AMENDED AND RESTATED DISTRIBUTION AGREEMENT Sample Clauses

AMENDED AND RESTATED DISTRIBUTION AGREEMENT. This Amended and Restated Distribution Agreement (“Agreement”) is made as of this 1st day of November, 2004 by and between: MICRUS CORPORATION, a Delaware corporation, having a principal place of business at 600 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000, Xxxxxx Xxxxxx , and its subsidiaries (collectively “Micrus”) and NEUROLOGIC (UK) LIMITED, a company organized under the laws of the United Kingdom, and having a principal place of business at Axxxxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxxxxx, X00 0XX, Xxxxxx Xxxxxxx (“Distributor”).
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AMENDED AND RESTATED DISTRIBUTION AGREEMENT. The terms and provisions of the Distribution Agreement are hereby canceled and superseded by the terms and provisions of this Agreement. All references in any other agreement to the Distribution Agreement dated August 29, 1997 by and between Vitro, Vitrocrisa, Libbey, and Libbey Glass shall be deemed to refer to this Agreement, and all references to specific provisions of such Distribution Agreement contained in any other agreement shall refer to the corresponding provisions of this Agreement.
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AMENDED AND RESTATED DISTRIBUTION AGREEMENT. NSI shall have ------------------------------------------- entered into the Amended and Restated Distribution Agreement with NSHK, which shall be in form and substance satisfactory to NSHK.
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AMENDED AND RESTATED DISTRIBUTION AGREEMENT. B. For purposes of this Agreement, the term “
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AMENDED AND RESTATED DISTRIBUTION AGREEMENT otherwise agreed to by Supplier during the term of this Agreement, Distributor will not sell Products to any party known by Distributor’s Chief Executive Officer or Chief Financial Officer to be a mass market e-commerce reseller or through any e-commerce marketplace (e.g., Amazon); provided, however, that such restriction will not apply to Distributor’s sales to any Practitioner (as defined below) that makes the Products available through such Practitioner’s own website to its patients. The Parties will take reasonable measures to cooperate to identify mass market e-commerce resellers.
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AMENDED AND RESTATED DISTRIBUTION AGREEMENT. G. The agreements and obligations of Supplier set forth in this Guaranty are in consideration of purchases made by Distributor from Supplier and said obligations are in addition to (and supersede to the extent of any conflict) any obligations of Supplier to Distributor or Distributor to Supplier. This Guaranty will be effective upon the first sale to Distributor of any Product by Supplier, and the obligations of Supplier under this Guaranty will survive and be enforceable in accordance with its terms.
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AMENDED AND RESTATED DISTRIBUTION AGREEMENT. Notwithstanding the foregoing, pricing information displayed at the final online checkout stage of a transaction is not considered “advertising” under this Policy. The “final online checkout stage” is the stage when the Covered Product is put into a shopping cart that contains the customer’s name, shipping address, email address, and payment information. Pricing information in the “shopping cart” or “checkout” stages must be obscured technically so it is not retrievable by shopping and pricing engines and not displayed on search page results within the reseller’s own website. From time to time, Xxxxxx may announce MAP holidays or promotions that are applicable to all resellers, during which periods a reseller that advertises a Xxxxxx product in accordance with the terms of the authorized promotion will not be deemed to have violated the Policy. Xxxxxx will notify all resellers of any such authorized promotions, generally not fewer than thirty (30) days