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. 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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Authorized Distribution Channels. The Distribution Channels consist of: (a) Upper-tier Department Stores and Specialty Retailers carrying comparable brands, including associated e-commerce channels. Retail catalogs and independent accounts with prior LICENSOR approval. Pre-approved customer accounts within this distribution channel are identified in Schedule B. (b) Off-Price Channels set forth on Schedule B, provided that sales of Off-Price Goods plus Closeouts not exceed **** percent **** of the total Gross Sales of Licensed Products sold during a given Contract Year. (c) Special Make-Ups programs to Marmaxx, Nordstrom Rack, Bloomingdale’s outlets, Steinmart and Xxxxxxxx’x in approved Off-Price Channels.
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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. Entire Term [***]% of Net Sales Q1 - April 30 Q2 - July 31 Q3 - October 31 Q4 - January 31 2008 $[***] 2009 $[***] 2010 $[***] 2011 $[***] 2012 $[***] 2013 $[***] EntireTerm [***]% of Net Sales
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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: (a) a current List; and (b) upon the request of the Trustee, mailing labels to enable the Trustee to carry out its duties under this Agreement.

  • Distribution of UDP and TCP queries DNS probes will send UDP or TCP “DNS test” approximating the distribution of these queries.

  • Unbundled Sub-Loop Distribution Voice Grade (USLD-VG) is a copper sub- loop facility from the cross-box in the field up to and including the point of demarcation at the End User’s premises and may have load coils.

  • SOURCE CODE ESCROW FOR LICENSED PRODUCT If Source Code or Source Code escrow is offered by either Contractor or Product manufacturer or developer to any other commercial customers, Contractor shall either: (i) provide Licensee with the Source Code for the Product; or (ii) place the Source Code in a third party escrow arrangement with a designated escrow agent who shall be named and identified to the State, and who shall be directed to release the deposited Source Code in accordance with a standard escrow agreement acceptable to the State; or (iii) will certify to the State that the Product manufacturer/developer has named the State, acting by and through the Authorized User, and the Licensee, as a named beneficiary of an established escrow arrangement with its designated escrow agent who shall be named and identified to the State and Licensee, and who shall be directed to release the deposited Source Code in accordance with the terms of escrow. Source Code, as well as any corrections or enhancements to such source code, shall be updated for each new release of the Product in the same manner as provided above and such updating of escrow shall be certified to the State in writing. Contractor shall identify the escrow agent upon commencement of the Contract term and shall certify annually that the escrow remains in effect in compliance with the terms of this clause. The State may release the Source Code to Licensees under this Contract who have licensed Product or obtained services, who may use such copy of the Source Code to maintain the Product.

  • Distribution of Literature FSFSA representatives may, during non-working hours or during any breaks, distribute employee organization literature. The FSFSA agrees that nothing of a libelous, racist, sexist, obscene, or partisan political nature shall be so distributed.

  • Required Distributions Except in the case of a special needs beneficiary, the assets of the Xxxxxxxxx ESA are required to be distributed to the designated beneficiary within 30 days of the designated beneficiary’s attainment of age 30. The designated beneficiary will be subject to both income tax and an additional 10 percent penalty tax on the portion of the distribution that represents earnings, if the designated beneficiary does not have any qualified education expenses in that year. Any balance remaining in the Xxxxxxxxx ESA upon the death of the designated beneficiary will be distributed within 30 days of the designated beneficiary’s death, unless a death beneficiary is named and the death beneficiary is a qualified family member under age 30. If the death beneficiary is a qualified family member under age 30, that individual will become the designated beneficiary as of the date of death. Qualified family members include the designated beneficiary’s child, grandchild, or xxxxxxxxx, brother, sister, stepbrother, or stepsister, nephew or niece, parents, stepparents, or grandparents, uncle or aunt, spouses of all the family members listed above, cousin, and the designated beneficiary’s spouse. If a qualified family member becomes the designated beneficiary, the custodian, if it so chooses for any reason (e.g., due to limitations of its charter or bylaws), may require a total distribution of the Xxxxxxxxx ESA by December 31 of the year following the year of the original designated beneficiary’s death.

  • Effect if Distribution Does Not Occur Notwithstanding anything in this Agreement to the contrary, if the Distribution Agreement is terminated prior to the Effective Time, this Agreement shall be of no further force and effect and shall be void ab initio.

  • Distribution of Materials You will keep an accurate record of the names and addresses of all persons to whom you give copies of the Registration Statement, the Prospectus, any Preliminary Prospectus (or any amendment or supplement thereto) or any Offering Circular or any Preliminary Offering Circular and, when furnished with any subsequent amendment to the Registration Statement, any subsequent Prospectus, any subsequent Offering Circular or any memorandum outlining changes in the Registration Statement or any Prospectus or Offering Circular, you will, upon request of the Manager, promptly forward copies thereof to such persons.

  • Distribution Services 3.1. Distributor will have the right, as agent for the Fund, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the Fund’s effective Registration Statement on Form N-2 under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Fund. 3.2. Distributor will also have the right, as agent for the Fund, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement. 3.3. Distributor will also have the right to take, as agent for the Fund, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the Fund shall be the net asset value (“NAV”) of the Shares then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. 3.5. The NAV of the Shares of the Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the Fund, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund with any comments provided by regulators with respect to such materials. 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Fund regarding its activities under this Agreement as reasonably requested by the Board.

  • Contract Distribution The Employer will provide all current and new employees with a link to the new Agreement. Each department or unit will maintain a paper copy of the contract accessible to all employees.

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