Authorized Distribution Channels Sample Clauses

Authorized Distribution Channels. For purposes of this Agreement, the term “Authorized Distribution Channels” shall mean those retailers and/or other entities described in Exhibit D to which Licensee is permitted to sell or distribute the Licensed Products. Licensee shall not sell or distribute Licensed Products bearing the Licensed Trademarks to any person or entity outside of the Authorized Distribution Channels in the Territory except as authorized in accordance with Exhibit D of this Agreement. Unless approved by Callaway Golf in advance and in writing, and except for Licensee’s and its customers’ Internet activities in effect as of the Effective Date, which activities may not be expanded without the prior written approval of Callaway Golf in each instance, Licensee may not sell Licensed Products through the Internet and shall use its best efforts to prevent its customers in the Authorized Distribution Channels from selling Licensed Products through the Internet.
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Authorized Distribution Channels. The Distribution Channels consist of:
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Authorized Distribution Channels. Licensee is authorized to distribute the Licensed Products to “green grass” and upscale “off-course” golf specialty accounts, and upscale department stores. Prior to any distribution of the Licensed Products by Licensee to any retailers other than “green grass” and upscale “off-course” golf specialty accounts, Licensee will submit to Callaway Golf, for its approval, a list of such retailers selected by Licensee to sell the Licensed Products. Callaway Golf shall not unreasonably withhold or delay its approval of such list. Callaway Golf acknowledges and approves Licensee’s Internet site which promotes and markets the Licensed Products as of the Effective Date. However, any material changes to that site are subject to Callaway Golf’s further approval. No modifications of the Authorized Distribution Channels (other than as described above) will be effective unless they are in the form of a written amendment to this Agreement, executed by both parties. *** CONFIDENTIAL TREATMENT REQUESTED *** EXHIBIT E ROYALTIES Selling Period Royalty Rate As % of Net Sales Quarterly Payment Dates Entire Term [***]% of Net Sales Q1 - April 30 Q2 - July 31 Q3 - October 31 Q4 - January 31 *** CONFIDENTIAL TREATMENT REQUESTED *** EXHIBIT F MINIMUM ANNUAL ROYALTIES Period Minimum Annual Royalties (US$) 2008 $[***] 2009 $[***] 2010 $[***] 2011 $[***] 2012 $[***] 2013 $[***] *** CONFIDENTIAL TREATMENT REQUESTED *** EXHIBIT G MINIMUM ADVERTISING EXPENDITURES Period Minimum Required Expenditure (US$) EntireTerm [***]% of Net Sales *** CONFIDENTIAL TREATMENT REQUESTED ***
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Authorized Distribution Channels. Any retail customer not within the Authorized Distribution Channels must be approved in advance, in writing, by Sublicensor, before an order is taken by Sublicensee or Sublicensed Products are sold thereto, which approval shall not be unreasonably withheld or delayed. Sublicensor shall grant consent to any department store which is at the general price and prestige level of at least that of X.X. Xxxxxx, and to any up-scale catalog company, and to drug stores that come within the definition of a Permitted Drug Store, but in no event to mass market retailers. Sublicensee shall provide to Sublicensor on the first day of each Contract Year beginning on January 1, 2002, in writing, with its then current customer list. Sublicensee's failure to provide any such list shall be an Event of Default under paragraph 6.1 if not cured within ten (10) business days after receipt of notice. Sublicensor and Sublicensee shall meet periodically to review customers of Sublicensor that are appropriate for Sublicensee. Sublicensor, may within ten (10) business days after each receipt of Sublicensee's customer list advise Sublicensee in writing that one or more of such retail customers are no longer approved as within Authorized Distribution Channels, which disapproval must be given on a reasonable basis, including, without limitation, that a drug store or drug store group or chain no longer qualifies as a Permitted Drug Store. Once a disapproval is given, Sublicensee may not accept additional orders for Sublicensed Products from such disapproved retail customer but may fill any existing order. Neither Sublicensee nor Sublicensor shall sell or distribute Sublicensed Products to retail purchasers for their use as premiums, prizes or giveaways, except in connection with (a) gifts with purchase, (b) purchase with purchase and (c) miniature Sublicensed Products. Sublicensee shall use its best efforts to promote and sell Sublicensed Products, and shall at all times maintain a sales staff non-exclusively devoted to promote such sales.
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Authorized Distribution Channels. Locus will honor this warranty only for Products purchased directly from Locus or from an authorized distributer. Locus offers no express or implied warranty for any Locus-branded Product obtained from an unauthorized distributer or any other source.
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Related to Authorized Distribution Channels

