SALES to AUTHORIZED RETAILERS Sample Clauses

SALES to AUTHORIZED RETAILERS. 2.1 Sales Xxxxxxx will sell the Product to the Authorized Retailer/Supplier in accordance with the Annual Sales Programs and Price Lists provided by Xxxxxxx. No forms for order or confirmation of order shall be used or effective except the Xxxxxxx order and confirmation forms. All sales by Xxxxxxx are subject to inventory availability, production capacity, and credit consideration. Xxxxxxx shall be entitled to change or discontinue any Product from time to time without prior notice. Product specifications and prices are based upon those current at the time of sale and are subject to change thereafter at any time. Partial shipments may be made by Xxxxxxx and orders shall be considered complete if Xxxxxxx is unable to deliver an entire order. In such event the Authorized Retailer/Supplier waives its right to claim a reduction in price or cancellation of sale.
Sample 1
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SALES to AUTHORIZED RETAILERS. (1) Notwithstanding anything to the contrary in this Agreement, Licensee shall not sell Licensed Products to any Authorized Retailer (a) unless Licensee believes in good-faith that such Authorized Retailer has a reputation and standing as a high-quality store selling Products consistent with the high quality of the Licensed Products and the reputation, image and prestige of the Marks; (b) if Licensee has or should have reason to believe that the Authorized Retailer intends to sell, ship or otherwise divert such Licensed Products outside the Territory; and/or (c) if Licensee has or should have reason to believe that the Authorized Retailer intends to sell or ship such Licensed Products to a distributor and/or wholesale account in the Territory where such distributor and/or wholesale account is not itself an Authorized Retailer. (2) Additionally, if Licensor in its good-faith judgment should ever determine that a particular account constituting an Authorized Retailer for any reason has failed to acquire and/or maintain a reputation and standing as a high-quality store selling Products consistent with the reputation, image and prestige of the Marks, then Licensor shall have the right to remove such account from the definition of Authorized Retailer with such removal effective upon sixty (60) days notice to Licensee; provided, however, that Licensee shall have the right to fulfill any orders already received in writing from such account as of the removal date, with any such sales constituting Net Sales for purposes of this Agreement. The removal of any account from the list of Authorized Retailers shall not result in any reduction of any minimum payment obligations and/or minimum renewal thresholds under this Agreement. (3) Licensee shall have sole discretion to set its wholesale pricing to Authorized Retailers; provided, however, such pricing shall be consistent with the prestige of the Marks and high-quality products associated therewith. (4) If in any Contract Year Licensee’s sales of Licensed Products to Off-Price Retailers should total between forty percent (40%) and sixty percent (60%) of Licensee’s total Net Sales in such Contract Year, then (a) Licensee’s sales of Licensed Products to Off-Price Retailers, to the extent above such forty percent (40%) threshold, shall be subject to a royalty rate of five percent (5%) of Net Sales instead of four percent (4%) of Net Sales. In no event shall Licensee’s sales of Licensed Products to Off-Price Retailers in a...
Sample 1

Related to SALES to AUTHORIZED RETAILERS

  • Compliance Support Services Provide compliance policies and procedures related to services provided by BNY Mellon and, if mutually agreed, certain of the BNY Mellon Affiliates; summary procedures thereof; and periodic certification letters. · Such Compliance Support Services are administrative in nature and do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person, and such services are subject to review and approval by the applicable Fund and by the Fund’s legal counsel. · Provide access to Fund records so as to permit the Fund or TRP to test the performance of BNY Mellon in providing the services under this Agreement. · Such Compliance Support Services performed by BNY Mellon under this Agreement shall be at the request and direction of the Fund and/or its chief compliance officer (the “Fund’s CCO”), as applicable. BNY Mellon disclaims liability to the Fund, and the Fund is solely responsible, for the selection, qualifications and performance of the Fund’s CCO and the adequacy and effectiveness of the Fund’s compliance program.

