Conviction of Dealer Sample Clauses

Conviction of Dealer or any of Dealer's Owners or Executives of a felony or any misdemeanor involving fraud, deceit or an unfair business practice, if in Audi's opinion such conviction may adversely affect the conduct of Dealer's business, or be harmful to the good will of the Manufacturer or Audi or to the reputation and marketing of Authorized Products;
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Conviction of Dealer or any of the individuals named in the Dealer Ownership and Management Exhibit of any criminal offense which, in the sole opinion of Company, xxxxx the business image of Land Rover Products, or adversely affects Dealer operations. 12.3.9 Cancellation, without concurrent replacement, of any credit line, floor plan financing or other financing facility. BY COMPANY ON NINETY (90) DAYS NOTICE 12.4 Company may terminate this Agreement upon ninety (90) days written notice if, after receipt of such notice, Dealer has not corrected the failure(s) stated in such notice within the ninety (90) day period or, if not capable of correction within such period, commenced and diligently prosecuted a remedy to correct such failure satisfactory to the Company for any of the following events: 12.4.1 The failure by Dealer to provide the level of representation, promotion, sales or service of Land Rover Products required under the terms of this Agreement. 12.4.2 Dealer's use of deceptive or misleading practices in the sale of Land Rover Products as the supply of service to customers. 12.4.3 The failure to maintain and/or to improve the Dealer Premises as reasonably required by Company to enhance the sales and/or service capability of Dealer for Land Rover Products or Dealers reducing the space in the Dealer Premises from that described in the Dealer Facilities and Location Exhibit without Company's prior written agreement. 12.4.4 The failure to maintain or restore working capital or other financial criteria to amounts and ratios required by Company. 12.4.5 Use of unauthorized advertising as prohibited herein. 12.4.6 Late or incorrect submission of reports required herein. 12.4.7 Excessive turnover of personnel in any department in Dealer's operations for Land Rover Products resulting in, or likely to result in, deterioration of Customer relations or service. 12.4.8 The existence of any dispute amongst Dealer's owners and/or management personnel which, in Company's sole opinion, could impair, or has impaired, the operations of Dealer with consequent adverse effect on relations with Customers of or for Land Rover Products. 12.4.9 The failure of Dealer to adhere to the legal requirements called for in Article 6.11 hereof. 12.4.10 The importation, distribution or sale of Land Rover Vehicles not originally manufactured or designed for use in the United States. 12.4.11 Any breach of another material obligation of this Agreement. 12.4.12 Termination of Company's distributorship agreem...
Sample 1
Conviction of Dealer or any of the individuals named in the Dealer Ownership and Management Exhibit of any criminal offense which, in the sole opinion of Company, xxxxx the business image of Land Rover Products, or adversely affects Dealer operations.
Sample 1
Conviction of Dealer or any of the individuals named in the Dealer Ownership and Management Exhibit of any criminal offense which, in the sole opinion of Company, harms the business image of Land Roxxx Xroducts, or adversely affects Dealer operations.
Sample 1

Related to Conviction of Dealer

  • PROMOTION OF DEALER MANAGER RELATIONSHIP The Company and the Dealer Manager will cooperate with each other in good faith in connection with the promotion or advertisement of their relationship in any release, communication, sales literature or other such materials and shall not promote or advertise their relationship without the approval of the other party in advance, which shall not be unreasonably withheld or delayed.

  • DUTIES OF DEALER a. Dealer agrees to purchase Shares only from Distributor or from Dealer's customers.

  • Self-Dealing Unless entered into in bad faith, no contract or transaction between the Company and one or more of its Members, officers, or employees, or between the Company and any other entity or organization in which one or more of its Members, officers, or employees have a financial interest or are owners, managers, partners, directors, officers, or employees, shall be voidable solely for this reason or solely because such Member, officer, or employee was present or participated in the authorization of such contract or transaction. No Member, officer, or employee interested in such contract or transaction, because of such interest, shall be considered to be in breach of this Agreement or liable to the Company or any other Person for any loss or expense incurred by reason of such contract or transaction or shall be accountable for any gain or profit realized from such contract or transaction. While not required, approval or ratification by a majority of the Members having no interest in the transaction constitutes conclusive evidence that such transaction is permitted under this section.

  • Obligations and Compensation of Dealer Manager The Dealer Manager hereby represents and warrants to, and covenants and agrees with the Corporation and the Adviser (provided that, to the extent representations and warranties of the Corporation and the Adviser are given only as of a specified date or dates, the Dealer Manager only makes such representations and warranties as of such date or dates), as follows:

  • Course of Dealing No course of dealing, nor any failure to exercise, nor any delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof.

  • Representation of Executive The Executive represents and warrants that the Executive is not under any contractual or legal restraint that prevents or prohibits the Executive from entering into this Agreement or performing the duties and obligations described in this Agreement.

  • DIVISION OF DEATH PROCEEDS Subject to Paragraphs VII and IX herein, the division of the death proceeds of the policy is as follows:

  • Exclusive Dealing (a) From and after the date hereof until the earlier of the Effective Time or the Termination Date, if any, the Company shall not take, and shall not permit any of its Subsidiaries, and its and their respective officers, directors or employees to take, and shall use its reasonable best efforts to cause its Representatives not to take, any action to solicit, encourage, initiate or engage in discussions or negotiations with, or provide any information to or enter into any agreement with any Person or facilitate, any inquiries or submission of proposals or offers from any Person (other than Parent, Merger Sub and/or their respective Affiliates) concerning any Alternative Transaction. The Company shall, and shall cause each of its Subsidiaries to, immediately cease and cause to be terminated any existing activities, discussions or negotiations by the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries with any Persons (other than Parent and Merger Sub) conducted heretofore with respect to any Alternative Transaction and request from each Person that has executed a confidentiality agreement with the Company in connection with an Alternative Transaction the prompt return or destruction of all confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect of the Company or any of its Subsidiaries. In addition, the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt any Person (other than Parent or its Subsidiaries) or any action taken by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational Documents, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, other than the transactions contemplated by this Agreement.

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