Unauthorized Sales. If Licensee at any time should sell any Licensed Goods and Services to any unauthorized customer then, without limitation of any and all rights and remedies which Licensor may have arising from such breach, Licensee shall pay to Licensor, as liquidated damages, and not as a penalty, three times (3X) the Royalty otherwise applicable to the sale of such Licensed Goods and Services, and such liquidated damages shall not be applied towards satisfaction of any minimum thresholds and/or minimum payments under this Agreement. The parties hereby agree that this liquidated damage provision is reasonable in light of the anticipated or actual harm caused by a breach of this paragraph, the difficulties of proof of loss and the inconvenience or infeasibility of otherwise obtaining an adequate remedy.
Unauthorized Sales. If this Agreement has not been terminated in its entirety, if either Party has the right to Exploit Products in one or more countries, to the extent permitted by Applicable Law, such Party: (a) shall not, and shall not permit its Affiliates and shall use reasonable endeavors to not permit sublicensees or distributors to, distribute, market, promote, offer for sale or sell Products directly or indirectly (other than pursuant to the rights granted pursuant to Section 9.6.1(a)) (i) to any Person outside such countries or (ii) to any Person inside such countries if such Party or its Affiliates, sublicensees or distributors, as applicable, is aware that such Person (A) is reasonably likely to directly or indirectly distribute, market, promote, offer for sale or sell Products outside such countries (and into one or more countries with respect to which the other Party has the right to Commercialize Products) or assist another Person to do so, or (B) has a demonstrated pattern of directly or indirectly distributing, marketing, promoting, offering for sale or selling Products outside such countries (and into one or more countries with respect to which the other Party has the right to Commercialize the Products) or assisting one or more other Third Parties to do so.
Unauthorized Sales. Dealer shall not be entitled to any Compensation or other amounts including but not limited to equipment rebates in connection with the Sale of Service to a Customer (a) whom Dealer has permitted to purchase a Service Plan which is not authorized by Ameritech for that Customer, or (b) whom Dealer has permitted to activate lines in excess of those authorized by Ameritech for a Customer. Ameritech shall have the right to charge back Dealer in the amount of any Compensation or other amounts including but not limited to equipment rebates advanced to Dealer in connection with any Sales described in this Section.
Unauthorized Sales. 4. Licensee/Tenant covenants that it will use the space occupied by the Concession only for the purpose expressly authorized in this Agreement, and will render only those services and sell only such merchandise in the Concession as expressly authorized by this Agreement.
Unauthorized Sales. Licensee with respect to the Licensee Territory, and GPC Biotech with respect to the GPC Biotech Territory (a) shall, and shall cause its Affiliates, sublicensees and distributors to, distribute, market, promote, offer for sale and sell the Licensed Product only in its respective part of the Territory, and (b) shall not, and shall not permit its Affiliates, sublicensees or distributors to, distribute, market, promote, offer for sale or sell the Licensed Product directly or indirectly (i) to any Person outside its part of the Territory or (ii) to any Person inside its part of the Territory that (1) is reasonably likely to directly or indirectly distribute, market, promote, offer for sale or sell the Licensed Product outside its part of the Territory or assist another Person to do so or (2) has directly or indirectly distributed, marketed, promoted, offered for sale or sold the Licensed Product outside its part of the Territory or assisted another Person to do so. If Licensee, its Affiliates or any Sublicensees or Distributors receives any orders for the Licensed Product for the GPC Biotech Territory, such Person shall refer such orders to GPC Biotech. If GPC Biotech, its Affiliates or any sublicensees or distributors receives any orders for the Licensed Product for the Licensee Territory, such Person shall refer such orders to Licensee. Notwithstanding the foregoing, if any part of the European Union becomes part of the GPC Biotech Territory during the term of this Agreement, the foregoing obligations of this Section 3.8 shall not apply in relation to such territory and shall be replaced by the following: Licensee shall not actively solicit orders from customers based in such territory unless the rights to such territory are no longer held exclusively by GPC Biotech or one of its licensees. For the purposes of the preceding sentence, “actively solicit” includes, but is not limited to, the use of direct mail, calling on customers, placing advertisements or making other promotions specifically targeted at customers in such territory, or establishing warehouses or distribution outlets in such territory.
