Third Party Resellers Sample Clauses

Third Party Resellers. Licensee shall require any Third Party Reseller to agree, in a written agreement with Licensee (i) to comply with the applicable terms of this Agreement, (ii) to provide Customer sales data, including name and address of Customer, date of transaction for Product(s), quantity and associated lot numbers and serial numbers (where applicable) sold (on a Customer by Customer basis) (“Customer Sales Data”) (iii) to prohibit Third Party Resellers from selling, offering to sell, or providing Product to another wholesaler or distributor or any entity other than a Customer providing Product to end-users within the Territory and to prohibit Customer via a written agreement between the Third Party Reseller and Customer from reselling the Product and require unsold/unused Product to be returned to the Third Party Reseller, and (iv) to report to Licensee such information, and allow Licensee to provide Gilead with the information described in Section 4.3. Gilead has the right to audit, on no less than thirty (30) days’ advance notice to Licensee, such records of Licensee solely to the extent necessary to verify such compliance. Gilead will bear the full cost of any such audit unless the audit reveals a failure to comply with this Agreement. Licensee shall not enter into any agreement, arrangement, or understanding (including with respect to confidentiality) with any such third party that would hinder the exercise of Xxxxxx’s audit rights.
Sample 1
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Third Party Resellers. FDMS shall notify the Company in writing ---------------------- (which may in this case be by email) of each of the following events: (i) FDMS has made contact with a potential Third-Party Reseller of the Electronic Commerce Tools and has, in good faith, begun negotiations with such party for the potential distribution of the Electronic Commerce Tools and Gateway services; and (ii) FDMS has entered into a written agreement with a Third Party Reseller for the distribution of the Electronic Commerce Tools and Gateway services. Such notices shall set forth the name of such Third Party Reseller.
Sample 1
Third Party Resellers. Each appearance in the Agreement of the term “Third Party Reseller” or “Third Party Resellers” is hereby replaced with the term “Affiliate” or “Affiliates,” respectively.
Sample 1
Third Party Resellers. Buyer shall not promote, market, advertise, offer to sell, or sell the Product(s) on or through any online marketplace or to any auction service (e.g. Ebay, Amazon Marketplace, or like websites). Buyer shall not knowingly sell the Product to third parties that are known to the Buyer that sell through an online marketplace or auction service.
Sample 1
Third Party Resellers. Schedule 5.3, attached hereto, sets forth the identity of approved: (a) existing third party resellers; and (b) potential third party resellers (who, by their inclusion in Schedule 5.3, are deemed to be approved for a period of 90 days from Closing; however, if such potential third party resellers do not enter into a reseller agreement prior to the end of the 90 day period, they shall no longer be deemed to be approved). Within the Field of Use, Pegasus may engage those approved third parties and additional third parties to assist Pegasus in distributing the Pavilion Software to prospective End Users and in marketing and licensing the Pavilion Software to End Users provided that: (i) with respect to -------- additional third parties, each such additional third party has been pre-approved in writing by Pavilion, which approval may not be unreasonably withheld; (ii) such third party has agreed in writing to comply with the restrictions imposed on Pegasus by this Agreement, including but not limited to the confidentiality and assignment provisions of Section 19; and (iii) such third party is not a Pavilion Competitor. With respect to the approval of new third party resellers, Pavilion will respond within fifteen (15) Business Days of receipt of such third party reseller's identity, and its failure to respond will be deemed approval.
Sample 1
Third Party Resellers. Distributor shall have the right to appoint sub-distributors or agents for the sale of the Products in the Territory. Distributor will inform the Companies before any future appointment. The Distributor shall ensure that every contract with a Third party Reseller contains equivalent obligations of the Third Party Reseller to the obligations of the Distributor pursuant to this Section 11. Distributor shall further ensure that Companies can independently enforce any such obligations of a Third Party Reseller
Sample 1

Related to Third Party Resellers

  • Third Party Vendors Nothing herein shall impose any duty upon DST in connection with or make DST liable for the actions or omissions to act of the following types of unaffiliated third parties: (a) courier and mail services including but not limited to Airborne Services, Federal Express, UPS and the U.S. Mails, (b) telecommunications companies including but not limited to AT&T, Sprint, MCI and other delivery, telecommunications and other such companies not under the party’s reasonable control, and (c) third parties not under the party’s reasonable control or subcontract relationship providing services to the financial industry generally, such as, by way of example and not limitation, the National Securities Clearing Corporation (processing and settlement services), Fund custodian banks (custody and fund accounting services) and administrators (blue sky and Fund administration services), and national database providers such as Choice Point, Acxiom, TransUnion or Lexis/Nexis and any replacements thereof or similar entities, provided, if DST selected such company, DST shall have exercised due care in selecting the same. Such third party vendors shall not be deemed, and are not, subcontractors for purposes of this Agreement.

