Most Favored Distributor Sample Clauses

Most Favored Distributor. If during the Term, BlueArc sells any Products or Support, or any functional equivalents thereof, to any similarly situated distributor or reseller, with substantially similar projected or actual Product sales volume as HDS and its Affiliates, upon substantially similar terms and conditions when considered in their entireties, and charges such distributor or reseller a fee lower in the aggregate than the fees payable by HDS or its Affiliates to BlueArc pursuant to this Article 5, BlueArc shall promptly notify HDS. Distributor or a Regional Affiliate, as applicable, may elect to substitute such lower fee for the fees set forth in this Agreement, but BlueArc will not be required to refund any amounts previously paid under this Agreement. This requirement will not apply to one-time End User transactions involving a distributor or reseller.
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Most Favored Distributor. 4.1 LipoMatrix agrees that the prices offered to its distributors in the European Union ("E.U.") will be not less than the lowest price ("the Lowest Price") at which Products are sold to subsidiaries of Collagen International in the E.U. (currently Collagen (UK) Ltd.) as of the date of this Agreement. In addition, LipoMatrix agrees that the prices at which Products are sold to its Latin American distributors will be not less than eighty-five percent (85%) of such Lowest Price.
Sample 1
Most Favored Distributor. LVGI hereby grants to IGT status as a “most favored distributor” ("Most Favored Distributor"). IGT's status as Most Favored Distributor entitles it to receive the most favorable terms available on all of LVGI's software distributor rates for all of LVGI's server-based applications.
Sample 1
Most Favored Distributor. In consideration of Avaya's undertakings herein to market Subscription Service Licenses, End User Licenses and Avaya Hosted Solutions, until Final Expiration (as defined in paragraph C of the section entitled "TERM; EXPIRATION AND TERMINATION), Licensor shall not (a) offer to provide or provide to any third party any of rights, licenses, Services or Training identical or similar to those provided hereunder to Avaya at a price less than the lowest price at which Licensor has offered to provide such item(s) to Avaya, except to the extent that differences in price are justified by differences in the quantity or quality of items offered, or differences in the terms and conditions of the offers that affect Licensor's cost of providing the item(s) (hereafter "a Lower Price"), or (b) make any release of Licensed Products available to any third party for marketing, licensing or other use prior to making such release of Licensed Products available to Avaya for such use. In the event that Licensor offers any third party a Lower Price, Licensor shall immediately a) adjust the prices of the affected items so that all future Avaya purchases shall be at or below the Lower Price, b) with respect to Avaya purchases made of such items commencing on the day that Licensor offered the Lower Price to a third party, refund to Avaya the difference between what Avaya paid Licensor for each such item and the Lower Price for the item and c) in the event that the other party receiving the Lower Price secures sublicenses of Licensed Product that Avaya had sought to provide, Licensor shall pay Avaya fifty percent (50%) of the license fees that Licensor receives from this other party with respect to these sublicenses for a period of twelve (12) months, commencing with the calendar month after such sublicenses are secured by the other party. In the event that (b) of the first sentence of this paragraph is violated and the other party receiving the Lower Price secures sublicenses of Licensed Product that Avaya had sought to provide, Licensor shall pay to Avaya, as liquidated damages in satisfaction of all claims and for all rights to proceed with any such transaction or arrangement, and not as a penalty, Avaya fifty percent (50%) of the license fees that Licensor receives from this other party with respect to these sublicenses for a period of twelve (12) months, commencing with the calendar month after such sublicenses are secured by the other party. Licensor shall pay the foregoing liqu...
Sample 1
Most Favored Distributor. If during the Term, BlueArc sells any Products or Support, or any functional equivalents thereof, to any distributor, reseller or OEM, with substantially similar sales volume commitments as HDS and/or its Affiliates, and charges such distributor, reseller or OEM a fee lower than the fees payable by HDS or its Affiliates to BlueArc pursuant to Article 5 of the Original Agreement, then BlueArc will promptly notify HDS in writing. HDS or a Regional Affiliate, as * * * Indicates that confidential treatment has been sought for this information applicable, may elect to substitute such lower fee for the fees set forth in this Agreement, but BlueArc will not be required to refund any amounts previously paid under this Agreement. This requirement will not apply to one-time End User transactions involving a distributor or reseller. BlueArc will use good faith efforts to maintain and honor established field sales engagement procedures, for example, the account registration process, and approval of special pricing requests, with no material adverse changes to procedures that would impede or impair HDS’: (a) resale efforts under the Agreement and (b) ability to meet its Quarterly Commitments.
Sample 1

Related to Most Favored Distributor

  • By Distributor Distributor shall indemnify and hold harmless NW and each person who controls or is associated with NW within the meaning of such terms under the federal securities laws, and any officer, director, employee of NW or agent of the foregoing, against any and all joint or several losses, claims, damages or liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which NW and/or any such person may become subject under any statute or regulation, any NASD Rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities:

  • Distributor The Distributor represents and warrants that: (i) the Distributor is a limited partnership duly organized and in good standing under New York law; (ii) the Distributor is registered as a broker-dealer under federal and applicable state securities laws and is a member of the NASD; and (iii) the Distributor is registered as an investment adviser under federal securities laws.

