Territorial Restrictions Clause Samples

Territorial Restrictions. Seller is not restricted by any agreement or understanding with any other Person from carrying on the Business anywhere in the world.

Territorial Restrictions. Except as set forth on Schedule 3.1.13, Transferor is not restricted by any written agreement or understanding with any other Person from carrying on the Business anywhere in the world. Except as set forth on Schedule 3.1.13, the Company, solely as a result of its purchase of the Business from Transferor pursuant hereto and the assumption of the Assumed Liabilities, will not thereby become restricted in carrying on any business anywhere in the world.

Territorial Restrictions. Licensee hereby agrees not to exercise any rights granted to it under this Agreement (and agrees to ensure that Permitted Sublicensees do not exercise any sublicense granted to it as permitted under this Agreement) with respect to countries, territories or jurisdictions falling into any of the following categories at any given time: (a) under applicable Law, Licensee or its Affiliates are not permitted to conduct business in such country, territory or jurisdiction, (b) under applicable Law, Parent is not permitted to conduct business in such country, territory or jurisdiction, and (c) to the extent that Parent makes a policy determination that it and its Affiliates shall cease doing business in a country, territory or jurisdiction; provided, that in the case of this clause (c), (x) Parent makes a policy determination with respect to the activities of its business units and Affiliates as a whole and not in a manner intended to discriminate against or disproportionately burden Licensee and Permitted Sublicensees, and (y) Parent shall provide Licensee with reasonable notice to enable Licensee and each Permitted Sublicensee to transition its cessation of the manufacture, import, marketing, sale or provision of Licensed Products in such countries, territories or jurisdictions, but at a minimum the same amount of time as Parent has provided to its own business units and Affiliates for such a transition in those countries, territories or jurisdictions. Notwithstanding the foregoing, Licensee, on behalf of itself or any Permitted Sublicensee, may request that Parent grant approval for certain exception(s) to the countries, territories or jurisdictions excluded above, solely for the purpose of providing humanitarian aid and related services and products to such countries, such approval not to be unreasonably withheld or denied by Parent.

Territorial Restrictions. Except as described in the Disclosure Schedule, Seller is not restricted by any written agreement or understanding with any other Person from carrying on the Business No. 1 and/or Business No. 2 anywhere in the world. Neither Purchaser nor any of its Affiliates will, as a result of its acquisition of Purchased Assets No. 1 and/or Purchased Assets No. 2 become restricted in carrying on Business No. 1 and/or Business No. 2 anywhere in the world as a result of any contract or other agreement to which Seller is a party or by which it is bound.

Territorial Restrictions. None of the Seller or any of its Affiliates is restricted by any agreement with any Person (other than the Purchaser) from carrying on the Business anywhere in the world or from expanding the Business in any way or entering into any new businesses, except for such restrictions that do not apply to any of the Business, the Transferred Assets or the Purchaser following the Closing.

Territorial Restrictions. 24 Section 2.28.......................................................................

Territorial Restrictions. (a) Licensee shall not, and shall not permit any of its Affiliates or any of its and their licensees, Sublicensees or distributors to knowingly distribute, market, promote, offer for sale or sell the Licensed Products directly or indirectly (i) to any Person for commercial use outside the Territory or (ii) to any Person in the Territory that Licensee or any of its Affiliates or any of its or their licensees, Sublicensees or distributors knows (A) is likely to distribute, market, promote, offer for sale or sell any Licensed Product for commercial use outside the Territory or Assist another Person to do so, or (B) has directly or indirectly distributed, marketed, promoted, offered for sale or sold any Licensed Product for commercial use outside the Territory or Assisted another Person to do so. If Licensee or any of its Affiliates receives or becomes aware of the receipt by a licensee, Sublicensee or distributor of any orders for any Licensed Product for use outside the Territory, such Person shall refer such orders to ArQule. Licensee shall cause its Affiliates and its and their licensees, Sublicensees and distributors to notify ArQule of any receipt of any orders for any Licensed Product for use outside the Territory. (b) ArQule shall not, and shall not permit any of its Affiliates or any of its and their (sub)licensees or distributors to knowingly distribute, market, promote, offer for sale or sell the Licensed Products directly or indirectly (i) to any Person for commercial use in the Territory or (ii) to any Person outside the Territory that ArQule or any of its Affiliates or any of its or their (sub)licensees or distributors knows (A) is likely to distribute, market, promote, offer for sale or sell any Licensed Product for commercial use in the Territory or Assist another Person to do so, or (B) has directly or indirectly distributed, marketed, promoted, offered for sale or sold any Licensed Product for commercial use in the Territory or Assisted another Person to do so. If ArQule or any of its Affiliates receives or becomes aware of the receipt by a (sub)licensee or distributor of any orders for any Licensed Product for commercial use in the Territory, such Person shall refer such orders to Licensee. ArQule shall cause its Affiliates to notify Licensee of any receipt of any orders for any Licensed Product for commercial use in the Territory.

Territorial Restrictions. 18 3.13 Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 3.14 Receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 3.15

Territorial Restrictions. Licensee will not: undertake advertising of Licensed Materials in, or specifically aimed at, any country outside the Territory; actively seek orders for Licensed Materials from outside the Territory; or establish any branch dealing in Licensed Materials or maintain any distribution center for Licensed Materials outside the Territory.