Limitations on Appointment Sample Clauses

Limitations on Appointment. Distributor shall not, and, if permitted under applicable Laws, shall cause each of its Sub-Distributors not to, (i) actively promote, advertise, market, distribute or sell the Product outside the Field or outside the Territory; or (ii) support by its own actions any Third Party in doing any of the foregoing (which support includes, for example and without limitation, providing any written marketing materials, conducting or financing any clinical trials or otherwise providing any consideration in support of same). In addition, once Distributor learns of any conduct by a Sub-Distributor of these prohibited activities, Distributor shall, if permitted under applicable Laws, use commercially reasonable efforts to end all such prohibited activities by such Sub-Distributor within a commercially reasonable time period, which in all events shall be within 6 months of first learning of any such prohibited activities by such Sub-Distributor, and if unable to end all such prohibited activities by such efforts: if permitted under applicable Laws, (a) terminate the appointment of such Sub-Distributor; and (b) stop selling (directly or indirectly through other Sub-Distributors or otherwise) the Product to such Sub-Distributor. If Ampio notifies Distributor in writing of any conduct by a non-Affiliated Sub-Distributor of any such prohibited activities, Distributor shall thereafter confirm in writing to Ampio that Distributor has complied with the immediately preceding sentence with respect to such Sub-Distributor. The Parties agree that if Distributor breaches its obligations under this Section 1.3, Ampio shall have the right, in Ampio’s sole discretion, to either (a) provide written notice to convert Distributor’s appointment pursuant to Section 1.1 from exclusive distributor to non-exclusive distributor and the date of receipt of such notice shall be treated as an Exclusivity Termination Date; or (b) terminate this Agreement pursuant to Section 10.2.
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Limitations on Appointment. The Representative is authorized to solicit applications for those contracts named in the Compensation Schedules attached to this Agreement only while properly licensed by and/or registered with the appropriate governmental agency or authority for that specific type of product. All fees for such licensing shall be borne by the Representative along with any administrative charges associated with such licensing. In no event is the Representative authorized to offer Lincoln National contracts in the state of New York.
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Limitations on Appointment. This contract authorizes the Agent to solicit applications for those contracts or securities offered by the specific companies comprising Lincoln National only while properly licensed by and/or registered with the appropriate governmental agency or authority for that specific type of product or securities. If the Agent is a corporation it is not authorized to solicit applications for Individual Annuities or any subscriptions or applications for any products registered as a security with the Securities and Exchange Commission (SEC). The Agent must have a letter of authorization or authorization card from the appropriate Lincoln National company for the particular type of security offered before soliciting subscriptions or applications for any SEC registered product.
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Limitations on Appointment. CDS's right to distribute Products shall not include the right to market products developed by GEN-PROBE whose main application is intended to be in the physician's office market, over-the-counter market, agricultural market, veterinary market, industrial testing, food testing, or any therapeutic application. CDS's distribution rights also do not include the right to market any products which have been jointly developed with Third Parties.
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Limitations on Appointment. NASD"). The REPRESENTATIVE IS authorized to solicit applications for those contracts named in the compensation schedules attached to this agreement only while properly licensed by and/or registered with the appropriate governmental agency or authority for that specific type of product. All fees for such licensing shall be borne by the REPRESENTATIVE along with any administrative charges associated with such licensing.
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Limitations on Appointment. Without AquaCell's prior written consent, Corbett shall neither xxxxxxx orders for the sale of products outside of the territory, nor engage in the solicitation of orders for the sale of items to customers located within the territory on the following orders generated by:
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Limitations on Appointment. The Representative is authorized to solicit applications for those contracts named in the Compensation Schedules attached to this Agreement, and the Representative agrees to do so. However, he/she/it shall do so only while properly licensed by and/or registered with the appropriate governmental agency or authority for that specific type of product. All fees for such licensing shall be borne by the Representative along with any administrative charges associated with such licensing.
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Limitations on Appointment. Dell grants VAR the non-exclusive right to resell and remarket Products to commercial end-user customers. Dell may appoint other resellers or may itself directly market and sell Dell-branded Products or S&P Products to anyone, including VAR’s customers, without any liability to VAR. For Solution Provider Direct Products, Dell may appoint other resellers to market and sell to anyone, including VAR’s custom ers, without any liability to VAR. Dell will endeavor to not knowingly market Solution Provider Direct Products directly to end-users. For Dell-branded Products, VAR agrees to sell only to end-users disclosed to Dell. VAR also agrees that it may resell the Products to approved end-users only after VAR has added value to the Products through the addition of hardware, software or services. VAR may not use or sell to distributors, third party sales agents or other remarketers to sell the Products without Dell’s prior written approval of each such distributor, third party sales agent or other remarketer. VAR also agrees that Dell may require that VAR m eet certain obligations in order to sell certain Products. VAR agrees that it will incur the cost of meeting such obligations. For end-users who have an existing relationship with Dell (i.e., the end-user has a Dell account team assigned to it; an account listed in Dell’s relationship database; or an account currently listed by Dell as an acquisition account), VAR may resell to them only if the end-user provides a written request to Dell authorizing the VAR to resell to them . VAR MAY NOT RESELL THE PRODUCTS TO STATE AND LOCAL GOVERNMENT, FEDERAL GOVERNMENT, EDUCATION AND/OR HEALTHCARE ENTITIES WITHOUT DELL’S PRIOR XX XXXXX AUTHORIZATION. VAR’S ACCOUNT TEAM AT DELL WILL PROVIDE TO VAR THE CONTACT INFORMATION AND INSTRUCTIONS ON HOW TO APPLY FOR AUTHO RIZATION FOR RESELLING TO TH OSE ENTITIES.
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Limitations on Appointment. Online Reseller expressly acknowledges and agrees that it shall not, during the Term, promote, distribute and/or sell the Products, or any of them, to any Customer in any place other than in the Territory. The Parties acknowledge and agree that the appointment of Online Reseller hereunder is non-exclusive, and that no provision contained in this Agreement shall, during the Term, constrain Company in any manner from commercializing the Products, or any of them, to or on behalf of any third party. Notwithstanding any other provision contained in this Agreement, Online Reseller may not market or solicit orders for the Products, or any of them, except in accordance with this Agreement, and Online Reseller may not market, supply or sell the Products, or any of them, or procure the marketing, supply or resale of the Products, or any of them, except pursuant to the provisions of this Agreement.
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Related to Limitations on Appointment

