Distribution Terms a) Franchise Partners may generally choose their distribution ter- ritory at their discretion in all countries opened up by Juice PLUS+, provided that Juice PLUS+ has officially launched its products in these territories. The countries and the documents related to them are published on Virtual Office. In the case of international customer contacts, the documents and forms available for the respective countries are to be used.
b) For the distribution of products the Franchise Partner must ensure that the presentation of the products is adequate for dietetic products and dietary supplements, also through using health experts. If a form of distribution does not offer customer advice or is inadequate for the image of the products, it is not suitable for this purpose. This applies in particular to the sale on weekly markets, bazaars and Internet auctions (e. g. eBay). In order to protect its franchise system, in case of contraven- tion Juice PLUS+ reserves the right to terminate the contractu- al relationship with immediate effect.
c) Spouses, life partners and other family members living in the same household may only be active as Franchise Partners with- in one and the same distribution group/downline.
Distribution Terms. (i) Commencing from and including the applicable date of issuance of Preferred Units, which may be issued in one or more tranches (each such date, a “Date of Issuance”), distributions (the “Distributions”) on each Preferred Unit shall be payable monthly in arrears, in an amount equal to 9.0% per annum of the Liquidation Amount (as defined below) (the “Pay Rate”), until the redemption or repurchase of such Preferred Units in accordance with Sections 5 or 6, as the case may be (each such period a “Distribution Period”).
(ii) Distributions on the Preferred Units shall be cumulative from the applicable Date of Issuance at the Pay Rate, and shall be declared and payable monthly in arrears on the 1st day of each month of each year or, if not a business day, the next succeeding business day, commencing on July 1, 2017 (each, a “Distribution Payment Date”), and will be computed on the basis of a 360-day year and the actual number of days in the applicable period. Distributions will be payable to holders of record as they appear in the records of the Partnership at the close of business on the applicable record date by wire transfer pursuant to wire instructions provided by such holders. The record date shall be the last calendar day of the month immediately preceding each Distribution Payment Date (each, a “Distribution Payment Record Date”).
(iii) Distributions on the Preferred Units shall accumulate at the Pay Rate, whether or not, in any Distribution Period, the Partnership has earnings, whether or not such Distribution shall be authorized and declared and whether or not there shall be funds of the Partnership legally available for payment of such Distributions. If on any Distribution Payment Date the Partnership shall not be permitted under Delaware law to pay all or a portion of any such Distributions, the Partnership shall take such action as may be lawfully permitted in order to enable the Partnership, to the extent permitted by Delaware law, to lawfully to pay such Distributions. Accumulated but unpaid Distributions, if any, on the Preferred Units, will accrue at the Pay Rate.
Distribution Terms a. EPMD shall have, and Biosense hereby grants to EPMD, the right to distribute (and to perform any required installation of) the Interface Kit throughout the world. EPMD shall have the sole and exclusive right to determine the price charged for the Interface Kit. EPMD shall have the right to distribute the Interface Kit through distributors and sub-distributors, provided, with respect to any country, such distributors or sub-distributors shall not include third parties that sell in such country mapping systems competitive with Biosense mapping systems such as Medtronic (LocaLisa) and St. Jude (EnSite and NavX). Distributors or sub-distributors that distribute the Boston Scientific (RPM) system are acceptable. The terms of any agreement concerning the distribution of the Interface Kit will be between the End User and EPMD or its distributor or sub-distributor and shall not create any contractual obligations between Biosense and the End User. EPMD shall have the sole right to set the terms of the agreement it reaches with End Users. EPMD may distribute the Interface Kit to End Users, subsidiaries, and distributors only and may not delegate, sublicense, assign or otherwise sell its right to distribute the Interface Kit to any other person or entity without the written consent of Biosense. EPMD shall be responsible for the development, assembly, packaging and maintenance of the Interface Kit. EPMD shall sell a minimum of 15 Interface Kits per year.
b. The parties understand that this Agreement affects only the distribution of the Interface Kit and the components thereof and does not create or bestow any distribution or other rights with respect to the WorkMate System, Biosense Module or the CARTO™ XP System. EPMD will be the party responsible for the distribution of its WorkMate System, including any related software, and Biosense will be the party responsible for the distribution its Biosense Module and CARTO™ XP System, including any related software. This Agreement in no way affects each Party’s right to determine the price and other terms reached with their respective customers concerning the distribution of their respective systems and modules.
c. Biosense will provide to EPMD the Software Script in Object Code, including any revisions, upgrades or updates, under the license described in Section 3.a. below, for distribution with the EPMD Module. Biosense warrants to EPMD the reasonable, commercial performance of the Software Script in accordance with the...
