Certain Sales Excluded Sample Clauses

Certain Sales Excluded. The Company’s and Founders’ right of offer provided in this Section 3.3 shall not apply with respect to (i) sales of Shares to the Company, (ii) sales of Shares by an Investor pursuant to its co-sale rights under Section 3.4 below or (iii) sales of Shares in a Sale Event.
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Certain Sales Excluded. The Company’s and Security Holdersright of refusal provided in this Section 3.2 shall not apply with respect to (i) sales of Shares to the Company, (ii) sales by a Founder pursuant to his co-sale rights under Section 3.5 below or (iii) sales of Shares in a Sale Event.
Certain Sales Excluded. Licensee may satisfy its obligation to reach the Minimum Sales Levels set forth with full price sales of Licensed Products in the Territory only. Licensee will not receive credit against Minimum Sales Levels for (a) sales outside the Territory; (b) sales under Paragraphs 7.10; or (c) sales of Seconds and Close-Outs anywhere.
Certain Sales Excluded. Licensee may satisfy its obligation to reach the Minimum Sales Levels set forth above with Net Sales of Licensed Products in the Territory only, including, but not limited to, sales to Licensee's employees, representatives and outlet stores owned or operated by Licensee or its Affiliates. Licensee will not receive credit against Minimum Sales Levels for (a) sales outside the Territory; or (b) sales under Paragraphs 7.10, 7.11, 7.12, or 7.13.
Certain Sales Excluded. Licensee shall not receive credit towards Minimum Sales Levels for (a) sales outside the Territory; (b) sales to Licensor; or (c) sales pursuant to Paragraph 6.4. *CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT
Certain Sales Excluded. 13 7.7 Approved Customers.................................................. 13 7.8
Certain Sales Excluded. Licensee will not receive credit against Minimum Sales Levels for sales under Paragraphs 7.10, 7.11 or 7.12(a).
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Certain Sales Excluded. Licensee shall not receive credit towards Minimum Sales Levels for (a) sales outside the Territory; (b) sales to Licensor; or (c) sales pursuant to Paragraph 6.4. *CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT 18 19 7.7 Approved Customers . Licensee shall sell, and shall require that its Distributors sell, Licensed Products only to (a) those specialty shops, department stores and retail outlets whose operations are consistent with the prestige of the Trademarks and Licensor’s sales policies and which are pre-approved by Licensor in its sole discretion, either specifically or consistent with written standards issued by Licensor, and (b) Franchisees and other purchasers as otherwise expressly permitted hereunder. Retail stores owned or operated by Licensee or any Affiliate of Licensee shall be deemed approved customers. In addition, Licensee may sell Licensed Products to corporate accounts, which have been approved in writing by Licensor, for the use of the employees of such corporate accounts (“Approved Corporate Accounts”) and to third parties selling to such Approved Corporate Accounts. Approved Corporate Accounts shall in no event include corporate accounts selling alcohol, tobacco, gaming and firearms products. Upon execution of this Agreement, prior to the opening of each selling season and whenever Licensee wishes to sell Licensed Products to customers not previously approved, Licensee shall submit a list of its proposed customers for Licensor’s written approval. Licensor shall have the right to revoke its approval of a customer, upon thirty (30) days prior written notice to Licensee, if Licensor determines in its sole discretion that the customer no longer meets its standards. After such notice, Licensee may not accept additional orders for Licensed Products from such retail customer, but may fill any existing order. Anything herein to the contrary notwithstanding, Licensee may sell Licensed Products to advertising specialty companies for resale only to Approved Corporate Accounts, for the use of their employees, and not for resale, provided that such advertising specialty companies shall, prior to receiving any Licensed Products from Licensee, execute an agreement providing for such limitation on resale, in form and substance reasonably acceptable to Licensor, and provide an original executed copy of such agreement to Licensor. Licensee shall within fifteen (15) days of Licensor...

Related to Certain Sales Excluded

  • Distributions Upon Income Inclusion Under Section 409A of the Code Upon the inclusion of any portion of the benefits payable pursuant to this Agreement into the Executive’s income as a result of the failure of this non-qualified deferred compensation plan to comply with the requirements of Section 409A of the Code, to the extent such tax liability can be covered by the Executive’s vested accrued liability, a distribution shall be made as soon as is administratively practicable following the discovery of the plan failure.

  • Sales, Etc (i) Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrower, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or dispose of (whether in one transaction or a series of transactions) assets located in the United States (other than any assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, transfer or disposition to any entity other than such Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved], (B) [reserved], or (C) the sale, lease, transfer or other disposition of any Borrower’s assets to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their Subsidiaries are being transferred, in each case under this clause (C), pursuant to a transaction permitted under subsection (c) below.

  • How Are Contributions to a Xxxx XXX Reported for Federal Tax Purposes You must file Form 5329 with the IRS to report and remit any penalties or excise taxes. In addition, certain contribution and distribution information must be reported to the IRS on Form 8606 (as an attachment to your federal income tax return.)

  • Preference for domestically manufactured goods The provisions of paragraphs 2.54 and 2.55 of the Guidelines and Appendix 2 thereto shall apply to goods manufactured in the territory of the Borrower.

