REQUIRED SALES EFFORT Sample Clauses

REQUIRED SALES EFFORT. Each Party shall supply the total promotional and marketing effort (including details, if determined to be an appropriate sales activity) for each Collaboration Product being co-promoted by the Parties in each Co-Promotion Country, as determined by a marketing committee to be established by the Parties (the "Marketing Committee"). The Parties shall be equally represented on the Marketing Committee. It is understood and agreed that the sales effort required from the Parties may differ with respect to the size of the sales force, number of details and other factors, based on the target market for which such Party has marketing responsibilities as determined by the Marketing Committee. The Marketing Committee will determine appropriate written standards for measuring and accounting procedures to confirm and document each Party's performance of its required sales effort, prior to the commencement of the term of co-promotion for any Collaboration Product, and may modify the required sales effort required by each Party as it deems appropriate; provided that GenVec's percentage of the total required sales effort established by the Marketing Committee shall * If GenVec has failed or is unable to supply * of the required sales effort established by the Marketing Committee then GenVec's right to co-promote the applicable Collaboration Product hereunder shall terminate in the applicable Co-Promotion Country and such Co-Promotion Country shall become part of the Territory. If in any year a Party's actual sales effort falls below its assigned percentage of the total required sales effort, unless otherwise agreed, such Party's share of profit shall be reduced for that and all future years, to the percentage of required sales effort actually provided by such Party in such year, subject to application of this provision in future years if a Party fails to meet its required sales effort.
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REQUIRED SALES EFFORT. Warner shall supply a percentage equal to [*] and CoCensys shall supply a percentage equal to [*] of the total promotional and marketing *Confidential treatment requested effort (including details, if determined to be an appropriate sales activity) for each Collaboration Product being co-promoted by the parties in the Co-Promotion Country, as determined by the Marketing Committee. Each party's required promotional and marketing effort is hereinafter referred to as its "Required Sales Effort" and is subject to adjustment as set forth in this Section 7.4. The parties will mutually determine appropriate written standards for measuring and accounting procedures to confirm and document each party's performance of its Required Sales Effort, prior to the commencement of the Term of Co-Promotion for any Collaboration Product. In the event either party fails to meet its Required Sales Effort commitment in any calendar year with respect to a Collaboration Product in a Co-Promotion Country, the parties will meet to discuss the circumstances giving rise to such shortfall. If such shortfall was not caused by an event of force majeure, then the failing party's Share of Profit and Share of Loss (as defined under Section 7.15) shall be reduced for that calendar year and for all subsequent calendar quarters during the Term of Co-Promotion to [*], unless further readjusted in subsequent calendar years due to a failure of the other party to meet its Required Sales Effort. Notwithstanding any other provisions of this Agreement, if a party's Share of Profit and Share of Loss falls below [*] pursuant to this Section 7.4, the failing party shall instead receive a royalty equal to [*] of the other party's (or the other party's Affiliates' or sublicensees') Net Sales of Collaboration Products. Such royalties shall be payable until the expiration of the last to expire Patent Right owned or Controlled by either CoCensys or Warner and necessary to make, use or sell such Collaboration Product in such country. Nothing contained in this Section 7.4 shall be deemed to preclude either party from revoking its right to co-promote, pursuant to Section 7.3, at any time. The parties have provided in this Section 7.4 for the exclusive mechanisms to compensate for failure to provide the Required Sales Effort and any such failure shall not be deemed a breach of this Agreement.
Sample 1

Related to REQUIRED SALES EFFORT

  • Post-Closing Requirements Borrowers shall complete each of the post-closing obligations and/or provide to Agent each of the documents, instruments, agreements and information listed on Schedule 7.4 attached hereto on or before the date set forth for each such item thereon, each of which shall be completed or provided in form and substance satisfactory to Agent.

  • Term Sales If the Company wishes to sell the Shares pursuant to this Agreement but other than as set forth in Section 2(b) of this Agreement (each, a “Placement”), the Company will notify the Manager of the proposed terms of such Placement. If the Manager, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company wishes to accept amended terms, the Manager and the Company will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Manager unless and until the Company and the Manager have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by the Manager. The commitment of the Manager to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by the Manager pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Manager in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by the Manager.

  • Minimum Sales 4.1 The minimum volume of sales of the Products that CSR commits to use its best efforts to achieve in the Territory on an annual basis in the first Agreement Year is 60,000 gallons (avg. 5,000 gallons per month). RCAI will review the annual volumes of sales of the Products prior to the beginning of any successive term during which this Agreement may continue and RCAI may change and adjust such minimums as it, in its sole judgment, sees fit.

  • Distribution Compliance Period The Purchaser agrees not to resell, pledge or transfer any Purchased Shares within the United States or to any U.S. Person, as each of those terms is defined in Regulation S, during the 40 days following the Closing Date.

  • Closing Requirements Subsequent to Closing, each of the parties shall execute and deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. It is contemplated that within ten (10) business days after the date of this Agreement, the following documents shall have been delivered and the following activities shall have taken place, all of which shall be deemed to have occurred contemporaneously at the Closing:

  • Actions Prior to the Distribution Prior to the Effective Time and subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:

  • Adjustment of Minimum Quarterly Distribution and Target Distribution Levels (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.10. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution.

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion.

  • Mergers, Acquisition, Sales, etc The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless:

  • Sales, Etc of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except:

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