Common use of Sales Activities Clause in Contracts

Sales Activities. 2.1 ▇▇▇▇▇▇▇▇▇ shall use its best efforts to promote and sell Contractual Products in the Territory. ▇▇▇▇▇▇▇▇▇ shall maintain the organization necessary to ensure commercially reasonable sales activity for Contractual Products. For this purpose, ▇▇▇▇▇▇▇▇▇ shall, among other things: 2.1.1 maintain a stock of Contractual Products commensurate with the expected business aiming to meet the purchase requirements in Section 2.4 below, including without limitation, sufficient to satisfy requirements based on the forecasts contemplated in Section 8.7 of this Agreement; 2.1.2 maintain appropriate equipment relating to the Contractual Products in every branch showroom and appropriate training centers; 2.1.3 subject to Section 1.4.4, ▇▇▇▇▇▇▇▇▇ shall employ or engage no less than [*****] specialists with respect to Contractual Products other than related to the Lab Market at all times during the Term. The adequacy of such number of specialists shall be evaluated periodically with ▇▇▇▇▇▇▇▇▇ and may be increased (but not decreased) as mutually agreed upon by the Parties. ▇▇▇▇▇▇▇▇▇ shall cause all such specialists to receive at least [*****] working days of sales and product training with respect to Contractual Products during each SIRONA fiscal year during the Term. With respect to new specialists pertaining to Contractual Products, ▇▇▇▇▇▇▇▇▇ shall collaborate with SIRONA to develop a new on-boarding process to prepare specialists properly within ninety (90) days of start; 2.1.4 provide adequate technical service for regular maintenance and repair of Contractual Products in the Territory (including, without limitation, first line technical support), and maintain a stock of spare parts sufficient to satisfy customer demand; and 2.1.5 maintain adequate installation, assembly and commissioning capabilities. SIRONA shall, as it deems appropriate, provide advice and recommendations in carrying out the above mentioned tasks. 2.2 SIRONA shall furnish ▇▇▇▇▇▇▇▇▇ with its English list of Contractual Products and other sales literature in appropriate quantity on an on-going basis. Furthermore, SIRONA shall assist ▇▇▇▇▇▇▇▇▇, upon request and to the extent feasible in producing special sales literature. 2.3 SIRONA shall, in its capacity as manufacturer of Contractual Products, comply with public laws and regulations applicable in the Territory to Contractual Products, including US Food and Drug Administration (FDA) regulations. *****Confidential 11 Contractual Products shall be authorized for sale in the United States and will have obtained a current 510 (K) from the FDA and will have been manufactured in accordance with GMP (as defined by the FDA for each Contractual Product). Each of the Parties shall comply with laws, rules and regulations pertinent to its duties and obligations under this Agreement in the Territory, as applicable. SIRONA will be responsible for responding to and/or executing, as appropriate or required under applicable laws and regulations, all complaints, failures, adverse events, and recalls, whether voluntary or involuntary, involving the Contractual Products. ▇▇▇▇▇▇▇▇▇ shall reasonably cooperate with any such activity, including reporting to Vendor any adverse events it learns of with respect to the Products. For the avoidance of doubt, no recall shall be permitted with respect to Contractual Products without the prior written consent of SIRONA, which consent shall not be unreasonably withheld.

