Obligations of Distributor Sample Clauses

Obligations of Distributor. (a) Distributor will use its best efforts aggressively to develop sales of the Products as well as to co-market HealtheTech products and services in the Territories. In furtherance thereof, Distributor will fulfill the obligations defined in Exhibit F and shall cause any Service Affiliate or sublicense to conform to the obligations defined in Exhibit F. (b) Provide to HealtheTech the right of first negotiation to evaluate and negotiate rights to re-sell products manufactured by Distributor that have not yet been offered to other distributors. This right of first negotiation shall consist of Distributor notifying HealtheTech of the availability of a new product and its associated proposed pricing, and providing HealtheTech sixty (60) days to evaluate and exclusively negotiate with Distributor terms for reselling the product in the United States. In the event that the parties are unable to come to a mutual agreement on the terms for reselling the product within that 60 day period, Distributor shall have the right to negotiate with other parties concerning the products offered to HealtheTech. (c) Distributor hereby grants to HealtheTech a non-exclusive right to distribute any Chinese language version of any nutrition and exercise logging software program that it has or will develop during the Term of this Agreement at pricing to be mutually agreed to by the parties.

Obligations of Distributor. (a) Diligence. Distributor shall use commercially reasonable efforts to promote the marketing and distribution of the Product to realize the maximum sales potential for the Product in the Territory. Except as expressly set forth herein, Distributor shall be solely responsible for all costs and expenses related to the advertising, marketing, promotion, and distribution of the Product and for performing its obligations hereunder.

Obligations of Distributor. In exchange for the limited license and distributions rights granted by this Agreement, Distributor agrees as follows: 12.1 Distributor shall, at its sole cost and expense, obtain and maintain all registrations, permits and licenses required by any applicable governmental authority in the Territory and prepare and file all reports, forms and/or applications required by Applicable Law and such governmental authorities. 12.2 Distributor agrees that it shall not use other packing (i.e., other than the Packaging) for all sales or other distributions of the Filled Cartridges. 12.3 Distributor agrees that the Filled Cartridges will be labeled in compliance with Applicable Law and will inform the Company in the event any alterations to the Packaging are required to be in compliance with Applicable Law. 12.4 Distributor agrees not to re-sell any unfilled Cartridges. 12.5 Distributor agrees that the Packaging provided by the Company will only be used in connection with the performance of this Agreement, and will not be used in connection with third- party goods. 12.6 Unless Distributor pays for and obtains its own filling machine approved by the Company, Distributor agrees that the Company is the owner of all Filling Machines provided by the Company to Distributor and used by Distributor in furtherance of this Agreement. 12.7 Distributor agrees that it will not take any actions that will tarnish, dilute, or otherwise negatively impact the Company’s Marks or the goodwill built up by the Company in the Company’s Marks. In the event of a breach of this section, Distributor shall have thirty (30) days from the receipt of notice from the Company to correct or ameliorate the offending action.

Obligations of Distributor. During the term of this Agreement, Distributor shall: (a) Act in good faith in its relations with the Representative; (b) Keep the Representative informed on a regular basis of any prospective change to the Services; and (c) Comply with all applicable laws in connection with its performance of its obligations under this Agreement including laws relating to anti-bribery and corruption, including the US Foreign Corrupt Practices Act, Canada’s Corruption of Foreign Public Officials Act and the UK Bribery Act, each as amended, regardless of whether the bribery or corrupt activities involve government officials or otherwise.

Obligations of Distributor. A. LICENSING: Distributor shall use its best efforts to license the Headlines. B. PRICING: Distributor shall not license the Headlines for a price below the pricing set by UPI without prior written approval from UPI.

Obligations of Distributor. In exchange for the exclusive distribution right and license provided in Section 2 of this Agreement, Distributor hereby agrees during the Term to use its best commercial efforts to promote, advertise and distribute the Products throughout the Territory, including, without limitation, the following: 3.1. Distributor will purchase the Products from Vendor in accordance with the parameters set forth in Sections 5 and 6 of this Agreement; 3.2. Distributor will be responsible for all marketing, selling and servicing efforts for the Products within the Territory; 3.3. Distributor shall, in the event of any actual or alleged infringement of the Products comes to the attention of Distributor, promptly notify Vendor, in writing, of the actual or alleged infringement; 3.4. Distributor shall not obtain, purchase, receive or source any other card shuffling machine from any third party or other source under any circumstance other than from Vendor with the exception of all Shuffle Master, Inc. shuffling machines which are held in stock at the Effective Date which Distributor is free to sell, rent purchase or lease until all of the said stock has been depleted. 3.5. Distributor shall not sell or otherwise transfer any of the rights granted pursuant to this Agreement to any third party without the prior written consent of Vendor; provided, however, Distributor may enter into distribution arrangements with regional distributors within the Territory in its efforts to promote, advertise and distribute the Products in accordance with this Agreement; 3.6. Distributor shall provide written updates to Vendor at the end of each calendar quarter of any distribution arrangements entered into by Distributor as permitted by Section 3.5 of this Agreement, where said notice shall contain the name and location of the regional distributor, and a brief statement on the experience and history of the regional distributor; 3.7. Distributor shall not make any modifications to the Products without prior written consent of Vendor; 3.8. Distributor shall provide to Vendor: (1) monthly sales figures no later than fifteen (15) calendar days after the end of the relevant monthly period that provides information with respect to sales for each Product; and (2) a non binding three (3) month forecast on a quarterly basis; 3.9. Distributor shall demonstrate the Products at the following international gaming exhibitions, ICE (London), G2E (Las Vegas), SAGSE (Buenos Aires), EELEX (Moscow) and AGE (Sydney...

