Product Authorizations Sample Clauses

Product Authorizations. Within 30 days after the end of each calendar month beginning in the month after the Closing Date, the Seller shall pay to the Buyer an amount equal to (a) $5,000, multiplied by (b) the number of days in such calendar month that the Product Authorizations described in Schedule 3.7 have not been obtained; provided, however, that the Seller shall have no obligation under this Section 5.18 if the Buyer determines not to manufacture, market, distribute or sell the products that are the subject of such Product Authorizations for any reason other than the failure to obtain such Product Authorizations; provided, further, that the obligation of the Seller under this Section 5.18 shall not exceed $900,000.
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Product Authorizations. The Franchisor shall assist the Franchisee in the preparation and submission of applications for authorization to sell the products and equipment of Equipment Vendors whose products and equipment the Franchisee has designated in the Addendum as being those brands it desires to initially sell through the COMMWORLD Business.
Product Authorizations. Within 30 days after the end of each calendar month beginning with the month in which the Closing occurs, the Seller shall pay to the Buyer an amount equal to the sum of (x) (a) $1,333, multiplied by (b) the number of days from and after the Closing in such calendar month that the Product Authorization for EkoCell II has not been obtained, (y) (a) $724, multiplied by (b) the number of days from and after the Closing in such calendar month that the Product Authorization for EkoLink Plus has not been obtained, and (z) (a) $2,943, multiplied by (b) the number of days from and after the Closing in such calendar month that the Product Authorization for MirrorCell II has not been obtained; provided, however, that the Seller shall have no obligation under clause (x), (y) or (z), as applicable, of this Section 5.18 if the Buyer determines not to manufacture, market, distribute or sell the product that is the subject of such Product Authorization for any reason other than the failure to obtain such Product Authorization; provided, further, that the obligation of the Seller under this Section 5.18 shall not exceed $900,000. The Buyer agrees to cooperate with the Seller in good faith and with reasonable promptness in the Seller’s efforts to obtain the Product Authorizations; provided that this sentence shall not (i) affect Seller’s obligations under Section 2.4(g) (Excluded Liabilities) with respect to the matters described on Schedule 3.7; (ii) require the Buyer or any of its Affiliates to incur any costs, expenses or other Losses unless the Seller reimburses the Buyer or such Affiliate for such costs, expenses or other Losses; or (iii) require the Buyer to take any action that would materially interfere with the normal operations of the Buyer (including the operations of the Business).”

Related to Product Authorizations

  • Regulatory Authorizations Each Party represents and warrants that it has, or applied for, all regulatory authorizations necessary for it to perform its obligations under this Agreement.

  • Government Authorizations Section 1.1 (a) of the Disclosure Schedule contains a true and complete list of all the Licenses, which Licenses are sufficient for the lawful conduct of the business and operation of the Station in the manner and to the full extent they are currently conducted. Seller is the authorized legal holder of the Licenses, none of which is subject to any restriction or condition which would limit in any material respect the full operation of the Station as now operated. There are no applications, complaints or proceedings pending or, to the best of Seller's knowledge, threatened as of the date hereof before the Commission or any other governmental authority relating to the business or operations of the Station, other than applications, complaints or proceedings which generally affect the broadcasting industry as a whole, and other than reports and forms filed in the ordinary course of the Station's business. Seller has delivered to Buyer true and complete copies of the Licenses, including any and all additions, amendments and other modifications thereto. The Licenses are in good standing, are in full force and effect and are unimpaired by any act or omission of Seller or its officers, directors or employees; and the operation of the Station is in accordance with the Licenses and the underlying construction permits. No proceedings are pending or, to the knowledge of Seller, are threatened which may result in the revocation, modification, non-renewal or suspension of any of the Licenses, the denial of any pending applications, the issuance of any cease and desist order, the imposition of any administrative actions by the Commission with respect to the Licenses or which may affect Buyer's ability to continue to operate the Station as it is currently operated. Seller has taken no action which, to its knowledge, could lead to revocation or non- renewal of the Licenses, nor omitted to take any action which, by reason of its omission, could lead to revocation of the Licenses. All material reports, forms and statements required to be filed with the Commission with respect to the Station since the grant of the last renewal of the Licenses have been filed and are complete and accurate. To the knowledge of Seller, there are no facts which, under the Communications Act of 1934, as amended, or the existing rules, regulations, requirements, policies and orders of the Commission, would disqualify Seller as assignor, and Buyer as assignee, in connection with the Assignment Application.

  • WORK AUTHORIZATIONS The State will issue work authorizations using the form included in Attachment D (Work Authorizations and Supplemental Work Authorizations) to authorize all work under this contract. The Engineer must sign and return a work authorization within seven (7) working days after receipt. Refusal to accept a work authorization may be grounds for termination of the contract. The State shall not be responsible for actions by the Engineer or any costs incurred by the Engineer relating to work not directly associated with or prior to the execution of a work authorization. Terms and conditions governing the use of work authorizations are set forth in Attachment A, General Provisions, Article 1.

  • LEGAL AUTHORIZATION (a) The Sub-Recipient certifies that it has the legal authority to receive the funds under this Agreement and that its governing body has authorized the execution and acceptance of this Agreement. The Sub-Recipient also certifies that the undersigned person has the authority to legally execute and bind Sub-Recipient to the terms of this Agreement.

  • Government Authorization No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity, is required by or with respect to Pubco in connection with the execution and delivery of this Agreement by Pubco, or the consummation by Pubco of the transactions contemplated hereby, except, with respect to this Agreement, any filings under the Nevada Statutes, the Securities Act or the Exchange Act.

  • Governmental Authorizations; Private Authorizations; Governmental Filings The Borrower has obtained, maintained and kept in full force and effect all Governmental Authorizations and Private Authorizations which are necessary for it to properly carry out its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and made all material Governmental Filings necessary for the execution and delivery by it of the Facility Documents to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement and the performance by the Borrower of its obligations under this Agreement, the other Facility Documents, and no material Governmental Authorization, Private Authorization or Governmental Filing which has not been obtained or made, is required to be obtained or made by it in connection with the execution and delivery by it of any Facility Document to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement or the performance of its obligations under this Agreement and the other Facility Documents to which it is a party.

  • Necessary Authorizations Each Borrower Party and each Subsidiary of a Borrower Party has obtained all Necessary Authorizations, and all such Necessary Authorizations are in full force and effect except, other than with respect to the transactions contemplated by the Loan Documents, where failure to obtain such Necessary Authorizations, or the failure of such Necessary Authorizations to be in full force and effect, could not reasonably be expected to have a Materially Adverse Effect. None of such Necessary Authorizations is the subject of any pending or, to the best of each Borrower Party’s knowledge, threatened attack or revocation, by the grantor of the Necessary Authorization except, other than with respect to the transactions contemplated by the Loan Documents, where the revocation by the grantor of such Necessary Authorizations could not reasonably be expected to have a Materially Adverse Effect.

  • Requisite Regulatory Approvals All Consents required to be obtained from or made with any Governmental Authority in order to consummate the transactions contemplated by this Agreement shall have been obtained or made.

  • Emergency Work Authorizations The State, at its sole discretion, may accept the Engineer's signature on a faxed copy of the work authorization as satisfying the requirements for executing the work authorization, provided that the signed original is received by the State within five business days from the date on the faxed copy.

  • Payment Authorization I authorize Xxxxx Management to collect payment of the application fee and application deposit in the amounts specified under paragraph 3 of the Disclosures.

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