Unauthorized Sales Clause Samples

Unauthorized Sales. It is understood and agreed between the parties that any attempts to influence the Purchaser to acquire AA Aircraft and AA Products at an effective price less than the current AA publicized sales price, by offering: a. Consideration other than cash, b. Acceptance of goods or services in lieu of cash, c. Provide rebates or quantity discounts to Purchaser not authorized in writing by AA, shall constitute a Material Breach of this Agreement and shall provide AA with the option to terminate this Agreement. d. DEALER is not authorized to sell AA Aircraft or AA Products to any US Federal Agency, or other government or governmental agency outside the United States.

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. 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. A. DEALER agrees not to sell, transfer or exchange multiple GLOCK pistols purchased under this agreement to another FFL without prior written approval from GLOCK. Diverting pistols sold under this Agreement to another FFL is expressly forbidden and is grounds for termination of this Agreement by GLOCK. B. DEALER shall not advertise or promote GLOCK products for less than GLOCK’s Minimum Advertised Price (“MAP”) Policy, and that violation of GLOCK’s MAP may result in removal of DEALER from the GLOCK Stocking Dealer Program. C. DEALER will not engage in any auction of any new or unused GLOCK product, including live or internet auction, or sale of any new or unused GLOCK product on E-Bay®, Amazon®, GunBroker®, or other internet auction site, and will not knowingly sell any new or unused GLOCK product to any individual intending to sell any new or unused GLOCK product at an auction. D. DISTRIBUTOR agrees to sell GLOCK firearms as received from GLOCK and shall not disassemble firearms to be sold in parts. E. DEALER agrees it will sell GLOCK products as intended by ▇▇▇▇▇; e.g. the correct number of magazines assigned to a pistol by ▇▇▇▇▇ shall be included with the sale. F. DEALER agrees not to export or knowingly transact business that will result in exportation of GLOCK products from the United States (which includes Puerto Rico, Guam, The Virgin Islands, and territories and possessions of the U.S.) without prior written authorization of GLOCK. ▇▇▇▇▇ will not assist in obtaining the return of Federal Excise Tax for unauthorized exports. DEALER must inform ▇▇▇▇▇ immediately upon receiving any request for GLOCK products intended for export. Such information must be provided to ▇▇▇▇▇’s National Sales Manager at ▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇ The parties agree that the failure by GLOCK to terminate based on unauthorized sales is not a waiver of this paragraph and DEALER/DISTRIBUTOR hereby agree that laches will not be a defense. Unauthorized exports may violate international, federal and state law.

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. 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. 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. If this Agreement has not been terminated in its entirety, to the extent that MAP has the right under this Article 19 to Exploit Licensed Products in one or more countries and to the extent permitted by Applicable Law, each Party: (i) shall, and shall cause its Affiliates, distributors (including Distributors) and (sub)licensees (including Sublicensees) to, distribute, market, promote, offer for sale and sell Licensed Products only in the countries that it is permitted to do so under this Article 19, and (ii) shall not, and shall not permit its Affiliates, distributors (including Distributors) and (sub)licensees (including Sublicensees) to, distribute, market, promote, offer for sale or sell Licensed Products directly or indirectly (A) to any Person outside such countries, or (B) to any Person inside such countries who (1) is reasonably likely to directly or indirectly distribute, market, promote, offer for sale or CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. sell Licensed Products outside such countries or assist another Person to do so, or (2) has directly or indirectly distributed, marketed, promoted, offered for sale or sold Licensed Products outside such countries or assisted another Person to do so.