Common use of Solicitations as Agent Clause in Contracts

Solicitations as Agent. If agreed upon between an Agent, on the one hand, and Global Funding and an Issuing Trust, on the other hand, then such Agent, acting solely as an agent for such Issuing Trust and not as principal, will solicit offers for the purchase of Notes. Such Agent will communicate to such Issuing Trust, orally, each offer for the purchase of Notes solicited by it on an agency basis other than those offers rejected by such Agent. Such Agent shall have the right, in its discretion reasonably exercised, to reject any offer for the purchase of Notes, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. Such Issuing Trust may accept or reject any offer for the purchase of Notes, in whole or in part. Such Agent shall make reasonable efforts to assist such Issuing Trust in obtaining performance by each purchaser whose offer for the purchase of Notes has been solicited by it on an agency basis and accepted by such Issuing Trust. Such Agent shall not have any liability to such Issuing Trust in the event that any such purchase is not consummated for any reason. If such Issuing Trust shall default on its obligation to deliver Notes to a purchaser whose offer has been solicited by an Agent on an agency basis and accepted by such Issuing Trust, then (i) such Issuing Trust shall hold such Agent harmless against any loss, claim or damage arising from or as a result of such default by such Issuing Trust and (ii) the Issuing Trust shall be responsible to pay to such Agent any commission to which such Agent would otherwise be entitled absent such default.

Appears in 6 contracts

Samples: Distribution Agreement (Allstate Life Global Funding), Distribution Agreement (Allstate Life Global Funding), Distribution Agreement (Allstate Life Global Funding)

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Solicitations as Agent. If agreed upon between an Agentamong a Dealer or Dealers, on the one hand, Trust and Global Funding and an Issuing Trust, on the other handCompany in this Distribution Agreement, then such AgentDealer(s), acting solely as an agent or agents for such Issuing the Trust and not as principal, will solicit offers for the purchase of the Notes. Such Agent Dealer(s) will communicate to such Issuing the Company and Trust, orallyorally or in writing, each offer for the purchase of Notes solicited by it on an agency basis other than those offers rejected by such AgentDealer(s). Such Agent Each such Dealer shall have the right, in its discretion reasonably exercised, to reject any offer for the purchase of the Notes, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. Such Issuing The Trust may accept or reject any offer for the purchase of the Notes, in whole or in part. Such Agent Each such Dealer shall make reasonable efforts to assist such Issuing the Trust in obtaining performance by each purchaser whose offer for the purchase of the Notes has been solicited by it on an agency basis and accepted by such Issuing the Trust. Such Agent Each such Dealer shall not have any liability to such Issuing the Trust or Company in the event that any such purchase is not consummated for any reason. If such Issuing the Trust shall default on its obligation to deliver Notes to a purchaser whose offer has been solicited by an Agent a Dealer on an agency basis and accepted by such Issuing the Trust, then (i) such Issuing the Trust and Company shall hold such Agent Dealer harmless against any loss, claim or damage arising from or as a result of such default by such Issuing the Trust. Any purchase of Notes from the Trust and (ii) the Issuing Trust by a Dealer as an agent shall be responsible to pay to such Agent any commission to which such Agent would otherwise be entitled absent such defaultmade in accordance with Section 5(b) hereof.

Appears in 5 contracts

Samples: License Agreement (Protective Life Insurance Co), License Agreement (Protective Life Secured Trust 2003-1), Administration Agreement (Protective Life Insurance Co)

Solicitations as Agent. If agreed upon between an Agent, on Agent and the one hand, and Global Funding and an Issuing relevant Trust, on the other hand, then such Agent, acting solely as an agent for such Issuing Trust and not as principal, subject to the terms and conditions stated herein, will use its reasonable efforts to solicit offers for the purchase of Notes. Such Agent Agent, acting solely as agent for the relevant Trust and not as principal, will communicate to such Issuing Trustthe Company, orally, each offer for the purchase of Notes solicited by it on an agency basis other than those offers rejected by such Agent. Such Agent shall have the right, in its discretion reasonably exercised, to reject any offer for the purchase of Notes, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. Such Issuing Trust The Company, on behalf of such Trust, may accept or reject any offer for the purchase of Notes, in whole or in part. Such Agent shall make reasonable efforts to assist the Company on behalf of such Issuing Trust in obtaining performance by each purchaser whose offer for the purchase of Notes has been solicited by it on an agency basis and accepted by the Company on behalf of such Issuing Trust. Such Unless agreed to in writing by the Company, on behalf of such Trust, and such Agent, such Agent shall not have any liability to the Company or such Issuing Trust in the event that any such purchase is not consummated for any reason. If such Issuing Trust shall default on its obligation to deliver Notes to a purchaser whose offer has been solicited by an such Agent on an agency basis and accepted by the Company on behalf of such Issuing Trust, then the Company and such Trust, jointly and severally, shall (i) such Issuing Trust shall hold such Agent harmless against any loss, claim or damage arising from or as a result of such default by such Issuing Trust and (ii) the Issuing Trust shall be responsible to pay to such Agent any commission to which such Agent it would otherwise be entitled absent such default.

