Reseller Arrangements Sample Clauses

Reseller Arrangements. In the event this License Agreement is being executed and delivered by a licensee who is being licensed to resell Cellular Telephone Services or an Alternate Wireless Service, it is anticipated that certain terms and conditions applicable herein to providers of such services will need to be modified and that certain additional terms and conditions may need to be added hereto to accommodate the differences between the provision of such services directly by a provider and by a reseller of such services. Accordingly, as necessary, in any such event, the parties hereto shall complete and attach hereto an appropriate Exhibit G to reflect such modified or additional terms and conditions and such Exhibit G shall thereafter be deemed to be incorporated herein and made a part hereof for all purposes.
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Reseller Arrangements. Where specified in Item 12 of the Order Form, the parties agree that the Supplier may provide particular Services and/or Deliverables in the Supplier's capacity as a reseller and subject to any Additional Conditions relating to the reseller arrangement.
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Reseller Arrangements. (a) Agreements with Merchants. (i) Attached to Schedule 5.21(a)(i) are true and correct copies of the forms upon which (A) any agreements with or applications from Merchants or (B) any currently effective Merchant Agreements are based. Except as provided on Schedule 5.21(a)(i), there have been no material deviations from such forms in any such currently effective Merchant Agreement. Copies of the ten (10) largest Merchant Agreements, as measured both by sales volume and by revenue generated during the twelve (12) months prior to Closing, have been provided to Buyer. (ii) With respect to the Merchants, whether as a result of the Contemplated Transactions or otherwise, none of the Merchant Agreements obligate or will obligate the Company (by the terms of any of such Contracts, or at the option of the other party to such Contracts) to (A) make a lump sum payment in lieu of any future stream of revenue or otherwise, (B) acquire or assume any asset or liability, (C) offer a right of first refusal or similar preferential right in favor of such Merchant or (D) pay ongoing residuals, commissions or fees to any third party.
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Reseller Arrangements. (a) RMSA shall have the exclusive right to relicense the Products and to provide related services in Switzerland, in its sole and complete discretion, including, but not limited to the right to set relicense fees and the charges for related technical services. All of the costs and expenses incurred by RMSA relating to the relicensing of the Products and the provision of related services, or otherwise will be borne by RMSA. RMSA is not, and shall not do business as the representative, agent, franchisee, servant or employee of Real Media USA but shall act solely as an independent contractor. RMSA may relicense the Products and provide related services, only upon procuring from each customer a properly completed and executed non-exclusive Product license agreement in a form substantially similar to the attached Annex A; this licensing agreement may be properly completed and executed online by the licensees. (b) RMSA shall ensure that all copies of the Products delivered to customers shall retain the proprietary and copyright notices and legends supplied by Real Media (c) RMSA shall report and pay Real Media USA on a quarterly basis a fee on all receipts for Products and related services sold in the previous quarter. Payments to Real Media USA shall be computed as a percentage of the net sales price for the Products and related services sold to end users calculated in accordance with the fee schedule attached as Schedule 1 based upon all such sales from and after the date hereof and subject to the credit for prepaid fees set forth thereon. Payments shall be made in United States currency to a Bank designated by Real Media USA within thirty (30) days of end of each quarter.
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Reseller Arrangements. (a) The European Companies shall, subject to Paragraph 13 hereof, have the exclusive right to relicense the Products and to provide related technical services in Europe, in its sole and complete discretion, including, but not limited to the right to set relicense fees and the charges for related technical services. All of the costs and expenses incurred by the European Companies relating to the relicensing of the Products and the provision of related technical services, or otherwise, except for those costs described in Paragraph 5, will be borne by the European Companies. The European Companies are not, and shall not do business as the representative, agent, franchisee, servant or employee of Real Media USA but shall act solely as an independent contractor. The European Companies may relicense the Products and provide related technical services, only upon procuring from each customer a properly completed and executed non-exclusive Product license agreement in a form substantially similar to the attached Annex A; this licensing agreement may be properly completed and executed online by the licensees. (b) The European Companies shall ensure that all copies of the Products delivered to customers shall retain the proprietary and copyright notices and legends supplied by Real Media USA and shall keep a record identifying each copy of the Product and the customer to whom it has been delivered. (c) The European Companies shall report and pay Real Media USA on a quarterly basis fee on all receipts for Products and related technical services sold in the previous quarter. Payments to Real Media USA shall be computed as a percentage of the gross sales price for the Products and related technical services sold to end users calculated in accordance with the fee schedule attached as Schedule I based upon all such sales from and after January 1, 1998. Payments shall be made in United States currency to a Bank designated by Real Media USA within thirty (30) days of end of each quarter, provided that $275,451 of such fees shall be payable by the European Companies as a prepaid license fee (the "Prepaid License Fee"), the receipt of which is hereby acknowledged by Real Media USA. No quarterly fees shall be due and payable until such time as the European Companies have achieved sales hereunder which otherwise would have resulted in the payment of $275,451 of fees to Real Media USA. The PUBLIGroupe Notes (as defined below) shall be surrendered for cancellation upon execution ...
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Reseller Arrangements. The Parties agree that during the term of this License Agreement, or any extensions thereto, the Licensee may enter into Reseller Agreements, strictly within the Territory as defined, and as explicitly provided for under an Licensor approved form - Reseller Agreement.. Within thirty (30) days of the execution of a Reseller Agreement, the Licensee must deliver a copy of such to the Licensor. A failure of such delivery will represent a material breach here in under of this Licensing Agreement and be immediate grounds for Termination. It is understood by the Parties that no intellectual property rights will be granted under the Reseller Agreement and that all services provided under such will be performed by either the Licensor or the Licensee, as properly trained and certified under Section 6.18 below.
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Reseller Arrangements. The Company agrees to cause VideoDome and /or the Company to continue to service ROO upon mutually agreeable terms and conditions recognizing the limitations of ROO's currently limited financial resources. The Company further agrees to cause VideoDome and/ or the Company to enter into good faith negotiations with respect to the compensation structure with respect to Reseller Arrangements entered into after the date hereof. In this regard the Company will seek to insure that ROO has access to the services provided by VideoDome and/or the Company; provided that the terms are economically feasible to such parties. ROO acknowledges and agrees that VideoDome and/or the Company shall be entitled to increase the rates charges to ROO for the services to market rates over a reasonable mutually agreed upon period of time.
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Related to Reseller Arrangements

