Selling Firms Sample Clauses

Selling FirmsSubject to NW’s prior approval, NW authorizes Distributor to enter into Selling Agreements, on such terms and conditions that are consistent with this Agreement, with one or more Selling Firms that agree to participate in the solicitation of sales of the Contracts. NW shall join Distributor as a party to such Selling Agreements. Selling Firms shall be registered as a broker-dealer under the 1934 Act and as a member of FINRA. Distributor shall take reasonable steps to ensure that any Selling Firm and its Selling Firm Representatives soliciting applications for Contracts are duly and appropriately licensed and registered to engage in the sale of such Contracts under all applicable securities and insurance laws, rules and regulations prior to the execution of a Selling Agreement. Distributor shall be responsible for investigating the background of any Selling Firm prior to entering into any Selling Agreement and shall inform NW of its findings. Distributor and NW agree to include within such Selling Agreement provisions reasonably designed to ensure that: (i) Activities of Selling Firm and Selling Firm Representatives related to sales of Contracts are in compliance with applicable laws, rules and regulations; (ii) Selling Firm properly supervises their Selling Firm Representatives in accordance with applicable laws, rules and regulations; (iii) Selling Firm indemnifies NW and Distributor for the acts or omissions of Selling Firm Representatives insofar as they relate to their solicitation activities related to sales of the Contracts; and (iv) Selling Firm adheres to transaction processing policies established by NW and Distributor. NW or Distributor reserves the right, in its discretion, to terminate its Selling Agreement with a Selling Firm, at any time and shall promptly notify each other when such an event occurs.
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Selling Firms. The Agents shall be entitled to appoint a soliciting dealer group consisting of other registered dealers (each a "Selling Firm") acceptable to the Company for the purpose of arranging for purchasers of the Subscription Receipts. The Agents have the exclusive right to determine the remuneration payable by the Agents to such other registered dealers appointed by it out of the compensation payable by the Company to the Agents, provided, however, in no case shall such remuneration exceed that payable to the Agents hereunder.
Selling FirmsThe Underwriters shall be permitted to appoint additional duly registered investment dealers or brokers (each, a “Selling Firm”) as its agents in the offering of the Securities and the Representatives may determine the remuneration payable to such Selling Firm. The Underwriters may offer the Securities, directly and through Selling Firms or any affiliate of the Underwriters, in the Qualifying Jurisdictions and the United States for sale to the public or to purchasers otherwise permitted to purchase the Securities in accordance with the 1933 Act, the 1933 Act Regulations and the Canadian Securities Laws and upon the terms and conditions set forth in the General Disclosure Package and in this Agreement. Each Underwriter shall require any Selling Firm appointed by such Underwriter to agree to the foregoing and such Underwriter shall be severally responsible for the compliance by such Selling Firm with the provisions of this Agreement. The Representatives shall promptly (and in any event within two Business Days from the completion of the distribution of the Securities) notify the Company when, in their opinion, the distribution of the Securities has ceased and will provide to the Company, as soon as practicable thereafter, a breakdown of the number of Securities distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Qualifying Authorities and, if applicable, in the United States.
Selling Firms. As noted above, Brighthouse Securities, and in certain cases, we, have entered into selling agreements with selling firms for the sale of the Contracts. Selling firms receive commissions, and may receive some form of non-cash compensation. Certain selected selling firms receive additional compensation (described below under “Additional Compensation for Selected Selling Firms”). These commissions and other incentives or payments are not charged directly to Owners. We intend to recoup commissions and other sales expenses through the charges and deductions under the Contract. A portion of the payments made to selling firms may be passed on to their financial representatives in accordance with the selling firms’ internal compensation programs. Those programs may also include other types of cash and non-cash compensation and other benefits. Financial representatives of the selling firms may also receive non-cash compensation, pursuant to their firm’s guidelines, directly from us or Brighthouse Securities.
Selling Firms. Any Selling Firms You recommend for appointment by Us must be qualified to sell our Products, subject to the standards and conditions set forth in the Procedures Supplement to this Agreement.
Selling FirmsSubject to JNLIC-NY’s prior approval, JNLIC-NY authorizes Distributor to enter into Selling Agreements, on such terms and conditions that are consistent with this Agreement, with one or more Selling Firms that agree to participate in the solicitation of sales of the Contracts. JNLIC-NY shall join Distributor as a party to such Selling Agreements. Selling Firms shall be registered as a broker-dealer under the 1934 Act and as a member of FINRA. Distributor shall take reasonable steps to ensure that any Selling Firm and its Selling Firm Representatives soliciting applications for Contracts are duly and appropriately licensed and registered to engage in the sale of such Contracts under all applicable securities and insurance laws, rules and regulations prior to the execution of a Selling Agreement. Distributor shall be responsible for investigating the background of any Selling Firm prior to entering into any Selling Agreement and shall inform JNLIC-NY of its findings. Distributor and JNLIC-NY agrees to include within such Selling Agreement provisions reasonably designed to ensure that:

Related to Selling Firms

  • Consulting Firm If at the end of such periods contemplated by subsection 3 above, the parties do not mutually agree on a Corrective Action Plan, then either party may refer the Corrective Action Plan to a mutually agreed, nationally (U.S.) recognized consulting firm with applicable expertise in such matters (the “Consulting Firm”) and each party shall execute any reasonable engagement letter requested by such Consulting Firm. If the Purchasers and the Sellers fail to agree on the choice of a Consulting Firm within three (3) Business Days of either party electing to refer the Corrective Action Firm to a Consulting Firm, then the Sellers and Purchasers shall each select one nationally (U.S.) recognized consulting firm with applicable expertise in such matters and those two consulting firms will select a third nationally (U.S.) recognized consulting firm to be the Consulting Firm. The fees and expenses of any Consulting Firms selected pursuant to this Section II.A.4 shall be borne equally by the Sellers, on the one hand, and the Purchasers, on the other hand,.

