DUTIES OF DEALER a. Dealer agrees to purchase Shares only from Distributor or from Dealer's customers.
b. Dealer agrees to enter orders for the purchase of Shares only from Distributor and only for the purpose of covering purchase orders Dealer has already received from its customers or for Dealer's own bona fide investment.
c. Dealer agrees to date and time stamp all orders received by Dealer and promptly, upon receipt of any and all orders, to transmit to Distributor all orders received prior to the time described in the Prospectus for the calculation of each Fund's net asset value so as to permit Distributor to process all orders at the price next determined after receipt by Dealer, in accordance with the Prospectus. Dealer agrees not to withhold placing orders for Shares with Distributor so as to profit itself as a result of such inaction.
d. Dealer agrees to maintain records of all purchases and sales of Shares made through Dealer and to furnish Distributor or regulatory authorities with copies of such records upon request. In that regard, Dealer agrees that, unless Dealer holds Shares as nominee for its customers or participates in the NSCC Fund/Serv Networking program, at certain matrix levels, it will provide Distributor with all necessary information to comply properly with all federal, state and local reporting requirements and backup and nonresident alien withholding requirements for its customer accounts including, without limitation, those requirements that apply by treating Shares issued by the Funds as readily tradable instruments. Dealer represents and agrees that all Taxpayer Identification Numbers ("TINs") provided are certified, and that no account that requires a certified TIN will be established without such certified TIN. With respect to all other accounts, including Shares held by Dealer in omnibus accounts and Shares purchased or sold through the NSCC Fund/Serv Networking program, at certain matrix levels, Dealer agrees to perform all federal, state and local tax reporting with respect to such accounts, including without limitation redemptions and exchanges.
e. Dealer agrees to distribute or cause to be delivered to its customers Prospectuses, proxy solicitation materials and related information and proxy cards, semi-annual and annual shareholder reports and any other materials in compliance with applicable legal requirements, except to the extent that Distributor expressly undertakes to do so in writing.
f. Dealer agrees that if any Share is repurc...
DUTIES OF DEALER. You agree:
(a) To act as principal, or as agent on behalf of your customers, in all transactions in shares of the Funds except as provided in Section 4 hereof. You shall not have any authority to act as agent for the issuer (the Funds), for the Principal Underwriter, or for any other dealer in any respect, nor will you represent to any third party that you have such authority or are acting in such capacity.
(b) To purchase shares only from us or from your customers.
(c) To enter orders for the purchase of shares of the Funds only from us and only for the purpose of covering purchase orders you have already received from your customers or for your own bona fide investment.
(d) To maintain records of all sales, redemptions and repurchases of shares made through you and to furnish us with copies of such records on request.
(e) To distribute prospectuses and reports to your customers in compliance with applicable legal requirements, except to the extent that we expressly undertake to do so on your behalf.
(f) That you will not withhold placing customers' orders for shares so as to profit yourself as a result of such withholding or place orders for shares in amounts just below the point at which sales charges are reduced so as to benefit from a higher sales charge applicable to an amount below the breakpoint.
(g) That if any shares confirmed to you hereunder are repurchased or redeemed by any of the Funds within seven business days after such confirmation of your original order, you shall forthwith refund to us the full concession, allowed to you on such orders, including any payments we made to you from our own resources as provided in Section 6(b) hereof with respect to such orders. We shall forthwith pay to the appropriate Fund the share, if any, of the sales charge we retained on such order and shall also pay to such Fund the refund of the concession we receive from you as herein provided (other than the portion of such concession we paid to you from our own resources as provided in Section 6(b) hereof). We shall notify you of such repurchase or redemption within a reasonable time after settlement. Termination or suspension of this Agreement shall not relieve you or us from the requirements of this subsection.
(h) That if payment for the shares purchased is not received within the time customary or the time required by law for such payment, the sale may be canceled without notice or demand and without any responsibility or liability on our part or on the pa...