  • Other Arrangements Nothing in this agreement shall be construed to prevent or inhibit other arrangements or practices of any party state or states to facilitate the interchange of educational personnel.

  • Business Arrangements Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has granted rights to develop, manufacture, produce, assemble, distribute, license, market or sell its products to any other person and is not bound by any agreement that affects the exclusive right of the Company or such subsidiary to develop, manufacture, produce, assemble, distribute, license, market or sell its products.

  • Soft Dollar Arrangements On an ongoing basis, but not less often than annually, the Adviser will identify and provide a written description to the Board of all “soft dollar” arrangements that the Adviser maintains with respect to the Funds or with brokers or dealers that execute transactions for the Funds, if any, and of all research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party), if any, as a result, in whole or in part, of the direction of Fund transactions to the broker or dealer.

  • Implementation Arrangements Institutional Arrangements

  • No Other Arrangements The Acquiror Company is not a party to any agreement, contract or arrangement for services that would result, individually or in the aggregate, in the payment of any amount that would not be deductible by reason of Section 162(m), 280G or 404 of the Code. The Acquiror Company is not a “consenting corporation” within the meaning of Section 341(f) of the Code. The Acquiror Company does not have any “tax-exempt bond financed property” or “tax-exempt use property” within the meaning of Section 168(g) or (h), respectively of the Code. The Acquiror Company does not have any outstanding closing agreement, ruling request, request for consent to change a method of accounting, subpoena or request for information to or from a Governmental Authority in connection with any Tax matter. During the last two years, the Acquiror Company has not engaged in any exchange with a related party (within the meaning of Section 1031(f) of the Code) under which gain realized was not recognized by reason of Section 1031 of the Code. The Company is not a party to any reportable transaction within the meaning of Treasury Regulation Section 1.6011-4.

  • Special Arrangements Fees for activities of a non-recurring nature such as reorganizations, and/or preparation of special reports will be subject to negotiation.

  • Tax Arrangements 47.1 Where the Contractor is liable to be taxed in the UK in respect of consideration received under this contract, it shall at all times comply with the Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (ITEPA) and all other statutes and regulations relating to income tax in respect of that consideration. 47.2 Where the Contractor is liable to National Insurance Contributions (NICs) in respect of consideration received under this Framework Agreement, it shall at all times comply with the Social Security Contributions and Benefits Xxx 0000 (SSCBA) and all other statutes and regulations relating to NICs in respect of that consideration. 47.3 The Authority may, at any time during the term of this Framework Agreement, request the Contractor to provide information which demonstrates how the Contractor complies with sub-clauses 47.1 and 47.2 above or why those clauses do not apply to it. 47.4 A request under sub-clause 47.3 above may specify the information which the Contractor must provide and the period within which that information must be provided.

