Designation and Identification Sample Clauses

Designation and Identification. Without limiting the Parties’ respective obligations under the Transaction Agreement, to the extent permissible under applicable law and subject to Section 4.6.2:
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Designation and Identification. Without limiting the Parties’ respective obligations under the Transaction Agreement, to the extent permissible under applicable law and subject to Section 4.6.2: 4.1.1. XXX and KO, subject to the last sentence of Section 3.2, shall use their respective Best Efforts to cause New Distribution Agreements to be entered into on terms and conditions mutually agreeable between XXX and KO Distributors for the distribution of all Products in the Sub-Territories, pursuant to the following process: (a) At any time after the Effective Date of this Agreement, (i) XXX may decide to have KO Distributors distribute Products in any additional territory/ies in the Territory, in which event XXX will deliver written notice (the “XXX Designation Notice”) to KO designating the specific Sub-Territory/ies in which XXX desires KO Distributors to distribute the Products and/or (ii) KO may determine, in consultation with XXX, that it is economically feasible to terminate an existing distributor in the Applicable Sub-Territory/ies, in which event KO will deliver written notice (the “KO Designation Notice”, and together with the XXX Designation Notice, the “Designation Notice”) to XXX designating such Applicable Sub-Territory/ies. Within seven (7) days of its receipt of the XXX Designation Notice or delivery of the KO Designation Notice, KO will deliver written notice (the “Identification Notice”) to XXX identifying the specific KO Distributors (the “Proposed Distributors”) proposed to be appointed to distribute the Products in the respective Sub-Territory/ies identified in the Designation Notice (subject to the last sentence of Section 3.2 hereof) and any additional relevant information as may be in KO’s possession concerning such Proposed Distributor or the Sub-Territory covered by it that is reasonably requested by XXX (provided that KO shall not be required to deliver information that KO is obligated to keep confidential). *** (b) XXX shall, within twenty-one (21) days of receipt of the Identification Notice (or Identification Notice amendment, as applicable), deliver to each such Proposed Distributor accepted by XXX, a New Distribution Agreement that provides for the applicable KO Distributor to obtain exclusive distribution rights for all accounts and classes of accounts in the applicable Sub-Territory/ies, except to the extent approved in advance in writing by KO or otherwise agreed between XXX and such Proposed Distributor, along with the relevant details and instructions suf...
Sample 1
Designation and Identification. Within thirty (30) days of the Effective Date, and thereafter at any time required under this Agreement or that Xxxxxx desires to have AB Distributors distribute Products in additional territories or distribute more Products in any particular territory/ies, Xxxxxx will deliver written notice (the “Designation Notice”) to AB designating: (a) the specific territories in which Xxxxxx desires AB Distributors to distribute the Products; (b) the number of cases of each Product sold in the designated territory/ies during the preceding twelve months; and (c) the agreed upon contribution to be paid by the AB Distributors towards the termination fee due to Xxxxxx’x existing distributors of the Products in various territories throughout the United States who will be terminated and replaced by one or more AB Distributor/s, which shall be calculated at the pre-agreed average rate set forth on attached Exhibit F (the “Buy-Out Contribution”). After the first anniversary of the Effective Date, the average rate per case used to calculate the Buy-Out Contribution shall be increased or decreased by Xxxxxx, as the case may be, to reflect substantially the termination fees payable by Xxxxxx to applicable existing distributors to be terminated. Within fourteen (14) days of its receipt of the Designation Notice, AB will deliver written notice (the “Identification Notice”) to Xxxxxx identifying the specific AB Distributors (the “Proposed Distributors”) to be appointed to distribute the Products in the respective territory/ies identified in the Designation Notice, how the Buy-Out Contribution will be allocated among such AB Distributors (the “Buy-Out Allocation”) and any additional relevant information concerning such AB Distributors, the territory covered by them or the Buy-Out Allocation.
Sample 1

Related to Designation and Identification

  • Partnership Formation and Identification 6 2.1 Formation............................................................................................ 6 2.2 Name, Office and Registered Agent.................................................................... 6 2.3 Partners............................................................................................. 6 2.4

  • Non-Identification Approved Users agree not to use the requested datasets, either alone or in concert with any other information, to identify or contact individual participants from whom data and/or samples were collected. Approved Users also agree not to generate information (e.g., facial images or comparable representations) that could allow the identities of research participants to be readily ascertained. These provisions do not apply to research investigators operating with specific IRB approval, pursuant to 45 CFR 46, to contact individuals within datasets or to obtain and use identifying information under an 2 The project anniversary date can be found in “My Projects” after logging in to the dbGaP authorized-access portal. IRB-approved research protocol. All investigators including any Approved User conducting “human subjects research” within the scope of 45 CFR 46 must comply with the requirements contained therein.

  • Further Identification of Collateral Each Debtor will, when and as often as requested by the Secured Party or its Representative, furnish to the Secured Party or such Representative, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Secured Party or its Representative may reasonably request, all in reasonable detail.