Sales Activities. 2.1 ▇▇▇▇▇▇▇▇▇ shall use its best efforts to promote and sell Contractual Products in the Territory. ▇▇▇▇▇▇▇▇▇ shall maintain the organization necessary to ensure commercially reasonable sales activity for Contractual Products. For this purpose, ▇▇▇▇▇▇▇▇▇ shall, among other things: 2.1.1 maintain a stock of Contractual Products commensurate with the expected business aiming to meet the purchase requirements in Section 2.4 below, including without limitation, sufficient to satisfy requirements based on the forecasts contemplated in Section 8.7 8.6 of this Agreement; 2.1.2 maintain appropriate equipment relating to the Contractual Products in every all branch showroom showrooms and appropriate training centers; 2.1.3 subject to Section 1.4.4, ▇▇▇▇▇▇▇▇▇ shall employ or engage no less than [*****] specialists with respect to Contractual Products other than related to the Lab Market at all times during the Term. The adequacy of such number of specialists shall be evaluated periodically with ▇▇▇▇▇▇▇▇▇ and may be increased (but not decreased) as mutually agreed upon by the Parties. ▇▇▇▇▇▇▇▇▇ shall cause all such specialists to receive at least [*****] working days of sales and product training with respect to Contractual Products during each SIRONA fiscal year during the Term. With respect to new specialists pertaining to Contractual Products, ▇▇▇▇▇▇▇▇▇ shall collaborate with SIRONA to develop a new on-boarding process to prepare specialists properly within ninety (90) days of start; 2.1.4 provide adequate technical service for regular maintenance and repair of Contractual Products in the Territory (including, without limitation, first line technical support), and maintain a stock of spare parts and consumables sufficient to satisfy customer demand; and; 2.1.5 2.1.4 maintain adequate installation, assembly and commissioning capabilities; 2.1.5 employ a dedicated “high level” Executive who shall devote his or her full business time to the development and expansion of the business pertaining to the Contractual Products; 2.1.6 purchase sufficient demonstration equipment to equip appropriate branches; and 2.1.7 Each ▇▇▇▇▇▇▇▇▇ branch will create a business plan that will detail how it intends to develop the business with respect to the Contractual Products for the purpose of satisfying the minimum purchase targets specified in Section 2.4 hereof. Each plan will be created on an annual basis by the applicable ▇▇▇▇▇▇▇▇▇ Branch manager in cooperation with the SIRONA/▇▇▇▇▇▇ Market leader assigned to that branch. All such plans shall be evaluated and approved by ▇▇▇▇▇▇▇▇▇ and SIRONA senior management. Timing and approval of these business plans shall be consistent with past practice. SIRONA shall, as it deems appropriate, provide advice and recommendations in carrying out the above mentioned tasks. 2.2 SIRONA shall furnish ▇▇▇▇▇▇▇▇▇ with its English list of Contractual Products and other sales literature in appropriate quantity on an on-going basis. Furthermore, SIRONA shall assist ▇▇▇▇▇▇▇▇▇, upon request and to the extent feasible in producing special sales literature. 2.3 SIRONA shall, in its capacity as manufacturer of Contractual Products, comply with public laws and regulations applicable in the Territory to Contractual Products, including US Food and Drug Administration (FDA) regulations. *****Confidential 11 Contractual Products shall be authorized for sale in the United States and will have obtained a current 510 (K) from the FDA and will have been manufactured in accordance with GMP (as defined by the FDA for each Contractual Product). Each of the Parties shall comply with laws, rules and regulations pertinent to its duties and obligations under this Agreement in the Territory, as applicable. SIRONA will be responsible for responding to and/or executing, as appropriate or required under applicable laws and regulations, all complaints, failures, adverse events, and recalls, whether voluntary or involuntary, involving the Contractual Products. ▇▇▇▇▇▇▇▇▇ shall reasonably cooperate with any such activity, including reporting to Vendor any adverse events it learns of with respect to the Products. For the avoidance of doubt, no recall No recalls shall be permitted with respect to Contractual Products conducted without the prior written consent of SIRONA, which consent shall not be unreasonably withheld.

