Representative Obligations Sample Clauses

Representative Obligations. Representative hereby agrees to use its best efforts to promote the sale of the Authorized Products to Authorized Accounts in the Authorized Territory and to cooperate with Publisher in carrying out the Publisher's sales programs. To this end, Representative shall, without limitation: (a) Maintain an office and staff in the Authorized Territory sufficient to meet obligations under this Agreement; (b) Contact all Authorized Accounts and potential accounts on a regular basis as agreed upon with the Publisher's sales management; (c) Cooperate at the request of Publisher and furnish such information concerning the credit standing and accounts payables of Authorized Accounts in the Authorized Territory; (d) Be responsible for assisting Publisher in assuring the prompt payment from Authorized Accounts within their terms of credit extended by Publisher; (f) Provide such sales and lead reports and forecasts and such other information reasonably requested by Publisher, including, but not limited to, reports and forecasts regarding market conditions, pending business and contacts, problem areas, and sales plans and programs; and (g) Provide necessary and reasonable customer support and consultation, including accommodating customer relations and inquiries.
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Representative Obligations. During the Term, Representative will: (i) use commercially reasonable efforts to successfully promote, and solicit orders for, the Products on a continuing basis in the Territory, (ii) as requested by Company, support Company’s marketing and promotion activities for sales of the Products in the Territory; and (iii) refer customer complaints to Company and assist Company in resolving customer complaints.
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Representative Obligations. In the course of carrying on the Representative’s Business, the Representative must not, and must ensure that each of its directors, employees and Individual Representatives do not: (a) dishonestly, fraudulently, maliciously or criminally act or omit to take any action; (b) amend, vary or modify any policies, documents, forms or other materials drafted or prepared by RI Advice Group or any Issuer without having obtained prior written approval from RI Advice Group; (c) bind RI Advice Group or any Issuer in any way and in particular (without limitation), by written or oral conduct, purport: (i) to enter into contracts of insurance on behalf of RI Advice Group or any Issuer, or (ii) to deal with or settle claims against RI Advice Group or any Issuer, unless expressly authorised in writing by RI Advice Group to do so; (d) use the name of RI Advice Group or any other name under which RI Advice Group carries on business in a way which may cause offence to, or damage the reputation of, RI Advice Group; (e) make any purchase on behalf of or in any way pledge the credit of RI Advice Group or any Issuer without the consent in writing of RI Advice Group or such Issuer; (f) accept, and must ensure that no employee, Representative or director of the Representative accepts, any significant benefit from any Issuer without the prior written consent of RI Advice Group; or (g) refuse to supply RI Advice Group with any information or documents required by RI Advice Group under this clause 6.
Sample 1
Representative Obligations. 2.1. Representative shall not, change any order accepted by the Company, make any guarantees concerning the services, grant or allow any refund for any Service, or grant any allowance for the Services. 2.2. Representative shall communicate information to Invisible Hand Networks’ prospects and customers as the Company may reasonably request, including information concerning the Services and the terms and conditions of sale thereof. Information concerning the Services shall be communicated to customers and prospective customers only in accordance with the Service specifications and availabilities established by the Company from time to time and available for viewing at xxxx://xxx.xxxxxxxxxxxxx.xxx or otherwise communicated to Representative by the Company. 2.3. Representative acknowledges that the trademarks used by Invisible Hand Networks are the sole property of the Company. Representative shall not use the Company's trademarks except to identify the Services sold by Invisible Hand Networks in a manner approved by the Company. Upon termination of this Agreement, Representative shall cease completely the use of the Company's trademarks. 2.4. Representative shall identify Invisible Hand Networks Products and Services with the Invisible Hand Networks brand. Sales materials the Representative may prepare, correspondence, and conversations with prospects shall all be deemed opportunities to identify said Products and Services with the Invisible Hand Networks brand.
Sample 1
Representative Obligations. Immediately upon termination or expiration of this Agreement, Representative shall: (i) discontinue any use of the name, logo, trademarks or slogans of Sipex and the trade names of any of the Products, (ii) cease making any representations or statements from which it could be inferred that any relationship exists between Sipex and Representative, and (iii) cease soliciting orders for and promoting the Product (but will not act in any way to damage or impair the reputation of Sipex or the Product).
Sample 1
Representative Obligations. Subject to Article VII, at least three (3) Business Days prior to the Closing Date and before Parent, the Exchange Agent or the Surviving Entity shall make any payments hereunder to Legacy Equityholders (including Optionholders who will exercise their Company Options prior to Closing), the Securityholder Representative shall deliver to Parent and the Exchange Agent a payment schedule setting forth (a) the name and address of each Legacy Equityholder (including each Optionholder who will exercise their Company Options prior to Closing) entitled to distribution of Equity Consideration, and (b) the amount of consideration to which each such Legacy Equityholder (including each Optionholder who will exercise their Company Options prior to Closing) is then entitled (and, with respect to payments to be made in connection with the Closing, the amount of any income or employment Tax withholding required under applicable Law), together with calculations of the amount then payable to such holder (the “Payments Schedule”). The Securityholder Representative shall be responsible for instructing Parent, the Exchange Agent and the Surviving Entity as to the distribution of such amounts. Parent, the Exchange Agent and the Surviving Entity may rely on the instructions of the Securityholder Representative for distributions and shall have no responsibility or liability with respect thereto; provided, that the distribution instructions of the Securityholder Representative are followed. The Parent Representative shall be responsible for instructing the Company, the Exchange Agent and the Securityholder Representative as to any matters set forth herein relating to Parent and/or Sponsor. The Company, the Exchange Agent and the Equityholders may rely on the instructions of the Parent Representative for distributions and shall have no responsibility or liability with respect thereto; provided, that the distribution instructions of the Parent Representative are followed.
