Distribution by Agents Sample Clauses
The 'Distribution by Agents' clause defines the terms under which agents are authorized to distribute a product or service on behalf of a principal. Typically, this clause outlines the scope of the agent's authority, any limitations on their activities, and the conditions under which they may market or sell the product. For example, it may specify geographic territories, target customers, or compliance requirements the agent must follow. The core function of this clause is to clearly delineate the rights and responsibilities of agents in the distribution process, thereby reducing the risk of unauthorized actions and ensuring consistent standards in the distribution chain.
Distribution by Agents. (a) Unless the Applicable Agent shall have received notice from the Applicable Borrower prior to the date on which any payment is due to such Agent for the account of the Applicable Lenders or the Issuing Lender hereunder that such Borrower will not make such payment, the Applicable Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Applicable Lenders or the Issuing Lender, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Applicable Lenders or the Issuing Lender, as the case may be, severally agrees to repay to the Applicable Agent forthwith on demand the amount so distributed to such Lender or the Issuing Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Applicable Agent, at the greater of the Federal Funds Rate and a rate determined by the Applicable Agent in accordance with banking industry rules on interbank compensation. A notice of the Applicable Agent to any Applicable Lender or Borrowers with respect to any amount owing under this subsection (a) shall be conclusive, absent manifest error.
(b) If a court of competent jurisdiction shall adjudge that any amount received and distributed by any Agent is to be repaid, each Person to whom any such distribution shall have been made shall either repay to such Agent its proportionate share of the amount so adjudged to be repaid or shall pay over the same in such manner and to such Persons as shall be determined by such court.
Distribution by Agents. If in the opinion of an Agent the distribution of any amount received by it in such capacity hereunder, under the Notes or under any of the other Loan Documents might involve it in liability, it may refrain from making distribution until its right to make distribution shall have been adjudicated by a court of competent jurisdiction. If a court of competent jurisdiction shall adjudge that any amount received and distributed by an Agent is to be repaid, each Person to whom any such distribution shall have been made shall either repay to such Agent its proportionate share of the amount so adjudged to be repaid or shall pay over the same in such manner and to such Persons as shall be determined by such court.
Distribution by Agents. 15.2.1 If an Agent receives a payment for the account of another Party in connection with this Agreement, such Agent shall make that payment available to such Party for value the same day by transfer to such account of such Party with such bank in the principal financial centre of the country of the currency of such payment as that Party shall have previously notified to that Agent in writing for this purpose.
15.2.2 If a sum is paid under this Agreement to an Agent for the account of another Party, such Agent shall not be obliged to pay that amount to that Party until such Agent has established, to its satisfaction, that it has actually received and retained that sum.
15.2.3 Each Agent may, but shall not be obliged to, assume that it has received and retained all amounts payable to it under this Agreement on the due date and, in reliance on that assumption, make available to the relevant Party a corresponding amount. If, however, such a sum has not been received and retained by such Agent the relevant Party shall, on demand by such Agent -------------------------------------------------------------------------------- 41 promptly refund the corresponding amount to such Agent together with interest on that amount from (and including) the date of payment by such Agent to (but excluding) the date such amount is repaid to such Agent in full, at a rate calculated by such Agent so as to reflect its cost of funding such payment.
Distribution by Agents. If in the opinion of either of the ---------------------- Agents the distribution of any amount received by it in such capacity hereunder, under the Revolving Credit Notes or under any of the other Loan Documents might involve it in liability, it may refrain from making distribution until its right to make distribution shall have been adjudicated by a court of competent jurisdiction. If a court of competent jurisdiction shall adjudge that any amount received and distributed by either of the Agents is to be repaid, each Person to whom any such distribution shall have been made shall either repay to such Agent its proportionate share of the amount so adjudged to be repaid or shall pay over the same in such manner and to such Persons as shall be determined by such court.