Dealer Network; Rebates and Refunds. (a) Schedule 2.27 sets forth a true and complete list of Company’s top twenty (20) dealers in terms of Company’s sales, together with the sales made thereto, for each annual period from January 1, 2004, through December 31, 2006, and the accounts receivable for each such dealer as of December 31, 2006. A true and complete copy of all the Company’s standard form of dealer agreement has been delivered to Purchaser and except as set forth on Schedule 2.27, there are no material deviations from the Company’s standard form in the Company’s dealer agreements with its top twenty (20) dealers (by revenue). Except as shown on Schedule 2.27, since January 1, 2006, none of the Company’s top twenty (20) dealers (by revenue), has indicated to Company in writing, or to Seller’s Knowledge otherwise, that it does not intend to continue to carry Company’s products. (b) Schedule 2.27 discloses (i) all significant refunds, rebates, discounts and return policies or practices that Company has engaged in with respect to persons supplying goods and services to Company; and (ii) all annual programs relating to refunds, rebates, discounts and return policies or practices that Company has engaged in with respect to furnishing its products to others in connection with Company’s business; and (c) no creditor which provides financing to Company dealers supported by Company repurchase obligations (a “Creditor”) has notified Seller or Company, either orally or in writing, that such Creditor intends to discontinue financing dealer purchases of Company products.

Dealer Network; Rebates and Refunds. The Company has delivered to Parent a true copy of all written agreements (including any amendments or modifications thereto) that it has with any automotive dealers related to the Business. The Company has disclosed to Parent (i) all significant refunds, rebates, discounts and return policies or practices that the Company or Company Subsidiary has engaged in with respect to persons supplying goods and services to the Company or any Company Subsidiary and (ii) all annual programs relating to refunds, rebates, discounts and return policies or practices that the Company or Company Subsidiary has engaged in with respect to furnishing the products to others in connection with their business, including the Business. The Financial Statements accurately reflect an accrual of the amount owed, if any, to all dealers.

Dealer Network; Rebates and Refunds. (a) The Parent has provided Company and Shareholders with a true and complete list of the Parent's and each Parent Subsidiary's dealers. True and complete copies of all dealer agreements have been delivered or made available to Company and Shareholders. To the knowledge of the Parent, there has been no adverse change in the Parent's relationship with its dealers. (b) The Parent has disclosed to Company and Shareholders (i) all significant refunds, rebates, discounts and return policies or practices that the Parent or any Parent Subsidiary has engaged in with respect to persons supplying goods and services to the Parent or any Parent Subsidiary and (ii) all annual programs relating to refunds, rebates, discounts and return policies or practices that the Parent or any Parent Subsidiary has engaged in with others in connection with its Business.

Dealer Network; Rebates and Refunds. (a) The Company has provided Parent and Acquisition Subsidiary with a true and complete list of the Company's top thirty (30) dealers in terms of the Company's sales, together with the sales made thereto, for the annual periods January 1, 1998 through December 31, 2000, and for the periods January 1, 2000 through August 31, 2000 and January 1, 2001 through August 31, 2001. True and complete copies of all dealer agreements have been delivered to Parent and Acquisition Subsidiary. To the knowledge of the Company, there has been no adverse change in the Company's relationship with any of the top thirty (30) dealers (as of August 31, 2001), nor, to the knowledge of the Company, has any such dealer indicated to the Company that it does not intend to continue to carry the Company's Products. (b) The Company has disclosed to Parent and Acquisition Subsidiary (i) all significant refunds, rebates, discounts and return policies or practices that the Company has engaged in with respect to persons supplying goods and services to the Company and (ii) all annual programs relating to refunds, rebates, discounts and return policies or practices that the Company has engaged in with respect to furnishing the Company's Products to others in connection with the Business.

Dealer Network; Rebates and Refunds. (a) The Company has no dealer agreements. (b) The Company has disclosed to Parent (i) all significant refunds, rebates, discounts and return policies or practices that the Company or any Company Subsidiary has engaged in with respect to persons supplying goods and services to the Company or any Company Subsidiary and (ii) all annual programs relating to refunds, rebates, discounts and return policies or practices that the Company or any Company Subsidiary has engaged in with respect to furnishing the Products to others in connection with their business, including the Business.

