Distribution Arrangement Sample Clauses

Distribution Arrangement. The Company and Purchaser acknowledge ------------------------ that an important consideration for the Company entering into this Agreement is the fact that the Purchaser, through its affiliated entities Marcus Cable and Charter Communications (the "Cable Companies"), operates cable systems that serve over 2 million cable subscribers and that such Cable Companies will provide an opportunity for the Company to establish a distribution or other relationship with them. Accordingly, after the consummation of the transactions contemplated by this Agreement, the Company shall promptly commence negotiations with the Cable Companies, and Purchaser shall cause the Cable Companies to commence such negotiations, with respect to the establishment of a distribution or other relationship to offer the Company's content to their subscribers. The parties will negotiate in good faith and use reasonable efforts to establish such distribution or other relationship, but neither Purchaser nor the Cable Companies, on the one hand, or the Company, on the other hand, shall have any legal obligation to the other if such a relationship is not established.
Sample 1Sample 2See All (4)
Distribution Arrangement. All decisions and actions with respect to a Piggyback Registration shall be entirely in the discretion of the Primary Seller, including but not limited to whether and when the offering is to be made pursuant to the registration; the selling price of the securities; the selection of the underwriters (provided that ServiceMaster shall be entitled to be consulted in this regard); arrangements with the underwriters and any changes in such arrangements; the postponement or withdrawal of any such offering; and the contents of the registration statement and the prospectus. If the Primary Seller shall make arrangements to sell such Seller's Voting Stock included in a Piggyback Registration to or through professional investment bankers, then such investment bankers shall be deemed the "Primary Underwriter" for such registration and ServiceMaster shall not be entitled to include any Voting Stock in such registration unless (i) ServiceMaster shall agree to sell such Voting Stock under arrangements essentially similar to the arrangements for the sale of the Primary Seller's Voting Stock or such other arrangements as shall be satisfactory to ServiceMaster and the Primary Seller and (ii) ServiceMaster shall supply all information, execute all underwriting agreements and other documents, and take all other actions which shall be reasonably required under the arrangements specified in clause (i), provided that ServiceMaster shall not be required to pay any expenses except as provided in Section 6. ServiceMaster shall not be entitled to include a class of Voting Stock in a registration which is not being sold by the Primary Seller if the Primary Underwriter concludes that inclusion of Voting Stock from a class not being sold by the Primary Seller would materially complicate or could materially delay the distribution (unless other Secondary Sellers are being allowed to include Voting Stock of such class).
Sample 1See All (4)
Distribution Arrangement. (a) Commencing April 1, 2004 (the "Effective Date"), UNFI shall be the primary wholesale distributor to WO of WO selected (i) specialty grocery items, (ii) natural and organic packaged grocery products, (iii) frozen products (including certain grocery and meat), (iv) bulk products, (v) vitamins, supplements, body care and other health and beauty aid products and (vi) dairy products (but excluding produce, meat, seafood, cheese, food service products, mercantile and other categories not specifically identified above) either (A) not purchased directly from manufacturers or (B) for which WO currently does not have an existing contractual obligation to purchase which continues after the Effective Date (the "Products"), for all WO Stores, and all such new Stores acquired or opened by WO during the Term, subject to the limitations set forth below. Produce and alcoholic beverages are not included in Products for the purposes of this Agreement.
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Distribution Arrangement. (a) The pricing terms set forth in this Agreement will remain in effect as long as WFM uses UNFI as its “Primary Distributor.” WFM is deemed to have used UNFI as its Primary Distributor if the following two conditions are met: (i) each WFM Region (excluding [*CONFIDENTIAL*] and all WFM Stores outside of the continental United States) purchases [*CONFIDENTIAL*] in Products per “WFM Fiscal Year” (as identified on Exhibit A) as were purchased in [*CONFIDENTIAL*]; and (ii) if [*CONFIDENTIAL*] of the aggregate dollar amount of Product purchases by all WFM Stores (excluding [*CONFIDENTIAL*] and all WFM Stores outside of the continental United States) from wholesale natural grocery distributors during a WFM Fiscal Year are made from UNFI Parties. Orders submitted to the UNFI Parties NOTE: A request for confidential treatment has been made with respect to the portions of the following document that are marked with [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC. for Products that are out of stock (“OOS”) will be included in the calculation as purchases from UNFI Parties for determining whether both (a)(i) and (a)(ii) have