Marketing and Distribution Obligations Sample Clauses

Marketing and Distribution Obligations. Medtronic shall use its -------------------------------------- best commercially reasonable efforts to market, promote, and distribute the Products. This obligation shall include without limitation the use of mailings, telemarketing programs, advertising, seminars, and other customary marketing techniques. Should Medtronic enter into any agreement, understanding or arrangement with any manufacturer or third party supplier of networked monitoring equipment, Medtronic shall not offer preferential pricing to the End User specifically for any Network Product. For the sake of clarity, nothing in this Agreement shall prohibit or restrict Medtronic from (a) entering into any such agreement, understanding or arrangement, or (b) bundling Products with other products and charging an aggregate price for such bundle. Notwithstanding the foregoing, Medtronic shall promptly notify Data Critical of its entering into such agreement, and Data Critical shall have the right, at its election by written notice to Medtronic at any time within thirty (30) days after receipt of such notice, to terminate this Agreement effective six (6) months after the date of such notice (it being understood that such election of termination shall not affect Medtronic's Minimums for such six-month period).
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Marketing and Distribution Obligations. 15.1 ADVANZ shall (i) use all Commercially Reasonable Efforts to market, promote, distribute and sell each Product in each country of the applicable Territory in order to maximise sales of each Product, and (ii) ensure that it and its Affiliates, as applicable, have suitable sales, marketing, regulatory, technical and distribution capacity for each country of the applicable Territory necessary to fully carry out its obligations under this Agreement. 15.2 ADVANZ shall market, promote, distribute and sell the Products in the Territory in accordance with all legislative and regulatory requirements and other applicable industry codes of practice. 15.3 ADVANZ shall use all Commercially Reasonable Efforts to secure in good time all reasonably necessary pricing and reimbursement approvals for each Product as appropriate in each country
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Marketing and Distribution Obligations. Cadence shall use reasonable efforts to: 6.2.1 include the Licensed Works on its price lists, roadmaps, and marketing plans and to promote and market the Licensed Works to End Users; 6.2.2 make standalone versions of each Licensed Work, and associated maintenance, generally available on Cadence's price list throughout the Term in a manner which allows End Users to use other complementary products with the Licensed Works through the standard interfaces and file formats provided by the Licensed Works, it being understood that Cadence may also offer bundled versions; 6.2.3 identify the Licensed Works distributed by Cadence under product names distinct and separate from other Cadence product offerings (including, without limitation, Cadence's HyperExtract and Assura RCX products). 6.2.4 Cadence shall not provide the Licensed Works as an upgrade, update or new version of any other Cadence product, including HyperExtract and Assura RCX. 6.2.5 provide the following for the Licensed Works in a manner consistent with Cadence's treatment of its own products: (a) commissions and training for Cadence's sales force and Marketing Agents, (b) inclusion of the Licensed Works in Cadence's marketing plans and roadmaps, (c) inclusion of the Licensed Works on Cadence's web site, and (d) special incentives, programs and marketing efforts. CADENCE CONFIDENTIAL SOFTWARE OEM LICENSE AGREEMENT * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 11
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Marketing and Distribution Obligations. 4.2.1. The Parties agree to work together in good faith to develop a marketing and/or branding strategy for the Product. Ultimate responsibility and decision making control with regard to marketing and pricing of the Product shall belong solely to Par. 4.2.2. Subject to Section 15.12, Par agrees to use commercially reasonable efforts to market, promote, distribute and sell the Product in the Territory consistent with Par's efforts in regard CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH SECURITIES AND EXCHANGE COMMISSION ASTERISKS DENOTE SUCH OMISSION to its other premier generic or branded products, as applicable. Par agrees to comply and shall require all of its Third Party contractors to comply with all Applicable Laws in the conduct of activities with respect to marketing, promotion distribution and sale of Product in the Territory. 4.2.3. Par will not use the Product as a loss leader or bundle the Product in any fashion which decreases the revenue directly attributable to the Product.
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Marketing and Distribution Obligations. 4.2.1. The Parties agree to work together in good faith to develop a marketing and/or branding strategy for the Product. Ultimate responsibility and decision making control with regard to marketing and pricing of the Product shall belong solely to Par. 4.2.2. Subject to Section 15.12, Par agrees to use commercially reasonable efforts to market, promote, distribute and sell the Product in the Territory consistent with Par's efforts in regard to its other premier generic or branded products, as applicable. Par agrees to comply and shall require all of its Third Party contractors to comply with all Applicable Laws in the conduct of activities with respect to marketing, promotion distribution and sale of Product in the Territory. 4.2.3. Par will not use the Product as a loss leader or bundle the Product in any fashion which decreases the revenue directly attributable to the Product.
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Marketing and Distribution Obligations. 15.1 ADVANZ shall (i) use all Commercially Reasonable Efforts to market, promote, distribute and sell each Product in each country of the applicable Territory in order to maximise sales of each Product, and (ii) ensure that it and its Affiliates, as applicable, have suitable sales, marketing, regulatory, technical and distribution capacity for each country of the applicable Territory necessary to fully carry out its obligations under this Agreement. 15.2 ADVANZ shall market, promote, distribute and sell the Products in the Territory in accordance with all legislative and regulatory requirements and other applicable industry codes of practice. 15.3 ADVANZ shall use all Commercially Reasonable Efforts to secure in good time all reasonably necessary pricing and reimbursement approvals for each Product as appropriate in each country of the applicable Territory in order to launch each Product at the earliest possible date. ADVANZ shall then maintain all such approvals in order to be able to market and sell each Product during its Product Schedule Term. 15.4 ADVANZ shall provide Alvotech with an annual commercial strategy plan with respect to ADVANZ’s marketing activities. At Alvotech’s request, ADVANZ shall meet with Xxxxxxxx to discuss such plan and consider any suggestions made by Xxxxxxxx. Any final decision with regard to such plan shall be within ADVANZ’s discretion. 15.5 Taking into account the actual or potential profitability for such transaction, ADVANZ shall use Commercially Reasonable Efforts to participate in available tenders for each Product in its Territory. 15.6 Following a request in writing by Xxxxxxxx, ADVANZ shall appoint Alvotech or its Affiliate (or other nominated Third Party to be approved by ADVANZ, such approval not to be unreasonably withheld) as its exclusive distributor of the Products in Iceland on terms to be mutually agreed. 15.7 Provided this Agreement has not been terminated by either party in respect of the Product concerned, ADVANZ shall, and shall ensure that its Affiliates shall, not commercialise any Competing Product in any country of the applicable Territory, on a country-by country basis, for [***] from the Launch Date of the Product concerned in the country concerned, and then for so long as Alvotech or its Affiliates are required to supply ADVANZ or any of its Affiliates with such Product on an exclusive basis, without Alvotech’s previous written consent. 15.8 ADVANZ undertakes during the period of this Agreement in r...
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Related to Marketing and Distribution Obligations

