Distribution Channel. In the event Licensee fails to do so, Licensor shall have the right to terminate this Agreement. Licensor shall also have the right to require Licensee to report on a retailer-by-retailer basis. Without prejudice to any other rights and remedies that Licensor may have, it is agreed that any Royalties due by Licensee accruing from sales of the Licensed Products outside the Territory and/or outside the applicable Distribution Channels shall not be offset against the Guaranteed Consideration.
Distribution Channel. 6.1 The Parties shall develop their respective distribution channels for the sale, consignment and distribution (hereinafter uniformly referred to as “Distribution”) of WorIdSpace China Receivers, WorldSpace China PC Cards and Multimedia Financial Information Service Channel of the Cooperative Project, the details of distributors and consignors, which shall be referred to in the Business Plan. The Parties shall jointly formulate Distribution rules specifying the qualification and basic rights and obligations of distributors and consignors. The Parties shall jointly formulate supervision and management mechanisms and policies for distributors and consignors.
Distribution Channel. (a) Exhibit D attached hereto sets forth, to the best of Esprit’s knowledge, a true and accurate reconciliation (the “Distribution Channel Reconciliation”), as of the Effective Date, of all quantities of Licensed Product (including Licensed Product samples) purchased by Esprit from Depomed pursuant to the Supply Agreement against: (i) the current inventory of Licensed Product owned by Esprit and held at its Third Party logistics provider (including samples of Licensed Product); (ii) Licensed Product sold by Esprit to wholesalers and distributors, and held in inventory at wholesalers and distributors (specifying quantities held at each wholesaler and distributor) as of June 29, 2007 (separately setting forth and identifying Licensed Product for which a return is pending or in process, as indicated, for example, by a request for a return authorization number); (iii) Licensed Product donated to charity by Esprit; (iv) Licensed Product dispensed to patients through June 30, 2007, as reflected in data provided by IMS Health Incorporated; (v) Licensed Product distributed as samples to physicians or others authorized to receive Licensed Product samples; (vi) Licensed Product destroyed by Esprit (whether in connection with Licensed Product Returns or otherwise); (vii) samples of Licensed Product in the possession of Esprit sales representatives; (viii) Licensed Product that does not correspond to the any other category specified in this Section 6.3 and that is not held at retail pharmacies (with a description of the status of such Licensed Product as of the Effective Date specifying the location where such Licensed Product is held and the purpose for holding such Licensed Product at that location, or a description of how such Licensed Product was disposed of, and the purpose for its disposition); and (ix) Licensed Product held at retail pharmacies that has not been dispensed to patients as of the Effective Date (assuming for purposes of this item (ix) that the information set forth in item (iv) above is accurate and current through the Effective Date). The Transition Plan sets forth Esprit’s obligations with respect to actions to be taken following the Effective Date in respect of inventory of Licensed Product existing as of the Effective Date.
Distribution Channel. In order to ensure that Wellgistics is fully incentivized to promote and maximize sales of the Products, Wellgistics shall serve as Supplier’s exclusive distributor during the Term of this Agreement in the Territory (as defined below).
Distribution Channel. Customers (Resellers) agree to sell the products on websites that they own and where they control the information. Resellers shall not promote, market, advertise, offer to sell or sell any INOX product on or through any online marketplace or auction service (E.G., eBay, Amazon Marketplace, Wal-Mart or like websites). MAP Policy INOX is focused on maintaining profitable margins for our retailer network. In recognition of the investment in time and resources required for our resellers to provide the level of customer service and product knowledge expected from our customers, INOX is committed to enforcing policies which allow our resellers to maintain profitability through the sale of our products. INOX has an established Minimum Advertised Price (MAP) Policy that anyone selling on the Web must follow for the advertising and marketing of INOX products. All INOX Authorized Resellers must agree to the terms and conditions of the following MAP Policy.
Distribution Channel. 2.1 The HD SSUs and CREO SSUs will share distribution responsibilities for JV Products as follows:
Distribution Channel. Neither Seller nor any Purchased Subsidiary, has, since the Balance Sheet Date, effected any sales of its Products to any customer of the Business (i) with payment terms longer than terms customarily offered by Seller or any Purchased Subsidiary for such Products, (ii) at a greater discount from listed prices than customarily offered for such Products, (iii) at a price that does not give effect to any previously announced general increase in the list price for such Products, (iv) with shipment terms more favorable to any customer than the shipment terms customarily offered by Seller or any Purchased Subsidiary for such Products, (v) to the Knowledge of Seller, in a quantity greater than the reasonable retail or wholesale (as the case may be) resale requirements of the particular customer or (vi) in conjunction with other material benefits not generally offered to customers, in each case outside the Ordinary Course and in a manner that, to the Knowledge of Seller, would reasonably be expected to result in a material reduction, temporary or otherwise, in the demand for any Products by such customer after the Closing.
Distribution Channel. Seller shall cooperate with Buyer both before and after the Closing, and shall use its commercially reasonable efforts, at Buyer’s expense, in order to assist Buyer in maintaining the channel currently used by Seller for the distribution of the Products.
Distribution Channel. 15. The Buyer shall distribute the Products through the approved distribution channel(s) as set out in Item 5 of the Form (“Distribution Channel”). Any changes of the Distribution Channel are subjected to TNGD’s approval.
Distribution Channel. Since December 31, 2013, the Seller has not taken any action that reasonably would result in a material reduction, temporary or otherwise, in the demand for the Products offered by the Seller, including the sales of any Products of the Seller (i) with payment terms longer than terms customarily offered by the Seller for such Products, (ii) at a greater discount from listed prices than customarily offered for such Products, (iii) at a price that does not give effect to any previously announced general increase in the list price for such Products, (iv) with shipment terms more favorable to any customer than the shipment terms customarily offered by the Seller for such Products, (v) in a quantity greater than the reasonable retail or wholesale (as the case may be) resale requirements of the particular customer or (vi) in conjunction with other material benefits not particularly offered to a specific customer, in each case outside of the Ordinary Course of Business.
