Distribution and Sale Sample Clauses

Distribution and Sale. CMH shall be responsible for all costs associated with the promotion, marketing, distribution and sale of the APIC System in the Territory, including, without limitation, taxes, imposts, charges and assessments levied by any Governmental Authority in connection with the purchase and sale of the APIC System in the Territory or any other administrative expenses.
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Distribution and Sale. Astaria shall be responsible for all costs associated with the promotion, marketing, distribution and sale of the APIC System in the Territory, including, without limitation, taxes, imposts, charges and assessments levied by any Governmental Authority in connection with the purchase and sale of the APIC System in the Territory or any other administrative expenses.
Sample 1
Distribution and Sale. Notwithstanding anything to the contrary contained in this Agreement, Distributor shall distribute and sell the Products solely to Authorized Retailers within the Territory, and Licensor’s Foreign Licensees within the Territory, if any.
Sample 1
Distribution and Sale. 23.1 The Company shall actively market, promote and distribute the imported CRM Products of Sorin and locally manufactured CRM Products of the Company. The Company shall set up a competitive marketing, sales and after-sale service system in order to meet the market demand and to promote sales of the Sorin's and the Company's CRM Products 23.2 The Company shall leverage existing commercial and distribution channels of MicroPort's EP and DES product lines if suitable. MicroPort undertakes to make MicroPort's distribution network accessible to the Company at no costs for the Company by introducing existing and future dealers of MicroPort or of its Affiliates and exert its utmost reasonable efforts to cause such dealers to conclude dealership agreements with the Company on most preferential terms and conditions to the Company, assist the Company with opening up and maintaining sales channels, identifying suitable distributors, assist the Company In negotiating and concluding contracts with such distributors and in promoting the CRM Products of Sorin and the Company so as to procure the Company may realize the budgeted sales targets as set forth in the Company business plans. 23.3 The Company shall sign or have signed a separate Sorin Exclusive Distribution Agreement with Sorin Group Italia Sri. for the Company's distribution of the imported Sorin's products in the Territory which shall be renewed periodically. 23.4 The Company shall sign or have signed a separate MicroPort Exclusive Master Distribution Agreement with MicroPort for MicroPort's sales of products imported, assembled or developed by the Company.
Sample 1
Distribution and Sale. The Distributor shall carry out the distribution of the Lacoste Watches in the Territory exclusively through : a) the members of the Lacoste Watches Selective Distribution System, through Approved Watches Retailers selected in the Territory and to which, whenever possible, it shall be contractually linked; and b) the members of the "Lacoste Boutiques and Lacoste Corners" Selective Distribution System, subject to the terms and conditions set forth in Article 11.2 hereinafter.
Sample 1
Distribution and Sale. ARTICLE 12 - END-OF-SEASON GOODS ARTICLE 13 - PROMOTION AND ADVERTISING ARTICLE 14 - MINIMUM PURCHASE REQUIREMENTS ARTICLE 15 - TERMINATION ARTICLE 16 - PROVISIONS AT THE EXPIRY OF THIS AGREEMENT ARTICLE 17 - FORCE MAJEURE ARTICLE 18 - ASSIGNMENT ARTICLE 19 - INSURANCE ARTICLE 20 - CAPACITY OF THE PARTIES ARTICLE 21 - CONFIDENTIALITY ARTICLE 22 - LEGAL AND ETHICAL REQUIREMENT ARTICLE 23 - AMENDMENT AND CANCELLATION OF THE AGREEMENT ARTICLE 24 - MISCELLANEOUS ARTICLE 25 - GOVERNING LAW – JURISDICTION
Sample 1
Distribution and Sale. A2Mcyte shall be responsible for all costs associated with the promotion, marketing, distribution and sale of the APIC System in the Territory, including, without limitation, taxes, imposts, charges and assessments levied by any Governmental Authority in connection with the purchase and sale of the APIC System in the Territory or any other administrative expenses.
Sample 1
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Distribution and Sale. Notwithstanding anything to the contrary contained in this Agreement, Distributor shall distribute and sell the Products solely to Authorized Retailers within the Territory, and Licensor’s Foreign Licensees within the Territory, if any. 2.5 Licensor’s Foreign Licensees in the Territory. Distributor shall sell Licensed Articles to Licensor’s Foreign Licensees at a price to be negotiated by the parties but which shall not exceed the most favorable price offered for Licensed Articles (including any trade discount(s) or other discounts or gross margin percentage equivalent benefit) in the Territory, and shall use reasonable commercial best efforts to communicate with Licensor’s Foreign Licensees with respect to marketing and distribution programs in their respective territories. Distributor agrees that, with respect to sales of Licensed Articles outside the United States, sales priority will be given to those (i) Nine West Retail Stores owned or operated by Licensor’s Foreign Licensees in the Territory and (ii) department store customers of Licensor’s Foreign Licensees set forth in Schedule D, annexed hereto. Distributor further agrees that it will use its best efforts to fully communicate with the Licensor’s Foreign Licensees in connection with Distributor’s activities in the Territory. Authorization for Distributor to make sales to additional accounts in the Territory shall be requested by Distributor in advance and subject to the prior written approval of Licensor.
Sample 1

