Sub-Distribution Agreements. DISTRIBUTOR shall require that each Sub-Contractor executes a written agreement, including a quality agreement and pharmacovigilance agreement (where necessary) with DISTRIBUTOR. No Sub-Contractor shall have the right to sublicense any rights.

Sub-Distribution Agreements. Any agreement entered into by Rogers or Shaw --------------------------- (directly or indirectly through an entity controlled by Rogers and Shaw) with a sub-distributor shall: (A) be substantially in the standard form of sub-distributor or affiliation agreement to be approved by the parties hereto and shall not be altered in any material respect without the prior written consent of @Home, which consent shall not be unreasonably withheld. Provided that, such sub-distribution agreements shall be entered into only with sub-distributors in accordance with sub-distribution guidelines, which shall be mutually agreed upon by the parties hereto; (B) provide for such management fees to be paid by such sub-distributor to Rogers and/or Shaw, as applicable, for establishing and managing the relationship with such sub-distributor. Such management fee will be set by the Rogers and Shaw and shall be approved by @Home, acting reasonably, and shall be sufficient to cover at least Rogers' and Xxxx'x costs and investment in connection with such establishment and management. Rogers and/or Shaw, as applicable, may charge additional fees to the sub-distributors for additional or incremental services such as billing or customer support; and (C) provide that the rights granted to sub-distributors which require performance by @Home, shall be no greater than the rights granted to Rogers and Shaw by @Home and that such sub-distributors shall be subject to performance standards in order to maintain exclusivity. Rogers and Shaw shall promptly notify @Home of any material breach under any such sub-distributor or affiliation agreement. Each of Rogers and Shaw (directly or indirectly through an entity controlled by Rogers and Shaw) will diligently enforce the provisions of any sub-distributor or affiliation agreement.

Sub-Distribution Agreements. EXHIBIT H attached hereto contains a true and complete list of Maron's sub-distributors, and prior to the Closing Maron shall have delivered to Company true and complete copies of all of Maron's agreements with such sub-distributors. Such agreements contain the complete agreements between Maron and each such sub-distributor, and are valid and in full force and effect, to Kim's and Maron's best knowledge, and, to Kim's and Maron's best knowledge, there are no liabilities of Maron connected with such agreements which have not been previously disclosed to Company.

Sub-Distribution Agreements. Alex. Xxxxx may enter into sub-distribution agreements (the "Sub-Distribution Agreements") with any securities dealer who is registered under the Securities Exchange Act of 1934 and a member in good standing or the NASD, who may wish to act as a Participating Dealer in connection with the proposed offering. All Sub-Distribution Agreements shall be in substantially the form of the agreement attached hereto as Exhibit "A". For processing Fund shareholders' redemption orders, responding to the inquiries from Fund shareholders concerning the status of their accounts and the operations of the Fund and communicating with the Fund, its transfer agent and Alex. Xxxxx, Xxxx. Xxxxx may pay each such Participating Dealer an amount not to exceed that portion of the compensation paid to Alex. Xxxxx hereunder that is attributable to accounts of Fund shareholders who are customers of such Participating Dealer.

Sub-Distribution Agreements. As soon as reasonably practicable following the execution and delivery of this Agreement: (1) With respect to the EMEA Co-Promotion Countries, the Local Affiliates of M will enter into Sub-Distribution Agreements in the form attached hereto as Exhibit 7 (with such variations as may be necessary to comply with local laws and regulations), with MSDIS pursuant to which each M Local Affiliate will purchase finished, packaged Cholesterol Products from MSDIS for sale in the EMEA Co-Promotion Countries. (2) With respect to the EMEA Co-Branding Countries, Local Affiliates of each of M and S-P will enter into separate, identical (except for the name of the Local Affiliate) Sub-Distribution Agreements in the form attached hereto as Exhibit 7 (with such variations as may be necessary to comply with local laws and regulations), with MSDIS pursuant to which such M and S-P Local Affiliates will purchase finished, packaged Cholesterol Products from MSDIS for sale in the EMEA Co-Branding Countries. (3) With respect to each EMEA Single Presence Country, whichever of M or S-P is deemed to have the single presence in such country, will arrange for one of its Local Affiliates to enter into a Sub-Distribution Agreement in the form attached hereto as Exhibit 7 (with such variations as may be necessary to comply with local laws and regulations), with MSDIS pursuant to which such M or S-P Local Affiliate will purchase finished, packaged Cholesterol Products from MSDIS for sale in that EMEA Single Presence Country. (4) In the event that the M Local Affiliate that enters into the Sub-Distribution Agreement with MSDIS in an EMEA Co-Promotion Country pursuant to Section 2.1(g)(1), or another Local affiliate, has failed for any reason (including without limitation an event of force majeure), to perform, in any material respect, its obligations under the Sub-Distribution Agreement entered into pursuant to this Section 2.1(g)(1), such failure to perform is not cured and performance by the M Local Affiliate or any other M Local Affiliate is not resumed within sixty (60) days of written notice by S-P of such failure and S-P (or its designated Affiliate) can demonstrate to the Singapore Partnership that it has the ability and the facilities and expertise to assume the rights and responsibilities of the applicable M Local Affiliate, then S-P (or its designated Affiliate) shall have the right to assume the rights and responsibilities of the applicable M Local Affiliate under the Sub-Distribu...