  • Effect if Distribution Does Not Occur If the Distribution does not occur, then all actions and events that are, under this Employee Matters Agreement, to be taken or occur effective as of the Distribution, or otherwise in connection with the Distribution will not be taken or occur except to the extent specifically agreed by the parties.

  • REQUIRED REGULATORY PROVISIONS Notwithstanding anything herein contained to the contrary, any payments to the Executive by the Employer, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

  • Third Party Vendors Nothing herein shall impose any duty upon DST in connection with or make DST liable for the actions or omissions to act of the following types of unaffiliated third parties: (a) courier and mail services including but not limited to Airborne Services, Federal Express, UPS and the U.S. Mails, (b) telecommunications companies including but not limited to AT&T, Sprint, MCI and other delivery, telecommunications and other such companies not under the party’s reasonable control, and (c) third parties not under the party’s reasonable control or subcontract relationship providing services to the financial industry generally, such as, by way of example and not limitation, the National Securities Clearing Corporation (processing and settlement services), Fund custodian banks (custody and fund accounting services) and administrators (blue sky and Fund administration services), and national database providers such as Choice Point, Acxiom, TransUnion or Lexis/Nexis and any replacements thereof or similar entities, provided, if DST selected such company, DST shall have exercised due care in selecting the same. Such third party vendors shall not be deemed, and are not, subcontractors for purposes of this Agreement.

  • End Users LICENSEE agrees to require all direct recipients of Licensed Products to whom Licensed Products are sold, leased, or otherwise disposed of by LICENSEE or its sublicensees, to look only to LICENSEE and not to LICENSOR or its affiliates for any claims, warranties, or liability relating to such Licensed Products. LICENSEE agrees to take all steps to reasonably assure itself that Licensed Products sold, leased or otherwise disposed of by or for LICENSEE is being used for permitted purposes only.

  • Sub-Distributors MMLD may enter into sub-distributor’s agreements with persons (“Sub-Distributors”) pursuant to which MMLD delegates any or all of its functions hereunder to one or more Sub-Distributors provided that a majority of the Trust’s Board of Directors that are not interested persons of the Trust or MMLD approve the agreement. MMLD shall pay all compensation of any such Sub-Distributors and will have the right to terminate the services of any Sub-Distributor at any time on no more than 60 days’ notice.

  • Subdistributors Subject to the provisions of this Section 2.2, Nipro --------------- may appoint one or more third parties, with a reputation for competence and ethical behavior, within any portion of the Territory to distribute the FreeStyle Products in the Field of Use. Within twenty (20) days after the appointment of such Subdistributor, Nipro shall notify TheraSense of the identity of such Subdistributor. Nipro shall not sell or otherwise transfer the FreeStyle Products to any Subdistributor until such Subdistributor enters into a form of written agreement ("Subdistributor Agreement") with Nipro, binding the Subdistributor to terms and conditions substantially similar to those terms and conditions agreed upon by Nipro in this Agreement. Further, Nipro shall only grant Subdistributors the right to make sales of the FreeStyle Products in the Territory in the Field of Use. Nipro agrees to terminate a Subdistributor's right to distribute the FreeStyle Products promptly upon becoming aware that such Subdistributor, or its authorized distributor(s) or reseller(s), is selling or otherwise distributing the FreeStyle Products in violation of its Subdistributor Agreement. Each Subdistributor Agreement shall contain provisions making TheraSense a direct and intended third party beneficiary of such Subdistributor Agreement.

  • Supplier shall exercise reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by, and shall be without liability to CMA and/or any Fund for any action taken or omitted by it in good faith without negligence including, without limitation, acting in accordance with any Proper Instruction. Supplier shall be entitled to rely on and may act upon the advice of counsel (who may be counsel for CMA or any Fund) on all matters arising in connection with the Services. At any time, Supplier may apply to any officer of CMA or a Fund for instructions and may consult with outside counsel for CMA or the applicable Fund or the independent auditors for the Fund at the expense of the Fund, or other individuals designated in writing by CMA or the Fund, for advice with respect to any matter arising in connection with the Services. Supplier shall not be liable, and shall be indemnified by each Fund or CMA, as applicable, for any action taken or omitted by it in good faith in reliance upon any such instructions or advice or upon any paper or document believed by it to be genuine and to have been signed by such officers or individuals. Supplier shall not be held to have notice of any change of authority of any officer or individual until receipt of written notice thereof from the Fund or CMA. Nothing in this Section shall be construed as imposing upon Supplier any obligation to seek such instructions or advice. Without in any way limiting the generality of the foregoing, Supplier shall in no event be liable for any loss or damage arising from causes beyond its control including, without limitation, delay or cessation of services hereunder or any damages to CMA or a Fund resulting therefrom as a result of work stoppage, power or other mechanical failure, natural disaster, governmental action, communication disruption or other impossibility of performance.

  • Third Party Content Transfer Agent may provide real-time or delayed quotations and other market information and messages (“Market Data”), which Market Data is provided to Transfer Agent by certain third parties who may assert a proprietary interest in Market Data disseminated by them but do not guarantee the timeliness, sequence, accuracy or completeness thereof. Fund agrees and acknowledges that Transfer Agent shall not be liable in any way for any loss or damage arising from or occasioned by any inaccuracy, error, delay in, omission of, or interruption in any Market Data or the transmission thereof.

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