DUTIES OF DEALER a. Dealer agrees to deliver to each of its Clients making purchases, prior to the time of sale, a copy of the Fund’s then current Prospectus, a subscription application (the “Subscription Application”), and a fee disclosure statement.
b. Dealer agrees to record on the order the date on which the order for the purchase or sale of Shares was received by Dealer, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by Dealer, in each case as described in the Prospectus.
c. Dealer agrees not to withhold intentionally the placing of orders by its clients for Shares with Distributor so as to profit itself as a result of such inaction.
d. Dealer agrees to maintain records of all purchases and sales of Shares made through Dealer for at least the period required under applicable law and upon request from a regulatory authority or as required under applicable law to furnish such regulatory authority with copies of such records.
e. Dealer agrees that it will not make any conditional orders for the purchase or repurchase of Shares and acknowledges that Distributor will not accept conditional orders for Shares.
f. Except as otherwise agreed by Dealer and Distributor, the parties agree that all out-of-pocket expenses incurred by such party in connection with its activities under this Agreement will be borne by such party.
g. Dealer agrees that it will assist with the following Dealer Shareholder (as defined in Section 4(b)) services on an ongoing basis:
(i) providing administrative, operational and infrastructural support for the selling of Shares and settlement of Fund transactions with Dealer Shareholders, as necessary;
(ii) handling inquiries regarding the Fund from Dealer Shareholders who own Shares, including but not limited to, questions concerning such Dealer Shareholders’ investments in the Fund, repurchase offers, reports and tax information provided by the Fund;
(iii) assisting in the enhancement of relations and communications between Dealer Shareholders and the Fund;
(iv) assisting in the establishment and maintenance of Dealer Shareholders’ accounts with the Fund, including notifying Distributor of any changes in the account information of a Dealer Shareholder;
(v) assisting in receiving and forwarding purchase and repurchase requests and payments to and from Dealer Shareholders; and
(vi) providing such other similar services as Distributor may reasonably request t...
DUTIES OF DEALER. (i) Dealer agrees to enter orders for the purchase of Units only for the purpose of covering purchase orders Dealer has already received from its customers or for Dealer's own bona fide investment.
(ii) Dealer agrees to date and time stamp all orders for the purchase or sale of Units received by Dealer, and to promptly forward such orders to TSCD in time for processing at the public offering price next determined after receipt of such orders by Dealer, in each case as described in the applicable Prospectus. Dealer represents that it has procedures in place reasonably designed to ensure that orders received by Dealer are handled in a manner consistent with Section 22(c) under the 1940 Act, and any rules, SEC staff positions or interpretations issued thereunder.
(iii) Dealer agrees not to withhold placing orders for Units so as to profit as a result of such withholding.
(iv) Dealer agrees to maintain records of all purchases and sales of Units made through Dealer and to furnish TSCD or regulatory authorities with copies of such records upon request. Dealer agrees to perform all federal, state and local reporting and recordkeeping requirements with respect to customer accounts, including, without limitation, redemptions and exchanges.
(v) Dealer agrees to distribute or cause to be delivered to its customers Prospectuses, unitholder reports and any other materials in compliance with applicable legal requirements, except to the extent that TSCD expressly undertakes in writing to do so on Dealer's behalf.
(vi) Dealer agrees that payment for Units ordered from TSCD shall be in immediately available funds and that such funds shall be received by TSCD by the earlier of: (A) the end of the third (3rd) business day following Dealer's receipt of the customer's order to purchase such Units; or (B) the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the "1934 Act"). If such payment is not received by TSCD by such date, Dealer shall forfeit its right to any compensation with respect to such order, and TSCD reserves the right, without notice, to cancel the sale, or, at its option, to sell the Units ordered back to the Trust, in which case TSCD may hold Dealer responsible for any loss, including loss of profit, suffered by TSCD resulting from Dealer's failure to make payment. If a purchase is made by check, the purchase is deemed made upon conversion of the purchase instrument into immediately available fund...
DUTIES OF DEALER. 6 Article 7 - Duties of Corporation & Distributor..............................8 Article 8 - Minimum Purchases...............................................10 Article 9 - Exclusivity.....................................................10 Article 10 - Warranty.......................................................12
DUTIES OF DEALER. 6.1 The Dealer, at its own cost and expense, shall use all reasonable commercial efforts to develop and exploit the maximum sales for the entire line of the Products in the Territory. This covenant to use all reasonable commercial efforts shall include without limitation the following obligations:
(a) Dealer shall actively sell the products within Dealer's territory.
(b) Dealer shall ensure that its sales staff are fully trained and knowledgeable about the Products.
