributor shall not distribute or resell the Product supplied by Company under this Agreement outside of the Territory during the Term.
Appointment; Exclusivity. 2.1.1 PICONYX hereby appoints CARBO, and CARBO accepts its appointment, as PICONYX’s exclusive manufacturer of the Commercial Product in the Territory, subject to the terms and conditions of this Agreement.
2.1.1.1 During the Term, CARBO shall only manufacture and supply Commercial Product to PICONYX, pursuant to the provisions of this Agreement.
2.1.1.2 During the Term, PICONYX shall only contract with CARBO for the manufacturing of the Commercial Product, pursuant to the provisions of this Agreement.
2.1.2 PICONYX shall not engage any Third Party to manufacture Commercial Product in the Territory during the Term except as otherwise permitted in Section 6.4.1, Section 6.4.2 or Section 6.4.3(c).
2.1.3 PICONYX shall offer CARBO the right of first refusal to manufacture any SiOC based product extensions or additions to PICONYX’s product line, on identical terms to a bona fide Third Party offer to perform such manufacturing.
Appointment; Exclusivity. 3.1 Subject to the terms and conditions hereinafter set forth, OTI hereby appoints Distributor as its distributor of the OTI Products in the Territory for the Term of this Agreement and Distributor hereby accepts such appointment.
3.2 Subject to the terms and conditions set forth herein and in Clause 13.2 of the Shareholders Agreement, the appointment of the Distributor hereunder is exclusive and OTI shall not appoint another distributor for the OTI Products in the Territory during the Term of this Agreement.
3.3 OTI hereby assigns to Distributor OTI's current distribution network in the Territory, including the existing dealership and/or distribution arrangements with entities operating within the Territory, as listed in ANNEX E hereto, subject to Distributor being satisfied as to the terms of such arrangements and assignment. It is acknowledged and agreed by the parties that OTI is currently engaged with an exclusive distributor in the Philippines, and that the assignment of such distribution in the Philippines is subject to the consent of OTI's current exclusive distributor in the Philippines. In the event OTI is not entitled to make any assignment of any specific distribution agreement pursuant to the provisions hereof, it shall see to the prompt termination as soon as possible of such agreement. Any costs relating to any termination of an existing distribution agreement shall be borne by OTI. Any costs relating to the assignment of such agreement and employees of such distributor to the Distributor shall be borne in such manner as may be agreed by OTI and Distributor.
Appointment; Exclusivity. (a) The Company and the Advisor each hereby agree that the Advisor shall serve as exclusive real estate advisor to the Company and its Subsidiaries that is engaged to provide the collective Services set forth in Section 3 below, on the terms and conditions set forth in this Agreement.
(b) Notwithstanding anything to the contrary contained herein, the Company’s exclusivity obligation in this Agreement shall not apply to (i) real estate leased or acquired by the Company or its Subsidiaries directly or indirectly in connection with acquisitions of entities by the Company or its Subsidiaries and the Advisor shall not be entitled to any fees or commissions in connection with such transactions unless the Advisor is requested in writing by the Company or one of its Subsidiaries to perform Services with respect thereto; (ii) any real estate advisory or other services provided to the Company and/or its Subsidiaries that are not specified in Section 3(a) through (i) below; (iii) any Services to be provided in a jurisdiction or with respect to a property where the Company or any of its Subsidiaries reasonably determines, after consultation with the Advisor, that it is in the best interest of the Company or such Subsidiary for a Person other than the Advisor or any other controlled Affiliate of Related to provide such Services; or (iv) any Facility for which the Advisor has declined to provide Services pursuant to Section 5(a).
(c) Neither Related nor any of its controlled Affiliates, including the Advisor, shall, directly or indirectly, provide real estate advisory services, including, but not limited to, any of the Services (as defined below), to any Person that, directly or indirectly, provides value-based Medicare or Medicaid services under Governmental Entity programs in the United States as a significant portion of the business of such Person, other than to the Company and its Subsidiaries, including, but not limited to, any Person listed on Annex A hereto, which Annex may be supplemented from time to time upon agreement by the Company and the Advisor acting in good faith (the Persons lists on such Annex A, each a “Specified Restricted Party”); [***]
(d) In addition to, but not limiting, the provisions of Section 2(c) above, no Affiliate of Related that is not controlled by Related shall, directly or indirectly, provide real estate advisory services, including, but not limited to, any of the Services, to (i) any Specified Restricted Party, or (ii) any Person tha...