Sales Activities. 2.1 ▇▇▇▇▇▇▇▇▇ 2.1. The VAR shall use its best efforts to promote and sell Contractual Products in the Territory. ▇▇▇▇▇▇▇▇▇ The VAR shall maintain the organization organisation necessary to ensure commercially reasonable optimum sales activity for Contractual Products. For this purpose, ▇▇▇▇▇▇▇▇▇ the VAR shall, among other things: 2.1.1 2.1.1. maintain a stock of 10 Contractual Products Products, which is commensurate with the expected business aiming to meet business. Conversely, from the purchase requirements in Section 2.4 below, including without limitation, sufficient to satisfy requirements based on the forecasts contemplated in Section 8.7 date of signature of this Agreement; 2.1.2 maintain appropriate equipment relating agreement, GAP commits to the Contractual Products in every branch showroom and appropriate training centers; 2.1.3 subject to Section 1.4.4, ▇▇▇▇▇▇▇▇▇ shall employ or engage no less than [*****] specialists with respect to Contractual Products other than related to the Lab Market have available standing Terminals inventory of 60 units at all times during that can be shipped to the Term. The adequacy of such number of specialists shall be evaluated periodically with ▇▇▇▇▇▇▇▇▇ and may be increased (but not decreased) as mutually agreed upon by the Parties. ▇▇▇▇▇▇▇▇▇ shall cause all such specialists to receive at least [*****] VAR within 7 working days of order, with the limitation that the VAR is not allowed to place repeat orders for those units sooner than every 6 weeks. GAP also commits, from the date of signature of this agreement to have available standing Terminals inventory of 100 units at all times that can be shipped to the VAR within 6 weeks of order; 2.1.2. set up maintenance, workshop facilities and showrooms corresponding to the requirements of the business; 2.1.3. act and invest into the organisation and sales activities according to the sales and product training marketing plan of Annex 4 with respect the target to Contractual Products during each SIRONA fiscal year during the Term. With respect to new specialists pertaining to Contractual Products, ▇▇▇▇▇▇▇▇▇ shall collaborate with SIRONA to develop a new on-boarding process to prepare specialists properly within ninety (90) days of startachieve above mentioned strategic targets; 2.1.4 2.1.4. in the framework of Annex 5, provide adequate technical service for regular maintenance and repair of Contractual Products in the Territory (includingTerritory, without limitationregardless of when and how these products have been brought into the Territory, first line technical support)as long as these Contractual Products have been sold by Smart, and maintain a stock of spare parts sufficient sufficiently to satisfy customer demand; and2. 2.1.5 1.5. maintain adequate installation, assembly and building and/or commissioning capabilities. SIRONA shall, as it deems appropriate, provide advice and recommendations in carrying out the above mentioned taskscase may be. 2.2 SIRONA 2.2. At Smart's reasonable request and GAP's reasonable time, GAP shall furnish ▇▇▇▇▇▇▇▇▇ the VAR free of charge with its English list of Contractual Products product lists and other sales literature in appropriate quantity on an on-going basisin English, if available. Furthermore, SIRONA GAP shall assist ▇▇▇▇▇▇▇▇▇the VAR, upon request and request, to the extent feasible in producing special sales literatureliterature according to the terms of a separate agreement. 2.3 SIRONA shall, in its capacity as manufacturer of Contractual Products, 2.3. The VAR shall strictly comply with public all laws and regulations regarding the performance of its activities applicable in the Territory to Contractual Products, including US Food and Drug Administration (FDA) regulationsTerritory. *****Confidential 11 Contractual Products shall be authorized for sale in The VAR is responsible that the United States and will have obtained a current 510 (K) from terminals are compliant with the FDA and will have been manufactured in accordance with GMP (as defined by the FDA for each Contractual Product). Each of the Parties shall comply with lawscodes, rules and regulations pertinent to its duties and obligations under this Agreement in of each country within the Territory. In case product adjustments are requested, as applicable. SIRONA will the necessary costs and resources have to be responsible for responding to and/or executing, as appropriate or required under applicable laws discussed aiming at a feasible and regulations, all complaints, failures, adverse events, and recalls, whether voluntary or involuntary, involving the Contractual Products. ▇▇▇▇▇▇▇▇▇ shall reasonably cooperate with any such activity, including reporting to Vendor any adverse events it learns of with respect to the Products. For the avoidance of doubt, no recall shall be permitted with respect to Contractual Products without the prior written consent of SIRONA, which consent shall not be unreasonably withheldeconomic mutual arrangement.

