Existing ▇▇▇▇▇▇ Distributors Sample Clauses

Existing ▇▇▇▇▇▇ Distributors. As of the Effective Date ▇▇▇▇▇▇ distributes the Products in the U.S. pursuant to distribution agreements with various distributors, almost all of which are not AB Distributors (in each case, a “Non-AB Distribution Agreement”). A “No Fault Termination Agreement” means any Non-AB Distribution Agreement that ▇▇▇▇▇▇ is expressly legally, contractually and unilaterally entitled to terminate without cause and without ▇▇▇▇▇▇ breaching such Non-AB Distribution Agreement or incurring any liability or obligation except to pay the applicable distributor a pre-determined fixed amount previously agreed to by ▇▇▇▇▇▇ in writing under such Non-AB Distribution Agreement (e.g., average gross profit per case per product line multiplied by the number of cases of products sold during the most recently completed twelve (12) month period) solely related to some or all of the Products. The U.S. territory collectively covered by the No-Fault Termination Agreements is referred to in this Agreement as the “Available Territory.”
View Source
Existing ▇▇▇▇▇▇ Distributors. As of the Effective Date ▇▇▇▇▇▇ distributes the Products to On-Premise Accounts in the U.S. pursuant to distribution agreements with various distributors, many of which are not AB Distributors (in each case, a “Non-AB Distribution Agreement”). A “No Fault Termination Agreement” means any Non-AB Distribution Agreement under the terms of which ▇▇▇▇▇▇ is expressly, legally, contractually and unilaterally entitled to terminate the applicable Distributor’s right to distribute Products to On-Premise Accounts without cause and without ▇▇▇▇▇▇ breaching such Non-AB Distribution Agreement or incurring any liability or obligation except to pay the applicable distributor a pre-determined fixed amount previously agreed to by ▇▇▇▇▇▇ in writing under such Non-AB Distribution Agreement (e.g., average gross profit per case per product line multiplied by the number of cases of products sold during the most recently completed twelve (12) month period) solely related to sales of the Products to On-Premise Accounts only. Each portion of the U.S. that is either (a) not covered by a distribution agreement for sale of Products to On-Premise Accounts, or (b) is covered by a No-Fault Termination Agreement is an “Available Territory” and all such Available Territories are collectively referred to in this Agreement as the “Available Territory.”
View Source

Related to Existing ▇▇▇▇▇▇ Distributors

  • Distributors In addition to direct sales to Clients, Supplier grants Accenture: (i) the right to resell Products and Services to a third-party

  • Existing Products Except as set forth below, Contractor shall retain all rights, title and interest in Existing Products.

  • DEALERS, DISTRIBUTORS, AND/OR RESELLERS Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier’s authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier’s responsibility to ensure Sourcewell receives the most current information.

  • Resellers Does the vendor have resellers that it will name under this contract? Resellers are defined as other companies that sell your products under an agreement with you, the awarded vendor of TIPS. No Does the vendor agrees to honor the proposed pricing discount percentage off regular catalog (as defined in the RFP document), website, store or shelf pricing for the term of the award? YES

  • By Distributor Distributor shall indemnify and hold harmless Insurer and any of its officers, directors, employees or agents, against any and all losses, claims, damages or liabilities, joint or several (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 Insurer and/or any such person may become subject under any statute or regulation, any FINRA Rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities: (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances in which they were made, contained in any (i) Registration Statement or in any Prospectus, or (ii) blue-sky application or other document executed by Insurer specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any State; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information furnished in writing by Distributor to Insurer specifically for use in the preparation of any such Registration Statement or any such blue-sky application or any amendment thereof or supplement thereto; (2) result because of any use by Distributor or any Distributor Representative of promotional, sales or advertising material not authorized by Insurer or any verbal or written misrepresentations by Distributor or any Distributor Representative or any unlawful sales practices concerning the Contracts by Distributor or any Distributor Representative under federal securities laws or FINRA Rules; or (3) result from any material breach by Distributor of any provision of this Agreement. This indemnification shall be in addition to any liability that Distributor may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the person seeking indemnification.