Examples of Active Territory in a sentence
That the producer agent does not take title to the producer’s milk, or any dairy products made from that milk.
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Quidel hereby represents and warrants to Beckman that, as of the Effective Date, the marketing, sale and distribution of Q-B Product in each Active Territory under the Quidel Registrations applicable to such Active Territory, in the manner in which they were marketed, sold or distributed by or on behalf of Quidel or its Affiliates during the Reference Period, complies with all applicable Laws.
Prior to the Transfer Date for an Active Territory, Beckman, may in its sole discretion, provide written notice to Quidel that Beckman no longer wishes to pursue the activities under this Section 2.2 with respect to such Active Territory (each, a “Non-Pursuit Notice”).
If the Transition Date has not occurred on or before the Transition Deadline for any Active Territory, then the Parties shall address and negotiate in good faith and mutually agree upon a reasonable extension, work-around or alternative solution, which may include a decision to deliver a Non-Pursuit Notice.
If Beckman provides a Non-Pursuit Notice with respect to an Active Territory, then, as of the effective date of such notice: (i) the Parties shall have no further obligations under this Section 2.2 with respect to such Active Territory or under the Transition Services Agreement with respect to Registrations in such Active Territory; and (ii) the Transfer-Ready Date and Transfer Date shall be deemed to have occurred for such Active Territory.
Subject to Section 2.2(g)(1), if the Transfer Date for an Active Territory has not occurred by the Transfer Deadline, then without relieving any Party of any liability hereunder or limiting any Party’s rights or remedies, then, as of the Transfer Deadline, the Parties shall have no further obligations under this Section 2.2 with respect to such Active Territory or under the Transition Services Agreement with respect to Registrations in such Active Territory.
The Parties shall confirm in writing the occurrence of each Transition Date, and any Transactions or related actions that are effective on a Transition Date shall be effective as of 12:01a.m. in the applicable Active Territory (and the geographic location designated by the Parties if there is more than one time zone in the Active Territory) on such Transition Date.
This Section 2.2 shall not apply to any Active Territory for which the Target Transfer Date is specified in Schedule A as “n/a” (each, a “No Registration Territory”), and neither Party shall have any obligations under this Section 2.2 with respect thereto.
For the avoidance of doubt, Quidel may still elect to support Beckman and its Affiliates in such Active Territory, including in the distribution of the Q-B Product and Beckman’s efforts to obtain Registration, but shall have no further obligation to do so.