Related to Sub-Distribution Agreements

Distribution Agreements Subject to compliance with applicable provisions of the 1940 Act, the Board of Trustees may enter into a contract or contracts with one or more Persons to act as underwriters and/or placement agents whereby the Trust may either agree to sell Shares of the Trust, any Series or Class to the other party or parties to the contract or appoint such other party or parties its sales agent or agents for such Shares. In either case, the contract shall be on such terms and conditions as the Board of Trustees may in its discretion determine, not inconsistent with the provisions of this Section 5.12 or the By-laws; and such contract may also provide for the repurchase or sale of Shares of the Trust, any Series or Class by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with Persons who are not registered securities dealers to further the purposes of the distribution or repurchase of such Shares.
Distribution Agreement This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company. The transactions contemplated by this Agreement have been duly authorized by the Company.
Contribution Agreement The Agent shall have received an executed counterpart of the Contribution Agreement.
Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.
Company Lock Up Agreements The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement Agent, it will not for a period of thirty (30) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, (ii) the issuance by the Company of ADSs upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.
Distribution Arrangements Subject to compliance with the 1940 Act, the Trustees may retain underwriters and/or placement agents to sell Trust Shares. The Trustees may in their discretion from time to time enter into one or more contracts, providing for the sale of the Shares of the Trust, whereby the Trust may either agree to sell such Shares to the other party to the contract or appoint such other party its sales agent for such Shares. In either case, the contract shall be on such terms and conditions as the Trustees may in their discretion determine not inconsistent with the provisions of this Article IV or the By-Laws; and such contract may also provide for the repurchase or sale of Shares of the Trust by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with persons who are not registered securities dealers to further the purposes of the distribution or repurchase of the Shares of the Trust.
Lock-Up Agreements At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit C hereto signed by the persons listed on Schedule D hereto.
Sub-Agreements Party shall not assign, subcontract or subgrant the performance of this Agreement or any portion thereof to any other Party without the prior written approval of the State. Party shall be responsible and liable to the State for all acts or omissions of subcontractors and any other person performing work under this Agreement pursuant to an agreement with Party or any subcontractor.
Multi-Class Distribution Arrangements You understand and acknowledge that the Funds may offer Shares in multiple classes, and you represent and warrant that you have established compliance procedures designed to ensure that your customers are made aware of the terms of each available class of Fund Shares, to ensure that each customer is offered only Shares that are suitable investments for him or her, to ensure that each customer is availed of the opportunity to obtain sales charge break points as detailed in the Prospectus, and to ensure proper supervision of your representatives in recommending and offering the Shares of multiple classes to your customers.
Final Distribution on the Certificates If on any Determination Date, the Master Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Certificate Account, the Master Servicer shall direct the Trustee promptly to send a final distribution notice to each Certificateholder. If the Master Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.1, at least 20 days prior to the date notice is to be mailed to the affected Certificateholders, the Master Servicer shall notify the Depositor and the Trustee of the date the Master Servicer intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 10th day and no later than the 15th day of the month next preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Master Servicer will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Certificate Account to be remitted to the Trustee for deposit in the applicable subaccounts of the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Master Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Certificateholders of each Class, in the order set forth in Section 4.2 hereof, on the final Distribution Date, in the case of the Certificateholders, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (i) as to each Class of Regular Certificates, the Class Certificate Balance thereof plus accrued interest thereon in the case of an interest bearing Certificate, and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Holders of each of the Class I-A-R Certificates shall be entitled to all unclaimed funds and other assets of the Trust Fund, held for distribution to such Certificateholders, which remain subject hereto.

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