Appointment and Restrictions Sample Clauses

The "Appointment and Restrictions" clause defines the process by which a party is formally designated to perform certain roles or duties under the agreement, while also outlining specific limitations or conditions on that appointment. Typically, this clause will specify who is being appointed, the scope of their authority, and any actions they are expressly prohibited from taking, such as representing the other party in unauthorized matters or engaging in conflicting activities. Its core function is to ensure that both parties have a clear understanding of the extent and boundaries of the appointment, thereby preventing misunderstandings and mitigating risks associated with overreach or conflicts of interest.
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Appointment and Restrictions. Subject to the terms of this Agreement, MaxLinear hereby appoints Distributor as a nonexclusive distributor of the Products to End Users located in the Territory for use in the Territory. Subject to the terms of this Agreement, MaxLinear also authorizes Distributor to provide Product-related technical support to End Users that purchase Products from Distributor. Distributor is not authorized to purchase or distribute MaxLinear products that are not listed in Exhibit A. Distributor will use reasonable efforts to promote and market the Products and to increase sales of the Products to End Users located in the Territory. Unless specifically authorized by MaxLinear in writing, Distributor may not resell the Products through reseller or subdistributors of any tier. Distributor will ensure that its sales representatives and agents receive appropriate training relating to the Products. During the term of this Agreement, Distributor will not resell products that compete with the Products. MaxLinear reserves the unrestricted right to market, distribute, and sell the Products inside and outside of the Territory directly to End Users and indirectly through original equipment manufacturers, valued added resellers, and other third party intermediaries.
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Appointment and Restrictions. (a) MistAway grants to Dealer the non-exclusive right to Distribute the Products through Dealer’s distribution network, subject to and in accordance with the terms and conditions of this Agreement. MistAway may appoint additional dealers for its Products as MistAway may determine in its sole discretion. MistAway shall have no obligation to defend or protect Dealer’s Distribution rights or other rights in any respect or manner whatsoever. (b) Each System and the components thereof have been designed to function as an integrated unit and Dealer shall not install or utilize any third party manufactured or supplied components with any MistAway System. Dealer may purchase outdoor insect control system components from third party manufacturers or suppliers only to the extent necessary for Dealer to service and repair its customers’ third party manufactured systems. In no event shall Dealer ever represent that any third party manufactured or supplied system is a MistAway System. (c) Dealer shall sell the Products for its own account and at its own risk. Dealer shall not appoint sub-dealers or sub- distributors or delegate or assign Dealer’s rights or obligations under this Agreement or directly or indirectly Distribute any Products outside of the United States of America without the prior written consent of MistAway. (d) Dealer agrees that during the term of this Agreement it will not directly or indirectly manufacture or advertise for sale any product, system or good that is competitive with the Systems or MistAway’s other Products, except to the extent necessary for Dealer to service and repair its customers’ third party manufactured outdoor insect control systems.
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Appointment and Restrictions. 2.1 Subject to the terms and conditions of this Agreement, GENTA hereby grants to IDIS the Exclusive right within the Field to distribute on its own account the Products in the Territory and IDIS agrees to act in this capacity subject to the terms of this Agreement. 2.2 During the continuance of this Agreement, GENTA undertakes not to market or sell the Products within the Field directly or indirectly to any other person in the Territory without first obtaining IDIS’s express written consent (such consent not to be unreasonably withheld or delayed). 2.3 During the continuance of this Agreement, IDIS undertakes not to seek customers or promote sales of the Products outside the Territory, and in any event shall not sell or distribute any Product within the United States. 2.4 IDIS undertakes that it shall not unless otherwise approved in writing by GENTA during the continuance of this Agreement: 2.4.1 Knowingly manufacture, sell or distribute any goods that compete with the Products in the Territory; 2.4.2 obtain its supplies of the Products for distribution within the Territory other than from GENTA; provided that GENTA is able and willing to supply the same on the terms of this Agreement. 2.5 IDIS undertakes that while the currently pending MAA for GENASENSE is pending and under review by the EMEA, with respect to GENASENSE in any EU member state it shall not: 2.5.1 commence any regulatory action; 2.5.2 communicate with any regulatory authority;
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Appointment and Restrictions. 2.1 The Manufacturer hereby grants to IDIS the Exclusive right to distribute on its own account the Products in the Territory, and IDIS agrees to act in this capacity subject to the terms of this Agreement. 2.2 During the term of this Agreement, the Manufacturer undertakes not to market or sell the Products on a named patient basis through a third party distributor to any other person in the Territory without first obtaining IDIS’s express written consent (such consent not to be unreasonably withheld or delayed). 2.3 IDIS undertakes that it shall not unless otherwise approved in writing by the Manufacturer and for ten (10) years from the Commencement Date: 2.3.1 manufacture any goods that compete with the Products in the Territory; 2.3.2 obtain its supplies of the Products for distribution within the Territory other than from the Manufacturer, if the Manufacturer is able and willing to supply the same on the terms of this Agreement; provided, however, that with respect to the Defibrotide capsules set forth in Schedule 1, IDIS may honour purchase orders and contracts existing at the Commencement Date until such contracts expire, at which time IDIS shall comply in all respects with this clause 2.3.2 with respect to the Defibrotide capsules. Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ***. A complete version of this exhibit has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Act of 1934, as amended.
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Appointment and Restrictions 
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Related to Appointment and Restrictions