  • Printing and Distribution of Agreement The Medical Center and the Association shall equally share expenses for the printing of an adequate supply of copies of this Agreement. The Medical Center will make available a suitable number of copies of the Agreement on each nursing unit following the Association’s delivery of the printed copies to the Medical Center.

  • Printing and Distribution The School District will, at its own expense, print sufficient copies of this Agreement for present and new employees.

  • Allocations and Distributions The LLC's profits and losses shall be allocated to the Member. At the time determined by a majority of the Managers, the Managers may cause the LLC to distribute to the Member any cash held by it which is neither reasonably necessary for the operation of the LLC nor the performance of its contractual obligations, nor which is in violation of Sections 18-607 or 18-804 of the Act or any contractual agreement binding on the LLC.

  • Notification and Distribution of Materials The Company shall notify the Holders in writing of the effectiveness of the Resale Shelf Registration Statement as soon as practicable, and in any event within one (1) Business Day after the Resale Shelf Registration Statement becomes effective, and shall furnish to them, without charge, such number of copies of the Resale Shelf Registration Statement (including any amendments, supplements and exhibits), the Prospectus contained therein (including each preliminary prospectus and all related amendments and supplements) and any documents incorporated by reference in the Resale Shelf Registration Statement or such other documents as the Holders may reasonably request in order to facilitate the sale of the Registrable Securities in the manner described in the Resale Shelf Registration Statement.

  • Voting and Distributions So long as no Event of Default shall have occurred and be continuing, (i) each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not prohibited by the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise or refrain from exercising any such right if Secured Party shall have notified such Grantor that, in Secured Party’s judgment, such action would have a material adverse effect on the value of the Securities Collateral or any part thereof; and (ii) each Grantor shall be entitled to receive and retain any and all dividends, other distributions, principal and interest paid in respect of the Securities Collateral. Upon the occurrence and during the continuation of an Event of Default, (x) upon written notice from Secured Party to any Grantor, all rights of such Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (y) except as otherwise specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any exercise of remedies under Section 8.2 of the Credit Agreement, all rights of such Grantor to receive the dividends, other distributions, principal and interest payments which it would otherwise be authorized to receive and retain pursuant hereto shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Collateral such dividends, other distributions, principal and interest payments; and (z) all dividends, principal, interest payments and other distributions which are received by such Grantor contrary to the provisions of clause (y) above shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of such Grantor and shall forthwith be paid over to Secured Party as Collateral in the same form as so received (with any necessary endorsements). In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (I) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request, and (II) without limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party.

  • Sales and Distribution It is understood that as between the Parties, the Commercializing Party shall be solely responsible for handling all returns, order processing, invoicing and collection, distribution, and receivables for Licensed Products in the applicable territory and indication.

  • Underwriting and Distribution Section 5.1 Rule 144. INC covenants that it shall file all reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as Shareholder may reasonably request, all to the extent required from time to time to enable Shareholder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, or any similar provision thereto, but not Rule 144A.

  • LIQUIDATION AND DISTRIBUTION On or as soon after the Closing Date as is conveniently practicable: (a) the Acquired Fund will distribute in complete liquidation of the Acquired Fund, pro rata to its shareholders of record, determined as of the close of business on the Closing Date (the "Acquired Fund Shareholders"), all of the Acquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1; and (b) the Acquired Fund will thereupon proceed to dissolve and terminate as set forth in paragraph 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Acquired Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Acquired Fund (the "Acquired Fund Shares") will simultaneously be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. After the Closing Date, the Acquired Fund shall not conduct any business except in connection with its termination.

  • Deemed Contribution and Distribution Notwithstanding any other provision of this Article 13, in the event that the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Partnership’s Property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged and the Partnership’s affairs shall not be wound up. Instead, for federal income tax purposes the Partnership shall be deemed to have contributed all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership; and immediately thereafter, distributed Partnership Units to the Partners in the new partnership in accordance with their respective Capital Accounts in liquidation of the Partnership, and the new partnership is deemed to continue the business of the Partnership. Nothing in this Section 13.3 shall be deemed to have constituted a Transfer to an Assignee as a Substituted Limited Partner without compliance with the provisions of Section 11.4 or Section 13.3 hereof.

  • Cost Responsibility for Interconnection Facilities and Distribution Upgrades 4.1 Interconnection Facilities 4.2 Distribution Upgrades

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