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Scope; Right to Distribute Sample Clauses

Scope; Right to Distribute. A. The Agreement applies to the APEX Service and any Related Services Distributor ordered when Distributor agrees to the Quote. Orders for other APEX Services and other Related Services, including amendments to APEX Subscription Quotes, will be governed by the Agreement agreed by Distributor with the new Quote or amendment to the APEX Subscription Quote from Dell. The Agreement does not apply to any other Dell products and services Distributor purchases and distributes pursuant to a separate distribution agreement with Dell (each an “Existing Distribution Agreement”). The Agreement shall not be deemed to modify, supersede, or amend any Existing Distribution Agreement, and any Existing Distribution Agreement shall not apply to Distributor’s purchase and distribution of the APEX Service. Unless otherwise agreed in writing by Dell, this Agreement does not apply to the purchase of APEX Service and any Related Services for Distributor’s or Distributor Affiliate’s internal end-use. B. Subject to compliance with local laws and the terms and conditions of this Agreement, Distributor is authorized to resell the APEX Service and Related Service to a Reseller that is located in the Territory and identified in the Order for resale to a Customer that is located in the Territory, agrees to the Flow Down Terms and is identified in the Order (the “Distribution Right”). In Distributor’s agreement with the Reseller (the “Reseller Agreement”) Distributor shall cause such resale by the Reseller to be described in a contract separately executed between the Reseller and Customer (the “Customer Agreement”). Distributor shall not market or distribute the APEX Service or Related Service (i) to any Reseller or Customer outside the Territory or (ii) to any consumers, without Dell’s prior written approval. Distributor shall not market, resell, distribute, or use the APEX Service or Related Service other than as expressly permitted in this Agreement. C. Distributor shall ensure that the Customer Agreement, at a minimum and without contradiction, contains the Flow Down Terms and provisions that: (i) specify the APEX Service and any Related Service being ordered pursuant to this Agreement for resale by Reseller to Customer; (ii) are sufficient to enable Dell to access the Site to (a) provide any warranty maintenance or support services, (b) monitor and meter the APEX Service as described in this Agreement and the Service Offering Description, and (c) to take possession of the APEX Syste...
Sample 1Sample 2Sample 3See All (23)
Scope; Right to Distribute. A. The Agreement applies to the APEX Service You ordered on the date You accepted the Agreement. The Agreement will also apply to subsequent Orders for additional services, features, functionality, and capacity for that same APEX Service during the Subscription Term (“Subsequent Order”). Orders for other separate APEX Services will be governed by the Agreement then in effect and accepted by You at the time of the separate Order. The Agreement does not apply to any other Dell products and services You purchase and distribute pursuant to a separate distribution agreement with Dell (each an “Existing Distribution Agreement”). The Agreement shall not be deemed to modify, supersede, or amend any Existing Distribution Agreement, and any Existing Distribution Agreement shall not apply to Your purchase and distribution of the APEX Service. B. Subject to the terms and conditions of this Agreement, You shall have the right to resell the APEX Service You ordered to a Reseller for resale in the European Economic Area (“EEA”) and Switzerland to the Customer identified in the Order (the “APEX Distribution Right”). Your focus country shall be Spain. Dell does not commit to deliver to other countries, you may have to organize and pay for cross-border transactions, if any. In Your agreement with the Reseller (the “Reseller Agreement”) You shall cause such resale by the Reseller to be described in a contract separately executed between the Reseller and Customer (the “Customer Agreement”). You shall not market or distribute the APEX Service (i) to any Reseller or Customer outside the European Economic Area (“EEA”) and Switzerland (without Dell’s prior written approval). You shall not market, resell, distribute, or use the APEX Service other than as expressly permitted in this Agreement. C. You shall ensure that your contract with your reseller ensures that the Customer Agreement, at a minimum and without contradiction, contains provisions that: (i) specify the APEX Service being ordered pursuant to this Agreement and that the applicable warranties, licensing, and use terms for such APEX Service are consistent with those provided in the APEX Agreement; (ii) are sufficient to enable Dell to access the Site to provide any warranty maintenance or support services, monitor and measure the APEX Service as described in this Agreement and the Service Offering Description, and to take possession of the APEX System in the event of any termination of, or default under, the Customer Agr...
Sample 1See All (7)
Scope; Right to Distribute. A. The Agreement applies to the APEX Service You ordered on the date You accepted the Agreement. The Agreement will also apply to subsequent Orders for additional services, features, functionality, and capacity for that same APEX Service during the Subscription Term (“Subsequent Order”). Orders for other separate APEX Services will be governed by the Agreement then in effect and accepted by You at the time of the separate Order. The Agreement does not apply to any other Dell products and services You purchase and distribute pursuant to a separate distribution agreement with Dell (each an “Existing Distribution Agreement”). The Agreement shall not be deemed to modify, supersede, or amend any Existing Distribution Agreement, and any Existing Distribution Agreement shall not apply to Your purchase and distribution of the APEX Service. B. Subject to the terms and conditions of this Agreement, You shall have the right to resell the APEX Service You ordered to a Reseller for resale in Singapore to the Customer identified in the Order (the “APEX Distribution Right”). In Your agreement with the Reseller (the “Reseller Agreement”) You shall cause such resale by the Reseller to be described in a contract separately executed between the Reseller and Customer (the “Customer Agreement”). You shall not market or distribute the APEX Service (i) to any Reseller or Customer outside Singapore, (ii) to any consumers, or (iii) to any department, agency, division or office of the Government of Singapore without Dell’s prior written approval. To the extent not prohibited by law, Dell may notify you in writing of any Reseller to whom Dell does not want you to sell APEX Service (“Reserved Reseller”) and you shall not sell, or shall cease to sell, APEX Service to a Reserved Reseller, and Dell shall have the right to modify the list at its discretion. To the extent not prohibited by law, Dell may notify You in writing of any Customer to whom Dell does not want APEX Service to be resold (“Reserved Customer”) and You shall not sell, or shall cease to sell, APEX Service to any Reseller whom you have reason to know intends to resell APEX Service to a Reserved Customer, and Dell shall have the rights to modify the list at its discretion. You will have fifteen (15) days from the date of Dell’s publication of either the Reserved Reseller list or the Reserved Customer list to comply with these prohibitions. You shall not market, resell, distribute, or use the APEX Service other than as exp...
Sample 1
Scope; Right to Distribute. A. The Agreement applies to the APEX Service You ordered on the date You accepted the Agreement. The Agreement will also apply to subsequent Orders for additional services, features, functionality, and capacity for that same APEX Service during the Subscription Term (“Subsequent Order”). Orders for other separate APEX Services will be governed by the Agreement then in effect and accepted by You at the time of the separate Order. The Agreement does not apply to any other Dell products and services You purchase and distribute pursuant to a separate distribution agreement with Dell (each an “Existing Distribution Agreement”). The Agreement shall not be deemed to modify, supersede, or amend any Existing Distribution Agreement, and any Existing Distribution Agreement shall not apply to Your purchase and distribution of the APEX Service. B. Subject to the terms and conditions of this Agreement, You shall have the right to resell the APEX Service You ordered to a Reseller for resale in New Zealand to the Customer identified in the Order (the “APEX Distribution Right”). In Your agreement with the Reseller (the “Reseller Agreement”) You shall cause such resale by the Reseller to be described in a contract separately executed between the Reseller and Customer (the “Customer Agreement”). You shall not market or distribute the APEX Service (i) to any Reseller or Customer outside New Zealand, (ii) to any consumers, or
Sample 1