  • Third Party Requests In the event Apple receives a third party request for Your or Your End User’s Content or Personal Data (“Third Party Request”), Apple will (i) notify You, to the extent permitted by law, of its receipt of the Third Party Request; and (ii) notify the requester to address such Third Party Request to You. Unless otherwise required by law or the Third Party Request, You will be responsible for responding to the Request. O. School Official Status Under FERPA (20 U.S.C. § 1232g). If You are an educational agency, or organization, or acting on behalf of an educational agency, or organization, to which regulations under the U.S. Family Education Rights and Privacy Act (FERPA) apply, Apple acknowledges that for the purposes of this Agreement, Your Institution’s Personal Data may include personally identifiable information from education records that are subject to FERPA (“FERPA Records”). To the extent that Apple receives FERPA Records while acting as a data processor in providing the Service, You agree that Apple will be functioning as a “school official” as defined in 34 C.F.R. § 99.31(a)(1)(i).

  • Third Party Users If required by Applicable Laws and Regulations or if the Parties mutually agree, such agreement not to be unreasonably withheld, to allow one or more third parties to use the Connecting Transmission Owner’s Attachment Facilities, or any part thereof, Developer will be entitled to compensation for the capital expenses it incurred in connection with the Attachment Facilities based upon the pro rata use of the Attachment Facilities by Connecting Transmission Owner, all third party users, and Developer, in accordance with Applicable Laws and Regulations or upon some other mutually-agreed upon methodology. In addition, cost responsibility for ongoing costs, including operation and maintenance costs associated with the Attachment Facilities, will be allocated between Developer and any third party users based upon the pro rata use of the Attachment Facilities by Connecting Transmission Owner, all third party users, and Developer, in accordance with Applicable Laws and Regulations or upon some other mutually agreed upon methodology. If the issue of such compensation or allocation cannot be resolved through such negotiations, it shall be submitted to FERC for resolution.

  • Third Party Contractors Tenant shall obtain and deliver to Landlord, Third Party Contractor’s certificates of insurance and applicable endorsements at least seven (7) business days prior to the commencement of work in or about the Premises by any vendor or any other third-party contractor (collectively, a “Third Party Contractor”). All such insurance shall (a) name Landlord as an additional insured under such party’s liability policies as required by Section 10.3.1 above and this Section 10.6, (b) provide a waiver of subrogation in favor of Landlord under such Third Party Contractor’s commercial general liability insurance, (c) be primary and any insurance carried by Landlord shall be excess and non-contributing, and (d) comply with Landlord’s minimum insurance requirements.

  • Third Party Use You may allow your agents, contractors and outsourcing service providers (each a “Permitted Third Party”) to use the Product(s) licensed to you hereunder solely for your benefit in accordance with the terms of this XXXX and you are responsible for any such Permitted Third Party’s compliance with this XXXX in such use. Any breach by any Permitted Third Party of the terms of this XXXX will be considered your breach.

  • Third Party Request Should a Third Party, including, but not limited to law enforcement, former employees of the LEA, current employees of the LEA, and government entities, contact Provider with a request for data held by the Provider pursuant to the Services, the Provider shall redirect the Third Party to request the data directly from the LEA and shall cooperate with the LEA to collect the required information. Provider shall notify the LEA in advance of a compelled disclosure to a Third Party, unless legally prohibited. The Provider will not use, disclose, compile, transfer, sell the Student Data and/or any portion thereof to any third party or other entity or allow any other third party or other entity to use, disclose, compile, transfer or sell the Student Data and/or any portion thereof, without the express written consent of the LEA or without a court order or lawfully issued subpoena. Student Data shall not constitute that information that has been anonymized or de-identified, or anonymous usage data regarding a student’s use of Provider’s services.

  • Third Party Royalties Each party shall be responsible for all of its own costs of commercializing Products or licensing Intellectual Property Rights, including any payments to Third Parties for work done by such Third Parties or for licenses necessary for the manufacture, sale, or use of Products by a party or its Affiliates or sublicensees.

  • Third Party Products and Services Through its Product(s), Palo Alto Networks may make available to you third-party products or services (“third-party apps”) which contain features designed to interoperate with our Products. To use such features, you must either obtain access to such third-party apps from their respective providers or permit Palo Alto Networks to obtain access on your behalf. All third-party apps are optional and if you choose to utilize such third-party apps:

  • Third Party Providers Except for those terms and conditions that specifically apply to Third Party Providers, under no circumstances shall any other person be considered a third party beneficiary of this Agreement or otherwise entitled to any rights or remedies under this Agreement. Except as may be provided in Third Party Agreements, Company shall have no rights or remedies against Third Party Providers, Third Party Providers shall have no liability of any nature to the Company, and the aggregate cumulative liability of all Third Party Providers to the Company shall be $1.

  • Third Party Reliance Each Grantor hereby consents and agrees that all issuers of or obligors in respect of any Collateral, and all securities intermediaries, warehousemen, bailees, public officials and other Persons having any interest in, possession of, control over or right, privilege, duty or discretion in respect of, any Collateral shall be entitled to accept the provisions hereof and of the Security Joinder Agreements as conclusive evidence of the right of the Administrative Agent, on behalf of the Secured Parties, to exercise its rights hereunder or thereunder with respect to the Collateral, notwithstanding any other notice or direction to the contrary heretofore or hereafter given by any Grantor or any other Person to any of such Persons.

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