Sample 1
Representative Obligations. 2.1. To begin the enrolment process, you will complete and submit the online application. We may reject your application at our sole discretion. We may cancel your application if we determine that you are unsuitable for our Program, including if you: 2.1.1. Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age 2.1.2. Promote illegal activities including online dips & raffles. 2.1.3. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion. 2.1.4. Promote other direct selling/party plan/Affiliate businesses that are in direct competition with Herbal & Herbs.
Sample 1
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Representative Obligations a. Representative shall provide Full Service ("FS") and/or Retail Service ("RS") functions for the Products shipped to Customers in the Territory. 1. FS functions to be performed by Representative i. Increase the demand for and promote the purchase of Products by Customers in the Territory; ii. Maintain good relations with Customers in the Territory; iii. Execute Product merchandising programs announced by Client from time to time related to the Customers in the Territory; iv. Solicit orders for Products from Customer located in the Territory; v. Promptly report all purchase orders for confirmation or approval by Client; vi. Report negotiations to prospective Customers within the Territory to Client; vii. Use its best efforts to assist Client in collecting delinquent Customer accounts, unauthorized Customer deductions, unauthorized Customer discounts and other short payments; viii. Provide marketing services to Customers within the Territory, including development and execution of cooperative advertising plans with Customers, local distribution and Product shipment information, special in-store Customer promotions and joint promotions involving Customer and Client; and ix. Perform all the RS functions for the Products mentioned in Exhibits A as set forth in paragraph 2 of this Agreement. 2. RS functions to be performed by Representative i. Maintain regular (planned) store visit coverage frequencies (as may be mutually determined by Client and Representative) for each Customer in the Territory; ii. Ensure maximum Product distribution to Customers in the Territory; iii. Sell Customer-authorized displays with any Client-required point of sale ("POS") materials; iv. Execute special Client events in a timely manner in Customer stores in the Territory; v. Use best effort to maximize and maintain Product positions on Customer shelves in accordance with Client standards; vi. Implement final retail schematic plan-o-grams for Products at Customer locations once approved; vii. Remove unsaleable Products from Customer shelves during regular Customer store visits/coverage frequencies; viii. Present Product surveys and suggested Product orders to Customer retail store managers in the Territory and forward completed surveys to Client's designated representatives; ix. Report competitive product activity to Client's designated representative. b. All solicitations of orders by Representative for Products from Customers located in the Territory shall be conducted in accordan...
Sample 1
Representative Obligations. Business Establishment a. Representative shall at its own expense at all times during the Term: i. maintain at Representatives' place of business, sufficient computers and modems and Microsoft Office Suite compatible software ("PC's") to enable Representative's employees and independent contractors to read Philips' electronic documents; ii. subscribe to Philips approved e mail service to send and receive Philips e-mail and electronic documents; iii. install and use other software recommended by Philips from time-to-time to enhance Representatives' productivity; b. If Philips assigns a Representative's principal, employee, or independent contractors a Philips voicemail box, then such voicemail box shall be accessed solely by the person to whom it was assigned and such person shall regularly check the Philips voicemail box. c. Representative shall comply with the requirements set forth in Section 4 of the Common Terms regarding insurance coverage and provide Philips with evidence of such insurance coverage upon Philips' request. DMS Health TechnologiesMaster AgreementsMarch 28, 2014-CCM;TAA page 50 of 99 a. Representative shall meet or exceed the Performance Standard set forth in Product Exhibits, which Representative agrees is a reasonable approximate forecast of its performance hereunder. Representative shall: a. Use its best efforts to promote the sale of Products and Services to Accounts, including maintaining regular contact with all Accounts and providing pre-sale and post-sale support as set forth on the Product Exhibit. b. Have the skills and knowledge necessary to give effective demonstrations and train customers to use the Products in all applications. c. Conduct new product introductions and product enhancements, champion Philips National and Regional Accounts, and protect against competitor marketing strategies. d. Cultivate customer loyalty through continuity of call coverage. e. Understand pricing plans, competition, marketing objectives, customer services objectives, and customer and Philips administrative processes. f. Respond to informal requests for quotations for Products and Services from Accounts, utilizing Philips approved quotation software or quotes from Philips. g. Respond to formal requests for quotations for Products and Services from Accounts by promptly forwarding them to Philips. Inform Philips as to whether the quotation should be directed to Representative or to the prospective customer with copy to Representative. h. Market, ...
Sample 1

