Distribution Arrangement Sample Clauses

Distribution Arrangement. The Company and Purchaser acknowledge ------------------------ that an important consideration for the Company entering into this Agreement is the fact that the Purchaser, through its affiliated entities Marcus Cable and Charter Communications (the "Cable Companies"), operates cable systems that serve over 2 million cable subscribers and that such Cable Companies will provide an opportunity for the Company to establish a distribution or other relationship with them. Accordingly, after the consummation of the transactions contemplated by this Agreement, the Company shall promptly commence negotiations with the Cable Companies, and Purchaser shall cause the Cable Companies to commence such negotiations, with respect to the establishment of a distribution or other relationship to offer the Company's content to their subscribers. The parties will negotiate in good faith and use reasonable efforts to establish such distribution or other relationship, but neither Purchaser nor the Cable Companies, on the one hand, or the Company, on the other hand, shall have any legal obligation to the other if such a relationship is not established.
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Distribution Arrangement. All decisions and actions with respect to a Piggyback Registration shall be entirely in the discretion of the Primary Seller, including but not limited to whether and when the offering is to be made pursuant to the registration; the selling price of the securities; the selection of the underwriters (provided that WMX shall be entitled to be consulted in this regard); arrangements with the underwriters and any changes in such arrangements; the postponement or withdrawal of any such offering; and the contents of the registration statement and the prospectus. If the Primary Seller shall make arrangements to sell such Seller's ServiceMaster Shares included in a Piggyback Registration to or through professional investment bankers, then such investment bankers shall be deemed the "Primary Underwriter" for such registration and WMX shall not be entitled to include any ServiceMaster Shares in such registration unless (i) WMX shall agree to sell such ServiceMaster Shares under arrangements essentially similar to the arrangements for the sale of the Primary Seller's ServiceMaster Shares or such other arrangements as shall be satisfactory to WMX and the Primary Seller and (ii) WMX shall supply all information, execute all underwriting agreements and other documents, and take all other actions which shall be reasonably required under the arrangements specified in clause (i), provided that WMX shall not be required to pay any expenses except as provided in sub-paragraph (g). WMX shall not be entitled to include a class of ServiceMaster Shares in a registration which is not being sold by the Primary Seller if the Primary Underwriter concludes that inclusion of ServiceMaster Shares from a class not being sold by the Primary Seller would materially complicate or could materially delay the distribution (unless other Secondary Sellers are being allowed to include ServiceMaster Shares of such class).
Sample 1
Distribution Arrangement. (a) Commencing April 1, 2004 (the "Effective Date"), UNFI shall be the primary wholesale distributor to WO of WO selected (i) specialty grocery items, (ii) natural and organic packaged grocery products, (iii) frozen products (including certain grocery and meat), (iv) bulk products, (v) vitamins, supplements, body care and other health and beauty aid products and (vi) dairy products (but excluding produce, meat, seafood, cheese, food service products, mercantile and other categories not specifically identified above) either (A) not purchased directly from manufacturers or (B) for which WO currently does not have an existing contractual obligation to purchase which continues after the Effective Date (the "Products"), for all WO Stores, and all such new Stores acquired or opened by WO during the Term, subject to the limitations set forth below. Produce and alcoholic beverages are not included in Products for the purposes of this Agreement.
Sample 1Sample 2
Distribution Arrangement. (a) The pricing terms set forth in this Agreement will remain in effect as long as WFM uses UNFI as its “Primary Distributor.” WFM is deemed to have used UNFI as its Primary Distributor if the following two conditions are met: (i) each WFM Region (excluding [*CONFIDENTIAL*] and all WFM Stores outside of the continental United States) purchases [*CONFIDENTIAL*] in Products per “WFM Fiscal Year” (as identified on Exhibit A) as were purchased in [*CONFIDENTIAL*]; and (ii) if [*CONFIDENTIAL*] of the aggregate dollar amount of Product purchases by all WFM Stores (excluding [*CONFIDENTIAL*] and all WFM Stores outside of the continental United States) from wholesale natural grocery distributors during a WFM Fiscal Year are made from UNFI Parties. Orders submitted to the UNFI Parties NOTE: A request for confidential treatment has been made with respect to