Third Party Resellers Sample Clauses

Third Party Resellers. Licensee shall require any Third Party Reseller to agree, in a written agreement with Licensee (i) to comply with the applicable terms of this Agreement, (ii) to provide Customer sales data, including name and address of Customer, date of transaction for Product(s), quantity and associated lot numbers and serial numbers (where applicable) sold (on a Customer by Customer basis) (“Customer Sales Data”) (iii) to prohibit Third Party Resellers from selling, offering to sell, or providing Product to another wholesaler or distributor or any entity other than a Customer providing Product to end-users within the Territory and to prohibit Customer via a written agreement between the Third Party Reseller and Customer from reselling the Product and require unsold/unused Product to be returned to the Third Party Reseller, and (iv) to report to Licensee such information, and allow Licensee to provide Gilead with the information described in Section 4.3. Gilead has the right to audit, on no less than thirty (30) days’ advance notice to Licensee, such records of Licensee solely to the extent necessary to verify such compliance. Gilead will bear the full cost of any such audit unless the audit reveals a failure to comply with this Agreement. Licensee shall not enter into any agreement, arrangement, or understanding (including with respect to confidentiality) with any such third party that would hinder the exercise of Xxxxxx’s audit rights.
Sample 1
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Third Party Resellers. FDMS shall notify the Company in writing ---------------------- (which may in this case be by email) of each of the following events: (i) FDMS has made contact with a potential Third-Party Reseller of the Electronic Commerce Tools and has, in good faith, begun negotiations with such party for the potential distribution of the Electronic Commerce Tools and Gateway services; and (ii) FDMS has entered into a written agreement with a Third Party Reseller for the distribution of the Electronic Commerce Tools and Gateway services. Such notices shall set forth the name of such Third Party Reseller.
Sample 1
Third Party Resellers. Buyer shall not promote, market, advertise, offer to sell, or sell the Product(s) on or through any online marketplace or to any auction service (e.g. Ebay, Amazon Marketplace, or like websites). Buyer shall not knowingly sell the Product to third parties that are known to the Buyer that sell through an online marketplace or auction service.
Sample 1
Third Party Resellers. Distributor shall have the right to appoint sub-distributors or agents for the sale of the Products in the Territory. Distributor will inform the Companies before any future appointment. The Distributor shall ensure that every contract with a Third party Reseller contains equivalent obligations of the Third Party Reseller to the obligations of the Distributor pursuant to this Section 11. Distributor shall further ensure that Companies can independently enforce any such obligations of a Third Party Reseller
Sample 1
Third Party Resellers. Each appearance in the Agreement of the term “Third Party Reseller” or “Third Party Resellers” is hereby replaced with the term “Affiliate” or “Affiliates,” respectively.
Sample 1
Third Party Resellers. Schedule 5.3, attached hereto, sets forth the identity of approved: (a) existing third party resellers; and (b) potential third party resellers (who, by their inclusion in Schedule 5.3, are deemed to be approved for a period of 90 days from Closing; however, if such potential third party resellers do not enter into a reseller agreement prior to the end of the 90 day period, they shall no longer be deemed to be approved). Within the Field of Use, Pegasus may engage those approved third parties and additional third parties to assist Pegasus in distributing the Pavilion Software to prospective End Users and in marketing and licensing the Pavilion Software to End Users provided that: (i) with respect to -------- additional third parties, each such additional third party has been pre-approved in writing by Pavilion, which approval may not be unreasonably withheld; (ii) such third party has agreed in writing to comply with the restrictions imposed on Pegasus by this Agreement, including but not limited to the confidentiality and assignment provisions of Section 19; and (iii) such third party is not a Pavilion Competitor. With respect to the approval of new third party resellers, Pavilion will respond within fifteen (15) Business Days of receipt of such third party reseller's identity, and its failure to respond will be deemed approval.
Sample 1

