Distributor’s Acceptance Sample Clauses
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Distributor’s Acceptance. Distributor’s acceptance of an order will occur upon its receipt of the products unless Distributor notifies Supplier that the products are defective or do not conform to the Supplier’s applicable warranty, the terms of this Agreement, or Distributor’s order. Distributor will use its reasonable best efforts to provide such notice within 7 days of its receipt of the products.
Distributor’s Acceptance. Notwithstanding anything to the contrary set forth in the Distribution Agreement, for the benefit of the Collection Agent and the Completion Guarantor only, and without waiving any rights or remedies the Distributor may have against the Licensor until such time as the Distributor receives the Agent Notice, and, if the Distributor has received the Completion Guarantor Notice, until the Distributor receives written notice from the Completion Guarantor that no further sums are owed to the Completion Guarantor (the “Completion Guarantor Termination Notice”), the Distributor hereby acknowledges and agrees as follows:
a. To honor and fully perform in accordance with the authority and directions contained in paragraph 2 hereof and the terms of Schedule “1” hereto;
b. That payment of the Minimum Guarantee to the Collection Agent in full in accordance with the terms of Schedule “1” hereto is a condition precedent to the grant of rights to the Distributor under the Distribution Agreement, and that any rights in the Picture granted to the Distributor under the Distribution Agreement shall only vest upon the full payment to the Collection Agent of the Minimum Guarantee in accordance with the terms of Schedule “1” hereto. [Prior to the payment of the Minimum Guarantee, the Distributor shall be entitled to engage in all customary prerelease activities in connection with the Picture so long as (i) such activities do not breach the Distribution Agreement and/or this Agreement and (ii) the Distributor is not in breach of this Agreement.] The Distributor further agrees that any of its rights, liens or entitlements, if any, under the Distribution Agreement (collectively, “Distributor Rights”) shall be subject and subordinate to the liens, mortgages, charges and security interests of(A) the Collection Agent and the Creditors under the Financing Agreements and (B) the Completion Guarantor therein, which shall be senior to and have priority over any such Distributor Rights; provided, that, solely as among the Collection Agent, the Completion Guarantor and the Distributor, and not for the benefit of the Licensor or any third party, the Collection Agent and the Completion Guarantor will not exercise their respective security interests or other rights in the Distributor Rights in any manner that would materially and adversely prejudice, disturb, infringe upon, interfere with, prevent or impede the full, complete, free and unencumbered purchase, enjoyment, exploitation and exercise...