Local DSA Clause Samples

Local DSA a. Where the Parties agree from time to time that, for legal, regulatory or tax reasons associated with the Agreement, this Addendum or the provision of Distribution Services hereunder, a local agreement should be put in place in respect of a particular Distribution Services Country, the Parties or their respective local Affiliates in such Distribution Services Country will, if and upon agreement thereto, enter into an Interim Business Agreement, or such other additional, written ancillary agreement setting forth such additional terms and conditions applicable thereto (each, a “Local DSA”). The Local DSA are intended to implement the provision of Distribution Services in the applicable Distribution Services Country in compliance with the applicable Laws of such Distribution Services Country. b. Where a Local DSA is required in accordance with Section 6(a) but has not been entered into by the Effective Date, during the time period between the Effective Date and the execution of a relevant Local DSA: i. subject to the remainder of this Section 6(b), the provisions of this Addendum shall apply to the relevant Affiliates of Seller Parent providing Distribution Services; and ii. if the Parties’ Affiliates fail to enter into a Local DSA within thirty (30) days after the Effective Date (or in the case of a Deferred Closing Business, thirty (30) days after the last day of the calendar month after the Deferred Closing Date for the Deferred Closing Business in the relevant Distribution Services Country), then the Parties shall meet to discuss and agree the measures to be taken by each Party to implement the relevant Distribution Services as soon as reasonably practicable. c. The Parties acknowledge and agree that each Local DSA shall be subject to and governed by the terms and conditions of the Agreement and this Addendum, and in the event of any conflict between the terms and conditions of any Local DSA, on the one hand, and the Agreement or this Addendum, on the other hand, the Agreement or this Addendum, as applicable, shall control. Pursuant to Section 5 of this Addendum: Report: On a monthly basis, Seller Parent will send Purchaser a report no later than the 5th day of the month to reflect prior month gross-to-net sales (excluding VAT). In addition, on a monthly basis, Seller Parent will send Purchaser a monthly invoicing report no later than the 15th day of the month to reflect prior month a) gross-to-net monthly sales report (gross sales, sales deductions, an...