  • Purchaser The signatory party to this Contract other than the Administrator. Purchaser is also defined to include employees and agents of the Purchaser authorized to conduct activities as required for execution of the timber sale Contract. As an independent contractor, neither the Purchaser, its employees or agents are considered employees of the State of Montana pursuant to work performed under this Contract.

  • Potential Investor’s Representative The Potential Investor, if any, has appointed the Potential Investor’s Representative, if any, identified above, as Potential Investor’s broker or other intermediary with respect to the purchase of the Property. The Potential Investor agrees to pay out of Potential Investor’s own funds all brokerage fees, finder's fees or any other compensation claimed by the Potential Investor’s Representative or any broker or intermediary other than JLL in connection with Potential Investor’s interest in or proposed or actual purchase of the Property or any interest therein. The Potential Investor’s Representative, if any, by signing below, agrees to be bound by all the terms and conditions of this Agreement whether stated as obligations of the Potential Investor or a Related Party under the terms and conditions of this Agreement. The Potential Investor’s Representative, if any, further agrees by signing below that it will not look to the Owner, JLL or any Owner/JLL Related Party for any brokerage commissions, finder's fee or any other compensation claimed in connection with the sale of the Property or any interest therein to the Potential Investor or any other party (whether or not consummated for any reason). The Potential Investor's Representative, if any, by its signature hereto agrees herewith that its authorization to act in any capacity with respect to the purchase of the Property is limited to representing the Potential Investor and agrees that it will not discuss or exchange any information regarding the Property with any party other than the Potential Investor. Potential investor and Potential Investor’s Representative, if any, by its signature hereto agree to hold JLL and Owner, its officers, directors, partners, employees, agents, representatives, and any of their affiliates, beneficiaries, successors, and assigns harmless from, and shall indemnify and defend them against any and all fines, losses, damages suites, claims actions, demands, liabilities, costs and expenses (including court costs and attorney’s fees) of any kind, nature or character (collectively, the “Claims”), in connection with, related to, resulting from or arising or alleged to have arisen in connection with the Potential Investor’s Representative’s actions.

  • Purchaser Representative (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Xxxxxx Xxxxxx, in the capacity as the Purchaser Representative, as each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of such Person, to act on behalf of such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnified Party any indemnification claims by any of them under Article VI; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Purchaser Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Purchaser Representative Documents; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other out-of-pocket fees and expenses allocable or in any way relating to such transaction or any indemnification claim; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Purchaser Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Seller or the Seller Stockholders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Company, the Seller Representative, the Seller or any Indemnifying Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 9.16 are irrevocable and coupled with an interest. The Purchaser Representative xxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement. (b) The Purchaser Representative shall not be liable for any act done or omitted under any Purchaser Representative Document as the Purchaser Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Purchaser shall indemnify, defend and hold harmless the Purchaser Representative from and against any and all Losses incurred without gross negligence, bad faith or willful misconduct on the part of the Purchaser Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Purchaser Representative’s duties under any Purchaser Representative Document, including the reasonable fees and expenses of any legal counsel retained by the Purchaser Representative. In no event shall the Purchaser Representative in such capacity be liable under or in connection with any Purchaser Representative Document for any indirect, punitive, special or consequential damages. The Purchaser Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the Purchaser Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Purchaser Representative shall have the right at any time and from time to time to select and engage, at the cost and expense of the Purchaser, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as the Purchaser Representative may deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and powers granted to the Purchaser Representative under this Section 9.16 shall survive the Closing and continue indefinitely. (c) The Person serving as the Purchaser Representative may resign upon ten (10) days’ prior written notice to the Purchaser and the Seller Representative, provided, that the Purchaser Representative appoints in writing a replacement Purchaser Representative. Each successor Purchaser Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Purchaser Representative, and the term “Purchaser Representative” as used herein shall be deemed to include any such successor Purchaser Representatives.

  • Accounting Firm The accounting firm engaged by the Company for general tax purposes as of the day prior to the Change in Control will perform the calculations set forth in Section 10(a). If the firm so engaged by the Company is serving as the accountant or auditor for the acquiring company, the Company will appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company will bear all expenses with respect to the determinations by such firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder will provide its calculations, together with detailed supporting documentation, to the Company within 30 days before the consummation of a Change in Control (if requested at that time by the Company) or such other time as requested by the Company. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it will furnish the Company with documentation reasonably acceptable to the Company that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder will be final, binding and conclusive upon the Company and Executive.

  • Buyer Buyer is responsible to provide clear instructions, approvals and timely payments for the services availed

  • The Purchaser is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or

  • Dealer Manager Behringer Securities LP, an Affiliate of the Advisor, or such Person selected by the Board to act as the dealer manager for an Offering.

  • 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”).

  • SELLING STOCKHOLDERS

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