  • Support Services Rehabilitation, counselling and EAP’s. Support is strictly non- punitive, and can be accessed at anytime (self-identification of the need for help is strongly encouraged).

  • STUDENT SUPPORT SERVICES The Parties will identify and collaborate on measures to assist those students who may not be performing satisfactorily to succeed. The School will seek guidance from the College designee(s) in the areas of test preparation, tutoring, College Connection services, academic advising, and the development of an integrated support system for Students across the two institutions. Students will have access to the same or similar tutoring and other academic support as provided for other students in the School District, School and College. To promote academic success, the Parties will provide academic support services as may be needed. The School counselor and its designee will work to ensure Students receive pertinent information regarding higher education, financial assistance, and assistance waivers for tuition and fees. As needed, each Party will assist families as they complete initial application and admission requirements per the respective organizations’ processes. The School District will be responsible for non-academic counseling services and the College is authorized, but not required, to provide emergency counseling intervention services. See section 4 – Disability Support Services.

  • Technical Support Services 2.1 The technical support services (the "Services"): Party A agrees to provide to Party B the relevant services requested by Party B, which are specified in Exhibit 1 attached hereto ("Exhibit 1").

  • Direct Contracting Goods and works which the Association agrees meet the requirements for Direct Contracting may be procured in accordance with the provisions of said procurement method.

  • Program Services a) Personalized Care Practice agrees to provide to Program Member certain enhancements and amenities to professional medical services to be rendered by Personalized Care Practice to Program Member, as further described in Schedule 1 to these Terms. Upon prior written notice to Program Member, Personalized Care Practice may add or modify the Program Services set forth in Schedule 1, as reasonably necessary, and subject to such additional fees and/or terms and conditions as may be reasonably necessary. b) Program Member acknowledges that the Program Services are services that are not covered services under any insurance contract to which Program Member may be a party, including, without limitation, Medicare, and are not reimbursable by Program Member’s insurer, health plan or any governmental entity, including Medicare. Program Member agrees to bear sole financial responsibility for the Member Amenities Fee and agrees not to submit to Program Member’s insurer, health plan or governmental entity any xxxx, invoice or claim for payment or reimbursement of such Member Amenities Fee. c) Personalized Care Practice or its designated affiliate will separately charge Program Member or Program Member’s insurer, health plan or governmental entity for medical, clinical, diagnostic or therapeutic services rendered by Personalized Care Practice or its designated affiliate to Program Member, and Program Member may seek payment or reimbursement from Program Member’s insurer or health plan for any such service to the extent covered by Program Member’s insurer, health plan or governmental entity. d) Program Member understands, agrees and covenants that this Agreement is a service contract, and not a contract for insurance.

  • Operational Support Systems (OSS The terms, conditions and rates for OSS are as set forth in Section 2.13 of this Attachment.

  • Agreement Not a Contract for Services Neither the Plan, the granting of the Restricted Shares, this Restricted Share Agreement nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that the Participant has a right to continue to provide services as an officer, director, employee, consultant or advisor of the Company or any Subsidiary or Affiliate for any period of time or at any specific rate of compensation.

  • Contracted Services PPG and Member Physicians shall render Contracted Services which are not PPG Capitated Services to Members covered under this Addendum B and shall be compensated on a fee-for-service basis at the rates set forth in Addendum E. PPG shall submit claims in accordance with the terms of this Agreement and State and federal law.

  • Offering Services The Manager shall manage and supervise: (i) the development of any offering of Shares that is qualified or registered with the Commission (an “Offering”), including the Company’s initial Offering pursuant to Regulation A, including the determination of the specific terms of the securities to be offered by the Company, preparation of all offering and related documents, and obtaining all required regulatory approvals of such documents; (ii) the preparation and approval of all marketing materials to be used by the Company or others relating to an Offering; (iii) the negotiation and coordination of the receipt, collection, processing, and acceptance of subscription agreements, commissions, and other administrative support functions; (iv) the creation and implementation of various technology and electronic communications related to an Offering; and (v) all other services related to an Offering.

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