  • Rights and Restrictions The Restricted Share Units shall not be transferable, other than pursuant to will or the laws of descent and distribution. Prior to vesting of the Restricted Share Units and delivery of the Shares to the Employee following his termination of employment, the Employee shall not have any rights or privileges of a shareholder as to the Shares subject to the Award. Specifically, the Employee shall not have the right to receive dividends or the right to vote such Shares prior to vesting of the Award and delivery of the Shares.

  • Limitations and Restrictions Deduction of Rollovers and Transfers – A deduction is not allowed for rollover or transfer contributions.

  • License and Restrictions (a) Subject to the terms of this Agreement, we hereby grant you a limited, personal, revocable, nonexclusive, non sublicensable, non assignable, non transferable, non resellable license and right to use the Service. (b) You acknowledge and agree that any and all intellectual property rights (the “IP Rights”) in the Service are and shall remain the exclusive property of us. Nothing in this Agreement intends to or shall transfer any IP Rights to, or to vest any IP Rights in, you. You are only entitled to the limited use of the rights granted to you in this Agreement. You will not take any action to jeopardize, limit or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement, as well as a violation of applicable intellectual property laws. You acknowledge and understand that all title and rights in and to any third party content that is not contained in the Service, but may be accessed through the Service, is the property of the respective content owners and may be protected by applicable patent, copyright, or other intellectual property laws and treaties. (c) You agree not to sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Service or any part thereof without our prior written consent. (d) You agree not to undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Service or any part thereof. You agree not to intercept, capture, emulate, or redirect the communications protocols used by us for any purpose, including without limitation causing the Service to connect to any computer server or other device not authorized by us. (e) We reserve the right to add or delete features or functions, or to provide programming fixes, updates and upgrades, to the Service. You acknowledge and agree that we have no obligation to make available to you any subsequent versions of the Service. You also agree that you may have to enter into a renewed version of this Agreement if you want to download, install or use a new version of the Service. (f) We have no obligation whatsoever to furnish any maintenance and support services with respect to the Service, and any such maintenance and support services provided will be provided at our discretion. (g) You grant to us a nonexclusive, perpetual, non-revocable, royalty free license to use, retain, and share any information transmitted through the Service by you, including, your location, device-based location information, account numbers, name, date, account amount, and endorsements solely for the purpose of providing the Services. This license shall survive termination of this Agreement for such period as necessary for us to provide the Services, comply with the law, or comply with an internal guidelines or procedures.

  • Prohibitions and Restrictions The provisions of this Agreement shall not in any way limit the right of either Contracting Party to apply prohibitions or restrictions of any kind or take any other action which is directed to the protection of its essential security interests, or to the protection of public health or the prevention of diseases and pests in animals or plants.

  • License Grant and Restrictions You are granted a personal, limited, non-exclusive, non-transferable license, to electronically access and use the Money Management Service (the "Service") solely to manage your financial data, and the purchase rewards application ("Debit Rewards Offers") to benefit from your debit card purchases. In addition to the Money Management Service and the Debit Rewards Offers, the terms "Service" and "Debit Rewards Offers" also include any other programs, tools, internet-based services, components and any "updates" (for example, Service maintenance, Debit Rewards information, help content, bug fixes, or maintenance releases, etc.) of the Service or Debit Rewards Offers if and when they are made available to you by us or by our third party vendors. Certain Service and Debit Rewards Offers may be accompanied by, and will be subject to, additional terms and conditions. You are not licensed or permitted to do any of the following and you may not allow any third party to do any of the following: (i) access or attempt to access any other systems, programs or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way the material from the Money Management site or from the Debit Rewards Offers program; (iii) permit any third party to benefit from the use or functionality of the Service or Debit Rewards Offers, or any other services provided in connection with them, via a rental, lease, timesharing, service bureau, or other arrangement; (iv) transfer any of the rights granted to you under this license; (v) work around any technical limitations in the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble, or otherwise reverse engineer the Service except as otherwise permitted by applicable law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Service or Debit Rewards Offers or any services provided in connection with them, prevent access to or the use of the Service, Debit Rewards Offers or any or services provided in connection with them by other licensees or customers, or impose an unreasonable or disproportionately large load on the infrastructure while using the Service; or