Selling Entities Sample Clauses

Selling Entities. Primerica Financial Services, Inc. Primerica Financial Services Insurance Marketing, Inc. Primerica Financial Services of Alabama, Inc. Primerica Insurance Services of Louisiana, Inc. Primerica Financial Services Insurance Marketing of Maine, Inc. Primerica Insurance Agency of Massachusetts, Inc. Primerica Financial Services Insurance Marketing of Nevada, Inc. Primerica Financial Services Agency of New York, Inc. Primerica Insurance Marketing Services of Puerto Rico, Inc. Primerica Financial Services Insurance Marketing of Wyoming, Inc.
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Selling Entities. Sale and Solicitation of Variable Insurance Products Broker/Dealer and Selling Entities each represent that they will engage in the solicitation and sale of Insurance Policies in accordance with applicable securities laws and regulations. In this regard, Broker/Dealer may have established affiliation agreements with each of the Selling Entities pursuant to which such agencies may receive commissions from the sale of variable insurance products. In this process, Broker/Dealer represents that each Selling Entity is an associated person as that term is defined under Section 3(a)(18) of the Securities Exchange Act of 1934, as amended. Broker/Dealer further represents that it will maintain supervision and control over the activities of each Registered Representative appointed by a Selling Entity engaged in the solicitation and sales of Insurance Policies pursuant to this agreement. Broker/Dealer will ensure that each Selling Entity designated to receive commissions on behalf of Broker/Dealer will be licensed as required to receive commissions for the sale of variable products in each applicable state. Additionally, Broker/Dealer represents that individuals who are not properly licensed under securities laws and regulations will not engage in any way in the solicitation or sale of variable Insurance Policies. Broker/Dealers agrees that it will maintain such books and records (including but not limited to FOCUS reports) as are necessary to comply with the rules of the NASD or other self-regulatory organizations.
Sample 1Sample 2
Selling Entities. Notwithstanding any other provision of this Agreement to the contrary, the following items shall be excluded from the Acquired Assets (the “Excluded Assets”): (i) all corporate minute books, stock records, corporate seals, treasury shares and tax returns and supporting schedules of each Selling Entity (all of which shall be subject to Buyer’s right to inspect and copy); (ii) those assets being acquired by MHM pursuant to the MHM Purchase Agreement, which assets relate exclusively to Xxxxxxx Xxxxx’x Attestation Services, including, without limitation, any goodwill and engagement agreements associated with Xxxxxxx Xxxxx’x Attestation Services, as well as the exclusive right to market the Sellers’ client list for purposes of seeking attestation engagements; (iii) any Excess Cash of the Selling Entities; (iv) all shares of capital stock of MCCC; and (v) those items of the Selling Entities listed on Schedule 1.3; if any.
Sample 1
Selling Entities. The Company, Principal Underwriter , Wholesaling Agency and Wholesaling Broker-Dealer have entered into selling agreements with Selling Entities authorizing Selling Entities to solicit and procure applications for the Contracts. The Company, Principal Underwriter, Wholesaling Agency and Wholesaling Broker-Dealer make no representations or warranties on behalf of Selling Entities concerning any obligations of Selling Entities pursuant to such separate agreements. The Company, Principal Underwriter, Wholesaling Agency and Wholesaling Broker-Dealer shall not be responsible in any way for the activities of Selling Entities, their directors, officers, employees, agents, or representatives. Without limitation, Wholesaling Agency and Wholesaling Broker-Dealer shall not have any duty to: (a) supervise agents of Selling Entities; (b) make suitability determinations concerning the sale of Contracts to Selling Entities’ customers or otherwise act as the agent of record; (c) receive, take control or possession of, or otherwise forward customer funds to the Company; (d) ensure delivery of Contracts; (e) provide service to customers pertaining to Contracts; (f) verify customers’ identity under Section 326 of the USA PATRIOT Act; or (g) undertake any obligations other than providing Wholesaling Services, unless otherwise expressly stated herein.
Sample 1
Selling Entities. Within sixty (60) days after the Closing Date, Purchaser agrees to delete permanently the Selling Entities' names and the Selling Entities' Marks from all Assets in its possession or under its control, including, without limitation, promotional materials, drawings and signage.
Sample 1

Related to Selling Entities

  • Purchasing Entities This Participating Addendum may be used by (a) all departments, offices, institutions, and other agencies of the State of Vermont and counties (each a “State Purchaser”) according to the process for ordering and other restrictions applicable to State Purchasers set forth herein; and (b) political subdivisions of the State of Vermont and any institution of higher education chartered in Vermont and accredited or holding a certificate of approval from the State Board of Education as authorized under 29 V.S.A. § 902 (each an “Additional Purchaser”). Issues concerning interpretation and eligibility for participation are solely within the authority of the State of Vermont Chief Procurement Officer. The State of Vermont and its officers and employees shall have no responsibility or liability for Additional Purchasers. Each Additional Purchaser is to make its own determination whether this Participating Addendum and the Master Agreement are consistent with its procurement policies and regulations. The maximum dollar amount payable under this contract is not intended as any form of a guaranteed amount. The Contractor will be paid for products actually delivered or performed, as specified in Attachment A, up to the maximum allowable amount specified on page 1 of this contract. 1. Prior to commencement of work and release of any payments, Contractor shall submit to the State: a. a certificate of insurance consistent with the requirements set forth in Attachment C, Section 8 (Insurance), and with any additional requirements for insurance as may be set forth elsewhere in this contract; and 2. Payment terms are Net 30 days from the date the State receives an error-free invoice with all necessary and complete supporting documentation. 3. All invoices are to be rendered by the Contractor on the vendor's standard billhead and forwarded directly to the institution or agency ordering materials and shall specify the address to which payments will be sent.

  • SELLING STOCKHOLDERS The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrants, as of ________, 2023, assuming exercise of the warrants held by the selling stockholder on that date, without regard to any limitations on exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." The undersigned owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Certificate of Selling Stockholders A certificate, dated such Date of Delivery, of an Attorney-in-Fact on behalf of each Selling Stockholder confirming that the certificate delivered at Closing Time pursuant to Section 5(f) remains true and correct as of such Date of Delivery.

  • The Seller Subsection 14.01 Additional Indemnification by the Seller; Third Party Claims........................................... Subsection 14.02 Merger or Consolidation of the Seller..................

  • Selling Stockholders’ Documents On the date hereof, the Company and the Selling Stockholders shall have furnished for review by the Representatives copies of the Powers of Attorney and Custody Agreements executed by each of the Selling Stockholders and such further information, certificates and documents as the Representatives may reasonably request.

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • Expenses of the Selling Stockholders The Selling Stockholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors.

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