Sales Activities. 2.1 ▇▇▇▇▇▇▇▇▇ shall use its best efforts to promote and sell Contractual Products in the Territory. ▇▇▇▇▇▇▇▇▇ shall maintain the organization necessary to ensure commercially reasonable sales activity for Contractual Products. For this purpose, ▇▇▇▇▇▇▇▇▇ shall, among other things:: ***** Confidential 2.1.1 maintain a stock of Contractual Products commensurate with the expected business aiming to meet the purchase requirements in Section 2.4 below, including without limitation, sufficient to satisfy requirements based on the forecasts contemplated in Section 8.7 8.6 of this Agreement; 2.1.2 maintain appropriate equipment relating to the Contractual Products in every all branch showroom showrooms and appropriate training centers; 2.1.3 subject to Section 1.4.4, ▇▇▇▇▇▇▇▇▇ shall employ or engage no less than [*****] specialists with respect to Contractual Products other than related to the Lab Market at all times during the Term. The adequacy of such number of specialists shall be evaluated periodically with ▇▇▇▇▇▇▇▇▇ and may be increased (but not decreased) as mutually agreed upon by the Parties. ▇▇▇▇▇▇▇▇▇ shall cause all such specialists to receive at least [*****] working days of sales and product training with respect to Contractual Products during each SIRONA fiscal year during the Term. With respect to new specialists pertaining to Contractual Products, ▇▇▇▇▇▇▇▇▇ shall collaborate with SIRONA to develop a new on-boarding process to prepare specialists properly within ninety (90) days of start; 2.1.4 provide adequate technical service for regular maintenance and repair of Contractual Products in the Territory (including, without limitation, first line technical support), and maintain a stock of spare parts and consumables sufficient to satisfy customer demand; and; 2.1.5 2.1.4 maintain adequate installation, assembly and commissioning capabilities; 2.1.5 employ a dedicated “high level” Executive who shall devote his or her full business time to the development and expansion of the business pertaining to the Contractual Products; 2.1.6 purchase sufficient demonstration equipment to equip appropriate branches; and 2.1.7 Each ▇▇▇▇▇▇▇▇▇ branch will create a business plan that will detail how it intends to develop the business with respect to the Contractual Products for the purpose of satisfying the minimum purchase targets specified in Section 2.4 hereof. Each plan will be created on an annual basis by the applicable ▇▇▇▇▇▇▇▇▇ Branch manager in cooperation with the SIRONA/▇▇▇▇▇▇ Market leader assigned to that branch. All such plans shall be evaluated and approved by ▇▇▇▇▇▇▇▇▇ and SIRONA senior management. Timing and approval of these business plans shall be consistent with past practice. SIRONA shall, as it deems appropriate, provide advice and recommendations in carrying out the above mentioned tasks. 2.2 SIRONA shall furnish ▇▇▇▇▇▇▇▇▇ with its English list of Contractual Products and other sales literature in appropriate quantity on an on-going basis. Furthermore, SIRONA shall assist ▇▇▇▇▇▇▇▇▇, upon request and to the extent feasible in producing special sales literature. 2.3 SIRONA shall, in its capacity as manufacturer of Contractual Products, comply with public laws and regulations applicable in the Territory to Contractual Products, including US Food and Drug Administration (FDA) regulations. *****Confidential 11 Contractual Products shall be authorized for sale in the United States and will have obtained a current 510 (K) from the FDA and will have been manufactured in accordance with GMP (as defined by the FDA for each Contractual Product). Each of the Parties shall comply with laws, rules and regulations pertinent to its duties and obligations under this Agreement in the Territory, as applicable. SIRONA will be responsible for responding to and/or executing, as appropriate or required under applicable laws and regulations, all complaints, failures, adverse events, and recalls, whether voluntary or involuntary, involving the Contractual Products. ▇▇▇▇▇▇▇▇▇ shall reasonably cooperate with any such activity, including reporting to Vendor any adverse events it learns of with respect to the Products. For the avoidance of doubt, no recall No recalls shall be permitted with respect to Contractual Products conducted without the prior written consent of SIRONA, which consent shall not be unreasonably withheld.