in advance. Further, the advertisement of free or reduced-price shipping is not a violation of this Policy as long as such offer applies to all or almost all other products offered by a reseller in the same product category. This Policy does not constitute an agreement between Xxxxxx and any other entity. Xxxxxx neither solicits nor will it accept any assurance of compliance with this Policy from any reseller or other party. Each reseller must independently choose whether to comply with the terms of this Policy. This Policy is not negotiable and will not be altered for any individual reseller. This Policy applies only to advertised prices and does not affect the prices that a reseller may charge for Xxxxxx products. Resellers are free to sell Xxxxxx products at any price they choose.
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AMENDED AND RESTATED DISTRIBUTION AGREEMENT. September 15, 2014 Xxxxxxx, Sachs & Co., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Ladies and Gentlemen: GS Finance Corp., a Delaware corporation (the “Company”), proposes to issue and sell, and The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “Guarantor”), as guarantor under the Guarantee referred to herein, proposes to guarantee, from time to time the Company’s Medium-Term Notes, Series A (the “Securities”), and each of the Company and the Guarantor agrees with each Agent as to the matters set forth in this Amended and Restated Distribution Agreement (this “Agreement”), which amends and restates in its entirety the Amended and Restated Distribution Agreement, dated September 19, 2011, among the Company, the Guarantor and the Agent named therein. Each of the terms “the Agents”, “such Agent”, “any Agent”, “an Agent”, “each Agent”, “the Purchasing Agent” and “the Selling Agent”, when used in this Agreement or in any Terms Agreement (as defined below) or in the Annexes hereto, shall mean Xxxxxxx, Sachs & Co. except at any time when more than one Agent is acting as such hereunder, as contemplated in Section 10 hereof. Each of the Company and the Guarantor acknowledges and agrees that Xxxxxxx, Xxxxx & Co. may use the Prospectus (as defined below) in connection with offers and sales of the Securities as contemplated in the Prospectus under the caption “Plan of Distribution — Market-Making Resales by Affiliates” (“Secondary Market Transactions”). Each of the Company and the Guarantor further acknowledges and agrees that Xxxxxxx, Sachs & Co. is under no obligation to effect any Secondary Market Transactions and, if it does so, it may discontinue effecting such transactions at any time without providing any notice to the Company or the Guarantor. The term “Agent”, whenever used in this Agreement, shall include Xxxxxxx, Xxxxx & Co., whether acting in its capacity as an Agent or acting in connection with a Secondary Market Transaction, except as may be specifically provided otherwise herein. Subject to the terms and conditions stated herein and to the reservation by the Company of the right to sell Securities directly on its own behalf, the Company hereby appoints each Agent as an agent of the Company for the purpose of soliciting and receiving offers to purchase Securities from the Company when and as instructed by the Company pursuant to Section 2(a) hereof, and each of the Company and the Guarantor agrees that, except as otherwise contemplated herein, ...
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AMENDED AND RESTATED DISTRIBUTION AGREEMENT. This Amended and Restated Distribution Agreement (“AGREEMENT”) is entered into as of February 23, 2005 (the “EFFECTIVE DATE”) by and between MedImmune, Inc., a Delaware corporation, having its principal place of business at Xxx XxxXxxxxx Xxx, Xxxxxxxxxxxx, XX 00000 (“MEDIMMUNE”), and Abbott International LLC, a Delaware limited liability corporation (“ABBOTT”), having its principal place of business at 000 Xxxxxx Xxxx Road, Xxxxxx Park, IL 60064.
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Related to AMENDED AND RESTATED DISTRIBUTION AGREEMENT

