Common use of Prohibited Sales Clause in Contracts

Prohibited Sales. Except as expressly permitted by Licensor in writing, Licensee may not (a) market or promote or seek customers for Licensed Products outside of the Territory; (b) establish a branch, wholly owned subsidiary, distribution center or warehouse with inventories of Licensed Products outside of the Territory (other than within a country in which the Licensed Products are manufactured, for the purpose of managing that manufacturing and export); (c) sell or distribute any Licensed Products to wholesalers, jobbers, diverters, catalog vendors or any other entity that does not operate retail stores exclusively other than as expressly permitted herein or pursuant to Licensor’s written approval, and to its distributors which distribute only to U.S. military bases or to retail customers in the Territory that satisfy the criteria set forth in Paragraph 7.7 hereof; (d) sell Licensed Products directly to the public in retail stores except through outlet stores operated by Licensee or an Affiliate of Licensee; (e) sell or distribute any Licensed Products over the Internet or any other global or regional computer access network; (f) use Licensed Products as giveaways, prizes or premiums, except for promotional programs which have received the prior written approval of Licensor; or (g) sell Licensed Products to any third party or Affiliate of Licensee or any of its directors, officers, employees or any person having an equity participation in or any other affiliation to Licensee, other than to Licensee’s employees or other representatives or persons for their personal use, unless such sales to a business which is an Affiliate are on an arms length basis or for personal use. Licensor may, at Licensee’s expense, purchase any Licensed Products found in the marketplace that Licensee has sold to unapproved 20 customers. Licensee shall include and shall enforce the following on all invoices to its retail customers: “Limitations on Sale by Buyer. Seller expressly reserves the right to limit the amount of merchandise delivered to only such quantities as are necessary to meet the reasonably expected demand at Buyer’s store locations. This merchandise is sold to Buyer for resale to the ultimate consumer only. Except to the extent that such prohibition would be contrary to applicable law, Buyer is expressly prohibited from selling the merchandise purchased hereunder to a retailer or other dealer in like merchandise, or to any party who Buyer knows, or has reason to know, intends to resell the merchandise. The merchandise purchased hereunder may not be sold by Buyer from any store locations which Seller has advised Buyer do not qualify as an acceptable location. Xxxxx Xxxxxxxx Licensing, LLC is a third-party beneficiary of these terms.” 7.9 Showrooms and In-Store Shops. (a)

Appears in 1 contract

Samples: License Agreement

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Prohibited Sales. Except as expressly permitted by Licensor Hilfiger in writing, Licensee may not (a) market or promote or seek customers for Licensed Products outside of the Territory; (b) establish a branch, wholly owned subsidiary, distribution center or warehouse with inventories of Licensed Products outside of the Territory (other than within which shall not be a country in which the manufacturing facility where such Licensed Products are manufacturedmanufactured or a party under contract, for the purpose of managing that directly or indirectly, with such a manufacturing and export)facility; (c) sell or distribute any Licensed Products to wholesalers, jobbers, diverters, catalog vendors or any other entity that does not operate retail stores exclusively other than as expressly permitted herein or pursuant to Licensor’s written approval, and to its distributors a distributor which distribute distributes only to U.S. military bases or to retail customers in the Territory that satisfy the criteria set forth in Paragraph 7.7 hereofbases; (d) sell Licensed Products directly to the public in retail stores stores, except through outlet stores operated by Licensee or an * CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO RULE 24 b-2 OF THE 1934 ACT. 15 Affiliate of Licensee; (e) sell or distribute any Licensed Products over the Internet or any other global or regional computer access network; (f) use Licensed Products as giveaways, prizes or premiums, except for promotional programs which have received the prior written approval of LicensorHilfiger; or (g) sell Licensed Products to any third party or Affiliate of Licensee (except for Affiliates of Licensee which operate outlet stores) or any of its directors, officers, employees or any person having an equity participation in or any other affiliation to Licensee, other than to Licensee’s 's employees or other representatives or persons for their personal use, unless such sales to a business which is an Affiliate are on an arms length basis or for personal usewithout the prior written approval of Hilfiger. Licensor Hilfiger may, at Licensee’s 's expense, purchase any Licensed Products found in the marketplace that Licensee has sold to unapproved 20 customers. Licensee shall include and shall enforce the following on all invoices to its retail customers: "Limitations on Sale by Buyer. Seller expressly reserves the right to limit the amount of merchandise delivered to only such quantities as are necessary to meet the reasonably expected demand at Buyer’s 's store locations. This merchandise Merchandise is sold to Buyer for resale to the ultimate consumer onlyonly and only from such store locations as have been approved in writing by Seller. Except to the extent that such prohibition would Buyer shall be contrary to applicable law, Buyer is expressly prohibited from selling the merchandise purchased hereunder to a retailer or other dealer in like merchandise, or to any party who Buyer knows, or has reason to know, intends to resell the merchandise. The merchandise purchased hereunder may not be sold by Buyer from any store locations which Seller has advised Buyer do not qualify as an acceptable location. Xxxxx Xxxxxxxx Licensing, LLC is a third-party beneficiary of these terms.” 7.9 Showrooms and In-Store Shops. (a)"

