Exclusive Distribution Agreement. REVISED DRAFT - November 4, 2002 Page 14 of 31 Should registration of the Products by the Company be required by any governmental body, Distributor shall notify the Company and cooperate with the Company in obtaining such registration in the Company's name and at the Company's expense. In the event the applicable laws of the Territory require registration of the Company's Products in the name of Distributor, the Company may simultaneously apply for separate registration of the Company's Products in its name or the registration shall be made transferable to the Company or to any entity designated by the Company, in case of termination or expiration of this Agreement and Distributor shall prepare, at its own expense, all of the applicable transfer documents required by the laws of the Territory for the transfer or assignment of the registration. Simultaneously with the execution of this Agreement, Distributor shall deliver to the Company completed transfer or assignment documents signed by Distributor, undated and without designation of a transferee. Distributor hereby agrees that it will in no way oppose the transfer or assignment of the registration to the name of the Company or to any other party which the Company may designate.
Exclusive Distribution Agreement. At Closing, RG and DIOPSYS shall execute and deliver to each other that certain Exclusive Distribution Agreement in form and substance reasonable acceptable to the Parties pursuant to which RG will appoint DIOPSYS as its exclusive distributor of the Products (the “Exclusive Distribution Agreement”).
Exclusive Distribution Agreement. Licensor and Licensee have entered into a Distribution Services Agreement (“Distribution Agreement”) of even date with this Agreement, the terms of which are incorporated by reference.
Exclusive Distribution Agreement. REVISED DRAFT - November 4, 2002 Page 7 of 31 Further, Distributor hereby recognizes and agrees to comply with the U.S. Import/Export regulations, the Foreign Corrupt Practices Act and laws concerning International Economic Boycotts, together with other U.S. laws, to the extent that they are applicable to U.S. companies in their international operations. Without limiting the generality of the foregoing, Distributor agrees not to re-import the Product back into the United States and agrees that the Products and all packaging materials will be marked "made in the U.S.A. for export only".
Exclusive Distribution Agreement. Purchaser and Ivy shall have entered into a master distributor agreement (the "New Distribution Agreement"), a copy of which is attached hereto as Exhibit I pursuant to which Ivy will grant to Purchaser the exclusive right through December 31, 2005 to market, distribute, promote and sell those Ivy products currently subject to the Current Master Agreement.
Exclusive Distribution Agreement. Beginning as of the date hereof, each of Seller and Purchaser shall use its best efforts to enter into an agreement on commercially reasonable terms for the purchase by Seller Guarantor from the Company and/or a Subsidiary of Golf Sand extracted from and processed at the mine and processing facilities operated by the Company and the Subsidiaries at Berlin and Upper Township, New Jersey, such terms to include: (a) an initial term of four years, with an option on the part of Seller Guarantor to renew for up to three (3) additional consecutive five-year terms, (b) Seller Guarantor shall purchase Golf Sand for sale in the Golf Territory exclusively from Purchaser (c) Purchaser shall sell Golf Sand for sale in the Golf Territory exclusively to Seller Guarantor, (d) in respect of each sale of Golf Sand by Seller Guarantor within the Golf Territory, Seller Guarantor shall be entitled to 10% of the gross amount of such sale, and the Company and/or a Subsidiary shall be entitled to 90% of the gross amount of such sale, and (e) Seller Guarantor shall only extract, process and sell Golf Sand in the Golf Territory consistent with past practice.
Exclusive Distribution Agreement. In addition to the grant for the exclusive license of the LICENSED PRODUCT, LICENSEE shall be the exclusive distributor of the LICENSED PRODUCT. As long as VIVAKOR is able to meet LICENSEE’s production demand in a reasonable time frame, LICENSEE is required to purchase all LICENSED PRODUCT from Vivakor.
Exclusive Distribution Agreement. At closing, Arcelor and Noble will enter into a distribution agreement, under which Noble will agree to buy from Arcelor, and Arcelor will agree to sell exclusively to Noble, from and after closing for a term of three years, the entire laser welded blanks output of the Arcelor TBA facilities at Liège and Eisenhuttenstadt, in volumes and at prices designed to cover Arcelor’s internal costs, including labor and social costs, to produce such output (after giving effect to the anticipated restructuring and Reorganization, but not including the costs thereof), and on arm’s-length terms in all other respects. Upon expiration of the term of the distribution agreement, Noble will have a right of first offer on the sale by Arcelor of the machines employed by Arcelor in performing under the distribution agreement, at a price equal to the net book value of such machines on the date of sale, and any residual inventory of raw materials, work-in-process and finished products on-hand pursuant to the distribution agreement at a price equal to Arcelor’s net book value for such inventory. Principal Closing Conditions The conditions to the parties’ obligation to close the Transaction will be substantially reciprocal. Without limiting the scope of the foregoing paragraph, the conditions to Noble’s obligation to close the Transaction will include, among others: • Completion of the Reorganization in accordance with a plan attached to the definitive agreement; • Completion of the Transaction financing, including Noble’s receipt of not less than $180 million in debt financing, on commercially reasonable terms that are reasonably acceptable to Noble; • Receipt of a favorable “fairness opinion” from financial advisors of Noble’s board of directors, prior to execution and delivery of the definitive agreement; • Bring-down of Arcelor’s representations and warranties to the closing, and compliance by Arcelor with all pre-closing covenants (including conduct-of-business and non-solicitation covenants) and other agreements, in all material reports; • No material adverse change in the Arcelor TBA Assets/Interests between June 30, 2006 and closing; • Receipt of all necessary governmental, regulatory and other third-party approvals, including approvals (or expiration of waiting periods, as applicable) required under all applicable competition laws; provided, however, that if any such approval imposes a Material Competition Obligation upon Noble to which Noble is not already subject, then N...
Exclusive Distribution Agreement. Notwithstanding anything to the contrary in the Joint Venture Agreement, the parties agree that TCI shall be granted the rights set forth in the Primus Communications Corporation Exclusive Distribution License Agreement.
Exclusive Distribution Agreement. Starcom Entertainment, Inc. and Starcom shall have entered into an assignable, three-year Exclusive Distribution Agreement in the form attached hereto Exhibit E.