Sales Activities. 2.1 ▇▇▇▇▇▇▇▇▇ A. Producers shall use its best efforts provide information about the GRIS to promote prospective GRIS owners and sell Contractual Products in answer questions about GRIS from prospective GRIS owners. B. The Authorized Selling Firm, LCM and Producers are authorized to distribute the Territory. ▇▇▇▇▇▇▇▇▇ Disclosure Package and other material provided by PEPCO. C. The Authorized Selling Firm shall maintain the organization necessary to ensure commercially reasonable sales activity for Contractual Products. For this purpose, ▇▇▇▇▇▇▇▇▇ shall, among other things: 2.1.1 maintain a stock of Contractual Products commensurate with the expected business aiming to meet the purchase requirements in Section 2.4 below, including without limitation, sufficient to satisfy requirements based on the forecasts contemplated in Section 8.7 of this Agreement; 2.1.2 maintain appropriate equipment relating to the Contractual Products in every branch showroom and appropriate training centers; 2.1.3 subject to Section 1.4.4, ▇▇▇▇▇▇▇▇▇ shall employ or engage no less than [*****] specialists with respect to Contractual Products other than related to the Lab Market at all times during the Term. The adequacy of such number of specialists shall be evaluated periodically with ▇▇▇▇▇▇▇▇▇ and may be increased (but not decreased) as mutually agreed upon by the Parties. ▇▇▇▇▇▇▇▇▇ shall cause all such specialists to receive at least [*****] working days of sales and product training with respect to Contractual Products during each SIRONA fiscal year during the Term. With respect to new specialists pertaining to Contractual Products, ▇▇▇▇▇▇▇▇▇ shall collaborate with SIRONA to develop a new on-boarding process to prepare specialists properly within ninety (90) days of start; 2.1.4 provide adequate technical service for regular maintenance and repair of Contractual Products in the Territory (including, without limitation, first line technical support), and maintain a stock of spare parts sufficient to satisfy customer demand; and 2.1.5 maintain adequate installation, assembly and commissioning capabilities. SIRONA shall, as it deems appropriate, provide advice and recommendations in carrying out the above mentioned tasks. 2.2 SIRONA shall furnish ▇▇▇▇▇▇▇▇▇ with its English list of Contractual Products and other sales literature in appropriate quantity on an on-going basis. Furthermore, SIRONA shall assist ▇▇▇▇▇▇▇▇▇, upon request and to the extent feasible in producing special sales literature. 2.3 SIRONA shall, in its capacity as manufacturer of Contractual Products, comply with public laws and regulations applicable in the Territory to Contractual Products, including US Food and Drug Administration (FDA) regulations. *****Confidential 11 Contractual Products shall be authorized for sale in the United States and will have obtained a current 510 (K) from the FDA and will have been manufactured in accordance with GMP (as defined by the FDA for each Contractual Product). Each of the Parties shall comply with laws, rules and regulations pertinent to its duties and obligations under this Agreement in the Territory, as applicable. SIRONA will be responsible for responding to and/or executing, as appropriate or required under applicable laws and regulations, all complaints, failures, adverse events, and recalls, whether voluntary or involuntary, involving the Contractual Products. ▇▇▇▇▇▇▇▇▇ shall reasonably cooperate with any such activity, including reporting to Vendor any adverse events it learns of logs with respect to the Products. For distribution of Disclosure Packages containing the avoidance name and address of doubteach client or prospective client of LCM to whom Disclosure Packages are distributed and the number of Disclosure Packages distributed to each Producer. D. The Authorized Selling Firm shall provide each of the Producers and Intermediaries with written procedures, which may include a script, approved by PEPCO, that outline the permissible activities of the Producers and Intermediaries. E. Before selling a GRIS policy to a prospective owner, the Authorized Selling Firm shall conduct reasonable analysis of the account and a MBSC Principal shall endorse the sale. F. Neither Authorized Selling Firm nor LCM shall directly or indirectly compensate an Intermediary or an IAR, for any referral for the sale of any GRIS policy. G. The Authorized Selling Firm and LCM shall transmit completed and approved Applications for the GRIS that it receives to PHLVIC and PLIC (or to another entity designated by Phoenix), and any other required documentation as soon as reasonably possible and no recall shall be permitted later than two business days following receipt. H. All solicitation, sales and servicing activities engaged in by an Authorized Selling Firm, LCM and its Producers with respect to Contractual Products without the prior written consent of SIRONAGRIS shall be in compliance with all Applicable Law, which consent including but not limited to FINRA Rules. I. All statements made regarding the GRIS by the Authorized Selling Firm or its Producers or by LCM shall not be unreasonably withheldin accord with the Prospectus.

