Manner and Scope Sample Clauses

Manner and Scope. LICENSEE shall use its best efforts to exploit the rights granted hereunder throughout the Territory, including, without limitation, selling commercial quantities of the Products on a timely basis and maintaining a sales force sufficient to provide effective distribution of the Products throughout the Territory, and shall cooperate with GUESS's anti-diversion and anti-counterfeiting programs. LICENSEE shall establish and maintain throughout the Initial and any Renewal Term a dedicated, exclusive brand manager and a dedicated non-exclusive sales staff for the Products in sufficient number to ensure effective sales of the Products throughout the Territory. All of LICENSEE's activities in connection with the design, merchandising, packaging, promotion, sales and display of any products other than the Products shall be separate and distinct from LICENSEE's activities relating to the Products.
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Manner and Scope. OF SERVICES is hereby amended to revise the following subsection, as follows: Phase Two (Work contingent on approval of Phase One): • Develop a detailed feasibility study, or Business Case, for the proposed LACC Project comparing the Traditional and DBFOM project financing and delivery approaches. • As part of the Business Case, perform a comprehensive technical analysis of the existing LACC and the architectural design schemes developed by the subcontracted architecture firm (see below). Components of the technical analysis include: (a) evaluation of the existing structural, mechanical, electrical, etc. facility conditions of the LACC; (b) construction and lifecycle cost estimation of 3 design schemes; (c) construction schedule estimates; (d) research and create a database of actual construction costs, and schedule performance of public-sector social infrastructure projects within Southern California, and produce findings on cost overruns and schedule delays; and (e) create an animated 3D model of construction phasing of the chosen LACC development scheme, • As part of the Business Case, perform a real estate market analysis of downtown Los Angeles to estimate future demand for office, retail, and hotel space and perform prototypical residual land value analyses on the real estate development uses that could be incorporated in the LACC campus. • As part of the Business Case, perform a detailed financial analysis, including building a pro forma financial model, of the development alternatives taking in as inputs the results of the technical and real estate analysis. • Develop the process and structure for implementing the P3 or other alternative funding and delivery method which may include assisting in the development of the RFQ and/or RFP for the LACC project. • Assist the City in ongoing discussions and open dialogue with potential proposers to ensure all stakeholder input is considered. • Provide analysis and evaluation of responses submitted. • Subcontract with Heilmuth, Xxxxx & Kassabaum Inc. (HOK) to provide architecture and design services for the proposed LACC project. • Provide a written report with recommendations which includes various options for implementation. • Assist City staff with briefings and presentations to the Mayor and Council and other stakeholders.
Sample 1
Manner and Scope. The manner and scope of the distribution of the Licensed Products, their availability, variety, fabrication, colors and sizes are critical to the promotion of the Licensed Products and to the protection of the Trademarks, the Rights and their associated goodwill. LICENSEE shall use commercially reasonable efforts to exploit the rights granted hereunder throughout the Territory.
Sample 1
Manner and Scope. TTS AAS shall maintain resources adequate to meet anticipated commercial demand for the Licensed Products. TTS AAS agrees to faithfully, diligently and continuously use and exert its best efforts to distribute, promote, advertise, market and sell the Licensed Products in the Territory. As a condition to the License, TTS AAS shall at all times during the Term actively and diligently present, position, promote, advertise and display the Licensed Products in a manner that is at least as favorable as the presentation, positioning, promotion and display utilized for similar high quality products for an artist of DeLonge’s stature in the Territory.
Sample 1
Manner and Scope. 8 7.2 CUSTOMER APPROVAL. . . . . . . . . . . . . . . . . . . . . 9 7.3 TRADE DISCOUNT TO GUESS. . . . . . . . . . . . . . . . . . 9 7.4
Sample 1
Manner and Scope. The manner and scope of the distribution of Products, their availability, variety, fabrication, colors and sizes are critical to the promotion of the Products and to the protection of the Trademarks, the IP Rights and their associated goodwill. LICENSEE shall use commercially reasonable efforts to exploit the rights granted hereunder throughout the Territory, including, without limitation, selling commercial quantities of the Products on a timely basis and maintaining a sales force sufficient to provide effective distribution of the Products throughout the Territory, and shall cooperate with GUESS's and GUESS's other licensees' marketing, sales, anti-diversion and anti-counterfeiting programs.
Sample 1

Related to Manner and Scope

  • Purpose and Scope (a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation)1 for the transfer of personal data to a third country.

  • Headings and Schedules Headings used herein are not a part of this Agreement and shall not affect the terms hereof. The attached Schedules are a part of this Agreement.

  • Interpretation; Titles and Subtitles This Agreement shall be construed according to its fair language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

  • Descriptive Headings; Interpretation; No Strict Construction The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine, or neuter forms, and the singular form of nouns, pronouns, and verbs shall include the plural and vice versa. The use of the word “including” in this Agreement shall be by way of example rather than by limitation. Reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and, if applicable, hereof. The use of the words “or,” “either,” and “any” shall not be exclusive. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

  • Definitions and Schedules Section 1.01.

  • Exhibits and Schedules The exhibits and schedules attached to this Agreement are incorporated herein and shall be considered a part of this Agreement for the purposes stated herein.

  • Headings, Schedules and Exhibits The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. The Schedules and Exhibits annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

  • Headings and Exhibits The headings herein are for purposes of references only and shall not otherwise affect the meaning or interpretation of any provision hereof. The schedules and exhibits attached hereto and referred to herein shall constitute a part of this Agreement and are incorporated into this Agreement for all purposes.

  • Entire Agreement; Construction This Agreement, including the Exhibits and Schedules, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. In the event of any conflict between this Agreement and the Tax Matters Agreement, the terms and conditions of the Tax Matters Agreement shall govern.

  • ANNEXES, EXHIBITS AND SCHEDULES Annex I List of Commitments Exhibit A Form of Note Exhibit B-1 Form of Initial Funding Disbursement Request Exhibit B-2 Form of Subsequent Funding Request Exhibit B-3 Form of Invoice Disbursement Request Exhibit C Form of Direction Letter Exhibit D Form of Compliance Certificate Exhibit E Form of Legal Opinion of Xxxxxx & Xxxxxx, special counsel to the Borrower Exhibit F-1 Security Instruments Exhibit F-2 Form of Security Agreement Exhibit G Form of Assignment and Assumption Exhibit H Form of Conveyance of Overriding Royalty Interest Exhibit I Form of Warrant Agreement Exhibit J Form of Letter-in-Lieu Exhibit K Development Plan Exhibit L Form of Pledge Agreement Schedule 1.01 AFE Requirements Schedule 1.02 Approved Counterparties Schedule 8.05 Litigation Schedule 8.06 Environmental Matters Schedule 8.13 Insurance Schedule 8.15 Subsidiaries and Partnerships Schedule 8.17 Title to Properties Schedule 8.19 Gas Imbalances Schedule 8.20 Marketing Contracts Schedule 8.21 Swap Agreements Schedule 8.25 Material Agreements Schedule 8.30 Past Due Accounts Payable Schedule 9.02(e) Notice of Certain Events Schedule 9.18(b)(i) 3% Properties Schedule 9.18(b)(ii) 2% Properties Schedule 10.02 Debt Schedule 10.03 Excepted Liens Schedule 10.05 Investments Schedule 10.07 Leases Schedule 10.23 Net Sales Volumes

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