  • Customer Identification Unless Elastic has first obtained Customer's prior written consent, Elastic shall not identify Customer as a user of the Products, on its website, through a press release issued by Elastic and in other promotional materials.

  • Type and Jurisdiction of Organization, Organizational and Identification Numbers The type of entity of such Grantor, its state of organization, the organizational number issued to it by its state of organization and its federal employer identification number are set forth on Exhibit A.

  • Taxpayer Identification Number; Other Identifying Information The true and correct U.S. taxpayer identification number of the Company and each Designated Borrower that is a Domestic Subsidiary and a party hereto on the Closing Date is set forth on Schedule 10.02. The true and correct unique identification number of each Designated Borrower that is a Foreign Subsidiary and a party hereto on the Closing Date that has been issued by its jurisdiction of organization and the name of such jurisdiction are set forth on Schedule 5.17.

  • Customer Identification Program Notice To help the U.S. government fight the funding of terrorism and money laundering activities, U.S. Federal law requires each financial institution to obtain, verify, and record certain information that identifies each person who initially opens an account with that financial institution on or after October 1, 2003. Certain of PNC’s affiliates are financial institutions, and PNC may, as a matter of policy, request (or may have already requested) the Fund’s name, address and taxpayer identification number or other government-issued identification number, and, if such party is a natural person, that party’s date of birth. PNC may also ask (and may have already asked) for additional identifying information, and PNC may take steps (and may have already taken steps) to verify the authenticity and accuracy of these data elements.

  • Customer Identification Program (A) To assist the Fund in complying with requirements regarding a customer identification program in accordance with applicable regulations promulgated by U.S. Department of Treasury under Section 326 of the USA PATRIOT Act ("CIP Regulations"), BNYM will do the following: (i) Implement procedures which require that prior to establishing a new account in the Fund BNYM obtain the name, date of birth (for natural persons only), address and government-issued identification number (collectively, the "Data Elements") for the "Customer" (defined for purposes of this Agreement as provided in 31 CFR 1024.100(c)) associated with the new account. (ii) Use collected Data Elements to attempt to reasonably verify the identity of each new Customer promptly before or after each corresponding new account is opened. Methods of verification may consist of non-documentary methods (for which BNYM may use unaffiliated information vendors to assist with such verifications) and documentary methods (as permitted by 31 CFR 1024.220), and may include procedures under which BNYM personnel perform enhanced due diligence to verify the identities of Customers the identities of whom were not successfully verified through the first- level (which will typically be reliance on results obtained from an information vendor) verification process(es). (iii) Record the Data Elements and maintain records relating to verification of new Customers consistent with 31 CFR 1024.220(a)(3). (iv) Regularly report to the Fund about measures taken under (i)-(iii) above. (v) If BNYM provides services by which prospective Customers may subscribe for shares in the Fund via the Internet or telephone, BNYM will work with the Fund to notify prospective Customers, consistent with 31 CFR 1024.220(a)(5), about the program conducted by the Fund in accordance with the CIP Regulations. (B) To assist the Fund in complying with the Customer Due Diligence Requirements for Financial Institutions promulgated by FinCEN (31 CFR § 1020.230) pursuant to the Bank Secrecy Act ("CDD Rule"), BNYM will maintain and implement written procedures that are reasonably designed to: (i) Obtain information of a nature and in a manner permitted or required by the CCD Rule in order to identify each natural person who is a "beneficial owner" (as that term is defined in the CDD Rule) of a legal entity at the time that such legal entity seeks to open an account as a shareholder of the Fund, unless that legal entity is excluded from the CDD Rule or an exemption provided for in the CDD Rule applies; and (ii) Verify the identity of each beneficial owner so identified according to risk based procedures to the extent reasonable and practicable, in accordance with the minimum requirements of the CDD Rule. (C) Nothing in Section (3) shall be construed to require BNYM to perform any course of conduct that is not required for Fund compliance with the CIP Regulations or CDD Rule, including by way of illustration not limitation the collection of Data Elements or verification of identity for individuals opening Fund accounts through financial intermediaries which use the facilities of the NSCC. (D) BNYM agrees to permit inspections relating to the CIP services provided hereunder by U.S. Federal departments or regulatory' agencies with appropriate jurisdiction and to make available to examiners from such departments or regulatory agencies such information and records relating to the CIP services provided hereunder as such examiners shall reasonably request.

  • Employer Identification Number The Administrator shall have and use its own Employer Identification Number for purposes of calculating payroll tax withholdings and providing reports state and federal tax authorities.

  • Customer Identification - USA Patriot Act Notice The Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56, signed into law October 26, 2001) (the “Act”), and the Lender’s policies and practices, the Lender is required to obtain, verify and record certain information and documentation that identifies the Borrower, which information includes the name and address of the Borrower and such other information that will allow the Lender to identify the Borrower in accordance with the Act.

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