Excluded Sales. These co-sale provisions will not apply to any sale of securities pursuant to a distribution to the public, whether pursuant to a registered public offering, Rule 144 under the Securities Act or otherwise.
Excluded Sales. Viking reserves the right to set special commission rates, or pay no commissions on certain sales. Viking must identify to Sales Representative any specific Accounts, relationships and/or orders that will be considered EXCLUDED SALES in advance. Viking must provide 30 day notice to any changes in the EXCLUDED SALES. · Clinical luminary account customers who receive special discounts. · Manufacturers of medical devices, or other companies, which purchase Product to be used in a clinical training program. · Sales of any Viking Products, Equipment and Technology to Viking Systems OEM Customers and/or their affiliates. · Corporate Accounts (including government(s)) and National Account Contracts; Viking reserves the right to modify commission rates for Viking Corporate Accounts and National Account Contracts providing two week notice is given to Sales Representative. · Protected Accounts: From time to time there may be transitions that involve the expansion or contraction of a specific TERRITORY. Under those circumstances, there may be accounts excluded from or added to a geographical area and considered as a Protected Account different from an existing geographical boundary. · Rental Agent Agreement(s): Viking intends to continue to offer rental equipment/systems to the market on a broad geographic basis, through a number of independent agents and agreements. Viking reserves the right to modify and/or exclude commission from rental income but acknowledges that commissions will be paid subject to any modification needed on the final sale to the CUSTOMER.
Excluded Sales. In the event that Landlord desires to transfer and convey all or any portion of its interest in the Premises to FR, FI, FILP, an affiliate of Landlord, FR, FI or FILP, to any entity controlled by, or under common control with, Landlord, FR, FI or FILP or any affiliate of Landlord, FR, FI or FILP, to any joint venture in which Landlord, FR, FI or FILP have an interest or to any other participant in such joint venture (or any affiliate of such a participant (any of the foregoing, an “Affiliate”, and any such transfer or conveyance, an “Affiliate Transfer”), such Affiliate Transfer shall not trigger Tenant’s Right of First Offer and, following such Affiliate Transfer, Tenant shall retain its Right of First Offer pursuant to this Agreement. In the event that Landlord desires to market, transfer and convey (any such marketing, transfer or conveyance, a “Portfolio Transfer”) all or any portion of its interest in the Premises to a third party as part of a Portfolio Sale (as hereinafter defined) which includes the Premises, such Portfolio Transfer shall not trigger Tenant’s Right of First Offer and, upon the sale of the Premises as part of any such Portfolio Transfer, Tenant’s Right of First Offer shall automatically be rendered irrevocably null and void and neither party shall have any further rights or liabilities under this Exhibit F. For purposes of this Agreement, a “Portfolio Sale” shall mean the actual or proposed sale, transfer or conveyance, direct or indirect, of more than three (3) properties by Landlord, FI, FILP or FR and one or more Affiliates of Landlord, FI, FILP or FR as part of the same sale or offering package. Notwithstanding anything contained herein to the contrary, the transfer of the Premises as part of a foreclosure, a transfer in lieu of foreclosure or other comparable exercise by a lender of its rights in connection with a loan to Landlord or an Affiliate of Landlord shall not trigger this Right of First Offer and the same shall void this Right of First Offer.
Excluded Sales. All sales inquiries and orders place in the exclusive territory of the Distributor will be placed and or referred by the Company to the Distributor without exception.
Excluded Sales. This Agreement excludes all "after sales agreements" and sales such as service and maintenance, including, but not limited to parts, spares, replacement units, expansion units, and services.
Excluded Sales. Partner will promptly inform PolyPid of any material sale (including any tender related to the Products) in which the Partner is not entitled to participate in the Key Countries and the Launching Countries. PolyPid shall be entitled to bid for, and to directly or indirectly enter into, any such sale or tender, and in such case this shall not constitute a breach by PolyPid of the exclusivity granted to Partner under Sections 2.01 and 3.01(a). The sales made under this Section 2.03 shall be counted towards the Minimum Sales Requirements.
Excluded Sales. In view of the active and effective efforts required of a Detroit Diesel Distributor to continuously promote and sell Products, and such sale, or the initial substantial use, of a Product may occur outside the selling Detroit Diesel Distributor’s area of responsibility, a service commission on the sale of the Product shall not be paid if (i) the purchaser has a bona fide purchasing office, as solely determined by Company, in the selling Detroit Diesel Distributor’s area of responsibility or (ii) if the Product is installed in a vehicle or end-product owned or operated by the customer and located in the selling Detroit Diesel Distributor’s area of responsibility at time of installation, or (iii) the Product is a qualified product as listed on the selling Detroit Diesel Distributor’s Qualified Products and OEM’s Addendum, or (iv) the customer is a qualified OEM as listed on the selling Detroit Diesel Distributor’s Qualified Products and OEM’s Addendum or Company has specifically exempted a sales transaction from this provision prior to the execution of the sale. In addition, a service commission shall not be paid (i) on sales of Products to the governments or certain agencies of the United States of America or the Dominion of Canada or to certain governmental units thereof, as Company, from time to time, will delineate, for use by such government or agencies, or (ii) if the sale is to a customer who is an authorized Detroit Diesel Distributor and the selling Detroit Diesel Distributor is not in default under the distributor agreement.
Excluded Sales. Notwithstanding anything herein to the contrary, -------------- Nidek shall not be obligated to perform any installation, maintenance or other services for any Products sold in the Territory through to an Excluded Sale.
Excluded Sales. Notwithstanding anything to the contrary in this Agreement, Licensee’s sales to the WHP E-Com Operator for fulfillment of sales through a Branded E-Com Site shall be excluded from the definition of Net Sales and, as such, such sales (a) shall not be subject to payments of Royalties, and (b) shall not count towards satisfaction of Minimum Net Sales, Guaranteed Minimum Royalties and/or any Renewal Sales Threshold.
Excluded Sales. 15 3.4 Notice of Intent to Participate in Co-Sale..................15 ARTICLE IV. Representations and Warranties of the Company.................16 4.1 Organization, Qualification and Corporate Power.............16 4.2-A Subsidiaries................................................16 4.2-B Affiliates..................................................16 11249/436.3 ii
