NATIONAL SALES Sample Clauses

NATIONAL SALES. Debtors may compete with Xxxxxx only as an agent, managing general agent, third party administrator, underwriter, or risk management services provider, with respect to workers' compensation insurance, and only in the following 19 states: IL, NJ, CO, TX, AZ, OK, IN, PA, KS, MO, NY, GA, FL, AR, OR, TN, IA, MD, and DE (collectively, the "Permitted States"). Eligible business for the Debtors is defined as acting as agent, managing general agent, risk management services provider or third party administrator with respect to workers' compensation policies, and where both of the following conditions are satisfied: (i) where each agent or other producer with respect to the policy is located in a Permitted State, and (ii) more than 90% of the total payroll (measured by reference to each policy) arises in the Permitted States (the "Debtor Eligible Business"). In addition, Debtor Eligible Business is expanded to include sale or renewal of policies where the insured is one of the entities or its affiliates listed on the schedule attached hereto as Exhibit "A." Finally, Debtor Eligible Business also includes any reinsurance by Superior (Bermuda) Ltd. of any Debtor Eligible Business. To the extent it is an asset acquired by Xxxxxx under the Rehabilitation Plan, all renewal information and data in existence as of closing of the Rehabilitation Plan will remain owned by Xxxxxx; provided, however, that Xxxxxx will provide all data and information to Debtors necessary to effectuate the Fronted Business Run-Off.
Sample 1
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NATIONAL SALES. Publisher will refer to Southwestern Xxxx all sales of advertising to, or through a CMR for the account of, any Advertiser that qualifies to place National advertising under the current YPIMA minimum standards. Within 30 days following the end of each year of the Term, Southwestern Xxxx will pay to Publisher an aggregate amount equal to 3.0% of Southwestern Xxxx'x gross revenues during the most recent prior year from the sale of advertising on SMARTpages through CMRs (the "Revenue Share"). Upon Publisher's request, Southwestern Xxxx will provide Publisher or its representatives with reasonable access once a year to the books and records and other documents of Southwestern Xxxx that Publisher may reasonably request concerning the calculation of the Revenue Share for the prior year.
Sample 1

Related to NATIONAL SALES

  • Optional Sales (a) The Borrower shall have the right to sell all or a portion of the Collateral Obligations (each, an “Optional Sale”), subject to the following terms and conditions:

  • Gross Sales Notwithstanding anything in the Lease to the contrary the definition of Gross Sales shall be as follows:

  • Sales On the settlement date for a sale, Bank will credit the Cash Account with the proceeds of the sale and transfer the relevant Financial Assets to an account at the Bank pending settlement of the trade where not already delivered.

  • Net Sales The term “

  • Combination Products If a LICENSED PRODUCT is sold to any third party in combination with other products, devices, components or materials that are capable of being sold separately and are not subject to royalties hereunder (“OTHER PRODUCTS,” with the combination of products being referred to as “COMBINATION PRODUCTS” and the Other Product and Licensed Product in such Combination Product being referred to as the “COMPONENTS”), the NET SALES of such LICENSED PRODUCT included in such COMBINATION PRODUCT shall be calculated by multiplying the NET SALES of the COMBINATION PRODUCT by the fraction A/(A+B), where A is the average NET SALES price of such LICENSED PRODUCT in the relevant country, as sold separately, and B is the total average NET SALES price of all OTHER PRODUCTS in the COMBINATION PRODUCT in the relevant country, as sold separately. If, in any country, any COMPONENT is not sold separately, NET SALES for royalty determination shall be determined by the formula [C / (C+D)], where C is the aggregate average fully absorbed cost of the Licensed Product components during the prior Royalty Period and D is the aggregate average fully absorbed cost of the other essential functional components during the prior Royalty Period, with such costs being determined in accordance with generally accepted accounting principles. To the extent that any SUBLICENSE INCOME relates to a COMBINATION PRODUCT or is otherwise calculated based on the value of one or more licenses or intellectual property rights held by the COMPANY, an AFFILIATE or SUBLICENSEE, COMPANY shall determine in good faith and report to THE PARTIES the share of such payments reasonably attributable to COMPANY’s or such AFFILIATE’s sublicense of the rights granted hereunder, based upon their relative importance and proprietary protection, which portion shall be the SUBLICENSE INCOME. THE PARTIES shall have the right to dispute such sharing determination in accordance with the dispute provisions of the AGREEMENT.

  • Sales and Marketing Subdistributor shall market, promote, and solicit orders for the Products to prospective and existing Customers (excluding the Excluded Customers) consistent with good business practice and the highest professional standards in the industry, in each case using its best efforts to maximize Product sales volume in the Territory in accordance with Distributor’s Product marketing strategies, channel and pricing guidelines, and sales policies, and in a manner that reflects favorably at all times on the Products and the good name, goodwill, and reputation of Distributor;

  • Statistical, Demographic or Market-Related Data All statistical, demographic or market-related data included in the Registration Statement, the Disclosure Package or the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate and all such data included in the Registration Statement, the Disclosure Package or the Prospectus accurately reflects the materials upon which it is based or from which it was derived.

  • Institutional and Retail Sales You authorize the Manager to sell to institutions and retail purchasers such Securities purchased by you pursuant to the Underwriting Agreement as the Manager will determine. The Selling Concession on any such sales will be credited to the accounts of the Underwriters as the Manager will determine.

  • Xxxxxxx Xxxxxxx/Market Abuse Laws You acknowledge that, depending on your country or broker’s country, or the country in which Common Stock is listed, you may be subject to xxxxxxx xxxxxxx restrictions and/or market abuse laws in applicable jurisdictions, which may affect your ability to accept, acquire, sell or attempt to sell, or otherwise dispose of the shares of Common Stock, rights to shares of Common Stock (e.g., RSUs) or rights linked to the value of Common Stock, during such times as you are considered to have “inside information” regarding the Company (as defined by the laws or regulations in applicable jurisdictions, including the United States and your country). Local xxxxxxx xxxxxxx laws and regulations may prohibit the cancellation or amendment of orders you placed before possessing inside information. Furthermore, you may be prohibited from (i) disclosing insider information to any third party, including fellow employees and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company xxxxxxx xxxxxxx policy. You acknowledge that it is your responsibility to comply with any applicable restrictions, and you should speak to your personal advisor on this matter.

  • Contract Sales Price The total consideration provided for in the sales contract for the sale of a Property.

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