Obligations of Distributor. 2.1 Minimum Purchase Requirement. Distributor shall purchase from EFP such quantities of the Product as shall satisfy all of Distributor's requirements for resale during the term of this Agreement; provided, however, that Distributor shall in all events be required to purchase not less than a minimum of 1,000 products per year, set forth in Exhibit B. If Distributor fails to meet such requirements, EFP shall have the right to terminate this Agreement pursuant to Section 9.2 hereof with no liability to EFP.

Obligations of Distributor. DISTRIBUTOR’s obligations under this Agreement shall, without limitation, include the following: 5.1 DISTRIBUTOR shall not Distribute Products to any person or entity that may further Distribute Products, DISTRIBUTOR shall provide DIADEXUS with a complete list of products it markets for others prior to the signing of this Agreement and shall update such list in writing each time it agrees to distribute additional products from any manufacturer during the Term of this Agreement. During the Term of this Agreement, DISTRIBUTOR will not distribute any products competitive with any Product without the prior written approval of DIADEXUS. DIADEXUS reserves the right to determine whether a competitive conflict exists between Products and other products, which may be carried by DISTRIBUTOR. 5.2 DISTRIBUTOR shall use its best efforts to Distribute all Products in the Territory. Any and all costs of Distribution including advertising, sales promotion, workshops, seminars, conventions, exhibits, freight, taxes or other selling costs shall be the responsibility of DISTRIBUTOR. DISTRIBUTOR shall direct to DIADEXUS any End User inquiries and leads received in the Territory for delivery or use outside the Territory. 5.3 DISTRIBUTOR will be responsible to train End Users in the appropriate use of the Products on the appropriate platforms (e.g. DSX). 5.4 DISTRIBUTOR shall stock and maintain an adequate inventory of all Products to satisfy commercially reasonable demand for such Products, to avoid any backorder to the End User. 5.5 DISTRIBUTOR shall honor all Prices for End Users set by DIADEXUS, including special programs (e.g. discounts, credits, tiered volume pricing, etc). DISTRIBUTOR shall be responsible for tracking and accounting of all Prices and special programs and shall receive the same DISTRIBUTOR margin for Products subject to such programs as for Products set forth in the End User List. 5.6 DISTRIBUTOR acknowledges that it is familiar with and will comply with all applicable laws and regulations as they pertain to the responsibility of a medical device distributor, in the Territory. DISTRIBUTOR acknowledges that with respect to its Distribution of Products, it shall comply with its obligations under applicable laws, statutes and regulations and the following requirements: 5.6.1 All obligations with regard to timely reporting of adverse events and deficiencies of devices. DISTRIBUTOR also agrees to notify DIADEXUS immediately upon learning of any adverse event o...

Obligations of Distributor. In addition to the other obligations of Distributor set forth elsewhere in this Agreement, Distributor shall at its own expense: (a) Exert its commercially reasonable efforts to introduce, diligently promote and solicit the sale of the Products through advertising; personal customer contact; distribution of information literature, catalogs, data sheets and other sales and marketing materials furnished by ZiLOG for such purpose; and other appropriate sales and marketing techniques; (b) Exert its commercially reasonable efforts to meet or exceed the sales objectives for the Products which have previously been mutually agreed to by the parties; (c) Participate, upon reasonable notice, in training activities, business reviews and programs sponsored by ZiLOG; (d) Inform ZiLOG of all stocking locations. (e) Assist ZiLOG in assessing customer requirements for the Products and modifications and improvements thereto, in terms of quantity, quality, design, functional capability and other features, with a view toward maximizing the potential market for the Products within the Territory. To this end, Distributor will promptly furnish ZiLOG with copies of any correspondence or other communications, or written descriptions of any verbal communications, from its customers, potential customers and other contacts with respect to the use of or application for the Products, suggested modifications or improvements to the Products, reliability of the Products, or otherwise related in any manner to the Products or the design, functionality, fit or other aspects of the Products, and the like; provided, however, that Distributor shall not be required to disclose proprietary information of such customers which are protected by nondisclosure agreements and which relate to the technical specifications of products developed by such customers or business plans of such customers, it being agreed that Distributor shall not enter into any nondisclosure agreements with customers which prohibit Distributor from making any of the disclosures required herein as they relate to the Products or the use thereof by such customers; (f) Devote sufficient financial resources and qualified personnel, including appropriate numbers of application engineers, to effectively interact with customers in the Distributor's Territory as may be required to fulfill Distributor's responsibilities under this Agreement. Distributor agrees that it shall exclusively dedicate no less than twenty (20) full-time personn...