Existing Distributor definition
Examples of Existing Distributor in a sentence
Inventories of Reagents - on the basis of final cost paid by the Existing Distributor for the reagents ("Landed Cost Basis").
In addition, to the extent permitted by Applicable Law and the terms of any applicable Existing Distributor Agreements, Iridex shall use commercially reasonable efforts to take, or cause its existing distributors for the Products in Japan to take, appropriate measures in respect of any changes to any MAA, MAA Approval and/or Registration Materials to the extent required to market Products in Japan in accordance with this Agreement.
Distributor shall maintain on site staff support personnel sufficiently knowledgeable with respect to the Software to answer Existing Distributor, Wholly Owned Company, Reseller, End User and other customer questions regarding the use and operation of Software.
Effective as of the applicable Commencement Date with respect to each Transition Territory, AB shall replace the Existing Distributor as the sole and exclusive distributor of any and all CBA Products in such Transition Territory.
Iridex confirms to Topcon that, as of the Effective Date, (i) Iridex is a party to the Existing Distributor Agreements, pursuant to which Iridex has granted Third Parties rights to Distribute certain Products in certain countries in the Territory and (ii) each of the Existing Distributor Agreement is in full force and effect.
For clarity, Iridex may continue to sell Products (including, subject to Section 2.5.5 and the MSA, TMLS PASCAL) to Third Parties under any Existing Distributor Agreements until such time that the exclusive appointment and right granted in Section 2.1 has been effectuated with respect to the applicable country or region, solely to the extent such sales are permitted under the relevant Existing Distributor Agreement.
Nothing herein shall require AB to indemnify, protect, defend or hold harmless any indemnitee with respect to any claim to the extent such claim arises from, is connected with or is attributable to CBA’s breach of its obligations under this Agreement or the actions of the Existing Distributor or any of its designees.
CBA shall use commercially reasonable efforts to enforce against the Existing Distributor the requirements set forth in clause (ii) above, but (A) in no event shall CBA be required to commence any legal action against the Existing Distributor and (B) CBA shall not be deemed to have breached any of its obligations under this Agreement if the Existing Distributor fails to comply with such requirements, notwithstanding CBA’s exercise of such commercially reasonable efforts.
If the Existing Distributor agrees to surrender or terminate its distribution rights with respect to the CBA Products in any Existing Territory specified by AB, CBA shall promptly notify AB thereof, including the proposed terms and conditions of such surrender or termination.
From and after the date hereof, CBA shall not amend or modify the Existing International Distribution Agreement or otherwise enter into any agreement or arrangement with the Existing Distributor to expand or supplement the Existing Distributor’s distribution rights in any manner (including with respect to any territory that is not an Existing Territory).