Related to Third Party Resellers

  • Third Party Vendors Nothing herein shall impose any duty upon DST in connection with or make DST liable for the actions or omissions to act of the following types of unaffiliated third parties: (a) courier and mail services including but not limited to Airborne Services, Federal Express, UPS and the U.S. Mails, (b) telecommunications companies including but not limited to AT&T, Sprint, MCI and other delivery, telecommunications and other such companies not under the party’s reasonable control, and (c) third parties not under the party’s reasonable control or subcontract relationship providing services to the financial industry generally, such as, by way of example and not limitation, the National Securities Clearing Corporation (processing and settlement services), Fund custodian banks (custody and fund accounting services) and administrators (blue sky and Fund administration services), and national database providers such as Choice Point, Acxiom, TransUnion or Lexis/Nexis and any replacements thereof or similar entities, provided, if DST selected such company, DST shall have exercised due care in selecting the same. Such third party vendors shall not be deemed, and are not, subcontractors for purposes of this Agreement.

  • Third Party Reports Upon Landlord’s reasonable request from time to time, Tenant shall provide Landlord with copies of any third-party reports obtained by Tenant with respect to the Leased Property, including, without limitation, copies of surveys, environmental reports and property condition reports.

  • Third Party Representations Each of the representations and the warranties made by Guarantor in the other Loan Documents (if any) are true, complete and correct in all material respects.

  • Third Party Contractors Tenant shall obtain and deliver to Landlord, Third Party Contractor’s certificates of insurance and applicable endorsements at least seven (7) business days prior to the commencement of work in or about the Premises by any vendor or any other third-party contractor (collectively, a “Third Party Contractor”). All such insurance shall (a) name Landlord as an additional insured under such party’s liability policies as required by Section 10.3.1 above and this Section 10.6, (b) provide a waiver of subrogation in favor of Landlord under such Third Party Contractor’s commercial general liability insurance, (c) be primary and any insurance carried by Landlord shall be excess and non-contributing, and (d) comply with Landlord’s minimum insurance requirements.

  • Third Party Royalties Each party shall be responsible for all of its own costs of commercializing Products or licensing Intellectual Property Rights, including any payments to Third Parties for work done by such Third Parties or for licenses necessary for the manufacture, sale, or use of Products by a party or its Affiliates or sublicensees.

  • Third Party Providers Except for those terms and conditions that specifically apply to Third Party Providers, under no circumstances shall any other person be considered a third party beneficiary of this Agreement or otherwise entitled to any rights or remedies under this Agreement. Except as may be provided in Third Party Agreements, Company shall have no rights or remedies against Third Party Providers, Third Party Providers shall have no liability of any nature to the Company, and the aggregate cumulative liability of all Third Party Providers to the Company shall be $1.

  • Third Party Reliance Each Grantor hereby consents and agrees that all issuers of or obligors in respect of any Collateral, and all securities intermediaries, warehousemen, bailees, public officials and other Persons having any interest in, possession of, control over or right, privilege, duty or discretion in respect of, any Collateral shall be entitled to accept the provisions hereof and of the Security Joinder Agreements as conclusive evidence of the right of the Administrative Agent, on behalf of the Secured Parties, to exercise its rights hereunder or thereunder with respect to the Collateral, notwithstanding any other notice or direction to the contrary heretofore or hereafter given by any Grantor or any other Person to any of such Persons.

  • Third Party Data Any statistical, industry-related and market-related data, which are included in the Disclosure Package and the Prospectus, is based on or derived from sources that the Company reasonably and in good faith believes to be reliable and accurate, and such data agrees with the sources from which it is derived, and the Company has obtained the written consent for the use of such data from such sources to the extent required.

  • Third Party Agreements Nothing in this Section 5.3 shall require any Party to violate any Contract or arrangement with any Third Party regarding the confidentiality of confidential and proprietary information relating to that Third Party or its business; provided, however, that in the event that a Party is required under this Section 5.3 to disclose any such information, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s consent to the disclosure of such information. The Parties also acknowledge that the Other Parties’ Auditors are subject to contractual, legal, professional and regulatory requirements which such auditors are responsible for complying with.

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