Responsibilities of the Distributor Sample Clauses

Responsibilities of the Distributor. The Distributor undertakes to
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Responsibilities of the Distributor. 10.01 The Distributor agrees that during the term of this Agreement, it shall: (a) Comply and cause all its Subdistributors or parties appointed by it to comply, with all applicable laws in the Territory relating to the advertising, distribution and sale of the Products and with the terms and conditions of this Agreement; (b) Devote its best efforts to the performance of its obligations under this Agreement; (c) Make every reasonable effort and use proper means to develop the market potential for trade in the Products, and actively solicit orders for the sale of the Products, provided that in no event shall the Distributor be required to expend any moneys on advertising or other marketing and sale techniques, except as the Distributor, in its sole discretion, determines appropriate; and (d) Develop, promote and maintain with customers the goodwill and reputation of the Products; and (e) Order and pay for the minimum annual product purchase requirements under this agreement.. 10.02 The Distributor agrees that during the term of this Agreement, it shall not: (a) distribute, sell or solicit orders for the Products outside the Territory, nor will it permit or allow any Subdistributor, or party appointed by it, to distribute, sell, or solicit orders for the Products outside the Territory, except as may expressly be authorized by DIAMANT in writing.
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Responsibilities of the Distributor. The distributor agrees that during the term of this Agreement, it shall: 9.1. Comply and cause all its Re-Sellers or parties appointed by it to comply with all applicable laws in the Territory relating to the advertising, distribution and sale of Products and with the terms and conditions of this Agreement. 9.2. Request approval from Teliphone on all marketing and promotional material prior to distribution. 9.3. Devote its best efforts to the performance of its obligations under this Agreement 9.4. Make every reasonable effort and use proper means to develop the market potential for trade in Product and actively solicit the activation by End Users. 9.5. Share in marketing, promotion and advertising costs as agreed upon with Teliphone on a case by case basis. 9.5.1. In the case of demonstration phones, Distributor will cover 100% of Teliphone's cost of the hardware required for the demonstration unit. Teliphone will pay for a free unlimited local calling only on the demonstration unit. The number of demonstration units in circulation will be determined on a case by case basis by Teliphone and Distributor. 9.5.2. Distributor will provide Teliphone with banner advertising throughout DISTRIBUTOR's and its Re-Seller's network of web sites.
Sample 1
Responsibilities of the Distributor. 1. The distributor may only sell the goods from the consignment warehouse within the scope of its ordinary business operations. The sale of the provided goods shall be made in the distributor’s own name for the account of the manufacturer, at the prices and terms per trading group agreed between the manufacturer and the distributor, as specified in Section 6. 2. The distributor shall be entitled to grant the customer a payment term of 30 days net from the invoice date; other payment terms shall be agreed upon jointly. Deviating payment terms shall be mutually agreed upon. It is noted that the distributor is authorised to collect the receivable from the sale of the goods to the retail sector. 3. Furthermore, the distributor provides all services from the receipt of the goods at its warehouses as per the warehouse contract. The picking and distribution of the goods to the customer are carried out according to a separate cooperation agreement (with the retail sector) on behalf of the retail group (trade logistics) or on behalf of the manufacturer (industrial logistics). These services are remunerated according to the cooperation agreement. 4. Due to the economic ownership of the manufacturer, the distributor hereby assigns its claims arising from the sale of consignment goods to the manufacturer, together with all ancillary rights, regardless of whether the goods are sold unprocessed, processed, or combined with other deliveries or services to one or more customers. The distributor is not entitled to contractually exclude the assignability of its claims arising from the sale of consignment goods. Upon the manufacturer’s request, the distributor shall notify the third- party debtor of the assignment and provide the manufacturer with all necessary information and documents required to assert the manufacturer’s rights. On the other hand, the parties agree that the risk of default on receivables lies entirely with the manufacturer, and the manufacturer has no claims against the distributor. 5. It is noted that the distributor is not obligated to engage in active sales activities, advertising campaigns or any other sales promotion initiatives. 6. Daily Service acts neither as a manufacturer nor as a distributor on the market, thereby exempting itself from the legal obligations associated with these roles. 7. Outgoing obligations are only relevant for Daily Service insofar as they apply in terms of the company’s own control measures and the supporting duty to provi...