Related to Scope; Right to Distribute

  • No Right to Distributions in Kind No Partner shall be entitled to demand property other than cash in connection with any distributions by the Partnership.

  • Conditions to Distribution (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Covidien in its sole and absolute discretion, of the following conditions: (i) The continued validity of a private letter ruling received by Covidien from the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated hereby, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactions. (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien in its sole and absolute discretion, which tax opinion shall rely on the effectiveness of the IRS Ruling, substantially to the effect that, for U.S. federal income tax purposes, the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a) of the Code. (iii) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable to Covidien in its sole and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescinded. (iv) The Reorganization shall have been completed in accordance with the Plan of Reorganization. (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect. (viii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (ix) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares to be delivered to the Covidien shareholders in the Distribution shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xiv) No other events or developments shall exist or shall have occurred that, in the judgment of the Covidien Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions related thereto. (b) The foregoing conditions are for the sole benefit of Covidien and shall not give rise to or create any duty on the part of Covidien or the Covidien Board to waive or not waive such conditions or in any way limit Covidien’s right to terminate this Agreement as set forth in Article X or alter the consequences of any such termination from those specified in such Article. Any determination made by the Covidien Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive and binding on the Parties.

  • Right to Opt Out If you do not wish to agree to arbitrate all Disputes in accordance with the terms and conditions of this section, you must advise us in writing at the following address by either hand delivery or a letter postmarked within thirty (30) days following the date you enter into this Agreement. You may opt-out without affecting your application or cardholder status.

  • Right to Reject Investment In contrast, we have the right to reject your subscription for any reason or for no reason, in our sole discretion. If we reject your subscription, any money you have given us will be returned to you.

  • Right to Disclose With respect to any information, knowledge, or data disclosed to the Contractor by the Subcontractor, the Subcontractor warrants that the Subcontractor has full and unrestricted right to disclose the same without incurring legal liability to others, and that the Contractor shall have the full and unrestricted rights to use and publish the same as it may see fit. Any restrictions on Contractor’s use of information, knowledge, or data disclosed by Subcontractor must be made known to Contractor.

  • Right to Object Settlement Class Members shall be permitted to object to the Settlement. Requirements for filing an objection shall be as set forth in the Preliminary Approval Order.

  • Holder’s Right to Receive Notice Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice is given to the shareholders.

  • Right to Reject The Department reserves the right to accept or reject all proposals, or separable portions thereof, and to waive any minor irregularity, technicality, or omission if the Department determines that doing so shall serve the Department’s best interests. The Department may reject any proposal not submitted in the manner specified by the solicitation documents.

  • Right to Piggyback If at any time during the Registration Period the Company proposes to file a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates) or for the account of any holder of securities of the same type as the Registrable Shares (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders at least 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration; provided, however, that if such withdrawal occurs after the filing of the Registration Statement with respect to such Piggyback Registration, the withdrawing Holders shall reimburse the Company for the portion of the registration expenses payable with respect to the Registrable Shares so withdrawn.

  • Right to Prepay The Borrower shall have no right to prepay any principal amount of any Advance except as provided in this Section 2.07.

Most Referenced Clauses

Most Referenced Definitions