Representative Obligations Sample Clauses

Representative Obligations. Representative hereby agrees to use its best efforts to promote the sale of the Authorized Products to Authorized Accounts in the Authorized Territory and to cooperate with Publisher in carrying out the Publisher's sales programs. To this end, Representative shall, without limitation:
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Representative Obligations. During the Term, Representative will: (i) use commercially reasonable efforts to successfully promote, and solicit orders for, the Products on a continuing basis in the Territory, (ii) as requested by Company, support Company’s marketing and promotion activities for sales of the Products in the Territory; and (iii) refer customer complaints to Company and assist Company in resolving customer complaints.
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Representative Obligations. 2.1. Representative shall not, change any order accepted by the Company, make any guarantees concerning the services, grant or allow any refund for any Service, or grant any allowance for the Services.
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Representative Obligations. Subject to Article VII, at least three (3) Business Days prior to the Closing Date and before Parent, the Exchange Agent or the Surviving Entity shall make any payments hereunder to Legacy Equityholders (including Optionholders who will exercise their Company Options prior to Closing), the Securityholder Representative shall deliver to Parent and the Exchange Agent a payment schedule setting forth (a) the name and address of each Legacy Equityholder (including each Optionholder who will exercise their Company Options prior to Closing) entitled to distribution of Equity Consideration, and (b) the amount of consideration to which each such Legacy Equityholder (including each Optionholder who will exercise their Company Options prior to Closing) is then entitled (and, with respect to payments to be made in connection with the Closing, the amount of any income or employment Tax withholding required under applicable Law), together with calculations of the amount then payable to such holder (the “Payments Schedule”). The Securityholder Representative shall be responsible for instructing Parent, the Exchange Agent and the Surviving Entity as to the distribution of such amounts. Parent, the Exchange Agent and the Surviving Entity may rely on the instructions of the Securityholder Representative for distributions and shall have no responsibility or liability with respect thereto; provided, that the distribution instructions of the Securityholder Representative are followed. The Parent Representative shall be responsible for instructing the Company, the Exchange Agent and the Securityholder Representative as to any matters set forth herein relating to Parent and/or Sponsor. The Company, the Exchange Agent and the Equityholders may rely on the instructions of the Parent Representative for distributions and shall have no responsibility or liability with respect thereto; provided, that the distribution instructions of the Parent Representative are followed.
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Representative Obligations. Immediately upon termination or expiration of this Agreement, Representative shall: (i) discontinue any use of the name, logo, trademarks or slogans of Sipex and the trade names of any of the Products, (ii) cease making any representations or statements from which it could be inferred that any relationship exists between Sipex and Representative, and (iii) cease soliciting orders for and promoting the Product (but will not act in any way to damage or impair the reputation of Sipex or the Product).
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Representative Obligations a. Representative shall provide Full Service ("FS") and/or Retail Service ("RS") functions for the Products shipped to Customers in the Territory.
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Representative Obligations. Business Establishment
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Representative Obligations. 2.1. To begin the enrolment process, you will complete and submit the online application. We may reject your application at our sole discretion. We may cancel your application if we determine that you are unsuitable for our Program, including if you:
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Representative Obligations. In the course of carrying on the Representative’s Business, the Representative must not, and must ensure that each of its directors, employees and Individual Representatives do not:
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Related to Representative Obligations

  • Affirmative Obligations Except (a) as expressly contemplated by this Agreement; (b) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter; (c) as contemplated by Section 5.2; or (d) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will, and will cause each of its Subsidiaries to, (i) use its respective commercially reasonable efforts to maintain its existence in good standing pursuant to applicable law; (ii) subject to the restrictions and exceptions set forth in Section 5.2 or elsewhere in this Agreement, conduct its business and operations in the ordinary course of business; and (iii) use its respective commercially reasonable efforts to (a) preserve intact its material assets, properties, Contracts or other legally binding understandings, licenses and business organizations; (b) keep available the services of its current officers and key employees; and (c) preserve the current relationships with customers, vendors, distributors, partners (including platform partners, referral partners, consulting and implementation partners), lessors, licensors, licensees, creditors, contractors and other Persons with which the Company Group has business relations.

  • Guaranty of the Obligations Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the “Guaranteed Obligations”).

  • Existing Indebtedness of the Loan Parties All of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (other than Indebtedness permitted to exist pursuant to Section 7.02) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date.

  • Conditions to the Obligations of the Parties The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions:

  • Conditions to the Obligations of the Purchasers The obligation of each Purchaser to purchase and pay for the Preferred Shares being purchased by it on the Closing Date is, at its option, subject to the satisfaction, on or before the Closing Date, of the following conditions:

  • Conditions to the Obligations of the Sellers Each and every obligation of the Sellers under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Sellers:

  • Conditions to the Obligations of the Seller The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction on or prior to the Closing Date of each of the following conditions, unless waived in writing by the Seller:

  • Additional Obligations of the Company The Company shall:

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