Related to Distribution and Sale

  • LIQUIDATION AND DISTRIBUTION On or as soon after the Closing Date as is conveniently practicable: (a) the Acquired Fund will distribute in complete liquidation of the Acquired Fund, pro rata to its shareholders of record, determined as of the close of business on the Closing Date (the "Acquired Fund Shareholders"), all of the Acquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1; and (b) the Acquired Fund will thereupon proceed to dissolve and terminate as set forth in paragraph 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Acquired Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Acquired Fund (the "Acquired Fund Shares") will simultaneously be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. After the Closing Date, the Acquired Fund shall not conduct any business except in connection with its termination.

  • Merger, Consolidation and Sale of Assets Not Liquidation For purposes of this Section 4, the merger or consolidation of the Issuer with any other corporation or other entity, including a merger or consolidation in which the holders of Designated Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Issuer, shall not constitute a liquidation, dissolution or winding up of the Issuer.

  • DISSOLUTION, LIQUIDATION AND MERGER 49 Section 9.1. Dissolution upon Expiration Date......................................................49 Section 9.2.

  • Deemed Contribution and Distribution Notwithstanding any other provision of this Article 13, in the event that the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Partnership’s Property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged and the Partnership’s affairs shall not be wound up. Instead, for federal income tax purposes the Partnership shall be deemed to have contributed all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership; and immediately thereafter, distributed Partnership Units to the Partners in the new partnership in accordance with their respective Capital Accounts in liquidation of the Partnership, and the new partnership is deemed to continue the business of the Partnership. Nothing in this Section 13.3 shall be deemed to have constituted a Transfer to an Assignee as a Substituted Limited Partner without compliance with the provisions of Section 11.4 or Section 13.3 hereof.

  • Merger, Consolidation and Sale of Assets Except as provided in Section 11.7, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by two- thirds of the Trustees and approved by a Majority Shareholder Vote and any such merger, consolidation, sale, lease or exchange shall be determined for all purposes to have been accomplished under and pursuant to the statutes of the State of Delaware.

  • Authorization and Sale of the Shares Subject to the terms and conditions of this Agreement, the Company has authorized the sale of the Shares.

  • Dissolution and Winding Up The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

  • Deemed Distribution and Recontribution Notwithstanding any other provision of this Article 13, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership's property shall not be liquidated, the Partnership's liabilities shall not be paid or discharged, and the Partnership's affairs shall not be wound up. Instead, the Partnership shall be deemed to have distributed the Partnership property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership property in kind to the Partnership, which shall be deemed to have assumed and taken such property subject to all such liabilities.

  • Dissolution and Liquidation (Check One)

  • Liquidation and Distribution of Assets Upon the dissolution of the Company, the Member, or court-appointed trustee, if there is no remaining Member, shall take full account of the Company’s liabilities and assets, and such assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. During the period of liquidation, the business and affairs of the Company shall continue to be governed by the provisions of this Agreement, with the management of the Company continuing as provided in Section 5 hereof. The proceeds from liquidation of the Company’s property, to the extent sufficient therefore, shall be applied and distributed in the following order: (i) To the payment and discharge of all of the Company’s debts and liabilities, including those to the Member as a creditor, to the extent permitted by law, and the establishment of any necessary reserves; (ii) To the Member in satisfaction of any Member Loans which have not been satisfied pursuant to Section 7.2(b)(i); and (iii) To the Member in accordance with Section 3.

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