Conversion to Non-Exclusive Distributorship Sample Clauses

Conversion to Non-Exclusive Distributorship. In the event that (i) in any Agreement Year after and including the third Agreement Year or (ii) from, after and including the first year of the Distributor acquiring and/or commercializing a New Product pursuant to Section 10.1(b) (and so long as (i) no force majeure condition of the Distributor exists at such time pursuant to Section 20, (ii) Biomatrix has met its supply obligations under Section 7.4 and (iii) Distributor is able to lawfully sell the Agreement Product and any Improved Agreement product(s) in each of the countries within any such Region) the Distributor's (or its Affiliates' or Subdistributors', as applicable) Net Retail Sales of the Agreement Product and any Improved Agreement Product(s) in a Region comprise less than [ *** ] of its Net Retail Sales of [ *** ,] including the Agreement Product and any Improved Agreement Product(s), [ *** ] Upon conversion of Distributor's rights to a ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission. non-exclusive distribution arrangement in any Region, Biomatrix shall have the right to distribute the Agreement Product and Improved Agreement Product and/or engage another distributor for such Region. Biomatrix will give Distributor [ *** ] days notice prior to appointing a third party distributor for such Region. From and after the date of a conversion to a non-exclusive distribution arrangement within a Region, the Distributor shall lose its rights hereunder to register, promote, market, sell and distribute within such Region any Improved Agreement Product(s) commercialized on or after such date. Notwithstanding the foregoing, the Distributor shall retain the exclusive rights in all trademarks under which the Distributor launched the Agreement Product or any Improved Agreement Product(s) in such Region. Upon conversion of Distributor's rights to a non-exclusive distribution arrangement in any Region in the European Territory, the arrangements between the parties under this Agreement shall no longer be governed by this Agreement and such Region shall no longer be deemed a part of the Territory, but rather, such Region shall become the subject of a new agreement between the parties upon the same terms and conditions set forth in this Agreement. Upon such conversion to a non-exclusive arrangement, the parties agree to execute such further documents and agreements as are necessary in order to give effect to the provisions of this Section.
Sample 1Sample 2See All (7)
AutoNDA by SimpleDocs
Conversion to Non-Exclusive Distributorship. In the event Distributor fails to meet Minimum Performance Requirements of Section 2.05, Developer shall have the option to make the License completely non-exclusive; provided Distributor is notified at least three months before the Software will be available in the Retail Channel via another party, such notice can be given during the Distributor's exclusive period if reasonable projections indicate likely failure to meet the Minimum Performance Requirements. In the event an alternate source of the Software is in the Retail Channel before the first anniversary of the Commencement Date, the principal amount of the Letter of Credit (under Section 6.06) shall be reduced by an amount equal to the Payment Amount referred to in Section 6.01 multiplied by the unit sell through of such Software as reported in PC Data.
Sample 1Sample 2
Conversion to Non-Exclusive Distributorship. In the event Distributor fails to meet Minimum Peformance Requirements for any period in which such Requirements are provided for in Exhibit A, Developer shall have the ption to grant to any third party rights to distribute Localized Software or Localized Technology in the Territory notwithstanding the provisions of Section 2.02. Such option may be exercised by giving notice to Distributor of Developer's desire to grant such rights at any time within eleven (11) months after the end of any period in which Distributor fails to meet such Requirements. The fact that after such failure Developer meets such Requirements shall not affect Developer's option or grant of rights. Such rights may be granted for the remainder of the term of this Agreement or such longer period as Developer shall desire. Failure by Distributor to meet any of such Minimum Performance Requirements shall not, however, constitute a breach of this Agreement. "Minimum Performance Requirements" for purposes of this Agreement shall mean any such requirements specifically described as such on Exhibit A.
Sample 1
Conversion to Non-Exclusive Distributorship. If ACC fails to meet the applicable Minimum Purchase Target for a category of Toshiba Products in a geographical territory, Toshiba shall have the right (which right is to be exercised within thirty (30) days after the end of the fiscal year for which such Minimum Purchase Target has not been met) to convert ACC's exclusive distributorship for such category of Toshiba Product in such geographical territory to a non-exclusive distributorship for the remaining term of this Agreement.
Sample 1
Conversion to Non-Exclusive Distributorship. In the event Distributor fails to meet payment obligations in Exhibit A, Developer shall have the option to distribute Localized Software or Localized Technology in the Territory that Distributor does not have unlimited exclusive rights to, notwithstanding the provisions of Section 2.02. Such option may be exercised by giving notice to Distributor of Developer's desire to grant such rights at any time within eleven (11) months after the end of any period in which Distributor fails to make a required payment. The fact that after such failure Distributor makes such payment shall not affect Developer's option or grant of rights. Such rights may be granted for the remainder of the term of this Agreement or such longer period as Developer shall desire.
Sample 1
Conversion to Non-Exclusive Distributorship. In the event that in any Agreement Year including and after the First Agreement Year (and so long as (i) no force majeure condition of Distributor exists at such time pursuant to Section 20, (ii) CALYPSO has met its supply obligations under Section 7.4 and (iii) Distributor is able to lawfully sell any Agreement Products in the Territory), the Distributor’s Net Sales of the Agreement Products in the Territory in such Agreement Year comprise less than the Minimum Amounts during each Agreement Year, either CALYPSO or the Distributor may elect upon 60 days notice, but in any event not later than 30 days after the end of the applicable Agreement Year, to convert the Distributor’s distribution rights under this Agreement in the Territory from exclusive to non-exclusive; provided, however, that Distributor may cure, within 60 days after receipt of any such notice from CALYPSO, a shortfall of Net Sales with respect to the Territory for an Agreement Year by paying to CALYPSO within 30 days after such Agreement Year an amount equal to 20% of such shortfall in such Agreement Year for such Territory; further provided that at CALYPSO’s election, CALYPSO may refuse to allow such cure if Distributor has taken advantage of such cure provision in each of the two preceding Agreement Years. Upon conversion of Distributor’s rights to a non-exclusive distribution arrangement in the Territory, CALYPSO shall have the right to distribute the Agreement Products and/or engage another distributor for the Territory. Notwithstanding the foregoing, the Distributor shall retain the right to use all trademarks under which the Distributor launched the Agreement Products in the Territory.
Sample 1

