Exclusive Appointment; Requirements Sample Clauses

Exclusive Appointment; Requirements. Section 3.1 of the Original Agreement is hereby deleted in its entirety and replaced with the following:
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Exclusive Appointment; Requirements. As of the Effective Date, Fuji hereby appoints Heska and its Affiliates for the Term as Fuji’s exclusive distributor of Products in the Field in the Territory, and Heska accepts such appointment; provided, however, if Heska fails to purchase at least [***] per Calendar Year in any calendar Year during the Term of this Agreement (unless Heska’s failure to purchase such Analyzers is the result of Fuji’s failure to delivery Product by the delivery date set forth in the applicable Purchase Order), the exclusive distributorship granted in this Section 3.1 shall change to a non-exclusive distributorship upon written notice to Heska within thirty (30) days after expiration of such Calendar Year. Subject to Section 4.6, Fuji shall manufacture and sell to Heska, and, subject to Section 3.2, Heska shall purchase from Fuji, all of Heska’s and its Affiliates’ requirements for marketing, promoting, Selling and distributing Products in the Territory for use in the Field. Except as set fort in Section 3.2, the exclusive distributorship granted in this Section 3.1 is on the condition that Heska or its Affiliates does not purchase from any third Party any Competing Product for marketing, promoting, Selling and distributing for use in the field in the territory, as long as Fuji or its Affiliates is capable of supplying the Products to Heska. As exclusive distributor in the Field in the Territory, Heska shall have the sole and exclusive right to market, promote, Sell and distribute Products in the Territory for use in the Field, which right shall operate to exclude all others, including Fuji, its Affiliates and all Third Parties. In furtherance of this exclusive grant to Heska and its Affiliates, Fuji hereby agrees to use its commercially reasonable efforts to ensure that any Products Sold outside the Field are not directly Sold by Fuji or indirectly Sold by Fuji’s distributors or customers to End Users in the Territory, to the extent permitted under applicable competition laws.
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Related to Exclusive Appointment; Requirements

  • Exclusive Appointment The Company acknowledges that the appointment of the Manager hereunder is an exclusive appointment for the Term. The Company shall not appoint other managers with respect to the Vessels or the Containership business during the Term, except in circumstances in which it is necessary to do so in order to comply with Applicable Laws or as otherwise agreed by the Manager in writing. This Section 2.5 does not prohibit the Company from having its own employees perform the Management Services.

  • Initial Appointments The Company appoints the Trustee as the initial Paying Agent, the initial Registrar and the initial Conversion Agent.

  • Excluded Appointments With respect to the Excluded Appointments, (a) nothing in this Agreement shall give the Purchasers the right to control or defend any Proceeding to which any Seller or any of its Affiliates is a party to the extent such Proceedings have resulted in such Appointment being classified as an Excluded Appointment, and, except as may otherwise be agreed between the parties hereto, the Sellers or their Affiliates shall be responsible for the control, defense and/or settlement any such Proceeding and (b) the Sellers or their Affiliates shall be responsible for the control, defense and/or settlement of any matters that have resulted in such Appointment being treated as an Excluded Appointment because the Seller Representative reasonably determines that such appointment is required to be excluded pursuant to applicable Law. Subject to Section 8.2, the Purchasers shall use reasonable best efforts to take any Specified Actions reasonably requested by the Sellers in connection with the Sellers’ defense of such Proceedings or the settlement thereof; provided that the Sellers shall promptly reimburse the Purchasers for any reasonable, documented out-of-pocket costs and expenses incurred by the Purchasers in connection with taking any such actions.

  • Appointment of Servicer; Acceptance of Appointment Subject to Section 6.05 and Article VII, the Issuer hereby appoints the Servicer, and the Servicer, as an independent contractor, hereby accepts such appointment, to perform the Servicer’s obligations pursuant to this Agreement on behalf of and for the benefit of the Issuer or any assignee thereof in accordance with the terms of this Agreement and applicable law. This appointment and the Servicer’s acceptance thereof may not be revoked except in accordance with the express terms of this Agreement.

  • Scope of Appointment A. Subject to the conditions set forth in this Agreement, the Fund hereby appoints DST as Transfer Agent and Dividend Disbursing Agent.

  • Assignment and Participations Appointment of Agent 9.1 Assignment and Participations -----------------------------

  • Appointment of Asset Manager; Acceptance of Appointment The Series hereby appoints the Asset Manager as asset manager to the Series for the purpose of managing the Series #TICKER Asset. The Asset Manager hereby accepts such appointment.

  • Appointment of and Acceptance by NCPS Issuer and Broker hereby appoint NCPS to serve as Escrow Agent hereunder, and NCPS hereby accepts such appointment in accordance with the terms of this Escrow Agreement.

  • CONDITIONS OF APPOINTMENT (1) The Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:

  • Designation and Appointment The Board may, from time to time, employ and retain Persons as may be necessary or appropriate for the conduct of the Company’s business (subject to the supervision and control of the Board), including employees, agents and other Persons (any of whom may be a Member or Director) who may be designated as Officers of the Company, with titles including but not limited to “chief executive officer,” “president,” “vice president,” “treasurer,” “secretary,” “general counsel” and “chief financial officer,” as and to the extent authorized by the Board. Any number of offices may be held by the same Person. In the Board’s discretion, the Board may choose not to fill any office for any period as it may deem advisable. Officers need not be residents of the State of Delaware or a Member. Any Officers so designated shall have such authority and perform such duties as the Board may, from time to time, delegate to them. The Board may assign titles to particular Officers. Each Officer shall hold office until his successor shall be duly designated and shall have qualified as an Officer or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. The salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Board.

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