DUTIES OF DEALER. You agree:
DUTIES OF DEALER a. Dealer agrees to deliver to each of its Clients making purchases of Shares, prior to the time of offer, a copy of the Company’s then-current Prospectus, including a Subscription Agreement, and may deliver Authorized Sales Materials subject to the terms herein, all as amended from time to time (together with the Prospectus and the form of Subscription Agreement collectively, the “Offering Materials”).
b. Dealer agrees to maintain records of all purchases and sales of Shares made through Dealer for at least the period required under applicable law and upon request from a regulatory authority or as required under applicable law to furnish such regulatory authority with copies of such records.
c. Except as set forth in Schedule I hereto or as otherwise agreed by Dealer and the Dealer Manager, the parties agree that all out-of-pocket expenses incurred by such party in connection with its activities under this Agreement will be borne by such party.
d. If the Dealer Manager believes that the contact information of a Dealer Shareholder (as defined below) has changed, the Dealer Manager may request such information from Dealer. For purposes of this Agreement, a “Dealer Shareholder” shall include any person or entity that invests in the Company through Dealer during the term of this Agreement.
e. Dealer will provide the Dealer Manager such information relating to the offer and sale of the Shares by it as the Dealer Manager may from time to time reasonably request to enable the Dealer Manager or the Company, as the case may be, to prepare such reports of sale as may be required to be filed under applicable federal or state securities laws and the rules and regulations thereunder.
DUTIES OF DEALER. Dealer agrees to comply with the following terms and conditions when selling an Extended Payment Terms Contract:
a. Dealer shall require and receive from the Purchaser a minimum down payment of 10% of the Total Sale Price (defined below) for each such Extended Payment Terms Contract.
b. SPP shall be designated by the Dealer in the Lienholder section of the completed Vehicle Service Contract application for the transaction as the lienholder thereunder. SPP, as designated in the Retail Installment Contract, will be the recipient of the installment payments, and is given authorization by Purchaser to collect the same monthly by debit or charge, as applicable, to Purchaser’s checking or credit card account.
c. Dealer shall forward to the Administrator, within seven (7) business days after the sale, the Vehicle Service Contract and such other items as are customarily provided when a Vehicle Service Contract is sold without the Payment Plan Agreement, together with the original executed copy of the Retail Installment Contract, the Lienholder's copy of the completed Vehicle Service Contract, and if applicable the Purchaser’s voided check.
d. SPP and the Administrator shall then confirm with each other the issuance of such Vehicle Service Contract and the sale thereof with the Payment Plan Agreement.
e. The Account Price that Dealer will receive and the terms for payment thereof are set forth in Section 3 below.
f. SPP shall receive for its services the “SPP Fee” defined in Section 3 below.
g. Dealer shall only use forms that have been approved in writing by Administrator for use in SPP's payment plan program. Dealer agrees to follow the policy and procedures set forth in the Payment Plan Program Operations Manual issued by Administrator, and to properly use and complete the forms provided by Administrator and any revisions or amendments thereto. A copy of the currently effective Payment Plan Program Operations Manual is attached hereto as Exhibit “B” and incorporated herein by this reference. SPP and Administrator may amend the amount of the SPP Fee, and other operating procedures from time to time, upon at least 30 days prior written notice to Dealer.
h. Accounts having an Account Price of $10,000 or more are not eligible for the SPP Payment Plan program.
i. Dealer, at its expense, shall apply for, obtain and maintain any and all licenses required by the jurisdictions in which it is doing business, including but not limited to any license needed in order to be a...
DUTIES OF DEALER. In satisfaction of its duties under this Agreement, Dealer shall undertake the following duties in a professional manner to the satisfaction of Company:
4.1 Provide support services for Company's Products;
4.2 Provide Company with quarterly sales reports setting forth Dealer's sales goals, and performance;
4.3 Notify Company immediately of any threatened or any actual legal action against Company or Dealer regarding the Products;
4.4 Comply with all applicable international, territorial, federal, provincial, and local laws, ordinances, and regulations in connection with Dealer 's performance of this Agreement;
4.5 Obtain all licenses, permits, government approvals, customs duties, and any and all other licenses pertaining to shipment of equipment to, and services in the Territory;