Related to Conversion to Non-Exclusive Distributorship

  • Non-Exclusive License NCPS grants Company a revocable, non-exclusive, non-transferable and non-sublicensable license during the Term to view-only access the PPEX ATS through the PPEX Site and its related software and other applications and technology for the sole purpose of viewing information about Company and Company Securities and Trades of Company Securities. This license is in addition to the license Company has and is required to maintain during the Term (as defined below) with NCPS’s affiliate, North Capital Investment Technology, Inc., for TransactAPI pursuant to a separate Software and Services License Agreement (“SSLA”). The technology covered by the licenses outlined in this Section 2 is collectively referred to herein as the “Technology”.

  • Non-Exclusive License Grant Subject to the terms and conditions of this Agreement, Takeda hereby grants to Licensee a non-exclusive, sublicensable (subject to Section 3.3 (Sublicensing)) right and license under the Takeda Technology and Takeda’s interest in the Joint Technology to: (a) Develop the TAK-385 Licensed Compound and TAK-385 Licensed Products in the Men’s Health Field in the Takeda Territory solely for the purpose of Exploiting such Licensed Products in the Field in the Licensee Territory, or as required in order for Licensee to comply with its diligence obligations set forth in Section 5.2 (Development Diligence Obligations) and (b) Manufacture the TAK-385 Licensed Compound and TAK-385 Licensed Products in the Takeda Territory.

  • Non-Exclusive Right In the event this Agreement is terminated or upon written notice from Western at any time, the Corporation hereby agrees that it will eliminate from the Fund's name any reference to the name of "Western." The Corporation, on behalf of the Fund, shall have the non-exclusive use of the name "Western" in whole or in part only so long as this Agreement is effective or until such notice is given.

  • Non-Exclusive Services The services of the Adviser to the Trust are not deemed exclusive, and the Adviser shall be free to render similar services to others, to the extent that such service does not affect the Adviser’s ability to perform its duties and obligations hereunder.

  • Non-Exclusive Rights The provisions for indemnification of, and advancement of Expenses to, the Board Member set forth in this Agreement shall not be deemed exclusive of any other rights to which the Board Member may otherwise be entitled. Notwithstanding the previous sentence, the indemnification provided for in this Agreement is in lieu of, and not in addition to, the indemnification set forth in the Trust Instrument. The Fund shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Board Member has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

  • Non-Exclusive Agreement The services of the Adviser to the Fund under this Agreement are not to be deemed exclusive, and the Adviser shall be free to render similar services or other services to others so long as its services hereunder are not impaired thereby.

  • Non-Exclusivity The services of the Adviser to the Manager, the Allocated Portion and the Trust are not to be deemed to be exclusive, and the Adviser shall be free to render investment advisory or other services to others and to engage in other activities. It is understood and agreed that the directors, officers, and employees of the Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors, trustees, or employees of any other firm or corporation.

  • Services Non-Exclusive Nothing in this Agreement shall prevent the Cash Manager from rendering or performing services similar to those provided for in this Agreement to or for itself or other persons, firms or companies or from carrying on business similar to or in competition with the business of the Mortgages Trustee, Funding or the Security Trustee.

  • Non-Exclusivity of Services The Manager is free to act for its own account and to provide investment management services to others. The Fund acknowledges that the Manager and its officers and employees, and the Manager's other funds, may at any time have, acquire, increase, decrease or dispose of positions in the same investments which are at the same time being held, acquired or disposed of under this Agreement for the Fund. Neither the Manager nor any of its officers or employees shall have any obligation to effect a transaction under this Agreement simply because such a transaction is effected for his or its own account or for the account of another fund. Fund agrees that the Manager may refrain from providing any advice or services concerning securities of companies for which any officers, directors, partners or employees of the Manager or any of the Manager's affiliates act as financial adviser, investment manager or in any capacity that the Manager deems confidential, unless the Manager determines in its sole discretion that it may appropriately do so. The Fund appreciates that, for good commercial and legal reasons, material nonpublic information which becomes available to affiliates of the Manager through these relationships cannot be passed on to Fund.

  • Non-Exclusive The services of the Administrator rendered to the Trust are not deemed to be exclusive. The Administrator is free to render such services to others. The Administrator shall not be deemed to be affected by notice of, or to be under any duty to disclose to the Trust or Person acting on the Trust’s behalf, information which has come into its possession or the possession of an Interested Party in the course of or in connection with providing administrative or other services to any other person or in any manner whatsoever other than in the course of carrying out its duties pursuant to this Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.