Distribution Terms a. The parties agree and acknowledge that the simultaneous execution and delivery of the Purchase Agreement, and the payment by LICENSEE and receipt by MagneGas of the Purchase Price on the terms provided for in the Purchase Agreement (simultaneous payment of one-half the Purchase Price at the execution hereof, the balance in installments as more particularly set forth in the Purchase Agreement), constitute full and adequate consideration for the receipt by LICENSEE of the exclusive rights to the Territory defined herein.
b. Maintenance of the exclusive license granted herein to LICENSEE, and expansion of these exclusive rights and associated rights to purchase gasification units in the future, shall be governed by the terms and conditions set forth in Section 3 of Exhibit “A” attached hereto.
Distribution Terms. “Gross Receipts” shall be defined and allocated in accordance with the terms and conditions set forth on Schedule 4 attached hereto and incorporated herein.
Distribution Terms. Subject to early termination in accordance with the provisions contained herein, the Distribution Term shall begin on the Effective Date of this Agreement and continue in full force for a period of twelve (12) months. The Distribution Term will be from November 1, 2002 to October 31, 2003.
Distribution Terms. “Gross Receipts” means all sums actually earned and received by or credited to EW and/or its affiliates from the exploitation of the Rights or any part thereof. Gross Receipts will be applied on a continuous and rolling basis as follows: (a) first, to EW’s recoupment of all actual, direct, out of pocket, third party marketing and advertising costs and expenses (the “Expenses”); (b) second, to EW’s recoupment of the Minimum Guarantee; and (c) third, all sums remaining after the deduction of (a) and (b) will be paid 50% to Licensor (the “Licensor Share”) and 50% to EW. The parties agree that the Expenses shall not exceed Three Million US Dollars ($3,000,000) (the “Expenses Cap”). In the event that EW desires to spend in excess of the Expenses Cap, then EW shall obtain Licensor’s prior written approval, and the Expenses Cap shall not apply to any such approved expenses.
Distribution Terms. Distributor hereby agrees to exercise its best efforts to obtain and promote the sale of the Products in the Territory. Distributor will maintain adequate staff at all times, including but not limited to adequate sales staff. Distributor further agrees to abide by each of Supplier’s policies, procedures, or other rules regarding the purchase and sale of the Products. Distributor agrees to conduct its business in a manner that is favorable to and promotional of Supplier and the Products and to not disparage, tarnish, or imply poor favor of the name, reputation or goodwill of Supplier. No sale, resale, promotion, delivery, installment, service or other distribution of the Products by Distributor shall be permitted outside the Territory.
Distribution Terms. Capitalized terms used in this Annex and not defined herein shall have the meaning set forth in the agreement to which this Annex is attached (the “Agreement”). Section references used in this Annex shall refer to Sections in the Agreement except as otherwise provided. The terms set forth in this Annex shall apply solely (a) in the case of Gilead Sub as the Selling Party, with respect to Territory Combination Product intended for distribution in the Co-Promote Territory or any other country in Territory A for which Gilead Sub has been designated as the Selling Party pursuant to the Agreement, from and after the date on which the Supply JV transfers title to such Combination Product to Gilead Sub pursuant to the Product Supply Agreement or (b) in the case of BMS as the Selling Party, with respect to Territory Combination Product intended for distribution in any country in Territory A for which BMS has been designated as the Selling Party pursuant to the Agreement, from and after the date on which Gilead Sub transfers title to such Combination Product to BMS or its applicable Affiliate pursuant to the BMS Product Supply Agreement(s). For purposes of this Annex, a Third Party Distributor shall not constitute a Distribution Subcontractor unless mutually agreed by the Parties in writing; provided, that each Party shall cause its Third Party Distributors to be subject to obligations with respect to its distribution of Territory Combination Product that are substantially similar to the obligations of the Selling Party set forth in this Annex E.
Distribution Terms. A. Subject to the conditions and terms set forth herein, the DISTRIBUTEES do assume, guarantee and accept, without reservation of any type, all claims, debts and or encumbrances now of record and arising prior to this AGREEMENT, and any and all claims, debts, and or encumbrances that may arise in conjunction with the execution of the DISTRIBUTEES’ responsibilities under this AGREEMENT.
B. DISTRIBUTEES specifically relieve, and agrees to hold harmless, RGGL from any and all liability, debt, responsibility, claims, costs, fees, and accountability, of any and all types, arising after the date of execution of this AGREEMENT.
C. RGGL agrees to transfer, assign, and sell all its rights, claims, and ownership of AMERIKAL, free and clear of all claims whatsoever except those agreed to herein.
