Use of Subdistributors and Agents Sample Clauses

Use of Subdistributors and Agents. CareDx may, with Illumina’s prior written consent, appoint a distributor, agent, or other third party to promote or re-Sell Supplied Products. To the extent Illumina approves of a third party authorized by CareDx to re-Sell Supplied Products as its agent or otherwise on CareDx’s behalf , CareDx shall ensure that such third party enters into a written agreement with CareDx that binds such third party to terms that are at least as protective of Illumina as those under this Agreement, including without limitation terms relating to Illumina Intellectual Property, Illumina Confidential Information, anti-bribery, anti-corruption, and ethics. Illumina has the right to receive, upon written request, a copy of any written agreement entered into by CareDx with any such third party relating to Supplied Products in order to verify that the terms and conditions of any agreement comply with this Section 5.5. In all cases and at all times CareDx shall remain fully liable for performance, acts, and omissions of any third parties re-Selling the Supplied Products as its agent or otherwise on its behalf. Without limiting the foregoing, the aforementioned written agreement must include a prohibition on the third party registering any Supplied Products in any jurisdiction. For the avoidance of doubt, any other third party that receives a Supplied Product from CareDx (directly or indirectly), including any distributor or third party that is an end provider or supplier to customers of the Supplied Products that are not acting on CareDx’s behalf or as its agent, will be, and will be deemed to be, CareDx’s customer and be subject to the [...***...]. In the event that: (a) CareDx becomes aware of any distributor, agent, or third party re-Seller: (i) re-Selling the Supplied Products [...***...], (ii) using the Supplied Products with * Confidential Treatment Requested a [...***...] that does not [...***...] in the Licensed Field, or (iii) using the Supplied Products [...***...], or (b) Illumina sends CareDx written notice of the same, CareDx shall promptly send a written notice to the applicable distributor or third party requesting that such distributor or third party ceases such activity. In the event that such distributor or third party does not cease such activity within thirty (30) days or such other reasonable period of time as may be set forth in any written agreement between CareDx and such distributor or third party, the Parties will promptly meet to discuss a resolution in ...
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Use of Subdistributors and Agents. Section 6.4 of the Agreement is hereby amended, restated and replaced in its entirety with the following provision:
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Related to Use of Subdistributors and Agents

  • Officers and Agents The Manager may authorize one or more officers and agents to enter into any contract or to otherwise act on behalf of the Company to the extent that the Manager could take such action. Such authority may be general or be defined to specific instances. Unless authorized to do so by this Agreement or by the Manager, no employee, officer, or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable for any purpose.

  • Use of Subcontractors (a) [Reserved].

  • Employees and Agents The Agent may exercise its powers and execute its duties by or through employees or agents and shall be entitled to take, and to rely on, advice of counsel concerning all matters pertaining to its rights and duties under this Agreement and the other Loan Documents. The Agent may utilize the services of such Persons as the Agent may reasonably determine, and all reasonable fees and expenses of any such Persons shall be paid by the Borrower.

  • Use of Sub-Advisor’s Name During the term of this Agreement, the Advisor shall have permission to use the Sub-Advisor’s name in the marketing of the Fund, and agrees to furnish the Sub-Advisor at its principal office all prospectuses, proxy statements and reports to shareholders prepared for distribution to shareholders of the Fund or the public, which refer to the Sub-Advisor in any way.

  • USE OF SUB-ADVISERS You may delegate any or all of the responsibilities, rights or duties described above to one or more sub-advisers who shall enter into agreements with you, provided the agreements are approved and ratified (i) by the Board including a majority of the trustees who are not interested persons of you or of the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (ii) if required under interpretations of the Investment Company Act of 1940, as amended (the “Act”) by the Securities and Exchange Commission or its staff, by vote of the holders of a majority of the outstanding voting securities of the applicable Fund (unless the Trust has obtained an exemption from the provisions of Section 15(a) of the Act). Any such delegation shall not relieve you from any liability hereunder.

  • Brokers and Agents Except as disclosed on Schedule 18.5, each party represents and warrants that it employed no broker or agent in connection with this transaction and agrees to indemnify the other parties hereto against all loss, cost, damages or expense arising out of claims for fees or commission of brokers employed or alleged to have been employed by such indemnifying party.

  • Advancement of Expenses of Employees and Agents The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

  • Attorneys and Agents The Escrow Agent shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken by the Escrow Agent in accordance with the advice of counsel or other professionals retained or consulted by the Escrow Agent. The Escrow Agent shall be reimbursed as set forth in Section 3.1 for any and all compensation (fees, expenses and other costs) paid and/or reimbursed to such counsel and/or professionals. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians, and/or nominees.

  • Reliance on Attorneys and Agents The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, omission, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company resulting from any such act, omission, default, neglect or misconduct, provided that reasonable care was exercised in the selection and continued employment thereof.

  • Indemnification of Employees and Agents The Company may indemnify and advance expenses to any person who was or is made or is threatened to be made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

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