Unauthorized Sales. Supplier agrees that it is not engaging, and shall not engage, during the term of the Contract (including any renewal period or period of Transition Assistance), in activities that conflict with the interests of VITA (for example, by attempting to sell services to individual public bodies, locations or business units outside the Contract or not in compliance with the processes set forth in the Contract). Should a potential conflict arise, the Supplier shall promptly notify VITA, rectify such conflict, fully compensate VITA for any volume credits or rebates to which it would have been entitled should the conflict not have occurred, reimburse VITA for all revenue not collected from the public body by VITA as a result of such conflict, and take steps to prevent its recurrence. In the example given above, the Supplier’s correction would take the form of bringing all services under the Contract and refunding any charges paid by the public body in excess of those contained in the Contract; as well as providing VITA with credits in the amount of any service charges VITA would otherwise have collected from the public body, and any credits and rebates that would otherwise have been given to VITA by Supplier had the unauthorized sale(s) not occurred.
Unauthorized Sales. In the event that EXEL acquires the rights with respect to a Returned Licensed Product in some, but not all, countries in the Territory, each Party shall use commercially reasonable efforts, consistent with applicable laws, to assist the other Party in maintaining such other Party’s exclusive rights with respect to such Licensed Product or Returned Licensed Product, as the case may be, within the countries in its respective territory. Each Party shall also take all reasonable actions, and shall use all commercially reasonable efforts to require its Affiliates, Sublicensees and distributors to take all reasonable actions, not to solicit or facilitate sales of such Licensed Product or Returned Licensed Product, as the case may be, outside the countries in its respective territory, unless permitted in writing by the other Party. In addition, each Party shall notify the other Party immediately if it becomes aware of any such sales.
Unauthorized Sales. Idenix or its Affiliates (including Novartis) shall take legally and commercially reasonable steps to prevent the unauthorized manufacture or sale of LdT-containing products that infringe one or more of the five patents involved in the Lawsuit or a foreign counterpart thereof when such manufacture and sale substantially compete with sales by Idenix or Novartis or an Affiliate or licensee of Idenix or Novartis in a Major Market. Should UAB, UABRF or Emory become aware of such unauthorized manufacture or sale, then such Party shall promptly notify Idenix and provide all relevant facts concerning such infringement known to it. In the event that Idenix recovers damages for past infringement or receives payment in settlement of such dispute, then, after deducting the reasonable costs of litigation and settlement negotiations, Idenix shall pay to UABRF the lesser of one-half of the net payment received or a portion of the net payment received equivalent to the payment that UABRF would have received pursuant to Section 2.B above, had the unauthorized manufacturer or seller been an authorized manufacturer or seller. Idenix shall have sole control over any such litigation and settlement and shall have the sole discretion to settle any dispute, except that it cannot settle any dispute that admits fault or liability by UAB, UABRF or Emory or which requires the payment of money by UAB, UABRF or Emory without their consent.
Unauthorized Sales. 8. (a) The Wal-Mart retail store space occupied by Tax Depot shall be used only for the provision of tax return preparation, accounting and related services and for no other business.
Unauthorized Sales. 5.16.1 Following the Closing Date, subject to Section 5.17, Buyer (a) shall cause its Affiliates to, and shall contractually require its licensees, sublicensees and distributors to, distribute, market, promote, offer for sale and sell the Products only in the Territory, and (b) shall not and shall cause its Affiliates not to distribute, market, promote, offer for sale or sell, and shall contractually prohibit its licensees, sublicensees or distributors from, distributing, marketing, promoting, offering for sale or selling, the Product directly or indirectly to any Person outside of the Territory. Buyer shall use commercially reasonable efforts to enforce its contractual rights in the event of any breach of any such contractual requirement or prohibition.