the portions of the following document that are marked with [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC. for Products that are out of stock (“OOS”) will be included in the calculation as purchases from UNFI Parties for determining whether both (a)(i) and (a)(ii) have been satisfied. The following purchases by WFM Stores are not considered to be purchases from a wholesale natural grocery distributor and therefore will not be included in determining the dollar amount of WFM Store product purchases for purposes of this Section 3(a)(ii): (A) purchases by WFM Stores from WFM or any of its affiliates or subsidiaries (collectively, the “WFM Parties”), including, but not limited to, purchases from a WFM distribution center, (B) purchases by WFM Store from the manufacturer of a product, (C) purchases by WFM Stores from non natural grocery distributors including, but not limited to, broad-line food service distributors, non-food distributors and specialty distributors such as but not limited to cheese, produce, meat, seafood, or alcoholic beverages distributors. If at any time UNFI believes that WFM has not satisfied the conditions set forth in Section 3(a)(i) or 3(a)(ii), UNFI will notify WFM in writing. WFM will have 3 WFM Periods from receipt of such notice to adjust purchases to meet the requirements. If WFM fails to cure the noncompliance in 3 WFM Periods (calculated on a consecutive 13 WFM Period basis) from the receipt of notice, UNFI’s sole remedy will be to renegotiate the “Gross Profit Margin Percent” identified on Exhibit B.
Sample 1
Distribution Arrangement. All decisions and actions with respect to a Piggyback Registration shall be entirely in the discretion of the Primary Seller, including but not limited to whether and when the offering is to be made pursuant to the registration; the selling price of the securities; the selection of the underwriters (provided that WMX shall be entitled to be consulted in this regard); arrangements with the underwriters and any changes in such arrangements; the postponement or withdrawal of any such offering; and the contents of the registration statement and the prospectus. If the Primary Seller shall make arrangements to sell such Seller's ServiceMaster Shares included in a Piggyback Registration to or through professional investment bankers, then such investment bankers shall be deemed the "Primary Underwriter" for such registration and WMX shall not be entitled to include any ServiceMaster Shares in
Sample 1
Distribution Arrangement. 8.01. Commencing on the Effective Date, LICENSEE will sell LICENSOR the Licensed Products on the prices and terms per Schedule C. To the extent such sales are not from Inventory, LICENSEE shall be responsible to pay amounts charged by the manufacturers LICENSOR has procured to manufacture the Licensed Products. LICENSOR shall utilize its historical sales efforts, plus any new approaches approved by the parties, to market the Licensed Products.
Sample 1
Distribution Arrangement. (a) Commencing September 1, 2002 (the "Commencement Date"), TOL shall be the primary wholesale distributor to WO of (i) specialty grocery items, (ii) natural and organic packaged grocery products, (iii) frozen products, (iv) bulk products, (v) fitness, vitamins, supplements, body care and other health and beauty aid products and (vi) selected dairy products (but excluding produce, meat, seafood, cheese, food service products, mercantile and other categories not specifically identified above) either (A) not purchased directly from manufacturers or (B) for which WO currently does not have an existing contractual obligation to purchase which continues after the Commencement Date (the "Products"), which contracts are set forth on Exhibit A attached to and made a part of this Agreement, for all WO Stores, and all such new Stores acquired or opened by WO during the Term, subject to the limitations set forth below. Upon expiration of the then current term of any and all existing contracts listed on Exhibit A to this Agreement, WO shall not renew or extend the same during the Term.
Sample 1
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Distribution Arrangement. During the term of Limited Partnership, after the payment of the Management Fee to the General Partner, the Preferred Limited Partner shall have the priority over the General Partner in respect of quarterly payments of fixed rate investment returns by the Limited Partnership. After the aforesaid payments, the Preferred Limited Partner shall have priority over the General Partner in respect of the repayment of paid-up capital of the Limited Partnership followed by the Subordinated Limited Partners including Xxxxxxxxx Xxxxxx in accordance with their respective capital contributions with remainder (if any) to the Subordinated Limited Partners. Letter of comfort from the Company Under a separate letter of comfort given by the Company in favour of the Limited Partnership and ICBC, the Company will commit the agreed obligations of Zhongshan Yajing under the Limited Partnership Agreement.
Sample 1

