General Obligations of Distributor. Distributor shall at all times during the Term:
General Obligations of Distributor. 2.1 The Distributor shall
General Obligations of Distributor. The Distributor shall: (a) use its best efforts at all times to promote, market and sell the Products in the Territory, which shall include, without limitation, employing or engaging such personnel and assistance as may be necessary to promote and sell the Products, attending training seminars, maintaining personal contact with Customers, and complying with such other reasonable and customary marketing and sales efforts; (b) not modify, improve, or otherwise alter any of the Products, unless prior written consent is obtained from BioTek; (c) portray fairly, accurately and in good faith BioTek's Products and not knowingly take any actions which are adverse to BioTek's best interests or which might harm BioTek's reputation; (d) be responsible for and pay all costs and expenses of the Distributor associated with this Agreement, its obligations hereunder and the conduct of its business, except as provided for in Section 4. (e) advise BioTek immediately of any complaints received regarding the Products thereof; provided, however, that the Distributor has no authority to, and shall not, make any offer on behalf of BioTek with regard thereto without BioTek's prior written consent; (f) secure and maintain all necessary licenses and permits required to operate its business and comply in all material respects with all laws applicable to it and the sale of the Products; (g) cause its affiliates and employees to abide by the provisions of this Agreement and be responsible for all acts and omissions of such persons; (h) provide follow-up and support services to customers appropriately tailored to ensure customer satisfaction; and (i) provide such other services related or incidental to the Distributor's obligations under this Agreement as BioTek and the Distributor may agree upon from time to time.
General Obligations of Distributor. Distributor may establish and/or authorize the establishment of Dealerships within the Territory that will carry, promote, sell and support the Manufacturer's Products. Such Dealerships can be new stores founded, authorized and/or funded by the Distributor or existing, qualified Motorcycle Dealerships which sign a Dealership Agreement in form and content approved by Manufacturer and Distributor. Distributor shall be responsible for all costs and expenses necessary to advertise, promote and sell the Dealership relationship to prospective Dealers. Furthermore, Distributor shall be the local representative for the approved Dealers in matters of sales training, technician repair training, warranty support and Dealer level promotions provided the manufacturer, at its expense, provides sales, technician and warranty training to Distributor's employees. All administrative costs within the Territory such as wages and employee benefits shall be borne by Distributor.
General Obligations of Distributor. COMPANY 6 DISTRIBUTOR * Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.
General Obligations of Distributor. As an inducement to the Company to enter into this Agreement and to consummate the transactions contemplated hereby, the Distributor hereby represents, warrants, and covenants to the Company as follows:
General Obligations of Distributor. 5.1Forecasts. At least ninety (90) days prior to the anticipated approval of the NDA, the J-JSC shall meet to decide upon a twelve (12) month unit forecast indicating Distributor’s intended purchases of Products during each month of such period as well as such other information as Capricor may reasonably request in the format reasonably specified by Capricor from time to time. The intended purchase amounts of the Product will be specified by Distributor on a unit basis (not on a lot basis) in such forecast. Such forecasts shall be updated by Distributor on a rolling quarterly basis for each new twelve (12) month period following the preceding quarter, which updated forecast must be received by Capricor no later than the last day of the second month of the applicable quarter during the term of this Agreement. Such rolling forecasts shall be used for the purpose of meeting the lead times required by Capricor. The first three months of this initial forecast and the first three months of each subsequent updated 12-month forecast delivered hereunder shall be binding on the Parties upon the Parties’ agreement thereon and shall be covered by a firm Purchase Order for a quantity of Products not less than that forecasted for such quarterly period, provided that any forecast shall be non-binding until the PMDA’s approval of a package insert of the Product for DMD and after such approval, the Parties shall discuss a 12-month forecast and agree on the first three months of the forecast. Capricor may, in its discretion, reject Purchase Orders calling for quantities exceeding forecasted quantities in such binding first three months of the forecast but shall be under no obligation to do so. If the Parties are unable to agree on the first three months of the forecast herein, such forecast shall be determined by Expert Determination pursuant to the procedure set forth in Section 17.3.2 below. The cost of such Expert Determination shall be borne equally by the Parties.
General Obligations of Distributor. 3 .l Distributor shall use its best efforts to further the advertising, promotion, marketing, distribution and sale of the Products in the Territory. Without limiting the generality of the foregoing, Distributor shall have the following obligations with respect to the advertising, promotion, marketing, distribution and sale of the Products.
General Obligations of Distributor
