Duties of Distributor Clause Samples

Duties of Distributor. The following provisions shall apply to the obligations of OSI as distributor under this Agreement: (a) Each Fund agrees to sell Shares through OSI, as agent, from time to time during the term of this Agreement upon the terms and at the current offering price described in the Fund’s prospectus. Such sales may, however, be suspended whenever in the judgment of the Fund it is in the best interests to do so. (b) OSI will hold itself available to receive or will arrange for the receipt of orders for the purchase of Shares and will (and shall have the authority to) receive and accept or reject or arrange for the receipt and acceptance or rejection of such orders on behalf of each Fund in accordance with the provisions of the Fund’s prospectus. (c) OSI shall not be obligated to sell any certain number of Shares. (d) In performing its duties hereunder, OSI shall act in conformity with the Trust’s Agreement and Declaration of Trust, By-Laws, Registration Statement and prospectus, and with the instructions and directions of the officers and Trustees of the Trust, and shall comply with and conform to the requirements of the 1940 Act, the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), and all other applicable federal and state laws, regulations and rulings and rules of the Financial Industry Regulatory Authority (“FINRA”). (e) OSI shall be free to render to others services different from or similar to those rendered to the Funds hereunder so long as the services hereunder are not impaired thereby. It further is understood and agreed that by separate agreement with the Trust, OSI may also serve the Funds in other capacities; that officers or employees of OSI may serve as officers or Trustees of the Trust to the extent permitted by law; and OSI or its officers or employees are not prohibited from engaging in any other business activity or from rendering services to any other entity, or from serving as officers, directors or trustees of any other organizations, including investment companies.

Duties of Distributor. 6.1 Distributor shall use its reasonable commercial efforts commensurate with its overall business to vigorously promote the sale of the Products. 6.2 Both parties mutually agree to take steps to stock Distributor’s inventory of the Products in [* * *] with the intent of maintaining [* * *] percent [* * *] of Distributor’s inventory in those [* * *] from the Effective Date. Distributor shall be eligible for Xilinx’s inventory relief program pursuant to Addendum A. 6.3 Distributor shall send to Xilinx by electronic means point of sale, inventory, and end customer backlog reports, transaction data, and business performance metrics in the form and in the time frame requested by Xilinx in the Guidelines. 6.4 Distributor agrees to follow Xilinx’s policies stated in the Guidelines with regard to adhering to GAAP (Generally Accepted Accounting Principles). 6.5 If the Products include semiconductor devices that Distributor or a subcontractor of Distributor programs as a service to its customer, Distributor shall indicate to its customer that such Products have been programmed and Distributor warrants that all programming performed on the Products by Distributor shall be performed in a workmanlike manner and in accordance with the instructions and specifications for such programming. Programming shall be conducted only at certified locations with the intent of [* * *] from the Effective Date. 6.6 Distributor assumes all responsibility for defects in and damage caused to and/or by such Products resulting from improper or incomplete programming. 6.7 Distributor shall trace its sales of the Products to customers by sorting and tracking such sales according to ordering part number (including speed grade designators and packaging including the number of pins and/or balls). In addition, Distributor shall make reasonable commercial efforts to trace lot code and/or date code within a time frame to be mutually agreed. Xilinx shall provide this information on either the Product’s top ▇▇▇▇ or the box label bar code. Distributor further agrees to provide Xilinx with a written report sorting and tracing the Products according to the criteria designated by Xilinx within twenty-four (24) hours of receipt of Xilinx’s written request. XILINX CONFIDENTIAL Note: Confidential treatment has been requested for the portion of this Exhibit 10.1 designated with [* * *]. The copy filed herewith omits the information subject to the confidentiality request. A complete version of this Exhibit ...

Duties of Distributor. (a) Distributor accepts the foregoing appointment and agrees to provide all of the usual and customary services of a distributor in the Territory, which shall include, without limitation, the following: (i) Distributor shall use all reasonable efforts to distribute and sell and diligently promote the Product in the Territory. In this regard, Distributor shall provide and maintain an aggressive and efficient sales organization adequate for the needs of the Territory. (ii) Distributor agrees to sell and distribute Product in a professional and responsible manner. (iii) Distributor agrees not to knowingly sell and distribute counterfeit Company products or Product which has been misbranded or adulterated or which is otherwise illicit. (iv) Distributor agrees to include the Product at frequent intervals in lists, bulletins or catalogs, as they may be issued by Distributor to its customers, and agrees to check such customers' supplies of Product regularly to insure adequate stocking and that the Product is in saleable condition. (v) Distributor agrees not to sell the Product outside the Territory or knowingly sell the Product to customers in the Territory intending to or who do resell outside the Territory. (vi) Distributor agrees to store and ship the Product strictly in accordance with the specifications in Exhibit A ("Specifications") and Company's instructions and as otherwise required by law. (vii) Distributor agrees not to make any warranty, guarantee, claim or representation in connection with the Product, unless authorized by Company or contained in written materials forwarded by Company to Distributor. (viii) Distributor agrees to keep Company periodically and regularly apprised of the state of the market for the Product in the Territory. (ix) Distributor shall promptly forward to Company any known Product related complaints (whether of a medical nature, including adverse reactions and events, or product quality nature) and will assist Company in resolving such complaints. (b) Nothing contained in this Agreement shall be construed to restrict Company's right, in its sole discretion, to discontinue manufacturing (or having the Product manufactured on its behalf) or distributing the Product within the Territory at any time, immediately upon prior written notice to Distributor if in Company's reasonable scientific or medical judgment (based upon medical or scientific reasons or on information or circumstances not known or existing as of the date hereof by...