  • Distribution of Written Materials Any written materials distributed by the Trustee to the Beneficiaries pursuant to this Agreement shall be sent by mail (or otherwise communicated in the same manner as Holdings utilizes in communications to holders of Holdings Shares subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee) to each Beneficiary at its address as shown on the books of the Partnership. The Partnership shall provide or cause to be provided to the Trustee for purposes of communication, on a timely basis and without charge or other expense:

  • Distribution Activities All distribution activities engaged in by Distributor and its Representatives with respect to the Contracts shall be in compliance with all applicable federal and state securities laws and regulations, with NASD Rules, as well as with all applicable insurance laws and regulations, including any laws and regulations related to suitability, any other applicable federal or state law, rule, or regulation, and any of the policies and procedures that NW may issue from time to time. In particular, without limiting the generality of the foregoing:

  • Combination Products If a LICENSED PRODUCT is sold to any third party in combination with other products, devices, components or materials that are capable of being sold separately and are not subject to royalties hereunder (“OTHER PRODUCTS,” with the combination of products being referred to as “COMBINATION PRODUCTS” and the Other Product and Licensed Product in such Combination Product being referred to as the “COMPONENTS”), the NET SALES of such LICENSED PRODUCT included in such COMBINATION PRODUCT shall be calculated by multiplying the NET SALES of the COMBINATION PRODUCT by the fraction A/(A+B), where A is the average NET SALES price of such LICENSED PRODUCT in the relevant country, as sold separately, and B is the total average NET SALES price of all OTHER PRODUCTS in the COMBINATION PRODUCT in the relevant country, as sold separately. If, in any country, any COMPONENT is not sold separately, NET SALES for royalty determination shall be determined by the formula [C / (C+D)], where C is the aggregate average fully absorbed cost of the Licensed Product components during the prior Royalty Period and D is the aggregate average fully absorbed cost of the other essential functional components during the prior Royalty Period, with such costs being determined in accordance with generally accepted accounting principles. To the extent that any SUBLICENSE INCOME relates to a COMBINATION PRODUCT or is otherwise calculated based on the value of one or more licenses or intellectual property rights held by the COMPANY, an AFFILIATE or SUBLICENSEE, COMPANY shall determine in good faith and report to THE PARTIES the share of such payments reasonably attributable to COMPANY’s or such AFFILIATE’s sublicense of the rights granted hereunder, based upon their relative importance and proprietary protection, which portion shall be the SUBLICENSE INCOME. THE PARTIES shall have the right to dispute such sharing determination in accordance with the dispute provisions of the AGREEMENT.

  • Distribution License 2.1 Xxxxxx Networking shall have an exclusive right to distribute and sell the Game and its peripheral products in North China, North-west China and South-west China; Shengqu shall grant Nanjing Xxxxxx an exclusive license to distribute and sell the Game and its peripheral products in Central-south China and East China; Shengqu shall grant Bianfeng an exclusive license to distribute and sell the Game and its peripheral products in North-east China.

  • New Products You agree to comply with NASD Notice to Members 5-26 recommending best practices for reviewing new products.

  • Combination Product The term “

  • Distribution Services The Distributor shall sell and repurchase Shares as set forth below, subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("Blue Sky Laws"):

  • Competing Products The provisions of Section 21 are set forth on attached Exhibit H and are incorporated in this Section 21 by this reference.

  • Distribution Plans You shall also be entitled to compensation for your services as provided in any Distribution Plan adopted as to any series and class of any Fund’s Shares pursuant to Rule 12b-1 under the 1940 Act. The compensation provided in any such Distribution Plan (a “12b-1 Plan”) may be divided into a distribution fee and a service fee, as set forth in such Plan and the Fund’s then current prospectus and statement of additional information (“SAI”), each of which is compensation for different services to be rendered to the Fund. Subject to the termination provisions in a 12b-1 Plan, any distribution fee with respect to the sale of a Share subject to such Plan shall be earned when such Share is sold and shall be payable from time to time as provided in the 12b-1 Plan. The distribution fee payable to you as provided in any 12b-1 Plan shall be payable without offset, defense or counterclaim (it being understood by the parties hereto that nothing in this sentence shall be deemed a waiver by the Fund of any claim the Fund may have against you).

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