been satisfied. The following purchases by WFM Stores are not considered to be purchases from a wholesale natural grocery distributor and therefore will not be included in determining the dollar amount of WFM Store product purchases for purposes of this Section 3(a)(ii): (A) purchases by WFM Stores from WFM or any of its affiliates or subsidiaries (collectively, the “WFM Parties”), including, but not limited to, purchases from a WFM distribution center, (B) purchases by WFM Store from the manufacturer of a product, (C) purchases by WFM Stores from non natural grocery distributors including, but not limited to, broad-line food service distributors, non-food distributors and specialty distributors such as but not limited to cheese, produce, meat, seafood, or alcoholic beverages distributors. If at any time UNFI believes that WFM has not satisfied the conditions set forth in Section 3(a)(i) or 3(a)(ii), UNFI will notify WFM in writing. WFM will have 3 WFM Periods from receipt of such notice to adjust purchases to meet the requirements. If WFM fails to cure the noncompliance in 3 WFM Periods (calculated on a consecutive 13 WFM Period basis) from the receipt of notice, UNFI’s sole remedy will be to renegotiate the “Gross Profit Margin Percent” identified on Exhibit B. (b) UNFI agrees to (i) use commercially reasonable e...
Sample 1
Distribution Arrangement. During the term of Limited Partnership, after the payment of the Management Fee to the General Partner, the Preferred Limited Partner shall have the priority over the General Partner in respect of quarterly payments of fixed rate investment returns by the Limited Partnership. After the aforesaid payments, the Preferred Limited Partner shall have priority over the General Partner in respect of the repayment of paid-up capital of the Limited Partnership followed by the Subordinated Limited Partners including Xxxxxxxxx Xxxxxx in accordance with their respective capital contributions with remainder (if any) to the Subordinated Limited Partners. Under a separate letter of comfort given by the Company in favour of the Limited Partnership and ICBC, the Company will commit the agreed obligations of Zhongshan Yajing under the Limited Partnership Agreement.
Sample 1
Distribution Arrangement. 8.01. Commencing on the Effective Date, LICENSEE will sell LICENSOR the Licensed Products on the prices and terms per Schedule C. To the extent such sales are not from Inventory, LICENSEE shall be responsible to pay amounts charged by the manufacturers LICENSOR has procured to manufacture the Licensed Products. LICENSOR shall utilize its historical sales efforts, plus any new approaches approved by the parties, to market the Licensed Products. 8.02. LICENSOR may also market products, directly or through agents, distributors or subdistributors, in the Fields which are not Licensed Products, including products patented or controlled by third parties, or by LICENSEE (“Outside Products”), to customers and shall remit the Net Proceeds therefrom to LICENSOR for no additional consideration; provided, however, that for the purposes of this Section 8.02, the definition “Net Proceeds” shall include reductions for the cost of goods sold, marketing costs not described in Section 7.02.1 and commissions or fees paid to or on behalf of LICENSOR’S agents, distributors or subdistributors. 8.03. LICENSEE may retain other sales agents to sell the Licensed Products and/or Outside Products to customers. LICENSOR shall receive a commission (the “Override”) equal to ten percent (10%) of the gross proceeds therefrom. LICENSEE may utilize LICENSOR to process such sales on LICENSEE’S behalf. The Override shall be paid within thirty (30) days following LICENSEE’S receipt of payment from the customer giving rise to the Override and shall be accompanied by a report detailing the amount of Override. 8.04. Each party shall have the right, one (1) time per year, to review the books and records of the other party to confirm the accuracy of the sales reported and the payment of any amounts remitted pursuant to this Section 8.00.
Sample 1
Distribution Arrangement. (a) Commencing September 1, 2002 (the "Commencement Date"), TOL shall be the primary wholesale distributor to WO of (i) specialty grocery items, (ii) natural and organic packaged grocery products, (iii) frozen products, (iv) bulk products, (v) fitness, vitamins, supplements, body care and other health and beauty aid products and (vi) selected dairy products (but excluding produce, meat, seafood, cheese, food service products, mercantile and other categories not specifically identified above) either (A) not purchased directly from manufacturers or (B) for which WO currently does not have an existing contractual obligation to purchase which continues after the Commencement Date (the "Products"), which contracts are set forth on Exhibit A attached to and made a part of this Agreement, for all WO Stores, and all such new Stores acquired or opened by WO during the Term, subject to the limitations set forth below. Upon expiration of the then current term of any and all existing contracts listed on Exhibit A to this Agreement, WO shall not renew or extend the same during the Term. ____________________ (1) Confidential Treatment has been requested for the redacted portion. The confidential, redacted portions have been filed separately with the SEC.
Sample 1