Duties of Distributor. You agree that: (a) Neither you nor any of your officers will take any long or short position in the Shares; (b) You shall, upon reasonable request of the Trust, furnish to the Trust any pertinent information required to be inserted with respect to you as General Distributor within the purview of the 1933 Act in any reports or registrations required to be filed with any governmental authority; (c) You will not make any representations inconsistent with the information contained in the current Prospectus and/or SAI; (d) You or your agent shall maintain such records relating to your acting as General Distributor of the Trust as may be reasonably required for the Trust or its transfer or shareholder servicing agent to respond to shareholder requests or complaints, and to permit the Trust to maintain proper accounting records, and you shall make such records reasonably available to the Trust and its transfer agent or shareholder servicing agent upon request; and (e) In performing your obligations under this Agreement, you shall comply with all requirements of a Fund’s current Prospectus and/or SAI and all applicable laws, rules and regulations with respect to the purchase, sale and distribution of Shares.

Duties of Distributor. The Distributor shall print and distribute to prospective investors Prospectuses, and shall print and distribute, upon request, to prospective investors Statements of Additional Information, and may print and distribute such other sales literature, reports, forms and advertisements in connection with the sale of the Shares as comply with the applicable provisions of federal and state law. In connection with such sales and offers of sale, the Distributor shall give only such information and make only such statements or representations as are contained in the Prospectus, Statement of Additional Information, or in information furnished in writing to the Distributor by the Trust, and the Trust shall not be responsible in any way for any other information, statements or representations given or made by the Distributor or its representatives or agents. Except as specifically provided in this Agreement, the Trust shall bear none of the expenses of the Distributor in connection with its offer and sale of the Shares.

Duties of Distributor a. Any selling agreement between Distributor and a Member described in this Section will provide that: (i) each Member will distribute the Contracts only in those jurisdictions in which the Contracts are registered or qualified for sale and only through duly licensed registered representatives of the Members who are properly appointed by Insurance Company to sell the Contracts in the applicable jurisdiction(s); (ii) all applications and initial and subsequent payments under the Contracts collected by the Member will be remitted promptly by the Member to Insurance Company at such address as it may from time to time designate; and (iii) each Member will comply with all applicable federal and state laws, rules and regulations. b. The Distributor will promptly provide Members with current prospectuses, and any supplements thereto, for the Contracts and for the Series. The Distributor will use reasonable efforts to ensure that its registered representatives deliver only the currently effective prospectuses of the Contracts and the Series to existing clients. c. The Distributor will use reasonable efforts to provide information and marketing assistance to its registered representatives and to Members, including preparing and providing such registered representatives with advertising materials and sales literature, and other promotional or marketing materials. The Distributor will provide wholesaling and marketing services with respect to the Contracts. d. The Distributor will use reasonable efforts to ensure that any sales literature and advertising materials it disseminates with respect to the Contracts conforms with the requirements of all pertinent federal and state laws and rules and regulations thereunder. e. The Distributor will be responsible for filing sales literature and advertising materials, where necessary, used in connection with its marketing efforts for the Contracts with appropriate regulatory authorities, including FINRA. f. The Distributor will not distribute any prospectus, sales literature, advertising material or any other printed matter or material relating to the Contracts or the Series, if, to its knowledge, any of the foregoing contains any material misstatements or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

Duties of Distributor. (a) You shall furnish to the Trust any pertinent information required to be inserted with respect to you as General Distributor within the purview of the Securities Act of 1933 in any reports or registration required to be filed with any governmental authority; (b) You will not make any representations inconsistent with the information contained in the current Prospectus and/or SAI. (c) You shall maintain such records as may be reasonably required for the Trust or its transfer or shareholder servicing agent to respond to shareholder requests or complaints, and to permit the Trust to maintain proper accounting records, and you shall make such records available to the Trust and its transfer agent or shareholder servicing agent upon request; and (d) In performing under this Agreement, you shall comply with all requirements of the Trust's current Prospectus and/or SAI and all applicable laws, rules and regulations with respect to the purchase, sale and distribution of Shares.

Duties of Distributor. 3.1 Distributor agrees, for the term of this Agreement, that it shall promote and market the Products and Services to prospective customers by: 1. Identifying prospects within the Territory that may benefit from use of the Products and Services 2. Contacting prospects and conducting sales presentations of the Products and Services 3. Performing systems analysis of the customers' applications and providing to Licensor information to assist Licensor in preparing proposals to prospects 4. Assisting Licensor in preparing and obtaining the prospects' execution of customer contracts 5. Forwarding executed customer contracts to Licensor 6. Serving as a point of contact for necessary communications between customers and Licensor with respect to the Products and Services 7. Providing on-site Services and support, including project management, working with customer to create date selection and expansion rules, installing and turning over to customer the data expansion programs and converted application programs 8. Performing all obligations of Distributor under accepted customer contracts 9. Providing account management 3.2 Distributor shall use its best efforts to generate Year 2000 business acceptable to Licensor. Distributor shall diligently and continuously sell, distribute and promote the Products and Services and shall make and maintain adequate arrangements for the distribution of Products and Services. Distributor shall report to Licensor about Distributor's marketing activities and shall provide forecasts to Licensor as may be reasonably requested. 3.3 Distributor shall not during the term of this Agreement represent or offer to represent or market, sell or distribute, in the Territory, computer software products or services that compete directly with the Products or Services. 3.4 In consideration for the grant of exclusivity within the Territory defined herein, Distributor shall pay a fee to Licensor of [***].

Duties of Distributor. 4.1 The Distributor, 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: