Passive Sales Sample Clauses

Passive Sales. (a) Notwithstanding anything to the contrary in this Agreement and specifically the foregoing provisions of Section 12.1, nothing in this Agreement is intended to prohibit Passive Sales of the CHIRON Licensed Product by ROCHE, its Affiliates, its Authorized Distributors or Cross Sellers (subject to Section 12) within the Region. Passive Sales will be subject to the royalty provisions set forth in Article 3 and Exhibit A. (b) Without limiting the labeling and promoting obligations under Section 12.1, CHIRON shall not xxx XXXXX, its Affiliates, its Authorized Distributors or its End User customers (including, but not limited to, Cross Sellers) for any Passive Sale, or for the use by Blood Screening End Users of a CHIRON Licensed Product outside of the Field within the Region, whether arising during the Term, or during the term of the Original License Agreement prior to the Effective Date (it being understood that nothing herein constitutes an admission by ROCHE or any of its Affiliates with respect to any such actual or alleged sales or use under the Original License Agreement).
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Passive Sales. (a) Notwithstanding anything to the contrary in this Agreement and specifically the foregoing provisions of Section 12.1, nothing in this Agreement is intended to prohibit Passive Sales of the CHIRON Licensed Product by ROCHE, its Affiliates or its Authorized Distributors or Cross Sellers (subject to Section 12) [***]within the Region. Passive Sales will be subject to the royalty provisions set forth in Article 3 and Exhibit A without application of any adjustment to Earned Royalties for Home Brew Screening pursuant to Paragraph (2) of Exhibit A. (b) Without limiting the labeling and promoting obligations under Section 12.1, CHIRON shall not xxx XXXXX, its Affiliates, its Authorized Distributors or its End User customers (including, but not limited to, Cross Sellers) for any Passive Sale, or for the use by In Vitro Diagnostics End Users of a CHIRON Licensed Product outside of the Field within the Region, whether arising during the Term, or during the term of the Original License Agreement prior to the Effective Date (it being understood that nothing herein constitutes an admission by ROCHE or any of its Affiliates with respect to any such actual or alleged sales or use under the Original License Agreement).
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Passive Sales. Nothing in this Article VI is intended by the parties to limit customer choice with respect to the purchase of any product covered by this Agreement.
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Passive Sales. To the extent required by law, nothing in this Agreement shall prevent passive sales of Test Kits and Test Kit Services in the applicable jurisdictions.
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Related to Passive Sales

  • Passive NFFE A “Passive NFFE” means any NFFE that is not (i) an Active NFFE, or (ii) a withholding foreign partnership or withholding foreign trust pursuant to relevant U.S. Treasury Regulations.

  • Passive Foreign Investment Company The Company shall conduct its business, and shall cause its Subsidiaries to conduct their respective businesses, in such a manner as will ensure that the Company will not be deemed to constitute a passive foreign investment company within the meaning of Section 1297 of the Code.

  • NO HARDSTOP/PASSIVE LICENSE MONITORING Unless an Authorized User is otherwise specifically advised to the contrary in writing at the time of order and prior to purchase, Contractor hereby warrants and represents that the Product and all Upgrades do not and will not contain any computer code that would disable the Product or Upgrades or impair in any way its operation based on the elapsing of a period of time, exceeding an authorized number of copies, advancement to a particular date or other numeral, or other similar self-destruct mechanisms (sometimes referred to as “time bombs,” “time locks,” or “drop dead” devices) or that would permit Contractor to access the Product to cause such disablement or impairment (sometimes referred to as a “trap door” device). Contractor agrees that in the event of a breach or alleged breach of this provision that Authorized User shall not have an adequate remedy at law, including monetary damages, and that Authorized User shall consequently be entitled to seek a temporary restraining order, injunction, or other form of equitable relief against the continuance of such breach, in addition to any and all remedies to which Authorized User shall be entitled.

