Unauthorized Sales. If Licensee at any time should sell any Licensed Goods and Services to any unauthorized customer then, without limitation of any and all rights and remedies which Licensor may have arising from such breach, Licensee shall pay to Licensor, as liquidated damages, and not as a penalty, three times (3X) the Royalty otherwise applicable to the sale of such Licensed Goods and Services, and such liquidated damages shall not be applied towards satisfaction of any minimum thresholds and/or minimum payments under this Agreement. The parties hereby agree that this liquidated damage provision is reasonable in light of the anticipated or actual harm caused by a breach of this paragraph, the difficulties of proof of loss and the inconvenience or infeasibility of otherwise obtaining an adequate remedy.
Unauthorized Sales. If this Agreement has not been terminated in its entirety, if either Party has the right to Exploit Products in one or more countries, to the extent permitted by Applicable Law, such Party: (a) shall not, and shall not permit its Affiliates and shall use reasonable endeavors to not permit sublicensees or distributors to, distribute, market, promote, offer for sale or sell Products directly or indirectly (other than pursuant to the rights granted pursuant to Section 9.6.1(a)) (i) to any Person outside such countries or (ii) to any Person inside such countries if such Party or its Affiliates, sublicensees or distributors, as applicable, is aware that such Person (A) is reasonably likely to directly or indirectly distribute, market, promote, offer for sale or sell Products outside such countries (and into one or more countries with respect to which the other Party has the right to Commercialize Products) or assist another Person to do so, or (B) has a demonstrated pattern of directly or indirectly distributing, marketing, promoting, offering for sale or selling Products outside such countries (and into one or more countries with respect to which the other Party has the right to Commercialize the Products) or assisting one or more other Third Parties to do so.
Unauthorized Sales. Dealer shall not be entitled to any Compensation or other amounts including but not limited to equipment rebates in connection with the Sale of Service to a Customer (a) whom Dealer has permitted to purchase a Service Plan which is not authorized by Ameritech for that Customer, or (b) whom Dealer has permitted to activate lines in excess of those authorized by Ameritech for a Customer. Ameritech shall have the right to charge back Dealer in the amount of any Compensation or other amounts including but not limited to equipment rebates advanced to Dealer in connection with any Sales described in this Section.
Unauthorized Sales. Licensee with respect to the Licensee Territory, and GPC Biotech with respect to the GPC Biotech Territory (a) shall, and shall cause its Affiliates, sublicensees and distributors to, distribute, market, promote, offer for sale and sell the Licensed Product only in its respective part of the Territory, and (b) shall not, and shall not permit its Affiliates, sublicensees or distributors to, distribute, market, promote, offer for sale or sell the Licensed Product directly or indirectly (i) to any Person outside its part of the Territory or (ii) to any Person inside its part of the Territory that (1) is reasonably likely to directly or indirectly distribute, market, promote, offer for sale or sell the Licensed Product outside its part of the Territory or assist another Person to do so or (2) has directly or indirectly distributed, marketed, promoted, offered for sale or sold the Licensed Product outside its part of the Territory or assisted another Person to do so. If Licensee, its Affiliates or any Sublicensees or Distributors receives any orders for the Licensed Product for the GPC Biotech Territory, such Person shall refer such orders to GPC Biotech. If GPC Biotech, its Affiliates or any sublicensees or distributors receives any orders for the Licensed Product for the Licensee Territory, such Person shall refer such orders to Licensee. Notwithstanding the foregoing, if any part of the European Union becomes part of the GPC Biotech Territory during the term of this Agreement, the foregoing obligations of this Section 3.8 shall not apply in relation to such territory and shall be replaced by the following: Licensee shall not actively solicit orders from customers based in such territory unless the rights to such territory are no longer held exclusively by GPC Biotech or one of its licensees. For the purposes of the preceding sentence, “actively solicit” includes, but is not limited to, the use of direct mail, calling on customers, placing advertisements or making other promotions specifically targeted at customers in such territory, or establishing warehouses or distribution outlets in such territory.
Unauthorized Sales. Licensee/Tenant covenants that it will use the space occupied by the Concession only for the purpose expressly authorized in this Agreement, and will render only those services and sell only such merchandise in the Concession as expressly authorized by this Agreement.
