Distribution Partners Sample Clauses

The 'Distribution Partners' clause defines the parties authorized to distribute a product or service on behalf of the company. It typically outlines the criteria for selecting distribution partners, the scope of their distribution rights, and any obligations or restrictions placed upon them, such as geographic territories or sales channels. By clearly identifying who may act as a distributor and under what conditions, this clause helps prevent unauthorized distribution and ensures that the company's products reach the market through approved and controlled channels.
Distribution Partners. Commencing on the Effective Date, neither --------------------- party shall enter into any agreement, arrangement or understanding with any [*****] distribution partner (collectively, "Distribution Partners") for the --------------------- distribution of either the XM Radio System or Sirius Radio System that [*****]. In addition, commencing on the Effective Date neither party shall enter into any agreement, arrangement or understanding which [*****].
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Distribution Partners. DISH may, in the ordinary course of its business and subject to Section 2.4, use agents, retailers, distributors and dealers to directly or indirectly market, sell and solicit orders for the Service under brands owned by DISH or its wholly owned affiliates to End Users, provided that the End Users’ Service contract and relationship is with DISH or its wholly owned affiliates (“Distribution Partners”). DISH is fully responsible for all acts and omissions of its Distribution Partners and will require that Distribution Partners adhere to all terms and conditions of this Agreement. Acts or omissions of any Distribution Partner will be deemed acts or omissions of DISH for purposes of determining whether there has been a breach of this Agreement.
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Distribution Partners. Apps Club enters into this Agreement on behalf of itself and its billing service providers, advertising service providers, and distribution partners , original equipment manufacturers, mobile network operators, and authorized sales agents (“Partners”). Apps Club may assign and/or sub-license any of the foregoing rights to its Partners subject to this Agreement and to the limited extent necessary to distribute Content via the Channels in cooperation with such Partners. Content Provider acknowledges and agrees that Apps Club’s Partners are express intended third-party beneficiaries of this Agreement.
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Distribution Partners. In accordance with the terms set forth in Section 2.3, UGS may permit its Distribution Partners to reproduce and disseminate copies of materials produced by UGS.
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Distribution Partners. (a) Company may distribute the Products through the Company Partners that make up the Company Network. Company will disclose to Microsoft, each calendar quarter during the Term and upon Microsoft’s request, all Company Partners that make up the Company Network. Such disclosure will be deemed Company’s Confidential Information as that term is defined in the NDA, and will be provided only to those Microsoft quality team personnel who need such information. (b) If any Company Partner or related traffic: (i) violates Guidelines; (ii) violates law with respect to the Products or their distribution; (iii) is engaged in or derived from fraudulent practices; or (iv) [***], then Company will ensure that the Company Partner removes the Bing Search Service and Redirect functionality from those Products (including affected bundled Products) within [***] business days of receipt of written notice from Microsoft. If a violation in [***] is remedied within [***] business days of such notice, then Company may retain or otherwise reinstate the Bing Search Service and Redirect functionality on those Products. By way of clarification and not limitation, [***]. A written notice, delivered by fax as outlined in Section 12.1, given by Microsoft in accordance with subsections (i) through (iii) above is [***] subject to the terms of Section 4.6.5(c) below. (c) In the event that [***], subject to having first engaged in the dispute resolution process in Section 11.1. If the Parties fail to reach a mutually agreeable remedy during the aforementioned dispute resolution process, then Company agrees that subject to Section 9.1(d)-(e) (Indemnification), Microsoft’s, sole remedy[***]. On 1st January each year during the Term, [***]. (d) Company, its Affiliates and their Company Partners must not sub-syndicate or otherwise distribute Products incorporating the Bing Search Service Redirect functionality through any means to any search distribution entity including without limitation those companies operating the [***] branded search distribution services. (e) Company must not directly or indirectly offer the Redirect functionality to [***]. (f) During the Term, Microsoft will not actively solicit a commercial relationship to provide the Bing Search Service to any suspended partner directly nor shall it expressly permit any third party to do so.
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Distribution Partners. Since December 31, 2016, (i) none of the fifteen largest distribution partners to the Company and its Subsidiaries, determined on the basis of Adjusted Operating Revenue (as contemplated by the relevant annual or quarterly reports of the Company pursuant to Section 13 or 15(d) of the Exchange Act, in each case filed with the SEC and publicly available on or before the day that is two Business Days prior to the date hereof), taken as a whole, during the twelve-month period ended on December 31, 2016 or the twelve-month period ended on September 30, 2017 (each, a “Significant Distribution Partner”) has suspended, terminated or materially reduced its relationship with the Company or its Subsidiaries or changed the terms and conditions on which it conducts business with the Company or its Subsidiaries, in any material respect (or, to the Company’s Knowledge, indicated an intention to do any of the foregoing), and (ii) neither the Company nor any of its Subsidiaries are currently engaging or have engaged in a material dispute with a Significant Distribution Partner.
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Distribution Partners. (a) Company may distribute the Products through the Company Partners that make up the Company Network. Company will disclose to Microsoft, [******] during the Term and Tail Period and upon Microsoft’s request, all Company Partners that make up the Company Network. Such disclosure will be deemed Company’s Confidential Information as that term is defined in the NDA. (b) If any Company Partner or related traffic: (i) [******]; (ii) violates law with respect to the Products or their distribution; (iii) is engaged in or derived from fraudulent practices; or (iv) has [******], then Company will ensure that the Company Partner removes the Bing Search Service and Redirect functionality from those Products ([******]) within [******] of receipt of a Violation Notice from Microsoft, which Microsoft will provide to Company using commercially reasonable efforts. [******]. By way of clarification and not limitation, [******]. (c) In the event that [******]. On 1st January each year during the Term, [******]. (d) Company, its Affiliates and Company Partners must not sub-syndicate or otherwise distribute Products incorporating the Bing Search Service Redirect functionality through any means to any search distribution companies including [******]. (e) Company must not directly or indirectly offer the Redirect functionality to [******]. (f) During the Term and the Tail Period, neither Company nor Microsoft will actively solicit a commercial relationship to provide the Bing Search Service to any suspended partner directly nor shall it expressly permit any third party to do so. (g) Company and its Affiliates must not take any action that directs or otherwise moves traffic from any Company or Company Partners [******].
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Distribution Partners. Opera enters into this Agreement on behalf of itself and its billing service providers, advertising service providers, and distribution partners, including Opera Software ASA, original equipment manufacturers, mobile network operators, and authorized sales agents (“Partners”). Opera may assign and/or sub-license any of the foregoing rights to its Partners subject to this Agreement and to the limited extent necessary to distribute Content via the Channels in cooperation with such Partners. Content Provider acknowledges and agrees that Opera’s Partners are express intended third-party beneficiaries of this Agreement.
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Distribution Partners. Subject to the terms and conditions of this Agreement (including, without limitation, Section 1(b)), DISH may use dealers and distributors directly or indirectly to market, sell and solicit orders for the Service to End Users and potential End Users in the Covered Territory (any such Person a “Distribution Partner”). [***].
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Related to Distribution Partners

