Sales Agency Sample Clauses

Sales Agency. 2.8.1 In respect of any sale of the Ship to be conducted: (a) following a termination of the leasing of the Ship pursuant to clause 2.5.2(a) or 2.5.2(b) (Voluntary Termination after Delivery) or any deemed voluntary termination of the leasing of the Ship pursuant to clause 24.3; or (b) on the Lease Period End Date; or (c) following any termination of the Lease Period pursuant to clause 18.1 (Termination Rights); or (d) following any termination of the Lease Period pursuant to clause 18.2 (Mandatory Prepayment); the Lessor irrevocably appoints the Lessee to act as the agent of the Lessor for the purpose of negotiating the sale of the Ship on the terms set out in clause 2.7 subject to and upon the limitations set out in clauses 2.8.4 to 2.8.8 and the Lessor agrees that, until termination of such agency pursuant to clause 2.8.3 or 2.8.4, the Lessee shall continue to be empowered to negotiate a sale of the Ship, which shall then be concluded in the manner described in clauses 2.8.6 and 2.8.7. 2.8.2 The appointment of the Lessee as the sales agent of the Lessor shall commence on: (a) the date on which the Lessee notifies the Lessor that it wishes to terminate the leasing of the Ship in accordance with clause 2.2 or 2.5.2; and (b) on the date on which the Lessee is deemed to have exercised its rights of voluntary termination in accordance with clauses 2.5.4 or 2.5.5 following the issue by the Lessor of a notice pursuant to any of clauses 18.2 or 24; and (c) in the case of a termination of the leasing by the Lessor pursuant to clause 18.1, on the date on which the Lessor serves notice on the Lessee pursuant to clause 18.1; and (d) in any other circumstance, on the fourth anniversary of the Delivery Date, and shall terminate on the earlier of (i) the date on which the Net Sale Proceeds are actually and unconditionally received and applied in accordance with clause 2.10 or (ii) the date on which the Lessor terminates the appointment of the Lessee pursuant to clause 2.8.3 below or (iii) in any event, and without any action being required by the Lessor, the fifth anniversary of the Delivery Date. 2.8.3 The Lessor shall be entitled to terminate the sales agency under clause 2.8.1 or, as the case may be, clause 2.8.2 by means of written notification to the Lessee: (a) at any time after notice is given under clause 18.1 or clause 18.2 and in each such case where the Lessee shall have failed to pay to the Lessor the Termination Amount and any other sums then due to the L...

Sales Agency. In respect of any sale of the Ship in accordance with clause 3.4, the Lessor hereby appoints the Lessee (and such appointment shall, without prejudice to clause 3.4.5, constitute a full discharge by the Lessor of its obligation under clause 3.4 to endeavour to sell the Ship) to act as the sole and exclusive agent of the Lessor for the purpose of negotiating the sale of the Ship on the following terms: 3.6.1 the Lessee will (if and to the extent it is permitted to do so under the Proceeds Deed) endeavour to arrange the sale of the Ship for a cash consideration payable by the purchaser in full on completion of such sale in Pounds, Dollars or such other currency as the Lessor may approve (such approval not to be withheld in the case of a currency which is then freely convertible into Pounds) on the best terms (including price) reasonably obtainable on the open market (and in any event for no less than the Tax Written Down Value of the Ship as at the date of such sale) provided that the Ship shall not be sold to: (a) the Lessee or the Sub-Lessee; or (b) any person acting in trust for, as nominee of, as agent, or otherwise as representative of, or on behalf of any of the persons referred to in (a) above, and the Lessee will keep the Lessor informed from time to time of its progress; 3.6.2 the Lessee's authority will not extend to concluding a contract for the sale of the Ship for which the Lessor's specific written authority will be required (which authority shall not be withheld or delayed where (a) the sale complies with the other provisions of this clause 3.6, (b) the resulting Net Sale Proceeds will equal or exceed the Tax Written Down Value as at the proposed date of sale and (c) the aggregate of the Net Sale Proceeds which can be retained by the Lessor pursuant to clauses 3.1 and 3.3 of the Proceeds Deed and the Applicable Security Amount as at the proposed date of sale will exceed the aggregate amount of the Termination Sum and all other amounts owing by the Lessee to the Lessor under this Lease and any amounts due but unpaid under any of the other Lease Documents (including any interest due in respect thereof) as at the proposed date of sale or that, to the extent that either (b) or (c) above do not apply, the Lessee has satisfied the Lessor that the Lessee and/or the Lessee Parent will have adequate financial resources available to enable the Lessee to pay the balance of such aggregate amount to the Lessor in accordance with clause 3.4)); 3.6.3 the Shi...

