Guardex definition

Guardex trademarks and any and all customer goodwill relating to same (the "Trademarks") and all other proprietary rights with respect to Products, including without limitation, patents, trademarks, copyrights and technology (collectively, the "Intellectual Property") shall inure to the benefit of, and shall be solely vested in Seller (or, in the case of the "Chloryte" trademark, to Saskatoon Chemicals, Ltd., the owner thereof). Buyer acknowledges and agrees that Seller owns the Intellectual Property and any registrations or registration applications therefor. Buyer shall not at any time file any application for patents or trademarks with the United States Patent and Trademark Office, or with any other governmental entity for any Intellectual Property or the Chloryte trademark. As between Buyer and Seller, Seller shall have the sole right to determine whether or not any action shall be taken on account of any such infringement, misappropriation or imitation of the Intellectual Property or the Chloryte trademark. Buyer shall not institute any suit or take any action on account of any such infringement, misappropriation or imitation without first obtaining the written consent of Seller to do so. Buyer agrees that it is not entitled to share in any proceeds received by Seller (by settlement or otherwise) in connection with any formal or informal action brought by Seller or other entity.
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Guardex or "Chloryte" brand products (collectively, "Omni Products") to other customers of Seller shall be deemed a sale of any Product sold in the same form and having substantially the same chemical composition as such Omni Product ("Equivalent Product") at the price charged to such customer for purposes of determining (i) whether such customer qualifies as a Qualified Purchaser and (ii) the * * * Price to Buyer of such Equivalent Product, if the customer purchasing such Omni Products qualifies as a Qualified Purchaser. Omni Products shall not, however, be deemed Products hereunder, and the terms of this subsection 3.1
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Examples of Guardex in a sentence

  • Prior to the Initial Premises Commencement Date, Sublandlord and Subtenant shall cooperate to install a separate sub-meter (such as an Emon Dmon) for electricity on the fourth (4th) floor of the Premises and, following the Initial Premises Commencement Date and prior to the Expansion Premises Commencement Date, each of Sublandlord and Subtenant shall pay the portion of electricity charges included in Operating Expenses (based on the electricity sub-meter) for its respective floor or floors.

  • Buyer shall not, however, be responsible for reshipment outside the Omni or Guardex Permitted Areas by customers of Buyer located within such Omni or Guardex Permitted Areas.

  • As a condition to the continuation of the limited territorial exclusivity rights granted in subsection (a) with respect to the Guardex Territory, Buyer must purchase from Seller during each Calendar Year while this Agreement is in effect Guardex Products for delivery into the Guardex Territory with an aggregate value equal to or greater than the dollar amount listed with respect to the Guardex Territory on Exhibit 1.6 (hereinafter referred to as the "Guardex Minimum Purchase Requirement").

  • Subject to the terms and conditions of this ---------------- Agreement, Seller hereby grants to Buyer the right (i) to purchase Omni and Chloryte Products for resale within the Omni Permitted Area and (ii) to purchase Guardex Products for resale within the Guardex Permitted Area.

  • If Buyer is unable to purchase, or if Seller is unable to supply, any Omni or Guardex Products ordered by Buyer in good faith due to an event of Force Majeure, the respective Omni or Guardex Minimum Purchase Requirements for the affected Calendar Year(s) shall be reduced by an amount equal to the Omni or Guardex Products that Buyer was unable to purchase or Seller was unable to supply as a result of such event of Force Majeure.

  • The term "Guardex Products" shall mean any Products ---------------- bearing the "Guardex" trademark.

  • The term "Guardex Territory" shall refer to the ----------------- geographic area described in Exhibit 1.6.

  • The term "Products" shall mean the swimming pool chemical -------- products manufactured or sold by Seller at any time while this Agreement is in effect under the "Omni", "Guardex" or "Chloryte" trademarks.

  • For purposes of this subsection (a), a sale of Products in which Seller delivers or arranges delivery to any location within an Omni or Guardex Territory, as the case may be, will be deemed a sale of such Products to a party within such Omni or Guardex Territory, regardless of the location of the purchaser's principal offices or billing address.

  • Seller shall not, however, be responsible for reshipment into an Omni or Guardex Territory by customers of Seller located outside such Omni or Guardex Territory.