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: 4.1.1. ▇▇▇ and KO, subject to the penultimate 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 ▇▇▇ 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) ▇▇▇ may decide to have KO Distributors distribute Products in any additional territory/ies in the Territory, in which event ▇▇▇ will deliver written notice (the “▇▇▇ Designation Notice”) to KO designating the specific Sub-Territory/ies in which ▇▇▇ desires KO Distributors to distribute the Products and/or (ii) KO may determine, in consultation with ▇▇▇, 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 ▇▇▇ Designation Notice, the “Designation Notice”) to ▇▇▇ designating such Applicable Sub-Territory/ies. Within seven (7) days of its receipt of the ▇▇▇ Designation Notice or delivery of the KO Designation Notice, KO will deliver written notice (the “Identification Notice”) to ▇▇▇ 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 ▇▇▇ (provided that KO shall not be required to deliver information that KO is obligated to keep confidential). In the event that KO fails to deliver an Identification Notice in accordance with this Section 4.1.1 within the prescribed period and does not cure such failure within seven (7) days written notice thereof, such failure shall be deemed to be a failure to deliver a Distribution Commitment (as defined below) with respect to the applicable Sub-Territory/ies. (b) ▇▇▇ 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 ▇▇▇, a New D...

Designation and Identification. Within thirty (30) days of the Effective Date, and thereafter at any time required under this Agreement or that ▇▇▇▇▇▇ desires to have AB Distributors distribute Products in additional territories or distribute more Products in any particular territory/ies, ▇▇▇▇▇▇ will deliver written notice (the “Designation Notice”) to AB designating: (a) the specific territories in which ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇, as the case may be, to reflect substantially the termination fees payable by ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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.