Dealer Network; Rebates and Refunds. (a) Section 3.27(a) of the Disclosure Schedule sets forth a true and complete list of the Company’s top ten (10) dealers (the “Top Dealers”) in terms of the Company’s sales, together with the sales made thereto, for the fiscal year ended January 2, 2010 and for the period January 3, 2010 through July 31, 2010. True and complete copies of any written dealer agreements, if any, with the Top Dealers have been delivered to Purchaser or made available on the Datasite. To the knowledge of the Company Parties, there has been no material adverse change in the Company’s relationship with any of the Top Dealers, nor, to the knowledge of the Company Parties has any such Top Dealer indicated to the Company in writing that it does not intend to continue to carry the Products. (b) The Company Parties have disclosed or delivered to Purchaser or made available on the Datasite (i) all material refunds, rebates, discounts and return policies or practices that the Company has engaged in with respect to persons supplying goods and services to the Company and (ii) all material annual programs relating to refunds, rebates, discounts and return policies or practices that the Company has engaged in with respect to furnishing the Products to others in connection with the Business.

Related to Dealer Network; Rebates and Refunds

Discounts, Rebates and Refunds § 8.1 Cash discounts obtained on payments made by the Construction Manager shall accrue to the Owner if (1) before making the payment, the Construction Manager included the amount to be paid, less such discount, in an Application for Payment and received payment from the Owner, or (2) the Owner has deposited funds with the Construction Manager with which to make payments; otherwise, cash discounts shall accrue to the Construction Manager. Trade discounts, rebates, refunds, and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Construction Manager shall make provisions so that they can be obtained. § 8.2 Amounts that accrue to the Owner in accordance with the provisions of Section 8.1 shall be credited to the Owner as a deduction from the Cost of the Work.
End Users Customer will control access to and use of the Products by End Users and is responsible for any use of the Products that does not comply with this Agreement.
Third Party Payments (a) Subject to Section 6.4.4(c), the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party on Net Sales of a Licensed Product in a country an amount equal to [**] percent ([**]%) of all upfront payments, milestone payments, royalties, and other amounts paid by the Applicable Commercialization Party, its Affiliates or Sublicensees to Third Parties with respect to license rights to Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for the Development, Manufacture, or Commercialization of such Licensed Product in such country; provided, however, that, to the extent that any such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product [**] percent ([**]%) of the amounts that are reasonably allocable to the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party hereunder defense costs in accordance with Section 8.4. (b) In the event a Party enters into any Third Party intellectual property license necessary for the Development, Manufacture, or Commercialization of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will have the right to obtain such sublicense from such sublicensor Party; provided that, if such other Party elects to obtain such sublicense, such other Party shall pay [**] percent ([**]%) of the amounts payable to the Third Party on account of such sublicense (either directly to the Third Party licensor or to the sublicensor Party, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such other Party shall be entitled to credit against the royalties due to the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal to [**] percent ([**]%) of the amounts paid by such other Party (either directly or indirectly through the sublicensor Party) to such Third Party with respect to such license rights for such Licensed Product in such country. (c) If any amount is or becomes payable to UNC under the UNC License Agreement (or under any other agreement entered into by EPIZYME or any Affiliate and UNC with respect to the intellectual property that is the subject of the UNC License Agreement) with respect to the Development, Manufacture, or Commercialization of a Licensed Product in any country in the world, EPIZYME shall be solely responsible for and shall pay all such amounts, and no such amounts shall be creditable against any royalties payable to EISAI hereunder.
Rebates Premium rebates given by the Employment Insurance Commission shall be paid directly to the employees by the Employer.
