Unauthorized Sales by Seller Sample Clauses

Unauthorized Sales by Seller. Seller (a) shall, and shall cause its Affiliates, licensees, Sublicensees and distributors to, distribute, market, promote, offer for sale and sell the Product or any Other Product (except to the extent Seller is not prohibited from Exploiting such Other Product in the Buyer Territory pursuant to the Asset Purchase Agreement) only in the Seller Territory, and (b) shall not, and shall not permit its Affiliates, licensees, Sublicensees or distributors to, distribute, market, promote, offer for sale or sell the Product or any Other Product directly or indirectly (i) to any Person in the Buyer Territory (except with respect to any Other Product, to the extent Seller is not prohibited from Exploiting such Other Product in the Buyer Territory pursuant to the Asset Purchase Agreement) or (ii) to any Person inside the Seller Territory that is reasonably likely to directly or indirectly distribute, market, promote, offer for sale or sell the Product or any Other Product (except to the extent Seller is not prohibited from Exploiting such Other Product in the Buyer Territory pursuant to the Asset Purchase Agreement) in the Buyer Territory or assist another Person to do so. If Seller or any of its Affiliates receives or becomes aware of the receipt by a licensee, Sublicensee or distributor of any orders for the Product for the Buyer Territory, Seller shall refer such orders to Buyer. Seller shall cause its Affiliates, licensees, Sublicensees and distributors to notify Seller of any receipt of any orders for the Product in the Buyer Territory.
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Related to Unauthorized Sales by Seller

  • Unauthorized Transactions You are not responsible for unauthorized Transactions. A Transaction is considered an “unauthorized Transaction” if we complete an investigation and determine that: • The Account was used by someone other than you; • You did not receive any benefit from the Transaction; • You co-operated fully with us in our investigation; and • You followed your responsibilities under this Agreement, including in these sections:

  • Unauthorized Settlements To indemnify the Indemnitee hereunder for any amounts paid in settlement of a proceeding unless the Company consents in advance in writing to such settlement, which consent shall not be unreasonably withheld; or

  • Liability for Unauthorized Transactions Protection from Unauthorized Transactions To protect yourself from unauthorized activity in your PayPal account, you should regularly log into your PayPal account and review your PayPal account statement. PayPal will notify you of each transaction by sending an email to your primary email address on file. You should review these transaction notifications to ensure that each transaction was authorized and accurately completed. PayPal will protect you from unauthorized activity in your PayPal account. When this protection applies, PayPal will cover you for the full amount of the unauthorized activity as long as you cooperate with us and follow the procedures described below. What is an Unauthorized Transaction An "Unauthorized Transaction" occurs when a payment is sent from your PayPal account that you did not authorize and that did not benefit you. For example, if someone steals your password, uses the password to access your PayPal account, and sends a payment from your PayPal account, an Unauthorized Transaction has occurred. What is not considered an Unauthorized Transaction The following are NOT considered Unauthorized Transactions: • If you give someone access to your PayPal account (by giving them your login information) and they use your PayPal account without your knowledge or permission. You are responsible for transactions made in this situation. • Invalidation and reversal of a payment as a result of the actions described under Refunds, Reversals and Chargebacks. Reporting an Unauthorized Transaction You should contact PayPal customer service immediately if you believe: • there has been an Unauthorized Transaction sent from your account; • there has been unauthorized access to your account; • your PayPal login information has been lost or stolen; or • any device you have used to access your PayPal account has been lost, stolen or deactivated. You must give us all the available information relating to circumstances of any Unauthorized Transactions, and/or misappropriated or unauthorized use of your account, and take all reasonable steps requested to assist PayPal in its investigation. If you notify us of an Unauthorized Transaction within sixty (60) days of the transaction and we are satisfied that it was an Unauthorized Transaction, you will be eligible for 100% protection for the Unauthorized Transaction. Error Resolution What is an Error

  • UNAUTHORIZED TRANSFERS To report a lost or stolen Card, PIN, Access Code or any combination thereof, You will call Us at the telephone number shown in this Agreement. You may also report the loss of a Card, PIN, Access Code or any combination thereof, by writing to Us at the address shown in this Agreement. You should also call the number or write to the address listed above if You believe a transfer has been made using the information from Your check without Your permission.

  • Acquisition of Shares by Third Party Other than an affiliate of Sound Point Acquisition Sponsor I, LLC (the “Sponsor”), any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors and such acquisition would not constitute a Change in Control under part (iii) of this definition;

  • Loans by Third Parties The Partnership may incur Debt, or enter into similar credit, guarantee, financing or refinancing arrangements for any purpose (including in connection with any acquisition of property) with any Person upon such terms as the General Partner determines appropriate.

  • Your Liability for Unauthorized Transfers Immediately following your discovery of an unauthorized Payment Instruction, you shall communicate with customer care for the Service in the manner set forth in Section 6 of the General Terms above. You acknowledge and agree that time is of the essence in such situations. If you tell us within two (2) Business Days after you discover your password or other means to access your account through which you access the Service has been lost or stolen, your liability is no more than $50.00 should someone access your account without your permission. If you do not tell us within two (2) Business Days after you learn of such loss or theft, and we can prove that we could have prevented the unauthorized use of your password or other means to access your account if you had told us, you could be liable for as much as $500.00. If your monthly financial institution statement contains payments that you did not authorize, you must tell us at once. If you do not tell us within sixty (60) days after the statement was sent to you, you may lose any amount transferred without your authorization after the sixty (60) days if we can prove that we could have stopped someone from taking the money had you told us in time. If a good reason (such as a long trip or a hospital stay) prevented you from telling us, we will extend the time periods specified above to a reasonable period.

  • Circumvention of TIPS Sales When a public entity initiates a purchase with Vendor, if the Member inquires verbally or in writing whether Vendor holds a TIPS Contract, it is the duty of the Vendor to verify whether the Member is seeking a TIPS purchase. Any request for quote, customer communication, or customer purchase initiated through or referencing a TIPS Contract shall be completed through TIPS pursuant to this Agreement. Any encouragement or participation by Vendor in circumventing a TIPS sale being completed may result in immediate termination of Vendor’s TIPS Contract(s) for cause as well as preclusion from future TIPS opportunities at TIPS sole discretion.

  • Unauthorized Use or Disclosure The Contractor shall notify COMMERCE within five (5) working days of any unauthorized use or disclosure of any confidential information, and shall take necessary steps to mitigate the harmful effects of such use or disclosure.

  • LIABILITY FOR UNAUTHORIZED USE-LOST/STOLEN CARD NOTIFICATION You agree to notify Credit Union immediately, orally or in writing at Florida Credit Union, X.X. Xxx 0000, Xxxxxxxxxxx, XX 00000 or telephone (000) 000-0000 twenty four

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