  • Residual Distributions If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Issuer shall be entitled to receive all remaining assets of the Issuer (or proceeds thereof) according to their respective rights and preferences.

  • Operating Distributions Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

  • 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).

  • Distributions, Etc a. Following receipt by the Down REIT Sub of written notice (which notice shall specifically reference this Section 5 of this Agreement) from Lender that a Default has occurred and is continuing (a “Default Notice”): (i) upon the written instruction of Lender and until instructions to the contrary are received from Lender, the Down REIT Sub shall remit to Lender all cash distributions otherwise payable to Pledgor in respect of the Pledged Units, and HCPI shall remit to Lender all cash dividends otherwise payable to Pledgor in respect of the Pledged Shares, of any nature, and (ii) upon the written instruction of Lender and until instructions to the contrary are received from Lender, all rights of Pledgor to exercise the voting or other consensual rights that Pledgor would otherwise be entitled to exercise in respect of the Collateral shall cease, and all such rights (and any other rights Pledgor may have in respect of the Collateral) shall thereupon become vested in Lender, which shall have the sole right to exercise such rights, until further notice from Lender. With respect to cash distributions payable during such time as no event of Default is occurring, each Pledgor hereby directs the Down REIT Sub and/or HCPI, as the case may be, and the Down REIT Sub and/or HCPI, as the case may be, agrees to deposit any and all such dividends and distributions in the following account as set forth in Section 3.1. of the Loan Agreement: 43JO7293. Any amounts paid to the Lender or its designee as contemplated by the terms of the foregoing shall be treated as amounts paid or distributed to Pledgor for all purposes of the LLC Agreement, or other agreement pursuant to which the payment or distribution is made or is required to be made and shall be deemed to satisfy the obligations of the Down REIT Sub or HCPI to make such payment thereunder. Each Pledgor hereby agrees that neither the Down REIT Sub nor HCPI shall be deemed to be in breach of its obligations under, or in violation of the provisions of, any such agreement by virtue of having made such payments in the foregoing manner. b. From and after the date of this Agreement, and whether or not a Default has occurred and is continuing, if Pledgor shall become entitled to receive, in connection with any of the Collateral, any: i. LLC Units or stock certificates (including, without limitation, stock certificates relating to the Pledged Shares), including, without limitation, any certificates (1) issued in respect of additional properties contributed by such Pledgor to the Down REIT Sub, or (2) representing a dividend or distribution or issued in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares or partnership units, stock or partnership units split, spin-off, or split-off; ii. Options, warrants, rights or other securities or instruments, whether as an addition to, or in substitution or in exchange for, any of the Collateral, or otherwise; iii. Dividends or distributions payable in property other than cash, including securities issued by other than the issuer of any of the Collateral; or iv. Any sums paid in redemption of any of the Collateral, then HCPI shall deliver the same to Lender, to be held by Lender as part of the Collateral. Any amounts paid to the Lender or its designee as contemplated by the terms of the foregoing shall be treated as amounts paid or distributed to Pledgor for all purposes of the LLC Agreement, or other agreement pursuant to which the payment or distribution is made or is required to be made and shall be deemed to satisfy the obligations of the Down REIT Sub or HCPI to make such payment thereunder. Each Pledgor hereby agrees that neither the Down REIT Sub nor HCPI shall be deemed to be in breach of its obligations under, or in violation of the provisions of, any such agreement by virtue of having made such payments in the foregoing manner.