Sample 1
Responsibilities of the Distributor. 9.01 The Distributor agrees that during the term of this Agmeement, it shall: (a) comply and cause all its Subdistributors or parties appointed by it to comply, with all applicable laws in the Territory relating to the advertising, distribution and sale of the Product and with the terms and conditions of this Agreement; (b) devote its best efforts to the performance of its obligations under this Agreement; (c) make every reasonable effort and use proper means to develop the market potential for trade in the Product, and actively solicit orders for the sale of the Product, provided that in no event shall the Distributor be required to expend any moneys on advertising or other marketing and sale techniques, except as the Distributor, in its sole discretion, determines appropriate; and (d) develop, promote and maintain with customers, the goodwill and reputation of the Product. 10.00
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Responsibilities of the Distributor. (a) Each Distributor shall comply with all laws and regulations applicable to its distribution of the Distributed Products, including without limitation the U.S. Foreign Corrupt Practices Act of 1977 and all U.S. export control laws and regulations. (b) Each Distributor shall use its reasonable best efforts to provide service to and to perform all necessary repairs on all Distributed Products sold by the Distributor in a prompt, professional and proper manner. If the Manufacturer's personnel are needed to provide installation, maintenance, or repair service for Distributed Products sold by the Distributor, and the Manufacturer agrees to provide any such service, the Manufacturer may charge the Distributor a reasonable mutually agreed upon fee for such service. If any such repair or replacement is required while the Distributed Products are still under the applicable Manufacturer warranty, the Manufacturer will reimburse the Distributor for the cost of replacement parts therefor.
Sample 1
Responsibilities of the Distributor. In furtherance of the Services to be provided by SIDCO under this Agreement, the Distributor shall: 2.1 provide SIDCO with copies of, or access to, any documents that SIDCO may reasonably request and notify SIDCO as soon as possible of any matter materially affecting SIDCO's performance of the Services under this Agreement; 2.2 facilitate SIDCO's receipt of a current and complete Authorized Trader Form and a AP Authorization Form, each substantially in the form attached hereto as Exhibit A; 2.3 cause the index receipt agent, transfer agent and/or Depository Trust Company to provide SIDCO with all necessary information so that SIDCO may perform its obligations under the Agreement; 2.4 support or cause the Trust's index receipt agent and/or transfer agent to support the servicing of the shareholders; in connection therewith the index receipt agent, transfer agent or the Distributor will provide an adequate number of persons during normal business hours to respond to telephone inquiries concerning the Trust and/or the Shares; 2.5 select and identify persons who are authorized by the Distributor, consistent with applicable law and the applicable prospectus, to create and redeem Shares (referred to herein as, an "Authorized Participant") and provide written notice to SIDCO in the event of a change in the status of any Authorized Participant; 2.6 report to SIDCO any and all actions or inactions by any Authorized Participant that (i) fail to comply with the terms of any Authorized Participant Agreement (defined below), (ii) violate any applicable laws of any governmental authorities, including the NASD's Conduct Rules, or (iii) violate any other agreements or procedures with which such Authorized Participant is required to comply; 2.7 administer on behalf of the Trust the Trust's creditworthiness standards for Authorized Participants, which SIDCO can assume have been satisfied before the placement of an order by an Authorized Participant and upon which SIDCO can rely without inquiry; 2.8 be responsible for the costs of printing and mailing prospectuses to the Archipelago Exchange (and any other national stock exchange on which the Shares may be listed), an Authorized Participant or any agent of an Authorized Participant for the purposes of providing prospectuses to prospective Authorized Participants or purchasers of exchange traded Shares in the secondary market. 2.9 use best efforts to ensure that SIDCO is named as a third party beneficiary to the authorized pa...
Sample 1
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Responsibilities of the Distributor. 3.1 The Distributor will, during the term of this Agreement, diligently and faithfully serve as Company's Distributor and will use its best efforts to increase the sale of the Products and promote the interests of Company within the Territory and will not do anything that may hinder such sales. Distributor agrees to assign at all times a minimum of three sales persons to sell and market the Products, including a Sales Manager and a Sales Staff for sales in the Territory. The Distributor will cause these sales persons and any other required personnel to plan and execute a sales and marketing
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Responsibilities of the Distributor 
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Related to Responsibilities of the Distributor