Related to Representative Obligations

  • Negative Obligations any obligation not to do anything includes an obligation not to suffer, permit or cause that thing to be done;

  • Affirmative Obligations Except (a) as expressly contemplated by this Agreement; (b) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter; (c) as contemplated by Section 5.2; or (d) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will, and will cause each of its Subsidiaries to, (i) use its respective commercially reasonable efforts to maintain its existence in good standing pursuant to applicable law; (ii) subject to the restrictions and exceptions set forth in Section 5.2 or elsewhere in this Agreement, conduct its business and operations in the ordinary course of business; and (iii) use its respective commercially reasonable efforts to (a) preserve intact its material assets, properties, Contracts or other legally binding understandings, licenses and business organizations; (b) keep available the services of its current officers and key employees; and (c) preserve the current relationships with customers, vendors, distributors, partners (including platform partners, referral partners, consulting and implementation partners), lessors, licensors, licensees, creditors, contractors and other Persons with which the Company Group has business relations.

  • Guaranty of the Obligations Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the “Guaranteed Obligations”).

  • Conditions to the Obligations of the Parties The obligations of each Party to consummate the Transactions shall be subject to the satisfaction or written waiver (where permissible) by the Company and CCTS of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing the consummation of the Transactions, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under the Securities Act and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval shall have been obtained; (i) Holdco’s initial listing application with Nasdaq in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance; (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption), Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meeting.

  • Conditions to the Obligations of the Purchasers The obligation of each of the Purchasers to purchase Shares at the Closing is subject to the fulfillment, or the waiver by such Purchaser, of each of the following conditions on or before the Closing:

  • Conditions to the Obligations of the Sellers Each and every obligation of the Sellers under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Sellers:

  • Conditions to the Obligations of the Seller Each and every obligation of the Seller under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Seller:

