Distributors and Partners Sample Clauses

Distributors and Partners. (a) Schedule 2.31(a) sets forth the name of each distributor of each Seller (“Distributors”), together with the names of any Persons with which any Seller has a material strategic partnership or similar relationship (“Partners”). (b) No Distributor or Partner from or through which a Seller received more than $150,000 of customer orders during the year ended December 31, 2005 or more than $100,000 of customer orders during the period ended August 31, 2006 (each, a “Large Distributor or Partner”) has terminated or reduced its relationship with the Sellers or indicated to a Citadel Party (or, to the Knowledge of the Citadel Parties, to any other Person) that such Large Distributor or Partner intends to terminate or reduce its agreement or relationship with the Company. No Large Distributor or Partner has, to the Knowledge of the Citadel Parties, any plan or intention to terminate, cancel or otherwise materially and adversely modify its relationship with a Seller or to decrease materially or limit its usage, purchase or distribution of the services or products of a Seller. (c) No Distributor or Partner has cancelled or otherwise terminated its relationship with a Seller or has materially decreased its usage or purchase of the services or products of a Seller, except (i) such events as, individually or in the aggregate, do not constitute a Material Event and have not and cannot reasonably be expected to result in a Material Adverse Change, or (ii) pursuant to Business Contracts that by their terms contemplate such termination or decrease.
AutoNDA by SimpleDocs
Distributors and Partners. (a) Schedule 3.27(a) sets forth the name of each distributor, reseller, VAR, OEM or other entity entitled to a commission or fee in connection with the sale of the Company’s products or services which either (i) generated at least $100,000 in aggregate revenues for the Company and the Company Subsidiaries (on a consolidated basis) in any year during the three years ended July 31, 2006 or (ii) was subject to an agreement which provided for an exclusive relationship with any Company Entity (herein a “Distributor” or “Partner”). (b) (i) No Distributor or Partner has terminated or reduced its relationship with a Company Entity or indicated to a Company Entity (or, to the Knowledge of the Company, to any other Person) that such Distributor or Partner intends to terminate its agreement or relationship with the Company and (ii) no Distributor or Partner has, to the Knowledge of the Company, any plan or intention to terminate its agreement or relationship with the Company, except in each case where such termination or reduction in relationship would not constitute a Company Material Adverse Effect.
Distributors and Partners. (a) Schedule 3.37(a) sets forth the name of each distributor of Seller (“Distributors”), together with the names of any Persons with which any Seller has a material strategic partnership or similar relationship (“Partners”). (b) No Distributor or Partner from or through which Seller received more than 10% of total sales during the period ended December 31, 2006 (each, a “Large Distributor or Partner”) has terminated or reduced its relationship with Seller or indicated to Seller (or, to the Knowledge of Seller, Txxxxx Xxxx or Hxxxxx Tech Full Industry Co., Ltd., to any other Person) that such Large Distributor or Partner intends to terminate or reduce its agreement or relationship with Seller. No Large Distributor or Partner has, to the Knowledge of Seller, Txxxxx Xxxx or Harbin Tech Full Industry Co., Ltd., any plan or intention to terminate, cancel or otherwise materially and adversely modify its relationship with Seller or to decrease materially or limit its usage, purchase or distribution of the services or products of Seller. (c) No Distributor or Partner has cancelled or otherwise terminated its relationship with Seller or has materially decreased its usage or purchase of the services or products of Seller, except (i) such events as, individually or in the aggregate, do not result in a Material Adverse Change, or (ii) pursuant to Seller Contracts that by their terms contemplate such termination or decrease.

Related to Distributors and Partners

  • DEALERS, DISTRIBUTORS, AND/OR RESELLERS Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier’s authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier’s responsibility to ensure Sourcewell receives the most current information.

  • Affiliates and Third Parties If the Asset Representations Reviewer processes the PII of the Issuer’s Affiliates or a third party when performing a Review, and if such Affiliate or third party is identified to the Asset Representations Reviewer, such Affiliate or third party is an intended third-party beneficiary of this Section 4.10, and this Agreement is intended to benefit the Affiliate or third party. The Affiliate or third party may enforce the PII related terms of this Section 4.10 against the Asset Representations Reviewer as if each were a signatory to this Agreement.

  • Partners If the Partnership declines to purchase said ownership interest under said notice period, each Partner shall jointly and severally be given a first right of refusal within days’ notice to purchase the ownership interest under the same terms and conditions agreed upon by the potential buyer. If more than one (1) Partner agrees to purchase, they shall be obligated to share the terms of the purchase equally.

  • Indemnification of Company, Directors and Officers and Selling Shareholders Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

  • Outside Activities of the Limited Partners Subject to the provisions of Section 7.5, which shall continue to be applicable to the Persons referred to therein, regardless of whether such Persons shall also be Limited Partners, any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership Group. Neither the Partnership nor any of the other Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner.

  • Business Partners Red Hat has entered into agreements with other organizations (“Business Partners”) to promote, market and support certain Software and Services. When Client purchases Software and Services through a Business Partner, Red Hat confirms that it is responsible for providing the Software and Services to Client under the terms of this Agreement. Red Hat is not responsible for (a) the actions of Business Partners, (b) any additional obligations Business Partners have to Client, or (c) any products or services that Business Partners supply to Client under any separate agreements between a Business Partner and Client.

  • Subcontractors and Agents Business Associate hereby agrees that any time PHI is provided or made available to any subcontractors or agents, Business Associate shall provide only the minimum necessary PHI for the purpose of the covered transaction and shall first enter into a subcontract or contract with the subcontractor or agent that contains the same terms, conditions and restrictions on the use and disclosure of PHI as contained in this Agreement.

  • Distributors In addition to direct sales to Clients, Supplier grants Accenture: (i) the right to resell Products and Services to a third-party

  • Directors and Officers of Surviving Corporation The directors and officers of Merger Sub at the Effective Time shall, from and after the Effective Time, be the initial directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified.

  • Immunity of Incorporators Stockholders Officers and Directors Section 15.01 Immunity of Incorporators, Stockholders, Officers and Directors. No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate obligations, and that no personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers or directors, as such, of the Company or any successor corporation, or any of them, because of the creation of the indebtedness hereby authorized, or under or by this Indenture or in any of the Securities or implied therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of such Securities.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!