Unauthorized Sales. Supplier agrees that it is not engaging, and shall not engage, during the term of the Contract (including any renewal period or period of Transition Assistance), in activities that conflict with the interests of VITA (for example, by attempting to sell services to individual public bodies, locations or business units outside the Contract or not in compliance with the processes set forth in the Contract). Should a potential conflict arise, the Supplier shall promptly notify VITA, rectify such conflict, fully compensate VITA for any volume credits or rebates to which it would have been entitled should the conflict not have occurred, reimburse VITA for all revenue not collected from the public body by VITA as a result of such conflict, and take steps to prevent its recurrence. In the example given above, the Supplier’s correction would take the form of bringing all services under the Contract and refunding any charges paid by the public body in excess of those contained in the Contract; as well as providing VITA with credits in the amount of any service charges VITA would otherwise have collected from the public body, and any credits and rebates that would otherwise have been given to VITA by Supplier had the unauthorized sale(s) not occurred.
Unauthorized Sales. In the event that EXEL acquires the rights with respect to a Returned Licensed Product in some, but not all, countries in the Territory, each Party shall use commercially reasonable efforts, consistent with applicable laws, to assist the other Party in maintaining such other Party’s exclusive rights with respect to such Licensed Product or Returned Licensed Product, as the case may be, within the countries in its respective territory. Each Party shall also take all reasonable actions, and shall use all commercially reasonable efforts to require its Affiliates, Sublicensees and distributors to take all reasonable actions, not to solicit or facilitate sales of such Licensed Product or Returned Licensed Product, as the case may be, outside the countries in its respective territory, unless permitted in writing by the other Party. In addition, each Party shall notify the other Party immediately if it becomes aware of any such sales.
Unauthorized Sales. (a) The licenses to IGEN set forth in this Agreement shall not include the right to manufacture, have manufactured, sell, have sold, distribute, have distributed or otherwise commercialize any Copycat Instrument in the Field ("Field Limitation"). ROCHE and IGEN will, within ninety (90) days prior to the end of each calendar year, jointly engage a mutually acceptable independent, neutral third party to monitor IGEN's compliance with the Field Limitation of its licenses granted hereunder (the "Field Monitor"). The expense of the Field Monitor will be shared equally by IGEN and ROCHE. IGEN will give the Field Monitor full access to such records as are necessary for the Field Monitor to review placements and sales of Copycat Instruments by IGEN and its affiliates, sublicensees, distributors and agents to confirm whether the Parties are adhering to the Field Limitation applicable to IGEN. Such examination shall be confidential and information disclosed or reviewed shall not be disclosed to ROCHE except as is necessary for the Field Monitor to report the results of the examination process. The Field Monitor will be instructed to prepare and deliver a report to ROCHE and IGEN within 90 days following the end of each calendar year. Such report will identify all sales or placements of Copycat Instruments within the Field and Products (e.g. assays) used on such Copycat Instruments in the Field ("Unauthorized Sales"). For purposes of this Section 2.6, references to IGEN, either by name or as a "party" or "seller," shall include IGEN's affiliates, sublicensees, Authorized Third Parties, distributors and agents that sell Copycat Instruments and Products (e.g. assays) used on such Copycat Instruments under the license granted hereunder.
(b) In the event of Unauthorized Sales, IGEN may continue to sell such Copycat Instruments and Products until ROCHE notifies IGEN in writing that it is prohibited from making any further such sales. In addition, IGEN will pay to ROCHE within thirty (30) days after receiving the Field Monitor's report 65% of all undisputed revenues earned through Unauthorized Sales for the prior year. Except as provided below in Section 5.1, the payment provisions of this Section 2.6(b) shall be the exclusive remedy of ROCHE for Unauthorized Sales by IGEN under this Agreement. ROCHE shall have no right to terminate this Agreement for Unauthorized Sales by IGEN, or its affiliates or sublicensees.
Unauthorized Sales. Licensee covenants that during the term of this License Agreement, the space occupied by said Department shall not be used for any purpose other than for the purpose expressly authorized in this License Agreement, and that no services will be rendered and no merchandise will be handled in said Department except such services and merchandise as are ordinarily rendered and handled in the conduct of such Department and which are approved as to their nature by Sears Store Manager.
Unauthorized Sales. Contractor shall not make sales pursuant to this Contract: 1) of any Goods and Services not specifically listed in the Contract or 2) to any entity other than OSP.
