Transition Distribution Activities definition

Transition Distribution Activities means on a on a Country-by-Country and Supported Product-by-Supported Product basis, Parent or Service Provider Party, as applicable, processing Customer orders for the Supported Products via Parent’s order intake system, shipping and distributing such ordered Supported Products to Customers, in each case solely to the extent as specified in the Transition Distribution Activities Schedules or to the extent included within the definition of “Transition Distribution Activities” in the Ivory TDSA.
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Transition Distribution Activities means all activities related to the Company’s or any Subsidiary of the Company’s (if applicable) shipment and sale of Products to Customers in the Country(ies) during the Term in a manner consistent with the appointment set forth in Section 2.1 and the manner in which the Company and, as applicable, the Company’s Subsidiaries shipped and sold Products for the SpinCo Business in the Country(ies) to Customers (or similarly situated Customers, in the case of Persons that become Customers after the Closing Date pursuant to Section 2.5(a)) in the twelve (12) months prior to the Closing Date. For the avoidance of doubt, the shipment and sale of Products to Customers are provided as a package offering to Parent and SpinCo under this Agreement and may not be severed for any purpose (e.g., in order to reduce the amount of the Company Compensation).
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Transition Distribution Activities means on a on a Country-by-Country and Supported Product-by-Supported Product basis, Parent or Service Provider Party, as applicable, processing Customer orders for the Supported Products via Parent’s order intake system, shipping and distributing such ordered Supported Products to Customers, in each case solely to the extent as Confidential Treatment Requested by 3M Health Care Company Pursuant to 17 C.F.R. Section 200.83 specified in the Transition Distribution Activities Schedules or to the extent included within the definition of “Transition Distribution Activities” in the Ivory TDSA.
Sample 1

Examples of Transition Distribution Activities in a sentence

  • If the increased volumes, quantities or levels of the services provided with respect to the Transition Distribution Activities during the Term result in a material increase in costs or expenses (beyond those expenses included in the Contract Price associated with the provision of such Transition Distribution Activity), each of Parent and SpinCo shall negotiate in good faith an amendment to this Agreement to account for such cost or expense increases.

  • The Transition Distribution Activities shall be provided by Parent in accordance with, and subject to, Parent’s and any other applicable Service Provider Party’s policies and procedures that are applicable at the time the Transition Distribution Activities are provided.

  • In no event, shall Parent be required to consider any request to provide any Transition Distribution Activities with respect to any additional product within sixty (60) days prior to the expiration of the applicable Distribution Activity Term.

  • Upon the written request of SpinCo to add one or more countries to this Agreement, Parent may elect, in its sole discretion to provide Transition Distribution Activities in such countries.

  • SpinCo may request that Parent perform Transition Distribution Activities to Persons in the Country(ies) in addition to Customers, provided, that, any such additional Person is located in a Country then currently served by Parent under this Agreement or in a country added to this Agreement pursuant to Section 3.9(b).

  • Nothing in this Agreement shall require or be interpreted in a manner that would hold Parent or its Subsidiaries to a higher degree of care, skill or diligence in providing Transition Distribution Activities hereunder than the degree of care, skill or diligence set out in the preceding sentence.

  • SpinCo acknowledges and agrees that the Transition Distribution Activities are provided solely for the use and benefit of SpinCo and its Affiliates, and solely in support of the operation of the SpinCo Business and transition of the SpinCo Business to SpinCo during the Term, and promoting the orderly transition of Customers to SpinCo’s sales channels for Supported Products following the Distribution Date, and minimizing disruption to such Customers.

  • Parent shall provide the Transition Distribution Activities as an independent contractor.

  • Parent acknowledges and agrees, on behalf of itself and its Subsidiaries that the Supported Products may not be used other than in the provision of the Transition Distribution Activities or otherwise be sold, provided, or made available to Third Parties other than Customers on behalf of the SpinCo Business and agrees to direct any Third Party Provider acting as Service Provider Party to comply with these restrictions as well.

  • Parent will not unreasonably withhold its consent to SpinCo’s written request for such additional product which meets the criteria set forth in clauses (A) and (B) above, provided, that, the Transition Distribution Activities with respect to the requested additional product do not to exceed the then-current Distribution Activity Term applicable in the relevant Country (including any extensions thereto).

Related to Transition Distribution Activities

  • Main Distribution Frame (MDF) is termination frame for outside facility and inter-exchange office equipment at the central office for DS-0 and DSL services.

  • Companion Distribution Account shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement.

  • Development Activities means those activities which are normally undertaken for the development, construction, rehabilitation or conversion of buildings for residential purposes, including the acquisition of property;

  • Basic generation service transition costs means the amount by

  • Pre-Distribution Period means any Tax Period ending on or before the Distribution Date, and, in the case of any Straddle Period, the portion of such Straddle Period ending on the Distribution Date.

  • Liquidation Distribution has the meaning specified in Section 9.4(d).

  • Main Distribution Frame (MDF means the termination frame for outside facility and inter-exchange office equipment at the CO.

  • Transition means: 1) the formal and physical process of transferring from school to school or 2) the period of time in which a student moves from one school in the sending state to another school in the receiving state.

  • Transition Period means the period beginning with the Registration Date and ending as of the earlier of: (i) the date of the first annual meeting of stockholders of the Company at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the Registration Date occurs; and (ii) the expiration of the “reliance period” under Treasury Regulation Section 1.162-27(f)(2).

  • Contract Transition Period means the 90 day transition as defined in Section F of this Contract.

  • transitional period means the period of time beginning on the

  • Commercialization or “Commercialize” means any and all activities undertaken at any time for a particular Licensed Product and that relate to the manufacturing, marketing, promoting, distributing, importing or exporting for sale, offering for sale, and selling of the Licensed Product, and interacting with Regulatory Authorities regarding the foregoing.

  • Distribution facilities means electric facilities located in Delaware that are owned by a public utility that operate at voltages of 34,500 volts or below and that are used to deliver electricity to Retail Electric Customers, up through and including the point of physical connection with electric facilities owned by the Retail Electric Customer.

  • Collaborative agreement means a voluntary, written, or electronic arrangement between one

  • Transitional Services means services involving technical or specialized knowledge required to complete a project or to provide temporary consulting services to the City.

  • Transition Services means a coordinated set of activities for a child with a disability that:

  • Distribution Business means the business of operating and maintaining a distribution system for supplying electricity in the area of supply of the Distribution Licensee;

  • Transitional Services Agreement means the transitional services agreement in the Agreed Terms to be entered into between the Seller Parent and the Buyer;

  • Post-Distribution Period means any Tax Period beginning after the Distribution Date, and, in the case of any Straddle Period, the portion of such Straddle Period beginning the day after the Distribution Date.