Sales Agency. Sprint LD, the Cable Subsidiaries and other Controlled Affiliates of the Cable Partners (except for Cable Subsidiaries and other Controlled Affiliates of Comcast with respect to the Comcast Area) will be non-exclusive commission sales agents for the Partnership's Wireless Exclusive Services and Non-Exclusive Services ("Partnership Services") pursuant to agency agreements that conform to the provisions of this Section 8.3 and are otherwise in form and substance reasonably satisfactory to the parties thereto. The agency agreements will provide that all Partnership Services will be made available to each of Sprint LD and the Cable Subsidiaries and other Controlled Affiliates of the Cable Partners to offer, promote and package. The Partnership will be a non-exclusive commission sales agent for such long distance services of Sprint and its Affiliates (other than Sprint Cellular and any LEC properties owned by Controlled Affiliates of Sprint) (collectively, "Sprint LD") as Sprint LD may agree to make available to the Partnership ("Sprint LD Services") and for such services offered by a Cable Subsidiary or other Controlled Affiliate of a Cable Partner in the areas served by its local cable system as such Cable Subsidiary (or Controlled Affiliate) may agree to make available to the Partnership ("Cable Services"), in each case pursuant to agency agreements that conform to the provisions of this Section 8.3 and are otherwise in form and substance reasonably satisfactory to the parties thereto. Subject to Section 8.3(a), Sprint LD will be a sub-agent of the Partnership for Cable Services, and the Cable Subsidiaries and other Controlled Affiliates of the Cable Partners will be sub-agents of the Partnership for Sprint LD Services, in each case only if and to the extent that such sub-agency is permitted by the original agency agreement relating to such services. The Partnership will establish the commission structure and level for its sub-agents, provided that sub-agents that are Partners or their Controlled Affiliates will be paid commissions on a pass- through basis without deduction by the Partnership. No Partner or Controlled Affiliate thereof shall be required (i) to make any of its product or service offerings available to the Partnership to offer or promote pursuant to the first sentence of the second paragraph of this Section 8.3(b), (ii) to authorize the Partnership to include any product or service offerings that are made available by such Partner or Controlle...

Sales Agency. (a) Memry hereby appoints Sales Agent (acting on its own behalf and through its Subsidiaries and Affiliates) to be its exclusive sales agent for the Products in the Market in the Territory for the purpose of arranging and assisting in sales by Memry of the Products in the Market in the Xxxxxxxxx as provided herein. Sales Agent hereby accepts such appointment. Sales Agent shall not appoint any subagent, representative or distributor without obtaining the prior written consent of Memry, which consent shall not be unreasonably withheld. (b) Sales Agent shall have no authority, without the written consent of Memry, to bind Memry to any contract, representation, understanding, act, or deed concerning Memry or any Products covered by this Agreement. The relationship between Memry and Sales Agent created hereby is solely that of independent parties, and this Agreement shall not be deemed to establish a joint venture or partnership. Neither party shall have any right to, or shall, exercise any supervision or direction over the other party or any of its employees. Sales Agent shall make no warranties or representations concerning the Products unless such warranty or representation is authorized in writing by Memry. Sales Agent shall make no representations concerning prices, terms of delivery, terms of payment, or conditions of sales, except to the extent such representations are authorized in writing by Memry. (c) Sales Agent shall conduct business solely in its own name and not that of Memry; provided, however, that Sales Agent shall be able to use Memry's name in connection with the sale of Products in any manner in which Memry has given its prior approval (not to be unreasonably withheld). (d) During the Term Sales Agent shall not, unless Memry and Sales Agent agree in advance in writing, engage, either directly or indirectly, in the manufacture, production, or sale of goods that are similar to or competitive with the Products, except (i) as sales agent hereunder, (ii) pursuant to Section 9 below, (iii) with respect to products manufactured from Products purchased from Memry if Memry consents to Sales Agent's manufacture, production or sale of at the time that it sells such Products to Sales Agent (or its Subsidiaries or Affiliates), (iv) Tinel-Lock Products, or (v) extruded antenna wire. (e) During the Term Sales Agent shall: (i) continuously use reasonable efforts to promote the sale of the Products in the Markets and the Territory at its own cost, through di...

