Marketing Distributor Sample Clauses

Marketing Distributor. JT and CG may exercise their respective rights under Sections 8.1 and 8.2 and 8.3 above through one or more Marketing Distributors (subject to Section 13.3); provided that neither JT nor CG may authorize any such Marketing Distributor to market or distribute Collaboration Products through further (i.e., indirect) Marketing Distributors.
Sample 1
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Marketing Distributor. It is understood and agreed that Sections 7.4, 8.7 and 8.8 shall not apply to activities undertaken by a permitted Marketing Distributor of JT or CG. In addition, the provisions of Section 19.3.4 shall not apply to the activities undertaken by a permitted Marketing Distributor of JT or CG (the "Licensing Party"), provided that such Marketing Distributor had annual revenues of at least [*] in its last full fiscal year prior to the date the Licensing Party entered into the Marketing Agreement with such Marketing Distributor, and the Marketing Distributor agrees in writing to indemnify the other party hereto and its Affiliates and each of the directors, officers, and employees of the other party and such Affiliates and the successors and assigns of any of the foregoing (for purposes of this Section 8.9 each, an "Indemnified Party"), and hold each Indemnified Party harmless from and against any and all liabilities, damages, settlements, claims, actions, suits, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other expenses of litigation) incurred by any Indemnified Party as a result of any claim, action, suit, or other proceeding brought by third parties against an Indemnified Party based on a claim of patent infringement arising from or occurring as a result of the manufacture, use or sale of the particular Collaboration Product in the Marketing Distributor's territory; provided that the Indemnified Party (i) shall promptly notify the Marketing Distributor in writing of any claim, action, suit, or other proceeding brought by third parties in respect of which the Indemnified Party or any of its Affiliates, or their directors, officers, employees, successors or assigns intend to claim such indemnification hereunder, (ii) provides the Marketing Distributor with sole control over the defense and/or settlement of such claim, action, suit, or other proceeding, and (iii) provides the Marketing Distributor, at its request, reasonable assistance and information regarding such claim, action, suit, or other proceeding. Notwithstanding the foregoing, the Indemnified Party shall have the right to participate in such defense or settlement with counsel of its own choosing at its expense. The failure to deliver written notice to the Marketing Distributor within a reasonable time after the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such Marketing Distributor of any liabi...
Sample 1

Related to Marketing Distributor

  • Sub-Distributors MMLD may enter into sub-distributor’s agreements with persons (“Sub-Distributors”) pursuant to which MMLD delegates any or all of its functions hereunder to one or more Sub-Distributors provided that a majority of the Trust’s Board of Directors that are not interested persons of the Trust or MMLD approve the agreement. MMLD shall pay all compensation of any such Sub-Distributors and will have the right to terminate the services of any Sub-Distributor at any time on no more than 60 days’ notice.

  • By Distributor Distributor shall indemnify and hold harmless NW and each person who controls or is associated with NW within the meaning of such terms under the federal securities laws, and any officer, director, employee of NW or agent of the foregoing, against any and all joint or several losses, claims, damages or liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which NW and/or any such person may become subject under any statute or regulation, any NASD Rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities:

  • Distributor The Distributor represents and warrants that: (i) the Distributor is a limited partnership duly organized and in good standing under New York law; (ii) the Distributor is registered as a broker-dealer under federal and applicable state securities laws and is a member of the NASD; and (iii) the Distributor is registered as an investment adviser under federal securities laws.

  • Services as Distributor 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified you in writing.

  • Marketing Materials (a) During the term of this Agreement, the Sub-Adviser agrees to furnish the Manager at its principal office for prior review and approval by the Manager all written and/or printed materials, including but not limited to, PowerPointÒ or slide presentations, news releases, advertisements, brochures, fact sheets and other promotional, informational or marketing materials (the “Marketing Materials”) for internal use or public dissemination, that are produced or are for use or reference by the Sub-Adviser, its affiliates or other designees, broker-dealers or the public in connection with the Series, and Sub-Adviser shall not use any such materials if the Manager reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. Marketing Materials may be furnished to the Manager by first class or overnight mail, facsimile transmission equipment, electronic delivery or hand delivery.

  • Joint Marketing The Parties shall engage in joint marketing activities pursuant to Section 7.7 of this Agreement and any other joint marketing agreement that may be entered into from time to time.

  • Marketing Rights Neither the Company nor any of its Subsidiaries have granted rights to license, market, or sell its products or services to any other Person and is not bound by any agreement that affects the Company’s (or any Subsidiary’s) exclusive right to develop, distribute, market or sell its products or services.

  • Indemnification for Marketing Materials In addition to the foregoing indemnification, the Fund and the Investment Adviser also, jointly and severally, agree to indemnify and hold harmless each Underwriter, affiliates, directors, officers, employees and agents of each Underwriter, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 6(a), as limited by the proviso set forth therein, with respect to any sales material.

  • Manufacturing and Marketing Rights The Company has not granted rights to manufacture, produce, assemble, license, market, or sell its products to any other person and is not bound by any agreement that affects the Company's exclusive right to develop, manufacture, assemble, distribute, market, or sell its products.

  • Distributors The Manager shall make or cause to be made such arrangements as are expedient for the distribution of Units, having regard to the requirements of Applicable Laws and applicable stock exchange rules and regulations respecting such distribution of Units in the jurisdiction or jurisdictions in which they are to be distributed. It is understood and agreed that: (i) the Manager or the Investment Manager may distribute Units itself in the offering jurisdictions in which it is registered, or is exempt from such registration, under applicable Securities Legislation; and (ii) the Manager will retain the services of the Underwriters pursuant to the Underwriting Agreement to assist it in the distribution of the Units in the offering jurisdictions.

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