Partner Distribution Clause Samples
The Partner Distribution clause defines how profits, losses, or other distributable assets are allocated among partners in a business arrangement. It typically outlines the method and timing of distributions, such as whether they are made in proportion to ownership interests or based on another agreed formula, and may specify conditions under which distributions can be withheld or adjusted. This clause ensures transparency and fairness in the sharing of financial outcomes, helping to prevent disputes and clarify expectations among partners.
Partner Distribution. Notwithstanding anything contained herein to the contrary, the Company hereby agrees that (i) the Resale Shelf Registration Statement and any Subsequent Registration Statement shall contain all language (including, without limitation, on the prospectus cover page, the principal shareholder chart and the plan of distribution) as may reasonably be requested by any NPS Investor to allow for a distribution of Registrable Securities to, and resale by, the direct and indirect affiliates, partners, members, shareholders, directors, employees or consultants of such NPS Investor (a “Partner Distribution”) and (ii) the Company shall, at the reasonable request of any NPS Investor seeking to effect a Partner Distribution, file any prospectus supplement or post-effective amendments and otherwise take any action reasonably requested to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by any NPS Investor to effect such Partner Distribution (including the ability for the distributees to resell such Registrable Securities), including naming in a prospectus supplement or post-effective amendment all of the affiliates, partners, members, shareholders, directors, employees or consultants of such NPS Investor who receive securities in the Partner Distribution so that they may resell the securities received. Any Ordinary Shares distributed pursuant to a Partner Distribution shall remain “Registrable Securities” until they are sold or transferred by the recipients thereof.
Partner Distribution. Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Holder seeking to effect a Partner Distribution, file any prospectus supplement or post-effective amendments and otherwise take any action necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such Holder to effect such Partner Distribution.
Partner Distribution. 4.1 In licensing Extensions and Integration Add-Ons, Partner agrees to adhere the following principles: (a) Partner shall offer maintenance and support for any Extension and Integration Add- Ons in accordance with Article 5 hereinafter; (b) Only in order to safeguard SAP’s intellectual property rights in the SAP B1 Software, Partner shall not license the Extensions and Integration Add-Ons or have the Extensions and Integration Add-Ons distributed under terms and conditions contradicting the terms and conditions of SAP´s End User license agreement delivered with the SAP B1 Software.
5.1 Partner shall set up and maintain an appropriate infrastructure for providing maintenance and support for its Extensions and Integration Add-Ons. Partner agrees to adhere to the minimum requirements for such infrastructure as defined in Exhibit F – 1c. These minimum requirements shall apply to each of the countries in which Partner distributes/markets the Extensions and Integration Add-Ons.
5.2 In the event that Partner does not provide maintenance and support in accordance with this Agreement for any country version of an Extension or an Integration Add-on, either during the term of this Agreement or after the term of this Agreement, SAP will be entitled to (a) enter into maintenance and support agreements with then existing End Users for the purpose of maintaining and supporting the Extensions and the Integration Add-ons for the then existing End Users and SAP may, at its sole discretion, offer future maintenance plans under its terms and conditions, and shall have no liability to Partner therefore and (b) terminate this Agreement in accordance with section 5 of the Agreement.