Appears in 4 contracts

Samples: Distribution Agreement (Principal Financial Group Inc), Distribution Agreement (Principal Life Insurance Co), Distribution Agreement (Ing Usa Annuity & Life Insurance Co)

Solicitations as Agent. If agreed upon between an Agent, on the one hand, Agent and Global Funding and an Issuing a Trust, on the other hand, then such Agent, acting solely as an agent for such Issuing Trust and not as principal, will use its reasonable efforts to solicit offers for the purchase of Notes. Such Agent will communicate to such Issuing Trust, orally, each offer for the purchase of Notes solicited by it on an agency basis other than those offers rejected by such Agent. Such Agent shall have the right, in its discretion reasonably exercised, to reject any offer for the purchase of Notes, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. Such Issuing Trust may accept or reject any offer for the purchase of Notes, in whole or in part. Such Agent shall make reasonable efforts to assist such Issuing Trust in obtaining performance by each purchaser whose offer for the purchase of Notes has been solicited by it on an agency basis and accepted by such Issuing Trust. Such Unless agreed to in writing by the Company, such Trust and such Agent, such Agent shall not have any liability to such Issuing Trust in the event that any such purchase is not consummated for any reason. If such Issuing Trust shall default on its obligation to deliver Notes to a purchaser whose offer has been solicited by an such Agent on an agency basis and accepted by such Issuing Trust, then the Company and such Trust, jointly and severally, shall (i) such Issuing Trust shall hold such Agent harmless against any loss, claim or damage arising from or as a result of such default by such Issuing Trust and (ii) the Issuing Trust shall be responsible to pay to such Agent any commission to which such Agent it would otherwise be entitled absent such default.

Appears in 4 contracts

Samples: Distribution Agreement (Principal Life Insurance Co), Distribution Agreement (Principal Life Insurance Co), Ing Usa Annuity & Life Insurance Co

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Solicitations as Agent. If agreed upon between an Agentthe Agent and the Seller, on the one hand, and Global Funding and an Issuing Trust, on the other hand, then such Agent, acting solely as an agent for such Issuing Trust the Seller and not as principal, will solicit offers for the purchase of the Direct Purchase Notes. Such The Agent will communicate to such Issuing Trustthe Seller, orally, each offer for the purchase of Direct Purchase Notes solicited by it on an agency basis other than those offers rejected by such the Agent. Such The Agent shall have the right, in its discretion reasonably exercised, to reject any offer for the purchase of Direct Purchase Notes, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. Such Issuing Trust The Seller may accept or reject any offer for the purchase of Direct Purchase Notes, in whole or in part. Such The Agent shall make reasonable efforts to assist such Issuing Trust the Seller in obtaining performance by each purchaser whose offer for the purchase of Direct Purchase Notes has been solicited by it the Agent on an agency basis and accepted by such Issuing Trustthe Seller. Such The Agent shall not have any liability to such Issuing Trust the Seller in the event that any such purchase is not consummated for any reason. If such Issuing Trust the Seller shall default on its obligation to deliver Direct Purchase Notes to a purchaser whose offer has been solicited by an the Agent on an agency basis and accepted by such Issuing Trustthe Seller, then the Seller shall (i) such Issuing Trust shall hold such the Agent harmless against any loss, claim or damage arising from or as a result of such default by such Issuing Trust the Seller and (ii) the Issuing Trust shall be responsible to pay to such the Agent any commission to which such Agent it would otherwise be entitled absent such default; provided, that no such commission shall be payable in the event that the Seller's failure to deliver the Direct Purchase Notes results from the purchase of the Underwritten Notes as set forth in the Underwriting Agreement not having been consummated because the circumstances described in Section 7(d) of the Underwriting Agreement shall have occurred.

Appears in 1 contract

Samples: CNH Capital Receivables Inc

Solicitations as Agent. If agreed upon between an Agentamong a Dealer or Dealers, on the one hand, Trust and Global Funding and an Issuing Trust, on the other handCompany in the Distribution Agreement, then such AgentDealer(s), acting solely as an agent or agents for such Issuing the Trust and not as principal, will solicit offers for the purchase of the Notes. Such Agent Dealer(s) will communicate to such Issuing the Company and Trust, orallyorally or in writing, each offer for the purchase of Notes solicited by it on an agency basis other than those offers rejected by such AgentDealer(s). Such Agent Each such Dealer shall have the right, in its discretion reasonably exercised, to reject any offer for the purchase of the Notes, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. Such Issuing The Trust may accept or reject any offer for the purchase of the Notes, in whole or in part. Such Agent Each such Dealer shall make reasonable efforts to assist such Issuing the Trust in obtaining performance by each purchaser whose offer for the purchase of the Notes has been solicited by it on an agency basis and accepted by such Issuing the Trust. Such Agent Each such Dealer shall not have any liability to such Issuing the Trust or Company in the event that any such purchase is not consummated for any reason. If such Issuing the Trust shall default on its obligation to deliver Notes to a purchaser whose offer has been solicited by an Agent a Dealer on an agency basis and accepted by such Issuing the Trust, then (i) such Issuing the Trust and Company shall hold such Agent Dealer harmless against any loss, claim or damage arising from or as a result of such default by such Issuing the Trust. Any purchase of Notes from the Trust and (ii) the Issuing Trust by a Dealer as an agent shall be responsible to pay to such Agent any commission to which such Agent would otherwise be entitled absent such defaultmade in accordance with Section 5(b) hereof.

Appears in 1 contract

Samples: Standard Distribution Agreement Terms (Protective Life Insurance Co)

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