  • Terms of Appointment Subject to the terms and conditions set forth in this Agreement, the Fund hereby employs and appoints RPS to perform the services and functions described herein in connection with certain Retirement Plan and Retirement Accounts as agreed upon by the parties.

  • Nature of Appointment; Limitation of Duty THE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT IN THIS ARTICLE VI IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE DATE ON WHICH THIS SECURITY AGREEMENT IS TERMINATED IN ACCORDANCE WITH SECTION 7.14. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, NONE OF THE ADMINISTRATIVE AGENT, ANY LENDER, ANY OTHER SECURED PARTY, ANY OF THEIR RESPECTIVE AFFILIATES, OR ANY OF THEIR OR THEIR AFFILIATES’ RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL HAVE ANY DUTY TO EXERCISE ANY RIGHT OR POWER GRANTED HEREUNDER OR OTHERWISE OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO SUCH PARTY’S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION; PROVIDED THAT, IN NO EVENT SHALL THEY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

  • Resignation and Removal; Appointment of Successor (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11.

  • Resignation and Removal; Appointment of Successor Trustee (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice of resignation to the Issuer and by mailing notice thereof by first class mail to Holders of the applicable series of Securities at their last addresses as they shall appear on the Security register. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee at the Issuer’s expense may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 4.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

  • Resignation and Removal of Trustees Each of the Trustee and the Delaware Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Servicer. Upon receiving such notice of resignation, the Servicer shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time the Trustee or the Delaware Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Servicer, or if at any time the Trustee or the Delaware Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of such trustee or of its property shall be appointed, or any public officer shall take charge or control of such trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer may remove such trustee and appoint a successor trustee by written instrument, in triplicate, copies of which instrument shall be delivered to the trustee so removed, the trustee continuing in its capacity and the successor trustee. The Holders of Certificates evidencing Percentage Interests aggregating more than 50% may at any time remove the Trustee or the Delaware Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys in-fact duly authorized, one complete set of which instruments shall be delivered to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. Any resignation or removal of the Trustee or the Delaware Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.07 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.08. Any expenses associated with the resignation of the Trustee or the Delaware Trustee shall be borne by such trustee, and any expenses associated with the removal of the Trustee or the Delaware Trustee shall be borne by the Servicer.

  • CONDITIONS OF APPOINTMENT 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Relevant Notes or the coupons (if any) appertaining to the Relevant Notes (the Coupons).

  • Term of Agreement; Resignation and Removal of Administrator This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate.

  • Terms of Appointment; Duties of the Bank 1.1 Subject to the terms and conditions set forth in this Agreement, the Trust hereby employs and appoints the Bank to act as, and the Bank agrees to act as, its transfer agent for the authorized and issued Shares, and as the Trust’s dividend disbursing agent.

  • 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.

  • Term of Appointment 2.1 The Appointment shall commence on the Commencement Date and shall continue, subject to the remaining terms of this agreement, until terminated by either party giving the other not less than three months’ prior notice in writing.

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