  • Amended and Restated Agreement This Agreement amends, restates, supercedes and replaces in its entirety the Existing Loan Agreement. As a condition to the effectiveness hereof, the Existing Borrower, on behalf of its relevant fund series, shall have paid to the Bank the aggregate principal amount of all loans, and all accrued and unpaid interest, if any, outstanding under the Existing Loan Agreement through the date hereof. If the foregoing satisfactorily sets forth the terms and conditions of the Committed Line, please execute and return to the undersigned each of the Loan Documents and such other documents and agreements as the Bank may request. We are pleased to provide the Committed Line hereunder and look forward to the ongoing development of our relationship. Sincerely, STATE STREET BANK AND TRUST COMPANY, as Bank By: Name: Title: Acknowledged and Accepted: EACH OF THE BORROWERS LISTED ON APPENDIX I HERETO, for itself or on behalf of each of its respective portfolio series listed on Appendix I hereto severally and not jointly By: Name: Title: Acknowledged: STATE STREET BANK AND TRUST COMPANY, as Custodian By: Name: Title: APPENDIX I FUNDS AND BORROWING PERCENTAGES Name Borrowing Percentage Baron Investment Funds Trust, on behalf of each of: Baron Asset Fund 5.00 % Baron Growth Fund 5.00 % Baron Small Cap Fund 5.00 % Baron Opportunity Fund 5.00 % Baron Fifth Avenue Growth Fund 5.00 % Baron Discovery Fund 5.00 % Baron Durable Advantage Fund 5.00 % Baron Select Funds Trust, on behalf of each of: Baron Focused Growth Fund 5.00 % Baron International Growth Fund 5.00 % Baron Real Estate Fund 5.00 % Baron Emerging Markets Fund 5.00 % Baron Global Advantage Fund 5.00 % Baron Real Estate Income Fund 5.00 % Baron Health Care Fund 5.00 % Baron WealthBuilder Fund 5.00 % Baron FinTech Fund 5.00 % EXHIBIT A PROMISSORY NOTE $100,000,000.00 [Date] For value received, each of the undersigned hereby severally (and not jointly) promises to pay to STATE STREET BANK AND TRUST COMPANY (the “Bank”), or order, at the office of the Bank at One Xxxxxxx Xxxxxx, Xxxxxx Xxxxxxxxxxxxx 00000 xx immediately available United States dollars, the principal amount of ONE HUNDRED MILLION DOLLARS ($100,000,000.00), or such lesser original principal amount as shall be outstanding hereunder and not have been prepaid as provided herein, together with interest thereon as provided below. Each Loan shall be payable upon the earliest to occur of (a) 60 calendar days following the date on which such Loan is made, (b) the Expiration Date, or (c) the date on which such Loan otherwise becomes due and payable under the terms of the Loan Agreement referred to below, whether following the occurrence of an Event of Default or otherwise. Interest on the unpaid principal amount outstanding hereunder shall be payable at the rates and at the times as set forth in the Loan Agreement and shall be computed as set forth in the Loan Agreement. Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed, including holidays or other days on which the Bank is not open for the conduct of banking business. All Loans hereunder and all payments on account of principal and interest hereof shall be recorded by the Bank. The entries on the records of the Bank (including any appearing on this Note), absent manifest error, shall govern and control as to amounts outstanding hereunder, provided that the failure by the Bank to make any such entry shall not affect the obligation of the undersigned to make payments of principal and interest on all Loans as provided herein and in the Loan Agreement. Following the occurrence of a Default or an Event of Default with respect to any Fund, unpaid principal on any Loan to such Fund, and to the extent permitted by applicable law, unpaid interest on any Loan to such Fund, shall thereafter bear interest, compounded monthly and be payable on demand, until paid in full (after as well as before judgment) at a rate per annum equal to two percent (2%) above the rate otherwise applicable to such Loan under the Loan Agreement. This Note is issued pursuant to, and entitled to the benefits of, and is subject to, the provisions of a certain letter agreement dated January 28, 2015 by and among the undersigned and the Bank (herein, as the same may from time to time be amended, restated, supplemented, modified or extended, referred to as the “Loan Agreement”), but neither this reference to the Loan Agreement nor any provision thereof shall affect or impair the absolute and unconditional obligation of the undersigned makers of this Note to pay the principal of and interest on this Note as herein provided. All terms not otherwise defined herein shall be used as defined in the Loan Agreement. Any of the undersigned may at its option prepay all or any part of the principal of this Note subject to the terms of the Loan Agreement. Amounts prepaid may be reborrowed subject to the terms of the Loan Agreement. Each of the undersigned makers and every endorser and guarantor hereof hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement hereof and consents that this Note may be extended from time to time and that no such extension or other indulgence, and no substitution, release or surrender of collateral and no discharge or release of any other party primarily or secondarily liable hereon, shall discharge or otherwise affect the liability of any of the undersigned or any such endorser or guarantor. No delay or omission on the part of the Bank in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder, and a waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. This Note shall amend, restate, supersede and replace that certain promissory note dated July 20, 2007 in the original principal amount of $100,000,000 executed by the Existing Borrower in favor of the Bank (the “Existing Note”). Any amounts outstanding under the Existing Note shall be deemed to be outstanding under this Note. This instrument shall have the effect of an instrument executed under seal and shall be governed by and construed in accordance with the laws of The State of New York (without giving effect to any conflicts of laws provisions contained therein).