Sales Activities. 2.1 ▇▇▇▇▇▇▇▇▇ 2.1. The VAR shall use its best efforts to promote and sell Contractual Products in the Territory. ▇▇▇▇▇▇▇▇▇ The VAR shall maintain the organization organisation necessary to ensure commercially reasonable optimum sales activity for Contractual Products. For this purpose, ▇▇▇▇▇▇▇▇▇ the VAR shall, among other things: 2.1.1 2.1.1. maintain a stock of 10 Contractual Products Products, which is commensurate with the expected business aiming to meet business. Conversely, from the purchase requirements in Section 2.4 below, including without limitation, sufficient to satisfy requirements based on the forecasts contemplated in Section 8.7 date of signature of this Agreement; 2.1.2 maintain appropriate equipment relating agreement, GAP commits to the Contractual Products in every branch showroom and appropriate training centers; 2.1.3 subject to Section 1.4.4, ▇▇▇▇▇▇▇▇▇ shall employ or engage no less than [*****] specialists with respect to Contractual Products other than related to the Lab Market have available standing Terminals inventory of 60 units at all times during that can be shipped to the Term. The adequacy of such number of specialists shall be evaluated periodically with ▇▇▇▇▇▇▇▇▇ and may be increased (but not decreased) as mutually agreed upon by the Parties. ▇▇▇▇▇▇▇▇▇ shall cause all such specialists to receive at least [*****] VAR within 7 working days of order, with the limitation that the VAR is not allowed to place repeat orders for those units sooner than every 6 weeks. GAP also commits, from the date of signature of this agreement to have available standing Terminals inventory of 100 units at all times that can be shipped to the VAR within 6 weeks of order; 2.1.2. set up maintenance, workshop facilities and showrooms corresponding to the requirements of the business; 2.1.3. act and invest into the organisation and sales activities according to the sales and product training marketing plan of Annex 4 with respect the target to Contractual Products during each SIRONA fiscal year during the Term. With respect to new specialists pertaining to Contractual Products, ▇▇▇▇▇▇▇▇▇ shall collaborate with SIRONA to develop a new on-boarding process to prepare specialists properly within ninety (90) days of startachieve above mentioned strategic targets; 2.1.4 2.1.4. in the framework of Annex 5, provide adequate technical service for regular maintenance and repair of Contractual Products in the Territory (includingTerritory, without limitationregardless of when and how these products have been brought into the Territory, first line technical support)as long as these Contractual Products have been sold by Smart, and maintain a stock of spare parts sufficient sufficiently to satisfy customer demand; and; 2.1.5 2.1.5. maintain adequate installation, assembly and building and/or commissioning capabilities. SIRONA shall, as it deems appropriate, provide advice and recommendations in carrying out the above mentioned taskscase may be. 2.2 SIRONA 2.2. At Smart's reasonable request and GAP's reasonable time, GAP shall furnish ▇▇▇▇▇▇▇▇▇ the VAR free of charge with its English list of Contractual Products product lists and other sales literature in appropriate quantity on an on-going basisin English, if available. Furthermore, SIRONA GAP shall assist ▇▇▇▇▇▇▇▇▇the VAR, upon request and request, to the extent feasible in producing special sales literatureliterature according to the terms of a separate agreement. 2.3 SIRONA shall, in its capacity as manufacturer of Contractual Products, 2.3. The VAR shall strictly comply with public all laws and regulations regarding the performance of its activities applicable in the Territory to Contractual Products, including US Food and Drug Administration (FDA) regulationsTerritory. *****Confidential 11 Contractual Products shall be authorized for sale in The VAR is responsible that the United States and will have obtained a current 510 (K) from terminals are compliant with the FDA and will have been manufactured in accordance with GMP (as defined by the FDA for each Contractual Product). Each of the Parties shall comply with lawscodes, rules and regulations pertinent to its duties and obligations under this Agreement in of each country within the Territory. In case product adjustments are requested, as applicable. SIRONA will the necessary costs and resources have to be responsible for responding to and/or executing, as appropriate or required under applicable laws discussed aiming at a feasible and regulations, all complaints, failures, adverse events, and recalls, whether voluntary or involuntary, involving the Contractual Products. ▇▇▇▇▇▇▇▇▇ shall reasonably cooperate with any such activity, including reporting to Vendor any adverse events it learns of with respect to the Products. For the avoidance of doubt, no recall shall be permitted with respect to Contractual Products without the prior written consent of SIRONA, which consent shall not be unreasonably withheldeconomic mutual arrangement.