Xxxxxx Distributor Agreement Sample Clauses

Xxxxxx Distributor Agreement. Each of ADS Worldwide and the Company hereby agrees that it shall exercise reasonable best efforts to work together with the other and with Xxxxxx Xxxxxxxx S.A. (“Xxxxxx”) to effect one of the following outcomes on terms reasonably satisfactory to ADS Worldwide and the Company: (a) the Company and Xxxxxx enter into an arrangement that replaces and supersedes in its entirety the distributor arrangement under that certain Distributor Agreement dated as of May 31, 2008 by and between ADS International, Inc. (“ADS/I”) and Xxxxxx (the “Xxxxxx Distributor Agreement”) with a distributor arrangement between the Company and Xxxxxx; or (b) ADS/I assigns all of its rights in, to and under the Xxxxxx Distributor Agreement to the Company with the Company accepting such assignment and assuming ADS/I’s obligations under the Xxxxxx Distributor Agreement arising on or after the assignment date. In the event neither of the foregoing outcomes are realized, ADS Worldwide, ADS/P, ADS/I and any of their Affiliates shall be permitted to sell products pursuant to, and to otherwise act pursuant to and in accordance with, the Xxxxxx Distributor Agreement in Central America. ADS Worldwide and ADS/I agree, within the twenty (20) business days following the execution of this Amendment, to notify Xxxxxx that it has lost its exclusive distribution rights under the Xxxxxx Distributor Agreement, and that Company will commence, either directly or indirectly, to sell, distribute and offer products within Xxxxxx’x territory prior to the expiration of the original term of the Xxxxxx Distributor Agreement.
Sample 1
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Related to Xxxxxx Distributor Agreement

  • Xxxxxx Agreement Xxxx Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreement, written or oral, with respect thereto.

  • Software License Agreement McDATA agrees that all Licensed Software will be distributed to Customers subject to a Software License Agreement (including warranty statement), along with a McDATA Manual, in a manner which is (a) no less protective of BROCADE's Intellectual Property Rights in the Licensed Software than the form attached hereto as Exhibit D, and (b) legally enforceable in the jurisdictions in which the Licensed Software, as incorporated into the McDATA Products, is distributed.

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • Marketing Agreement The Company shall have entered into, ------------------- executed and delivered the Marketing Agreement.

  • Manufacturing Agreement Each of the Sellers (as applicable) shall have executed and delivered to the Buyer the Manufacturing Agreement with respect to the portion of the Business conducted at the applicable Facility.

  • Supply Agreement Buyer shall have executed and delivered the Supply Agreement to the Company.

  • Sublicense Agreements Sublicenses shall be granted only pursuant to written agreements, which shall be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect:

  • License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement.

  • Trademark License Agreement Buyer shall have executed and delivered to Sellers the Trademark License Agreement.

  • Distribution Agreement This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company. The transactions contemplated by this Agreement have been duly authorized by the Company.

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