  • Minimum Shipping Requirements for TIPS Sales Vendor shall ship, deliver, or provide ordered goods and services within a commercially reasonable time after acceptance of the order. If a delay in delivery is anticipated, Vendor shall notify the TIPS Member as to why delivery is delayed and provide an updated estimated time for completion. The TIPS Member may cancel the order if the delay is not commercially acceptable or not consistent with the Supplemental Agreement applicable to the order.

  • How Are Distributions from a Xxxx XXX Taxed for Federal Income Tax Purposes Amounts distributed to you are generally excludable from your gross income if they (i) are paid after you attain age 59½, (ii) are made to your beneficiary after your death, (iii) are attributable to your becoming disabled, (iv) subject to various limits, the distribution is used to purchase a first home or, in limited cases, a second or subsequent home for you, your spouse, or you or your spouse’s grandchild or ancestor, or (v) are rolled over to another Xxxx XXX. Regardless of the foregoing, if you or your beneficiary receives a distribution within the five-taxable-year period starting with the beginning of the year to which your initial contribution to your Xxxx XXX applies, the earnings on your account are includable in taxable income. In addition, if you roll over (convert) funds to your Xxxx XXX from another individual retirement plan (such as a Traditional IRA or another Xxxx XXX into which amounts were rolled from a Traditional IRA), the portion of a distribution attributable to rolled-over amounts which exceeds the amounts taxed in connection with the conversion to a Xxxx XXX is includable in income (and subject to penalty tax) if it is distributed prior to the end of the five-tax-year period beginning with the start of the tax year during which the rollover occurred. An amount taxed in connection with a rollover is subject to a 10% penalty tax if it is distributed before the end of the five-tax-year period. As noted above, the five-year holding period requirement is measured from the beginning of the five-taxable-year period beginning with the first taxable year for which you (or your spouse) made a contribution to a Xxxx XXX on your behalf. Previously, the law required that a separate five-year holding period apply to regular Xxxx XXX contributions and to amounts contributed to a Xxxx XXX as a result of the rollover or conversion of a Traditional IRA. Even though the holding period requirement has been simplified, it may still be advisable to keep regular Xxxx XXX contributions and rollover/ conversion Xxxx XXX contributions in separate accounts. This is because amounts withdrawn from a rollover/conversion Xxxx XXX within five years of the rollover/conversion may be subject to a 10% penalty tax. As noted above, a distribution from a Xxxx XXX that complies with all of the distribution and holding period requirements is excludable from your gross income. If you receive a distribution from a Xxxx XXX that does not comply with these rules, the part of the distribution that constitutes a return of your contributions will not be included in your taxable income, and the portion that represents earnings will be includable in your income. For this purpose, certain ordering rules apply. Amounts distributed to you are treated as coming first from your non-deductible contributions. The next portion of a distribution is treated as coming from amounts which have been rolled over (converted) from any non-Xxxx IRAs in the order such amounts were rolled over. Any remaining amounts (including all earnings) are distributed last. Any portion of your distribution which does not meet the criteria for exclusion from gross income may also be subject to a 10% penalty tax. Note that to the extent a distribution would be taxable to you, neither you nor anyone else can qualify for capital gains treatment for amounts distributed from your account. Similarly, you are not entitled to the special five- or ten- year averaging rule for lump-sum distributions that may be available to persons receiving distributions from certain other types of retirement plans. Rather, the taxable portion of any distribution is taxed to you as ordinary income. Your Xxxx XXX is not subject to taxes on excess distributions or on excess amounts remaining in your account as of your date of death. You must indicate on your distribution request whether federal income taxes should be withheld on a distribution from a Xxxx XXX. If you do not make a withholding election, we will not withhold federal or state income tax. Note that, for federal tax purposes (for example, for purposes of applying the ordering rules described above), Xxxx IRAs are considered separately from Traditional IRAs.

  • Extent of Return or Disposition Return or Disposition is partial. The categories of data to be disposed of are set forth below or are found in an attachment to this Directive: Return or Disposition is Complete. Disposition extends to all categories of data.

  • Mergers, Acquisition, Sales, etc The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (i) the Servicer has delivered to the Administrative Agent and each Purchaser Agent an Officer’s Certificate and an Opinion of Counsel each stating that any consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 5.5 and that all conditions precedent herein provided for relating to such transaction have been complied with and, in the case of the Opinion of Counsel, that such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Administrative Agent may reasonably request; (ii) the Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Purchaser Agent; (iii) after giving effect thereto, no Termination Event or Servicer Default or event that with notice or lapse of time would constitute either a Termination Event or a Servicer Default shall have occurred; and (iv) the Administrative Agent and each Purchaser Agent have consented in writing to such consolidation, merger, conveyance or transfer.

  • Nature of Return or Disposition Disposition shall be by destruction or deletion of data. Return shall be by a transfer of data. The data shall be transferred to the following site as follows:

  • Volume of TIPS Sales Nothing in this Agreement or any TIPS communication may be construed as a guarantee that TIPS or TIPS Members will submit any TIPS orders to Vendor at any time.

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