Related to Distribution Arrangement

  • Distribution Arrangements Subject to compliance with the 1940 Act, the Trustees may retain underwriters and/or placement agents to sell Trust Shares. The Trustees may in their discretion from time to time enter into one or more contracts, providing for the sale of the Shares of the Trust, whereby the Trust may either agree to sell such Shares to the other party to the contract or appoint such other party its sales agent for such Shares. In either case, the contract shall be on such terms and conditions as the Trustees may in their discretion determine not inconsistent with the provisions of this Article IV or the By-Laws; and such contract may also provide for the repurchase or sale of Shares of the Trust by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with persons who are not registered securities dealers to further the purposes of the distribution or repurchase of the Shares of the Trust.

  • Distribution Plans You shall also be entitled to compensation for your services as provided in any Distribution Plan adopted as to any series and class of any Fund’s Shares pursuant to Rule 12b-1 under the 1940 Act. The compensation provided in any such Distribution Plan (a “12b-1 Plan”) may be divided into a distribution fee and a service fee, as set forth in such Plan and the Fund’s then current prospectus and statement of additional information (“SAI”), each of which is compensation for different services to be rendered to the Fund. Subject to the termination provisions in a 12b-1 Plan, any distribution fee with respect to the sale of a Share subject to such Plan shall be earned when such Share is sold and shall be payable from time to time as provided in the 12b-1 Plan. The distribution fee payable to you as provided in any 12b-1 Plan shall be payable without offset, defense or counterclaim (it being understood by the parties hereto that nothing in this sentence shall be deemed a waiver by the Fund of any claim the Fund may have against you).

  • Distribution Agreements Subject to compliance with applicable provisions of the 1940 Act, the Board of Trustees may enter into a contract or contracts with one or more Persons to act as underwriters and/or placement agents whereby the Trust may either agree to sell Shares of the Trust, any Series or Class to the other party or parties to the contract or appoint such other party or parties its sales agent or agents for such Shares. In either case, the contract shall be on such terms and conditions as the Board of Trustees may in its discretion determine, not inconsistent with the provisions of this Section 5.12 or the By-laws; and such contract may also provide for the repurchase or sale of Shares of the Trust, any Series or Class by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with Persons who are not registered securities dealers to further the purposes of the distribution or repurchase of such Shares.

  • Trust Arrangement You understand and agree that this Award is offered subject to and in accordance with the terms of the Plan and its Israeli Appendix. Upon vesting, the shares of Common Stock shall be controlled by the Company’s trustee appointed by the Company or its Subsidiary or Affiliate in Israel (the “Trustee”) for your benefit for at least such period of time as required by Section 102 or any shorter period determined under the Israeli Income Tax Ordinance (New Version), 5721-1961 as now in effect or as hereafter amended (the “Ordinance”) (with respect to the “capital gain route”) or by the Israeli Tax Authority (the “Lock‑Up Period”). You shall be able to request the sale of the shares or the release of the shares from the Trustee, subject to the terms of the Plan, this Agreement and any applicable Israeli tax law. Without derogating from the aforementioned, if the shares are released by the Trustee during the Lock‑Up Period, the sanctions under Section 102 of the Ordinance shall apply to and be borne by you. The shares shall not be sold or released from the control of the Trustee unless the Company, the Subsidiary or Affiliate and the Trustee are satisfied that the full amount of Tax-Related Items due have been paid or will be paid in relation thereto. Notwithstanding any provision of this Agreement or the Plan to the contrary except the provisions in Section 2 of this Agreement relating to a Good Reason Termination (as defined in Section 2) or your Retirement (in each case, to the extent specifically applicable to you), in the event of your resignation from service with NCR or the Employer due to any reason, including worsening of employment conditions, or any other reason relating to conditions of employment, all unvested Stock Units will automatically terminate and be forfeited and no shares or cash will be issued or paid to you (as the case may be).

  • Distribution Limitation Notwithstanding any other provision in this Article 5, the General Partner shall have the power, in its reasonable discretion, to adjust the distributions to the Special Limited Partner to the extent necessary to avoid violations of the “2%/25% Guidelines” as described in the Advisory Agreement.

  • Distribution License 2.1 Xxxxxx Networking shall have an exclusive right to distribute and sell the Game and its peripheral products in North China, North-west China and South-west China; Shengqu shall grant Nanjing Xxxxxx an exclusive license to distribute and sell the Game and its peripheral products in Central-south China and East China; Shengqu shall grant Bianfeng an exclusive license to distribute and sell the Game and its peripheral products in North-east China.

  • Escrow Arrangement The Company and the Purchaser shall enter into an escrow arrangement with Xxxxxxx Xxxxxx & Green, P.C. (the "Escrow Agent") in the Form of EXHIBIT B hereto respecting payment against delivery of the Shares.

  • Distribution Agreement Oculus has entered into a mutually acceptable agreement with UABRF regarding the distribution of any and all consideration to be paid by Fluidigm in connection with the transactions contemplated by this Agreement.

  • Compensation Arrangements (a) Following receipt of an RoU Claim Notice in respect of a Type 2 Restriction of Use, Network Rail and the Train Operator shall (if they have not already done so) commence negotiations in respect of the RoU Direct Costs compensation to be paid by one party to the other in respect of such Type 2 Restriction of Use and, subject to paragraph 10, shall continue such negotiations in good faith until they are concluded.

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