Ipanema definition
Examples of Ipanema in a sentence
Utopia shall grant Markdowns and settle other Customer Liabilities of Ipanema in a commercially reasonable manner.
No part of any Customer Payments received by any of such Persons may be reduced due to any counterclaim, setoff, adjustment or other right which Utopia or any other Person may have against Ipanema, SCOA or any other Person.
Notwithstanding the foregoing, each party hereto further understands that all rights and responsibilities with respect to ultimate decision making with respect to the collection management of all Receivables will be retained by Utopia exclusively, subject to the rights of Ipanema and SCOA hereunder in respect of outsourcing/subcontracting and the arbitration of disputes pursuant to Section 5.
As soon as practicable after the date hereof, SCOA will abandon its use of the "Ipanema" trademark in Belgium, The Netherlands and Luxembourg.
Within three (3) business days following the date hereof, Seller shall cause to be filed a certificate of amendment of its articles of incorporation and make such other governmental filings as are required to evidence Seller's discontinuance of use of "Ipanema Shoe Corporation" as its corporate name.
Commencing on the date hereof and during the term of this Agreement, Utopia, at no cost or expense to Ipanema or SCOA (other than as provided in this Agreement), shall provide such collection management and other services as may be commercially reasonable to maximize the collection of Receivables on behalf of Ipanema (individually, a "Service", and collectively, the "Services").
This Agreement shall not be construed as constituting either Utopia on one hand, or SCOA and Ipanema on the other hand, as partners or joint venturers, or as creating any other form of legal association or arrangement which would impose liability on one for the act or omission of the other(s).
This Agreement may not be assigned or otherwise transferred, by any party hereto, whether voluntarily or by operation of law, without the prior written consent of the other parties, provided that such consent shall not be required if: (i) the rights of Utopia hereunder are encumbered by and/or assigned to a financial institution which is providing financing to Utopia; or (ii) the right and obligations of Ipanema hereunder are assigned to SCOA.
Subject to the terms and conditions set forth in this Agreement, Ipanema hereby retains and appoints Utopia as its exclusive agent for the purpose of managing the process of collecting amounts payable to Ipanema in respect of any and all Receivables.
Upon termination of this Agreement, or upon expiration of the term hereof: (i) Ipanema shall deliver to Utopia by wire transfer an amount equal to 30% of the outstanding balance of the Lock Box on the date of termination or expiry of this Agreement; and (ii) Utopia shall retain all books and records, or copies thereof, pertaining to the disposition of the Receivables used or generated in the course of the provision of Services hereunder.