  • Additional Obligations of the Company The Company shall: (a) At least three (3) Business Days before filing the Mandatory Registration Statement, furnish to counsel selected by the Holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any similar or successor reports that have been filed via XXXXX which may be incorporated or deemed to be incorporated by reference thereto), and the Company shall in good faith consider any reasonable comments of such counsel received at least one (1) Business Day prior to filing. (b) Promptly notify the Holders when the Mandatory Registration Statement is declared effective by the Commission. The Company shall respond as promptly as reasonably practicable to any comments received from the Commission with respect to the registration statement or any amendments thereto and shall furnish to the Holders, upon request, any comments of the Commission staff regarding the Holders. The Company shall promptly file with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act after the Company concludes that the staff of the Commission has no further comments on the filing. (c) Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them. (d) Use commercially reasonable efforts to register and qualify the securities covered by the Mandatory Registration Statement under such other securities or Blue Sky laws of such U.S. jurisdictions as shall be reasonably requested by the Holders unless an exemption from registration and qualification exists; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, file a general consent to service of process or subject itself to general taxation in any such states or jurisdictions. (e) Promptly notify each Holder of Registrable Securities covered by the Mandatory Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing (provided that in no event shall such notice contain any material, non-public information regarding the Company) and, when such state of facts no longer exists whether due to passage of time or filing of supplemental disclosure by the Company, the Company shall promptly furnish to each such Holder a reasonable number of copies of any supplement or amendment to such prospectus filed by the Company. (f) Use commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of the Mandatory Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction in the United States, and in the event of the issuance of any stop order suspending the effectiveness of such registration statement, or any order suspending or preventing the use of any related prospectus or suspending the qualification of any equity securities included in such registration statement for sale in any jurisdiction, the Company shall use commercially reasonable efforts to obtain promptly the withdrawal of such order. (g) Use commercially reasonable efforts to cause all Shares to be listed on each securities exchange on which the same class of securities issued by the Company are then listed (collectively, the “Trading Markets”), including, without limitation, by the filing of any required additional listing applications. (h) Use commercially reasonable efforts to cooperate with the Holders who hold Registrable Securities being offered and, to the extent applicable, facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities sold pursuant to the Mandatory Registration Statement, and enable such certificates to be in such denominations or amounts, as the case may be, as the Holders may reasonably request and registered in such names as the Holders may request. (i) Provide and cause to be maintained a registrar and transfer agent for all Registrable Securities covered by any registration statement from and after a date not later than the effective date of the Mandatory Registration Statement. (j) Not, nor shall any subsidiary or affiliate thereof, identify any Holder as an underwriter in any public disclosure or filing with the SEC or the NASDAQ Stock Market or any other securities exchange or market without the consent of such Holder except as required by law.

  • Conditions Precedent to the Obligations of the Company to sell Securities The obligation of the Company to sell Securities at the Closing is subject to the satisfaction or waiver by the Company, at or before the Closing, of each of the following conditions:

  • Conditions to the Obligations of the Purchaser The obligations of the Purchaser to purchase any Notes will be subject to the accuracy in all material respects of the representations and warranties on the part of the Company in Section 1 of this Agreement as of the date of the Terms Agreement and as of the Closing Date for such Notes, to the performance and observance in all material respects by the Company of all covenants and agreements herein contained on its part to be performed and observed and to satisfaction of the following additional conditions precedent in all material respects: (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened; (b) To the extent agreed to between the Company and the Purchaser in a Terms Agreement and except to the extent modified by such Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the Company, dated as of the Closing Date, to the effect set forth in Section 5(d) (except that (i) such certificate shall also relate to the Time of Sale Prospectus and (ii) references to the Prospectus shall be to the Prospectus as supplemented at the time of execution of the Terms Agreement), (ii) the opinion of counsel for the Company, dated as of the Closing Date, to the effect set forth in Section 5(b), (iii) the opinion of Xxxxx Xxxxx LLP, counsel for the Purchaser, dated as of the Closing Date, to the effect set forth in Section 5(c), and (iv) letter of the Company’s registered independent public accountants, dated as of the Time of Sale and Closing Date, to the effect set forth in Section 5(e); and (c) Prior to the Closing Date, the Company shall have furnished to the Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement and an applicable Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement or such Terms Agreement and required to be delivered to the Purchaser pursuant to the terms hereof and thereof shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or at any time prior to, the respective Closing Date by the Purchaser. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

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