Selling Efforts Clause Samples
The Selling Efforts clause defines the obligations and expectations regarding the promotion and sale of products or services under an agreement. Typically, it outlines the level of effort, resources, or specific actions that a party—often a distributor or licensee—must undertake to market and sell the goods, such as maintaining a sales team, conducting marketing campaigns, or meeting minimum sales targets. This clause ensures that both parties are aligned on the required commitment to maximize sales, thereby protecting the interests of the party supplying the products or services and helping to avoid disputes over insufficient marketing or sales activity.
Selling Efforts. (a) Subject to sub-clause (b) below, the Parties shall, or shall cause their respective Affiliates to, transfer to each Co-Promotion Entity, directly or indirectly, or shall otherwise cause to be made available to each Co-Promotion Entity, through appropriate contractual arrangements, the resources necessary for the marketing, promotion, sale and distribution of the Products by such Co-Promotion Entity.
(b) For each country in Territory B where there is Co-Promotion of a Product, the local Affiliates of the Parties shall propose, and the Territory Management Committee shall determine, the amount of selling efforts and the allocation thereof that each such local Affiliate will be required to provide in connection with the commercialization of such Product; provided, however, that such determination shall be subject to the right of each such local Affiliate to elect not to make part or all of its selling resources available for one or both Products in such country. Such determination shall be reviewed, and if necessary revised, on an annual basis to take into account the evolution of such local Affiliates’ SS_NYL2/121582 19 (PA_79523 2) * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION respective selling resources. In each country, the allocation and amount of proposed selling efforts shall be determined on the basis of the following criteria, in the following order of priority:
(i) primary consideration shall be given to devising a selling force and strategy that will be the most effective from a commercial and economic perspective;
(ii) each local Affiliate shall be entitled to provide selling efforts on a [*] basis; it being understood that any such local Affiliate may elect not to make [*] of its selling resources available for one or both Products; and
(iii) in any country where the relevant selling resources of such local Affiliates do not allow a [*] of selling efforts, the proposed resources of such local Affiliate with [*] resources in such country shall be used to the [*], but only up to [*] of such resources that are made available by such local Affiliate for such Product.
(c) For each country in Territory B where there is Co-Promotion of a Product, the Finance Committee shall determine the calculation methodology for allocating Selling Effort Remuneration between the Parties’ local Affiliates in proportion to the actual selling efforts of such local Affiliates in each ca...
Selling Efforts. Principal Underwriter will actively engage in its duties under this Agreement on a continuous basis while the Registration Statement(s) for the Contracts remain effective. Principal Underwriter shall use its best efforts to market the Contracts actively (unless otherwise directed, in writing, by Insurer) subject to compliance with applicable law, including FINRA rules. Principal Underwriter shall not be obligated to sell any specific number or amount of Contracts.
Selling Efforts. ICG may, in its sole discretion, limit its selling and solicitation efforts, notwithstanding the public nature of any offering covered by this agreement, to a class of investors that meet the definition of "Accredited Investor" (pursuant to Rule 506 under the Securities Act of 1933) or "Qualified Purchaser" (as defined under the Investment Company Act of 1940, as amended). ICG may restrict the investment of any investor, especially a “retail" investor, as defined under Regulation BI, that it does not deem to be suitable or for whom the contemplated investment is not deemed to be in the best interests of the investor.
Selling Efforts. The Company has not distributed and, prior to the later to occur of (A) the Closing Time, and (B) completion of the distribution of the Notes, will not distribute any material in connection with the offering and sale of the Securities other than the Offering Circular or other materials, if any, permitted by the 1933 Act and the Financial Services and Markets Act 2000 ("FSMA") (or regulations promulgated pursuant to the 1933 A▇▇ ▇▇ ▇▇MA) and approved by the Representatives. The Company acknowledges that the Initial Purchasers and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Section 5 hereof, counsel to the Company and counsel to the Initial Purchasers will rely upon the accuracy and truth of the foregoing representations, and the Company hereby consents to such reliance.
Selling Efforts. Neither SBL, its affiliates (as defined in Regulation 501 under the Securities Act), nor any persons acting on its or their behalf has engaged or will engage in any directed selling efforts (as defined in Regulation S) with respect to the Contribution and Exchange Shares, and they have complied and will comply with the offering restrictions requirement of Regulation S. Terms defined in Regulation S and used in this clause 15.4 have the meanings given to them by Regulation S.