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 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 the Territory) the Distributor's Net Retail Sales of the Agreement Product and any Improved Agreement Product(s) in the Territory, comprise less than [ *** ] of its Net Retail Sales of [ *** ] including the Agreement Product and any Improved Agreement Product(s), [ *** ] within [ *** ] days after receipt of any such notice from Biomatrix, a shortfall of [ *** ] with respect to the Territory for an Agreement Year by [ *** ] Biomatrix shall have the right to distribute the Agreement Product and Improved Agreement Product and/or engage another distributor for the Territory. From and after ***Confidential portions have been omitted and filed separately with the Securities and Exchange Commission. the date of a conversion to a non-exclusive distribution arrangement within the Territory, the Distributor shall lose its rights hereunder to promote, market, sell and distribute within the Territory any Improved Agreement Product(s) commercialized on or after such date. Notwithstanding the foregoing, the Distributor shall retain the exclusive right to use all trademarks under which the Distributor launched the Agreement Product or any Improved Agreement Product(s) in the Territory.
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 option 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. 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
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

Related to Conversion to Non-Exclusive Distributorship

  • Non-Exclusive License Sponsor grants Institution and Principal Investigator a royalty free non-exclusive license, with no right to sublicense, to use Trial Data for internal research or educational purposes.

  • 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 Notwithstanding anything herein contained that may be, or appear to be, to the contrary, it is expressly understood and agreed that the rights granted under this Agreement are non-exclusive and Authority herein reserves the right to grant similar privileges to another lessee or other tenants on other parts of the Airport.

  • Non-Exclusive Agreement Notwithstanding anything contained herein, this Agreement and the rights awarded to the Investor hereunder are non-exclusive, and the Company may, at any time throughout the term of this Agreement and thereafter, issue and allot, or undertake to issue and allot, any shares and/or securities and/or convertible notes, bonds, debentures, options to acquire shares or other securities and/or other facilities which may be converted into or replaced by Common Shares or other securities of the Company, and to extend, renew and/or recycle any bonds and/or debentures, and/or grant any rights with respect to its existing and/or future share capital.

  • 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 Servicer 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 and the Beneficiaries.

  • Non-Exclusive Contract The intent of this Contract is to provide state agencies with an expedited means of procuring supplies and/or services. This Contract is for the convenience of state agencies and is considered by State to be a “Non- exclusive” use contract. Therefore, agencies may obtain this product/service from sources other than the Contract holder(s) as long as they comply with Title 18, MCA, and their delegation agreement. State does not guarantee any usage.

  • Non-Exclusive Arrangement Nothing contained in these Terms shall be construed as conferring or granting an exclusive right or obligation upon either party to purchase or sell products or services under these terms. 21. FORCE MAJEURE Neither party shall be liable to the other for any delay or inability to perform its obligations under these terms or otherwise if such delay or inability arises from any act of God, fire, natural disaster, act of government, or any other cause beyond the reasonable control of such party which could not be avoided by the exercise of due care.

  • 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.

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