Authorized Channels of Distribution; Termination Sample Clauses

Authorized Channels of Distribution; Termination. (a) Vendor and Vendor’s Affiliates shall distribute the Licensed Products only through the Authorized Channels of Distribution. Vendor shall use best efforts to ensure that Approved Distributors distribute the Licensed Products only through the Authorized Channels of Distribution by, inter alia, monitoring the sales activities of Approved Distributors and by making Approved Distributors aware of the fact that sales outside of the Authorized Channels of Distribution will result in the termination of their distributorship agreements.
Sample 1
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Authorized Channels of Distribution; Termination. (a) Vendor and Vendor’s Affiliates shall distribute the Licensed Products only through the Authorized Channels of Distribution. Vendor shall use best efforts to ensure that Approved Distributors distribute the Licensed Products only through the Authorized Channels of Distribution by, inter alia, monitoring the sales activities of Approved Distributors and by making Approved Distributors aware of the fact that sales outside of the Authorized Channels of Distribution will result in the termination of their distributorship agreements. (b) Vendor recognizes that the reputation, image and prestige of the Company, the Company Marks, and the Licensed Products (the “Image”) depend upon the selection of Authorized Channels of Distribution consistent with the Image and the high quality of the Licensed Products. If Vendor (or any Vendor Affiliate) discovers that an Approved Distributor or Retailer conducts its business in violation of this License Agreement or in a manner that does or is likely to damage the Image or that otherwise is inconsistent with the Image, Vendor shall cease selling the Licensed Products, or take steps to ensure the Licensed Products are not sold, to such Approved Distributor or Retailer, except if prohibited by law, in which case Vendor shall inform Company of the relevant provision of law that prohibits such action. 6 3.5
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Related to Authorized Channels of Distribution; Termination

  • Integration; Termination This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

  • License Termination Customer may terminate the license for an ICA Program at any time on one month's written notice to IBM. For ICA Program licenses that Customer acquired for a one-time charge, replacement licenses may be acquired for an upgrade charge, if available. When Customer obtains licenses for these replacement ICA Programs, Customer agrees to terminate the license of the replaced ICA Programs when charges become due, unless IBM specifies otherwise. IBM may terminate Customer’s license if Customer fails to comply with the license terms. If IBM does so, Customer’s authorization to use the ICA Program is also terminated.

  • Payment Through Termination Upon termination of Employee's employment for any reason provided above, Employee shall be entitled to receive all compensation earned and all benefits and reimbursements (including payments for accrued vacation and sick leave, in each case in accordance with applicable policies of the Company) due through the effective date of termination. Additional compensation subsequent to termination, if any, will be due and payable to Employee only to the extent and in the manner expressly provided above in this Section 6. With respect to incentive bonus compensation, Employee shall be entitled to receive any bonus declared but not paid prior to termination. Notwithstanding the foregoing, in the event of a termination by the Company under Section 6(b) or 6(e), Employee shall be entitled to receive incentive bonus compensation through the end of the Company's fiscal year in which termination occurs, calculated as if Employee had remained employed by the Company through the end of such fiscal year, and paid in such amounts, at such times, and in such forms as are determined pursuant to Section 3(b) above and Exhibit A attached hereto. Except as specified in the preceding two sentences, Employee shall not be entitled to receive any incentive bonus compensation after the effective date of termination of his employment. All other rights and obligations of the Company and Employee under this Agreement shall cease as of the effective date of termination, except that the Company's obligations under this Section 6(f) and Section 11 below and Employee's obligations under Sections 7, 8, 9 and 10 below shall survive such termination in accordance with their terms.

  • Initiation; Confirmation; Termination (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller.

  • Rights After Termination 8.1. Upon and after the expiration or termination of this Agreement:

  • Death after Termination In the event of the death of Executive during the period Executive is receiving payments pursuant to this Agreement, Executive’s designated beneficiary shall be entitled to receive the balance of the payments; or in the event of no designated beneficiary, the remaining payments shall be made to Executive’s estate.

  • Effective Date of Agreement; Termination (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement.

  • Agreement Termination In the event Contractor is unable to fulfill its responsibilities under this Agreement for any reason whatsoever, including circumstances beyond its control, County may terminate this Agreement in whole or in part in the same manner as for breach hereof.

  • Purchase Termination If (i) TRS shall file a petition or commence a Proceeding (A) to take advantage of any Debtor Relief Law or (B) for the appointment of a trustee, conservator, receiver, liquidator, or similar official for or relating to TRS or all or substantially all of its property, (ii) TRS shall consent or fail to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS shall make an assignment for the benefit of its creditors or (v) TRS shall voluntarily suspend payment of its obligations (each, an “Insolvency Event”); then TRS shall immediately cease to sell Receivables to RFC VIII and shall promptly give notice to RFC VIII, the Owner Trustee and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale to RFC VIII of additional Receivables, Receivables sold to RFC VIII prior to the occurrence of such Insolvency Event and Collections in respect of such Receivables shall continue to be property of RFC VIII available for transfer by RFC VIII to the Trust pursuant to the Transfer Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account. [END OF ARTICLE VIII]

  • Summary Termination 19.1 The Company is entitled to terminate the Appointment by summary notice in writing and without payment in lieu of notice if you:

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