  • Amended and Restated Trust Agreement This Trust Agreement is the amended and restated trust agreement contemplated by the Trust Agreement dated as of [___], 20[___], between the Depositor and the Owner Trustee (the “Initial Trust Agreement”). This Trust Agreement amends and restates in its entirety the Initial Trust Agreement.

  • Amended and Restated Agreement and Declaration of Trust A copy of the Amended and Restated Agreement and Declaration of Trust for the Trust is on file with the Secretary of the Commonwealth of Massachusetts. The Amended and Restated Agreement and Declaration of Trust has been executed on behalf of the Trust by Trustees of the Trust in their capacity as Trustees of the Trust and not individually. The obligations of this Agreement shall be binding upon the assets and property of the Trust and shall not be binding upon any Trustee, officer, or shareholder of the Trust individually.

  • Whole Agreement The General Provisions, Special Provisions, and Attachments, as provided herein, constitute the complete Agreement (“Agreement”) between the parties hereto, and supersede any and all oral and written agreements between the parties relating to matters herein. Except as otherwise provided herein, this Agreement cannot be modified without written consent of the parties.

  • Amended and Restated Credit Agreement (a) This Agreement shall amend and restate the Existing Credit Agreement in its entirety. Without limiting the generality of the foregoing, (a) the Existing Credit Agreement is merged and incorporated into this Agreement and (b) this Agreement shall supersede and control any inconsistent provision in the Existing Credit Agreement. All references in the Loan Documents (including the Existing Loan Documents) to the Existing Credit Agreement are hereby modified and shall now be deemed to refer to this Agreement. All references in the Loan Documents (including the Existing Loan Documents) to the Obligations, the Notes, the Loan Documents and other terms defined herein are hereby modified and shall now be deemed to refer to such terms and items as defined or described in this Agreement. The Guaranty shall guarantee the Notes and the Guaranteed Obligations as defined and described in this Agreement. Without limiting the foregoing and in confirmation of the Liens intended to be granted pursuant to the Loan Documents (including any Existing Loan Documents), each Loan Party grants, conveys, and assigns to the Administrative Agent, as agent for the Lenders, a lien against and security interest in all collateral (if any) described in such Loan Documents as security for the Guaranteed Obligations. Except as modified hereby or by any other Loan Document (whether dated as of or prior to the Agreement Date) which expressly modifies any of the Existing Loan Documents, all of the terms and provisions of the Existing Loan Documents (including schedules and exhibits thereto), and the indebtedness, duties and obligations thereunder, are ratified and affirmed in all respects and shall remain in full force and effect. This Agreement shall not, however, constitute a novation of the Loan Parties’ indebtedness, duties and obligations under or with respect to the Existing Loan Documents, the Existing Loans thereunder or the Existing Letters of Credit issued thereunder.

  • Amendment to Purchase Agreement The Purchase Agreement is hereby amended as follows:

  • One Agreement This Agreement and any related security or other agreements required by this Agreement, collectively:

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

  • Amendment to Rights Agreement The Rights Agreement is hereby amended as follows:

  • Amendment of Rights Agreement The Rights Agreement is hereby amended as follows:

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