Distribution Obligations. (a) The Underwriters shall, and shall use commercially reasonable efforts to require any investment dealer (other than the Underwriters) with which the Underwriters have a contractual relationship in respect of the distribution of the Offered Units (each, a “Selling Firm”) to agree to, comply with the Applicable Securities Laws in connection with the distribution thereof and shall offer the Offered Units for sale to the public only in the Selling Jurisdictions where they may lawfully be offered for sale directly and through Selling Firms upon the terms and conditions set out in the Prospectus and this Agreement. The Underwriters shall, and shall use commercially reasonable efforts to require any Selling Firm to agree to, offer for sale to the public and sell the Offered Units only in those jurisdictions that comply with Section 2 and where they may be lawfully offered for sale or sold and shall seek the prior consent of the Company, such consent not to be unreasonably withheld, regarding the jurisdictions other than the Qualifying Jurisdictions and the United States where the Offered Units are to be offered and sold, provided that such offer and sale will not require the Company to comply with the registration, prospectus, filing or continuous disclosure or other similar requirements under the Applicable Laws of such other jurisdiction or pay any additional governmental filing fees which relate to such other jurisdictions. The Underwriters shall use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Units as soon as reasonably practicable but in any event no later than 42 days after the date of the Final Receipt; and (ii) as soon as practicable after the completion of the distribution of the Offered Units, and in any event within 30 days after the later of the Closing Date or the last Option Closing Date and provide the Company with a breakdown of the number of Offered Units distributed in the Qualifying Jurisdictions and in any other Selling Jurisdictions.
Distribution Obligations. From and after the Effective Time (as hereinafter defined), if any Operating Partnership does not have sufficient cash available to make its quarterly Common OP Distributions in an amount equal to either (i) a specified distribution as set forth in the applicable Operating Agreement with respect to the holder of such Common OP Unit or (ii) the cash dividend payable with respect to a whole or fractional share of LXP common shares into which such Common OP Unit would be converted if such Common OP Unit would be redeemed for LXP common shares, as set forth in the applicable Operating Agreement, then LXP and the other Operating Partnerships hereby jointly and severally undertake to fund such Operating Partnership with, as applicable, the difference between (x) the lesser of the amount set forth in the foregoing clause (i) or (ii) and (y) the amount of cash available to such Operating Partnership for distribution (the “Shortfall”), subject to the terms and conditions set forth herein.
Distribution Obligations. (a) The Underwriters shall, and shall use commercially reasonable efforts to require any investment dealer (other than the Underwriters) with which the Underwriters have a contractual relationship in respect of the distribution of the Offered Shares (each, a “Selling Firm”) to agree to, comply with the Securities Laws in connection with the distribution thereof and shall offer the Offered Shares for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectus and this Agreement. The Underwriters shall, and shall use commercially reasonable efforts to require any Selling Firm to agree to, offer for sale to the public and sell the Offered Shares only in those jurisdictions that comply with Section 2 and where they may be lawfully offered for sale or sold and shall seek the prior consent of the Company, such consent not to be unreasonably withheld, regarding the jurisdictions other than the Qualifying Jurisdictions and the United States where the Offered Shares are to be offered and sold. The Underwriters shall use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Shares as soon as reasonably practicable but in any event no later than 42 days after the date of the Final Receipt and to notify the Company thereof.
Distribution Obligations. Distributor shall comply with all Applicable Laws and act in a manner consistent with industry practices as a pharmaceutical distributor, including: (a) store, handle and distribute its inventory of the Products in clean and sanitary conditions as required to maintain the quality and traceability of the Products, and in accordance with the labeling for the Products; (b) not alter the Products in any manner; (c) comply with the Act and all other applicable federal, state and local food, health and other relevant laws and regulations within the Territory in connection with its distribution and sale of the Products; and (d) not promote or market the Products in any manner which is inconsistent with the labeling of the Products or applicable laws and regulations (including without limitation, 21 CFR Section 201), or otherwise make any false or misleading representations to customers or others regarding the Products.
Distribution Obligations. In fulfillment of its obligations under this Agreement, commencing on the Commencement Date and continuing during the Term, Prometheus will:
Distribution Obligations. Prior to initiating commercialization of the Development Products and Readers, the Parties shall establish the duties of each with respect to providing technical/customer support for the Development Products and the Readers. Each of NANOGEN and PBM shall use commercially reasonable efforts, and require its subdistributors to use commercially reasonable efforts to promote, market distribute, sell and provide technical/customer support for the Development Products and the Reader in the territories in which they sell Development Products and Readers.
Distribution Obligations. (a) Licensor acknowledges that Applicable Law requires a third party to transport and distribute the Licensed Products (the “Distributor”) on behalf of Licensee in the Distribution Territory. Licensor hereby authorizes Licensee to appoint a Distributor, in its sole discretion, as its authorized Distributor of the Licensed Products in the Distribution Territory. Licensor accepts Licensee’s appointment and Licensee agrees that it shall appoint a Distributor that shall be licensed under Applicable Law to act in such capacity as described in this Agreement. Notwithstanding anything to the contrary, all of Licensee’s warranties, representations and covenants hereunder shall apply to the acts and omissions of the Distributor and Licensee shall remain primarily liable hereunder for any acts and omissions the Distributor as if committed by Licensee.
Distribution Obligations. Polaris shall use its best efforts to ------------------------ commercialize the Polaris Vehicle on a worldwide basis and will at all times maintain an adequate, trained sales and support staff to promote the Polaris Vehicle and Work Tools. At least 30 days prior to January 1 of the applicable year, Polaris will provide ASV an annual marketing plan for the Polaris Vehicle and Work Tools for ASV's review and comment.
Distribution Obligations. Licensee shall have the right to distribute the Title in all customary and standard channels of distribution, including, but not limited to, trade, retail, rental outlets, online, digitally, and mobile (“on” and “off” deck). Should Licensee enter into a bundle/OEM arrangement or non-traditional distribution deal for the Title for which Licensee receives financial remuneration, Platinum shall receive 8% of net licensing fees received by, accruing or credited to Licensee for Bundles, and 8% net licensing fees received by, accruing or credited to Licensee for OEMs. "Net licensing fees" shall mean gross revenue from any such transaction less only refunds Licensee is required to make to its licensee but in no event will Licensee deduct any administration or agency fees. In connection with Licensee's distribution rights, it shall comply with the following:
Distribution Obligations. (a) Gilead shall have the sole responsibility and right to fill orders with respect to the Combination Product on behalf of the JV. If for any reason BMS receives sales orders for the Combination Product, it shall promptly forward such order to Gilead. An order for the Combination Product may be rejected by Gilead only if such rejection is commercially reasonable under the circumstances. The JCC shall determine how the JV shall respond to requests from individual patients who have or may obtain prescriptions for the Combination Product but may be unable to afford it, and from health care providers on behalf of such patients, including, without limitation, establishing appropriate procedures and response times that shall apply in responding to such requests; provided, however, that the JCC shall structure the applicable program in a manner that will make evident to such health care providers and patients the participation of the JV (and, as appropriate, each of its Member Parties) in such program and shall ensure that the procedures and response times are no less favorable to patients than the most favorable of either Member Party’s patient assistance programs for its Single Agent Product(s) and/or Double Agent Product as of the Effective Date. The JCC shall review the arrangements for the patient assistance program annually and agree upon appropriate changes. Each Member Party may propose interim changes with respect thereto from time to time between such reviews, which changes the JCC shall adopt if failure to do so would be likely to have a material adverse effect on the Combination Product business.