Appears in 1 contract

Samples: License Agreement (Movado Group Inc)

Prohibited Sales. Except as expressly permitted by Licensor in writing, Licensee may not (a) market or promote or seek customers for Licensed Products outside of the Territory; (b) establish a branch, wholly owned subsidiary, distribution center or warehouse with inventories of Licensed Products outside of the Territory (other than within a country in which the Licensed Products are manufactured, for the purpose of managing that manufacturing and export); (c) sell or distribute any Licensed Products to wholesalers, jobbers, diverters, catalog vendors or any other entity that does not operate retail stores exclusively other than as expressly permitted herein or pursuant to Licensor’s written approval, and to its distributors which distribute only to U.S. military bases or to retail customers in the Territory that satisfy the criteria set forth in Paragraph 7.7 hereof; (d) sell Licensed Products directly to the public in retail stores except through outlet stores operated by Licensee or an Affiliate of Licensee; (e) sell or distribute any Licensed Products over the Internet or any other global or regional computer access network; (f) use Licensed Products as giveaways, prizes or premiums, except for promotional programs which have received the prior written approval of Licensor; or (g) sell Licensed Products to any third party or Affiliate of Licensee or any of its directors, officers, employees or any person having an equity participation in or any other affiliation to Licensee, other than to Licensee’s employees or other representatives or persons for their personal use, unless such sales to a business which is an Affiliate are on an arms length basis or for personal use. Licensor may, at Licensee’s expense, purchase any Licensed Products found in the marketplace that Licensee has sold to unapproved 20 customers. Licensee shall include and shall enforce the following on all invoices to its retail customers: “Limitations on Sale by Buyer. Seller expressly reserves the right to limit the amount of merchandise delivered to only such quantities as are necessary to meet the reasonably expected demand at Buyer’s store locations. This merchandise is sold to Buyer for resale to the ultimate consumer only. Except to the extent that such prohibition would be contrary to applicable law, Buyer is expressly prohibited from selling the merchandise purchased hereunder to a retailer or other dealer in like merchandise, or to any party who Buyer knows, or has reason to know, intends to resell the merchandise. The merchandise purchased hereunder may not be sold by Buyer from any store locations which Seller has advised Buyer do not qualify as an acceptable location. Xxxxx Xxxxxxxx Licensing, LLC is a third-party beneficiary of these terms.” 7.9 Showrooms and In-Store Shops. (a)unapproved

Appears in 1 contract

Samples: License Agreement (Movado Group Inc)

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Prohibited Sales. Except as expressly permitted by Licensor Hilfiger in writing, Licensee may not (a) market or promote or seek customers for Licensed Products outside of the Territory; (b) establish a branch, wholly owned subsidiary, distribution center or warehouse with inventories of Licensed Products outside of the Territory (other than within a country in which the Licensed Products are manufactured, for the purpose of managing that manufacturing and export)Territory; (c) sell or distribute any Licensed Products to wholesalers, jobbers, diverters, catalog vendors or any other entity that does not operate retail stores exclusively other than as expressly permitted herein or pursuant to Licensor’s written approval, and to its distributors which distribute only to U.S. military bases or to retail customers in the Territory that satisfy the criteria set forth in Paragraph 7.7 hereofexclusively; (d) sell Licensed Products directly to the public in retail stores except through outlet stores operated by Licensee or an Affiliate of Licensee; (e) sell or distribute any Licensed Products over the Internet or any other global or regional computer access network; (fe) use Licensed Products as giveaways, prizes or premiums, except for promotional programs which have received the prior written approval of LicensorHilfiger; or (gf) sell Licensed Products to any third party or Affiliate of Licensee or any of its directors, officers, employees or any person having an equity participation in or any other affiliation to Licensee, other than to Licensee’s employees or other representatives or persons for their personal use, unless such sales to a business which is an Affiliate are on an arms length basis or for personal usewithout the prior written approval of Hilfiger. Licensor Hilfiger may, at Licensee’s 's expense, purchase any Licensed Products found in the marketplace that Licensee has sold to unapproved 20 customers. Licensee shall include and shall enforce the following on all invoices to its retail customers: "Limitations on Sale by Buyer". ----------------------------- Seller expressly reserves the right to limit the amount of merchandise delivered to only such quantities as are necessary to meet the reasonably expected demand at Buyer’s buyer's store locations. This merchandise Merchandise is sold to Buyer for resale to the ultimate consumer only. Except to the extent that such prohibition would Buyer shall be contrary to applicable law, Buyer is expressly prohibited from selling the merchandise purchased hereunder to a retailer or other dealer in like merchandise, or to any party who Buyer knows, or has reason to know, intends to resell the merchandise. The merchandise purchased hereunder may not be sold by Buyer from any store locations which Seller has been advised Buyer do not qualify as an acceptable location. Xxxxx Xxxxxxxx Licensing, LLC is a third-party beneficiary of these terms.” 7.9 Showrooms and In-Store Shops. (a)

Appears in 1 contract

Samples: Agreement (Hilfiger Tommy Corp)

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