Prohibited Sales Activities Sample Clauses

Prohibited Sales Activities. As set forth in the Agreement, all sales of Equipment and Wireless Service must be made from I-Dealer’s Web Site. Accordingly, I-Dealer and its Personnel shall not promote or sell Equipment or Wireless Service through retail stores or representatives, outbound telemarketing activities, direct mail activities, broadcast faxing activities, SPAM email solicitations as defined under federal and state law, catalog sales activities, text messaging to consumers or any other similar sales activity (“Prohibited Sales Activities”) without the prior written approval of Company, which approval shall be in Company’s sole discretion. In the event Company receives a complaint, claims or other notification and/or documentation evidencing that Dealer or its Personnel have promoted or sold Equipment or Wireless Service through Prohibited Sales Activity, Company shall be entitled to recover from Dealer liquidated damages in the amount of [***] per violation. If, during the term of this Agreement, Company resolves a claim relating to a violation for which Company has assessed and offset liquidated damages as described herein, for an amount less than [***], I-Dealer shall be entitled to a credit or reimbursement for any amounts assessed or offset in excess of the actual settlement amount paid in connection with such claim. If, at any time during the term of this Agreement, Company resolves a claim relating to a violation for which Company has assessed and offset liquidated damages as described herein, for an amount more than [***], I-Dealer shall be assessed such additional amounts of the actual settlement paid by the Company. Dealer agrees that this method of calculating liquidated damages, and any sum owing there from, reasonably estimates the damages Company will sustain as a result of Dealer’s breach of the prohibited sales activities described herein. Company shall be entitled to offset any liquidated damages assessed and settlement amounts paid to claimants as described herein from any amounts owed to I-Dealer. Nothing herein shall be construed to limit the parties’ respective rights or obligations under the provisions of Section 10.1 of the Agreement relating to Indemnity.
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Prohibited Sales Activities. As set forth in the Sub-Dealer Agreement, all sales of Equipment and Wireless Service by Sub-Dealer must be made out of an easily accessible retail store front location or locations as appropriate. Accordingly, neither Dealer, its Personnel, Sub-Dealers nor any sales representative acting on Dealer’s behalf shall promote or sell the Equipment or the Wireless Service through telephone sales or telemarketing activities, direct mail activities, broadcast faxing activities, catalog sales activities, internet sales activities, text messaging to consumers, or any other similar direct sales method. Furthermore, Sub-Dealer acknowledges and agrees to comply with Company’s Policy on Direct Sales Solicitation (the “Solicitation Policy”), attached as Schedule 2 to Exhibit A which is incorporated herein by this reference, as provided to Dealer and as may be amended from time to time.
Sample 1

Related to Prohibited Sales Activities

  • Prohibited Activities You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. As a user of the Site, you agree not to:

  • Prohibited Transactions and Activities None of the Depositor, the Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for any REMIC created hereunder (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to any REMIC created hereunder after the Closing Date (other than a Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it has received an Opinion of Counsel, addressed to the Trustee (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any of any REMIC Regular Interest created hereunder as a REMIC or (b) cause any REMIC Regular Interest created hereunder to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

  • Regulated Activities The Company shall not itself, nor shall it cause, permit or allow the Bank or any other of its Subsidiaries to (i) engage in any business or activity not permitted by all applicable laws and regulations, except where such business or activity would not reasonably be expected to have a Material Adverse Effect on the Company, the Bank and/or such of its Subsidiaries or (ii) make any loan or advance secured by the capital stock of another bank or depository institution, or acquire the capital stock, assets or obligations of or any interest in another bank or depository institution, in each case other than in accordance with applicable laws and regulations and safe and sound banking practices.

  • Prohibited Activity Subrecipient is prohibited from using funds provided herein, or personnel employed in the administration of the program, for: political activities, sectarian or religious activities, lobbying, political patronage, and nepotism activities.

  • Restricted Activities The Executive agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates:

  • Outside Activities Subject to the Articles of Incorporation and any agreements entered into by the General Partner or its Affiliates with the Partnership or a Subsidiary, any officer, director, employee, agent, trustee, Affiliate or stockholder of the General Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities substantially similar or identical to those of the Partnership. Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement in any such business ventures, interest or activities. None of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any such business ventures, interests or activities, and the General Partner shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures, interests and activities to the Partnership or any Limited Partner, even if such opportunity is of a character which, if presented to the Partnership or any Limited Partner, could be taken by such Person.

  • Religious Activities The Subrecipient agrees that funds provided under this Agreement will not be utilized for inherently religious activities prohibited by 24 CFR 570.200(j), such as worship, religious instruction, or proselytization.

  • CONCERTED ACTIVITIES 24.1 It is agreed and understood that there will be no strike, work stoppage, slow-down, or refusal or failure to fully and faithfully perform job functions and responsibilities, or other interference with the operations of the District by the Federation, or by any of the Federation's officers, agents, or members during the term of this Agreement, including compliance with the request of other labor organizations to engage in such activity.

  • Competing Activities Notwithstanding any duty otherwise existing at law or in equity, (i) neither a Member nor a Manager of the Company, or any of their respective affiliates, partners, members, shareholders, directors, managers, officers or employees, shall be expressly or impliedly restricted or prohibited solely by virtue of this Agreement or the relationships created hereby from engaging in other activities or business ventures of any kind or character whatsoever and (ii) except as otherwise agreed in writing or by written Company policy, each Member and Manager of the Company, and their respective affiliates, partners, members, shareholders, directors, managers, officers and employees, shall have the right to conduct, or to possess a direct or indirect ownership interest in, activities and business ventures of every type and description, including activities and business ventures in direct competition with the Company.

  • Competitive Activities During the term of this Agreement, Consultant will not, directly or indirectly, in any individual or representative capacity, engage or participate in or provide services to any business that is competitive with the types and kinds of business being conducted by Company.

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