Goods and Services 4.3.1. The Supplier shall ensure that the Goods and/or the Services provided are fit for the purposes that may reasonably be inferred from the technical specifications and in accordance with the timetable for performance defined in the Contract. In any event the Supplier commits himself to achieve performance and results stipulated in the Contract. 4.3.2. The Goods and/or Services shall be delivered in a state of full completion with the complete “Documentation” (any operation and maintenance manuals, drawings, calculations, technical data, logic diagrams, progress reports, quality documentation, conformity certificates, test reports, bill of lading, certificates of origin, export control classification list number as per any applicable export regulation - such as the European Council Regulation 428/2009 (as amended) and/or the U.S. Export Administration Regulations (“EAR”), percentage of U.S. origin content, U.S. Export Control Classification Number (“ECCN”) or U.S. Munitions List category (“USML”) (if applicable) export authorizations and licenses, Harmonized Tariff Code - and any such other documents required under the Contract and/or applicable Laws) associated therewith as well as all instructions, recommendationsandother indicationsnecessaryin orderfor themtobeused correctly and under the appropriate safety conditions. If so required by the Purchaser, the Supplier shall submit any such Documentation to the Purchaserwith sufficient timeforreview andapproval by the Customer, in accordancewith the time-lines agreed between the Purchaser and the Customer. Where the Documentation provided by the Supplier is not compliant with Purchaser’s contractual requirements, the Supplier must make the necessary modifications, and indemnify the Purchaser for any costs, liabilities or penalties incurred by the Purchaser as a result of the non-compliance and/or delay. 4.3.3. Goods or Services that donotmeetall the requirements set in this Article 4.3 shall be considered as having a Non-Conformity as per Article 10 of these General Conditions and may be recorded as a non-conformity event (NCE) as defined in the Supplier Quality Manual. 4.3.4. If the Supplier is not certain that the results of the Services or Goods comply with the requirements defined in this Article 4.3, it shall inform immediately the Purchaser thereof in writing, providing all the needed indications concerning the risks of non- compliance and the measures that the Supplier intends to take in order to remedy the situation. The Purchaser shall notify its acceptance or rejection of the Supplier’s proposals as soon as possible and in writing. 4.3.5. If the Purchaser assesses on its part that the Supplier is not performing the Services and/or supplying the Goods in accordance with the Contract, itmay require the Supplier to indicate to it, in writing, the measures that the Supplier intends to take to remedy the situation. The Purchaser shall notify the Supplier in writing as soon as possible of its acceptance or rejection of the Supplier’s proposals.
End User This agreement shall bind the ordering activity as end user but shall not operate to bind a Government employee or person acting on behalf of the Government in his or her personal capacity.
Third Party Users If required by Applicable Laws and Regulations or if the Parties mutually agree, such agreement not to be unreasonably withheld, to allow one or more third parties to use the Connecting Transmission Owner’s Attachment Facilities, or any part thereof, Developer will be entitled to compensation for the capital expenses it incurred in connection with the Attachment Facilities based upon the pro rata use of the Attachment Facilities by Connecting Transmission Owner, all third party users, and Developer, in accordance with Applicable Laws and Regulations or upon some other mutually-agreed upon methodology. In addition, cost responsibility for ongoing costs, including operation and maintenance costs associated with the Attachment Facilities, will be allocated between Developer and any third party users based upon the pro rata use of the Attachment Facilities by Connecting Transmission Owner, all third party users, and Developer, in accordance with Applicable Laws and Regulations or upon some other mutually agreed upon methodology. If the issue of such compensation or allocation cannot be resolved through such negotiations, it shall be submitted to FERC for resolution.
Third Party Products and Services Any third-party hardware, software and/or services that is delivered by ResMed for use either standalone or in conjunction with ResMed products and/or services, shall be subject to the third-party terms and conditions and/or license agreements between Customer and the third party. Such third-party hardware, software and/or services is provided by ResMed "AS IS," without any warranty of any kind. Any representations or warranties as to such hardware, software and/or services shall only be as granted by the applicable third parties, if any, that accompany such products and/or software and/or services. Any representations, warranties, or other similar obligations with respect to such third-party hardware, software and/or services flow directly from the third party to Customer and ResMed shall have no responsibility at all for any such representations, warranties, obligations or lack thereof.
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Wholesaler Also referred to as Vendor, Pharmaceutical Prime Vendor, or Prime Vendor, is a business that functions as a purchaser’s source of distribution for a wide array of pharmaceutical and related Products as identified by the MMCAP Infuse Participating Facility. A Wholesaler is responsible for maintaining and distributing an Adequate Supply of pharmaceuticals and related Products and any other items contracted for that are dispensed through the MMCAP Infuse Participating Facilities’ pharmacy service.

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