Rejection by Distributor Sample Clauses

Rejection by Distributor. If any Accepted Distributor declines to enter into a Distribution Agreement with Xxxxxx, within twenty (20) days of such rejection, AB may, at its option, deliver another Identification Notice to Xxxxxx with an alternative Proposed Distributor(s) and, if appropriate, a modified Buy-Out Allocation, which Xxxxxx may accept or reject in its sole and absolute discretion, and the parties will follow the procedures set forth in this Section 2 with respect to such Identification Notice. If AB fails to deliver another Identification Notice to Xxxxxx within the time frame specified above, Xxxxxx shall be entitled to enter into an agreement with another person or entity to distribute the Products in the territory originally designated for such Accepted Distributor.
Sample 1
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Rejection by Distributor. If KO does not identify a Proposed Distributor in accordance with Section 2.2 above or if any Accepted Distributor declines to enter into a Distribution Agreement with Xxxxxx, or fails to return a valid, executed Distribution Agreement to Xxxxxx within thirty (30) days of delivery of such Distribution Agreement to such Accepted Distributor, such (a) Distribution Agreement shall be deemed void and the “Territory” defined in such Distribution Agreement shall be deleted from Exhibit B which amended Exhibit B shall be executed by the Parties, and (b) Xxxxxx may enter into an agreement to distribute the Products in the applicable “Territory” deleted from Exhibit B without any restriction.
Sample 1
Rejection by Distributor. If any Accepted Distributor fails to return a valid Distribution Agreement duly executed by such distributor within twenty (20) days of delivery of the Distribution Agreement to such Accepted Distributor or such Accepted Distributor otherwise declines to enter into a Distribution Agreement with XXX, XXX may, in its sole and absolute discretion (a) eliminate the applicable *** Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended. territory from Exhibit D to the extent included therein, and (b) enter into an agreement with another person or entity to distribute the Products in the territory originally designated for such Accepted Distributor.
Sample 1
Rejection by Distributor. If any Designated Distributor declines to enter into an On-Premise Distribution Agreement/s with Xxxxxx, XX shall have the right, subject to Xxxxxx’x prior written approval, which Xxxxxx may withhold in Xxxxxx’x sole discretion, to appoint a Substitute Distributor to distribute the Products to On-Premise Accounts only in the applicable designated territory. If Xxxxxx does not approve such Substitute Distributor, Xxxxxx may enter into a distribution agreement with respect to the applicable designated territory with any other Person designated by Xxxxxx who shall not be an AB/Xxxxxx Distributor (as defined below).
Sample 1
Rejection by Distributor. If any Accepted Distributor declines to enter into a Distribution Agreement with Xxxxxx or Xxxxxx rejects a Proposed Distributor for the reasons specified in Section 2.4, Xxxxxx shall be entitled to enter into an agreement with another Person to distribute the Products in the territory originally designated for such Proposed Distributor or Accepted Distributor, as the case may be.
Sample 1

Related to Rejection by Distributor

  • Indemnification by Distributor Distributor agrees to indemnify the Trust, its officers and Trustees and any person which controls the Trust within the meaning of the 1933 Act against any and all claims, demands, liabilities and expenses that any such indemnified party may incur under the 1933 Act, or common law or otherwise, arising out of or based upon (i) any alleged untrue statement of a material fact contained in the registration statement for any Fund, any Prospectus or Statement of Additional Information, or any advertisements or sales literature prepared by or on behalf of the Trust for Distributor's use, or any omission to state a material fact therein, the omission of which makes any statement contained therein misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Trust in connection therewith by or on behalf of Distributor; and (ii) any act or deed of Distributor or its sales representatives that has not been authorized by the Trust in any Prospectus or Statement of Additional Information or by this Agreement.

  • 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:

  • Action by Holders Whenever in this Indenture it is provided that the Holders of a specified percentage of the aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with the provisions of Article 9, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders. Whenever the Company or the Trustee solicits the taking of any action by the Holders of the Notes, the Company or the Trustee may, but shall not be required to, fix in advance of such solicitation, a date as the record date for determining Holders entitled to take such action. The record date if one is selected shall be not more than fifteen days prior to the date of commencement of solicitation of such action.

  • Termination by Either Party This Agreement may be terminated upon 60 days written notice without cause or penalty by either the Company (acting through the Conflicts Committee) or the Advisor. The provisions of Articles 1, 10, 12, 13, 15 and 16 shall survive termination of this Agreement.

  • Termination by Purchaser This Agreement may be terminated by Purchaser at any time prior to the Effective Time:

  • Proof of Execution by Holders Subject to the provisions of Section 7.01, Section 7.02 and Section 9.05, proof of the execution of any instrument by a Holder or its agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The holding of Notes shall be proved by the Note Register or by a certificate of the Note Registrar. The record of any Holders’ meeting shall be proved in the manner provided in Section 9.06.

  • Termination by Licensee 10.1. Licensee will have the right at any time to terminate this Agreement in whole or as to any portion of Patent Rights or Property Rights by giving notice in writing to The Regents. Such Notice of Termination will be subject to Article 20. (Notices) and termination of this Agreement in whole or with respect to any portion of the Patent Rights or Property Rights will be effective 60 days after the effective date thereof.

  • Indemnification by the Distributor The Distributor hereby agrees to, and shall, indemnify and hold harmless the Company and each person who controls or is affiliated with the Company within the meaning of such terms under the 1933 Act or 1940 Act and any officer, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilities, joint or several (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 they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities:

  • Termination by Buyer This Agreement and the transaction contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by Buyer, if:

  • INFORMAL ACTION BY MEMBERS Any action required to be taken at a meeting of the Members may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

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