  • Certain Arrangements The Company will not consummate or permit to occur any Section 13 Event unless (A) the Principal Party has a sufficient number of authorized, unissued and unreserved Common Shares to permit the exercise in full of the Rights in accordance with this Section 13 and (B) prior thereto the Company and the Principal Party have executed and delivered to the Rights Agent a supplemental agreement confirming that (1) the requirements of this Section 13 will be promptly performed in accordance with their terms, (2) the Principal Party will, upon consummation of such Section 13 Event, assume this Plan in accordance with Section 13(a) and Section 13(b), (3) such Section 13 Event will not result in a default by the Principal Party pursuant to this Plan (as it has been assumed by the Principal Party) and (4) the Principal Party, as soon as practicable after the date of such Section 13 Event and at its own expense, will: (i) prepare and file a registration statement pursuant to the Securities Act with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (x) become effective as soon as practicable after such filing and (y) remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Expiration Date, and similarly comply with applicable state securities laws; (ii) use its best efforts to list (or continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on a national securities exchange or to meet the eligibility requirements for quotation on a national securities exchange and to list (and continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on a national securities exchange; (iii) deliver to holders of the Rights historical financial statements for the Principal Party and its Affiliates that comply in all respects with the requirements for registration on Form 10 (or any successor form) promulgated under the Exchange Act; and (iv) take all other action as may be necessary to allow the Principal Party to issue the securities purchasable upon exercise of the Rights.

  • Transitional Arrangements 1. Subject to the provisions of paragraphs 2, 3 and 4, no Member shall be obliged to apply the provisions of this Agreement before the expiry of a general period of one year following the date of entry into force of the WTO Agreement. 2. A developing country Member is entitled to delay for a further period of four years the date of application, as defined in paragraph 1, of the provisions of this Agreement other than Articles 3, 4 and 5. 3. Any other Member which is in the process of transformation from a centrally-planned into a market, free-enterprise economy and which is undertaking structural reform of its intellectual property system and facing special problems in the preparation and implementation of intellectual property laws and regulations, may also benefit from a period of delay as foreseen in paragraph 2. 4. To the extent that a developing country Member is obliged by this Agreement to extend product patent protection to areas of technology not so protectable in its territory on the general date of application of this Agreement for that Member, as defined in paragraph 2, it may delay the application of the provisions on product patents of Section 5 of Part II to such areas of technology for an additional period of five years. 5. A Member availing itself of a transitional period under paragraphs 1, 2, 3 or 4 shall ensure that any changes in its laws, regulations and practice made during that period do not result in a lesser degree of consistency with the provisions of this Agreement.

  • Escrow Arrangements Pursuant to the Escrow Agreement to be entered into among Millxx, xxe Company, Buyer and the Escrow Agent, the portion of the Remaining Purchase Price specified in SECTION 2.6(c) shall be delivered to the Escrow Agent at Closing in immediately available funds. Such monies (which, together with all interest accrued thereon, is hereinafter referred to as the "ESCROW SUM") shall be held pursuant to the terms of the Escrow Agreement for payment from such Escrow Sum of the amounts, if any, owing by the Company and/or Millxx xx Buyer pursuant to the indemnification provisions of ARTICLE VIII below. At the conclusion of the period ending ten days after completion of the Post Closing AA Review and the resolution of any disputes therein pursuant to SECTION 2.9 below, the Escrow Sum shall be reduced to an amount equal to the sum of $1,000,000 in cash, plus the amount, if any, reserved, but not then paid or resolved, pursuant to claims made against the Escrow Sum by Buyer pursuant to the Escrow Agreement and this Agreement (such amount of reduction in the Escrow Sum being referred to as the "ESCROW SUM REDUCTION") and (ii) on April 17, 2000 (such period being referred to herein as the "ESCROW PERIOD"), such remaining portion of the Escrow Sum not theretofore claimed by or paid to Buyer in accordance with the terms of Escrow Agreement and this Agreement (together with any interest on such remaining portion of the Escrow Sum) shall be disbursed to the Company or Millxx. Xxe Company, Millxx xxx Buyer agree that each will execute and deliver such reasonable instruments and documents as are furnished by any other party to enable such furnishing party to receive all disbursements pursuant to the Escrow Sum Reduction or at the expiration of the Escrow Period which the furnishing party is entitled under the provisions of the Escrow Agreement and this Agreement.

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