Sales Agency. Establish any sole and exclusive purchasing or sales agency other than in the ordinary course of business for companies similar to the Borrowers.

Sales Agency. The Holdings Partners will be non-exclusive commission sales agents for the Partnership's products and services pursuant to agency agreements that conform to the provisions of this Section 8.1(i) and are otherwise in form and substance reasonably satisfactory to the parties thereto. The agency agreements will provide that all of the Partnership's products and services will be made available to each of the Holdings Partners to offer, promote and package. The sales agency agreements referenced in this Section 8.1(i) will include appropriate customer and territorial restrictions.

Sales Agency. Material sales agency, manufacturer's ------------ representative or distributorship agreements, supply agreements, marketing agreements, advertising agreements, agreements with outside credit card companies, licenses and other agreements relating to Intellectual Property, including all Intellectual Property Licenses;

Sales Agency. The parties contemplate that TiVo shall act as Philips' agent, from time to time, for the purpose of booking direct sales and order fulfillment for such sales from Philips to end-users of Philips-branded TiVo Stand-alone Boxes through TiVo's web site. Any such agency shall be granted only pursuant to a separate agreement containing the terms and conditions which apply to any such agency. No such agency shall exist, or be created, until the execution of such an agreement by Philips. At no time shall TiVo have the right to make sales of Philips-branded products into the retail channel. Notwithstanding the foregoing, the parties contemplate that, prior to Commercial Release, TiVo shall purchase from Philips, and Philips shall sell to TiVo, not more than [*] units of Philips-branded TiVo Stand-alone Boxes for sale directly to end-users pursuant to the Purchase Addendum. The purchase price of such Boxes shall be [*] per unit. For sales booked and fulfilled on Philips' behalf after Commercial Release, Philips shall pay or credit to TiVo a commission equal to [*] per unit sold. Such commissions shall be paid within thirty (30) days of the end of each month during which TiVo is booking such sales for which Philips has received full payment.

Sales Agency. 27 Section 12.1 Appointment................................................................

Sales Agency. During the Agency Period, ACN shall provide, or cause to be provided, to Buyer its network of Representatives to act as the limited agent for Buyer to sell Energy Products on behalf and for the benefit of Buyer. ACN shall use its commercially reasonable efforts to cause the Representatives: (i) to sell Energy Products and otherwise promote the Retail Energy Business in a manner consistent with the manner in which such products were sold for the Retail Energy Business prior to the Closing Date, and (ii) to act as agent for the sale of Energy Products exclusively for or on behalf of Buyer. Buyer shall have the right to cause ACN to direct the Representatives with respect to sales of Energy Products, customer service and regulatory matters in accordance with Buyer's Licenses or Certificates, the statutes, rules, regulations, or policies of the applicable jurisdictions in which Buyer has authorized ACN and Representatives to conduct customer acquisition activities (the "Standards"), but in no event shall it have the right to cause ACN to take any actions (or inaction) with respect to management and oversight of, or the commissions or other fees paid or payable to, the Representatives.