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.
Sample 1Sample 2
AutoNDA by SimpleDocs
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.
Sample 1
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.
Sample 1
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
Sample 1
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.
Sample 1

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.

  • 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 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.

  • Unbundled Channelization (Multiplexing) 5.7.1 To the extent NewPhone is purchasing DS1 or DS3 or STS-1 Dedicated Transport pursuant to this Agreement, Unbundled Channelization (UC) provides the optional multiplexing capability that will allow a DS1 (1.544 Mbps) or DS3 (44.736 Mbps) or STS-1 (51.84 Mbps) Network Elements to be multiplexed or channelized at a BellSouth central office. Channelization can be accomplished through the use of a multiplexer or a digital cross-connect system at the discretion of BellSouth. Once UC has been installed, NewPhone may request channel activation on a channelized facility and BellSouth shall connect the requested facilities via COCIs. The COCI must be compatible with the lower capacity facility and ordered with the lower capacity facility. This service is available as defined in NECA 4. 5.7.2 BellSouth shall make available the following channelization systems and interfaces: 5.7.2.1 DS1 Channelization System: channelizes a DS1 signal into a maximum of twenty- four (24)

  • 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.

  • Combination Product The term “

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!