  • Direct Sales The Manager will advise you promptly, on the Offering Date, as to the Securities purchased by you pursuant to the Underwriting Agreement that you will retain for direct sale. At any time prior to the termination of the applicable AAU, any such Securities that are held by the Manager for sale but not sold may, on your request and at the Manager’s discretion, be released to you for direct sale, and Securities so released to you will no longer be deemed held for sale by the Manager. You may allow, and Dealers may reallow, a discount on sales to Dealers in an amount not in excess of the Reallowance set forth in the applicable AAU. You may not purchase Securities from, or sell Securities to, any other Underwriter or Dealer at any discount or concession other than the Reallowance, except with the prior consent of the Manager.

  • Progressive Payment For Property in which there is / are outstanding progressive payment(s) due to the Developer:- a. In the event that the Purchaser shall require a loan/financing to enable the completion of the purchase herein, the Purchaser shall notify the Assignee within thirty (30) days from the date of successful sale the details of the loan/financing and the Purchaser’s Financier by providing the Assignee a copy of the letter of offer for financing and on or before the Completion Date, the Purchaser shall cause the Purchaser’s Financier to issue a letter of undertaking to pay the balance progressive payment according to the schedule of the Sale and Purchase Agreement in favour of the Developer and to release the Assignee from its original undertaking. b. In the event that the Purchaser shall not require a loan/financing to enable the completion of the purchase herein, on or before the Completion Date, the Purchaser shall procure a letter of undertaking (acceptable to the Assignee) to pay the balance progressive payment according to the schedule of the Sale and Purchase Agreement in favour of the Developer and to release the Assignee from its original undertaking. c. Any outstanding progressive payment, charges, interests and/or penalty imposed as a result of the delay in settlement of the balance progressive payment or caused by the delay in the issuance of a letter of undertaking as stated above shall be solely borne and paid by the Purchaser.

  • Competing Products The provisions of Section 21 are set forth on attached Exhibit H and are incorporated in this Section 21 by this reference.

  • SDBE The Contractor shall comply with all applicable provisions of Article III of Chapter 18 of the Durham City Code (Equal Business Opportunities Ordinance), as amended from time to time. The failure of the Contractor to comply with that article shall be a material breach of contract which may result in the rescission or termination of this contract and/or other appropriate remedies in accordance with the provisions of that article, this contract, and State law. The Participation Plan submitted in accordance with that article is binding on the Contractor. Section 18-59(f) of that article provides, in part, “If the City Manager determines that the Contractor has failed to comply with the provisions of the Contract, the City Manager shall notify the Contractor in writing of the deficiencies. The Contractor shall have 14 days, or such time as specified in the Contract, to cure the deficiencies or establish that there are no deficiencies.” It is stipulated and agreed that those two quoted sentences apply only to the Contractor’s alleged violations of its obligations under Article III of Chapter 18 and not to the Contractor’s alleged violations of other obligations.

  • CONTRACT SALES ACTIVITY REPORT Each calendar quarter, Vendor must provide a contract sales activity report (Report) to the Sourcewell Contract Administrator assigned to this Contract. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made). The Report must contain the following fields: • Customer Name (e.g., City of Staples Highway Department); • Customer Physical Street Address; • Customer City; • Customer State/Province; • Customer Zip Code; • Customer Contact Name; • Customer Contact Email Address; • Customer Contact Telephone Number; • Sourcewell Assigned Entity/Participating Entity Number; • Item Purchased Description; • Item Purchased Price; • Sourcewell Administrative Fee Applied; and • Date Purchase was invoiced/sale was recognized as revenue by Vendor.

  • Conhecimento da Lingua O Contratado, pelo presente instrumento, declara expressamente que tem pleno conhecimento da língua inglesa e que leu, compreendeu e livremente aceitou e concordou com os termos e condições estabelecidas no Plano e no Acordo de Atribuição (“Agreement” xx xxxxxx).

  • Women Black Americans (includes persons having origins in any of the Black racial groups of Africa);

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