  • Responsibilities of the District 12.1. The District shall examine the documents submitted by the Architect and shall render decisions so as to avoid unreasonable delay in the process of the Architect’s Services. 12.2. The District shall verbally or in writing advise Architect if the District becomes aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in the Architect’s documents. Failure to provide such notice shall not relieve Architect of its responsibility therefore, if any. 12.3. Unless the District and Architect agree that a hazardous materials consultant shall be a Consultant of the Architect, the District shall furnish the services of a hazardous material consultant or other consultants when such services are requested in writing by Architect and deemed necessary by the District or are requested by the District. These services shall include: asbestos and lead paint survey; abatement documentation; and specifications related to said matters, which are to be incorporated into bid documents prepared by Architect. If the hazardous materials consultant is furnished by the District and is not a Consultant of the Architect, the specifications shall include a note to the effect that the hazardous materials consultant’s specifications are included in the Architect’s bid documents for the District’s convenience and have not been prepared or reviewed by the Architect. The note shall also direct questions about the hazardous materials consultant’s specifications related to asbestos and lead paint survey and/or abatement documentation to the preparer of the hazardous materials consultant’s specifications.

  • Responsibilities of the Contractor The Contractor shall provide all technical and professional expertise, knowledge, management, and other resources required for accomplishing all aspects of the tasks and associated activities identified in the Scope of Work. In the event that the need arises for the Contractor to perform services beyond those stated in the Scope of Work, the Contractor and the City shall negotiate mutually agreeable terms and compensation for completing the additional services.

  • Responsibilities of the Company 3.3.1 The Company shall provide participants of CopyTrade with a complete package of services according to the Customer Agreement. The Company is liable for proper performance of technological solutions according to the Customer Agreement. 3.3.2 The Company bears no liability to participants of CopyTrade for lost profit or losses, which may directly or indirectly occur as a result of trading operations performed or not performed by an Investor or a Trader. 3.3.3 The Company bears no liability to participants of CopyTrade for lost profit or losses, which may be directly or indirectly occur as a result of their ignorance of regulatory documents or cooperation scheme. 3.3.4 The Company doesn’t evaluate Traders’ professional skills and suitability not on a single stage of their activity and bears no responsibility to Investors for any losses or lost profit they may incur. 3.3.5 The Company is not liable for:

  • RESPONSIBILITIES OF THE UNIVERSITY The UNIVERSITY shall designate in writing a faculty member to coordinate with a designee of the FIELDWORK SITE.

  • Duties of the Distributor (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, Deposit Securities, and related Cash Components through or outside the Clearing Process, and as provided in and in accordance with the Registration Statement and Prospectus. The Trust acknowledges that the Distributor shall not be obligated to approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