Related to Distribution Arrangement

  • Distribution Arrangements Subject to compliance with the 1940 Act, the Trustees may retain underwriters and/or placement agents to sell Trust Shares. The Trustees may in their discretion from time to time enter into one or more contracts, providing for the sale of the Shares of the Trust, whereby the Trust may either agree to sell such Shares to the other party to the contract or appoint such other party its sales agent for such Shares. In either case, the contract shall be on such terms and conditions as the Trustees may in their discretion determine not inconsistent with the provisions of this Article IV or the By-Laws; and such contract may also provide for the repurchase or sale of Shares of the Trust by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with persons who are not registered securities dealers to further the purposes of the distribution or repurchase of the Shares of the Trust.

  • Multi-Class Distribution Arrangements You understand and acknowledge that the Funds may offer Shares in multiple classes, and you represent and warrant that you have established compliance procedures designed to ensure that your customers are made aware of the terms of each available class of Fund Shares, to ensure that each customer is offered only Shares that are suitable investments for him or her, to ensure that each customer is availed of the opportunity to obtain sales charge break points as detailed in the Prospectus, and to ensure proper supervision of your representatives in recommending and offering the Shares of multiple classes to your customers.

  • Distribution Plans You shall also be entitled to compensation for your services as provided in any Distribution Plan adopted as to any series and class of any Fund’s Shares pursuant to Rule 12b-1 under the 1940 Act. The compensation provided in any such Distribution Plan (a “12b-1 Plan”) may be divided into a distribution fee and a service fee, as set forth in such Plan and the Fund’s then current prospectus and statement of additional information (“SAI”), each of which is compensation for different services to be rendered to the Fund. Subject to the termination provisions in a 12b-1 Plan, any distribution fee with respect to the sale of a Share subject to such Plan shall be earned when such Share is sold and shall be payable from time to time as provided in the 12b-1 Plan. The distribution fee payable to you as provided in any 12b-1 Plan shall be payable without offset, defense or counterclaim (it being understood by the parties hereto that nothing in this sentence shall be deemed a waiver by the Fund of any claim the Fund may have against you).

  • Distribution Agreements Subject to compliance with applicable provisions of the 1940 Act, the Board of Trustees may enter into a contract or contracts with one or more Persons to act as underwriters and/or placement agents whereby the Trust may either agree to sell Shares of the Trust, any Series or Class to the other party or parties to the contract or appoint such other party or parties its sales agent or agents for such Shares. In either case, the contract shall be on such terms and conditions as the Board of Trustees may in its discretion determine, not inconsistent with the provisions of this Section 5.12 or the By-laws; and such contract may also provide for the repurchase or sale of Shares of the Trust, any Series or Class by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with Persons who are not registered securities dealers to further the purposes of the distribution or repurchase of such Shares.

  • Implementation Arrangements Institutional Arrangements

  • PAYMENT ARRANGEMENTS 4.1 A pre-financing payment shall be made to the participant no later than (whichever comes first): 30 calendar days after the signature of the agreement by both parties the start date of the mobility period [optional: or upon receipt of confirmation of arrival by the beneficiary] representing [between 70% and 100%] of the amount specified in Article 3. In case the participant did not provide the supporting documents in time, according to the sending institution's timeline, a later payment of the pre-financing can be exceptionally accepted. 4.2 If the payment under article 4.1 is lower than 100% of the financial support, the submission of the online EU survey shall be considered as the participant's request for payment of the balance of the financial support. The institution shall have 45 calendar days to make the balance payment or to issue a recovery order in case a reimbursement is due.

  • Tax Arrangements 47.1 Where the Contractor is liable to be taxed in the UK in respect of consideration received under this contract, it shall at all times comply with the Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (ITEPA) and all other statutes and regulations relating to income tax in respect of that consideration. 47.2 Where the Contractor is liable to National Insurance Contributions (NICs) in respect of consideration received under this Framework Agreement, it shall at all times comply with the Social Security Contributions and Benefits Xxx 0000 (SSCBA) and all other statutes and regulations relating to NICs in respect of that consideration. 47.3 The Authority may, at any time during the term of this Framework Agreement, request the Contractor to provide information which demonstrates how the Contractor complies with sub-clauses 47.1 and 47.2 above or why those clauses do not apply to it. 47.4 A request under sub-clause 47.3 above may specify the information which the Contractor must provide and the period within which that information must be provided.

  • Unbundled Sub-Loop Distribution Voice Grade (USLD-VG) is a copper sub- loop facility from the cross-box in the field up to and including the point of demarcation at the End User’s premises and may have load coils.

  • Distribution of Contract Within forty-five (45) days after the execution of this contract, the District shall print or duplicate and provide without charge a copy of this contract to every employee in the bargaining unit, plus ten (10)

  • Distribution Agreement This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company. The transactions contemplated by this Agreement have been duly authorized by the Company.