  • RESPONSIBILITIES OF THE OWNER The Owner agrees to: Provide all documentation, records, and disclosures as required by law or required by the Agent to manage and operate the Property, and immediately notify the Agent if the Owner becomes aware of any change in such documentation, records or disclosures, or any matter affecting the habitability of the Property; Indemnify, defend, and hold harmless the Agent, and all persons in the Agent's firm, regardless of responsibility, from all costs, expenses suits, liabilities, damages, attorneys fees, and claims of every type, including, but not limited to, those arising out of injury or death of any person, or damage to any real or personal property of any person, including the Owner, for: Any repairs performed by the Owner or by others hired directly by the Owner; or Those relating to the management, leasing, rental, security deposit, or operation of the Property by the Agent, or any person in the Agent's company, or the performance or exercise of any of the duties, powers, or authorities granted to the Agent; This sub-section, and all rights to the Agent’s indemnification, shall be considered void if the Agent exemplifies any willful acts of gross negligence; Maintain the Property in a condition fit for human habitation as required by applicable State and local laws; Pay all interest on Tenants’ security deposits if required by applicable laws; Carry and pay for: Public and premises liability insurance in an amount of no less than one-million dollars ($1,000,000.00); and Property damage and worker’s compensation insurance adequate to protect the interests of the Owner and the Agent. The Agent shall be, and the Owner authorizes Agent to be, named as an additional insured party on the Owner’s policies; and Pay any late charges, penalties and/or interest imposed by lenders or other parties for failure to make payment only if the failure is due to insufficient funds in the Agent’s trust account available for such payment. In addition, the Owner agrees to replace any funds required if there are insufficient funds in the Agent’s trust account to cover such responsibilities of the Owner.

  • Responsibilities of the Parties 1.5.1 The Parties shall perform all obligations of this Agreement in accordance with all Applicable Laws and Regulations, Operating Requirements, and

  • RESPONSIBILITIES OF THE STATE 3.2.1 The State will identify a Project Manager for the Project. The Project Manager will be the sole point of contact between the Contractor and the State. The Project Manager will be the State’s representative authorized to communicate the State’s position and directions related to all contract work and to coordinate all change orders with the Commissioner of Buildings and General Services as deemed necessary. 3.2.2 If applicable, the State shall furnish all surveys describing the physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. 3.2.3 Except as provided in Subparagraph 4.7.1, the State shall secure and pay for necessary approvals, easements, assessments and charges required for the construction, use or occupancy of permanent structures or for permanent changes in existing facilities. 3.2.4 Information or services under the State's control shall be furnished by the State with reasonable promptness to avoid delay in the orderly progress of the Work. 3.2.5 Unless otherwise provided in the Contract Documents, the Contractor will be furnished, free of charge, all copies of Drawings and Specifications reasonably necessary for the execution of the Work. 3.2.6 The State shall forward instructions to the Contractor through the Architect. 3.2.7 The foregoing are in addition to any other duties and responsibilities of the State enumerated in the Contract Documents including those responsibilities described in Articles 6, 9 and 11 of this agreement. 3.2.8 The State may utilize a Clerk-of-the-Works to provide inspection and monitoring work on behalf of the State. If a Clerk-of-the-Works is utilized, it is the responsibility of the Architect and the Contractor to review and understand the Clerk’s duties, responsibilities and limitations of authority. Upon request, the State shall provide a copy of the Clerk-of-the-Works contract to Architect and Contractor.

  • Responsibilities of Client a. Client shall exclusively retain the services of Consultant to perform the Scope of Work, in accordance with, and subject to, the other provisions of this Agreement. b. Client shall provide access for Consultant and its subcontractors to the Site, and shall enter into access agreements with other third party property owners, as necessary for Consultant to complete the performance of the Scope of Work. c. Client shall, as necessary to complete the Scope of Work: (i) cooperate and assist Consultant with the preparation and submittal, to PADEP, PAUSTIF, local governing authorities and others, of all information and documents including, without limitation, correspondence, notices, reports, data submittals, restrictive covenants, engineering and institutional controls, and the like; and (ii) implement and maintain any engineering or institutional controls. d. Client shall transmit to Consultant copies of all documentation, correspondence, reports, and the like, sent or received by Client, regarding the Scope of Work at the Site. e. Client shall make a good faith effort to minimize any and all interference with the progress of the Scope of Work if the Site is remodeled or otherwise modified. Client shall also make a good faith effort to place this condition on third parties that are not a party to this Agreement including, but not limited to, current owners, future owners, current operators, future operators, current lessees and future lessees.

  • Responsibilities of the Seller (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) perform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred hereunder, and the exercise by the Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO or the Originators thereunder. (b) WESCO hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO conducted such data-processing functions while it acted as the Servicer.

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