Duties of the Representative Clause Samples

Duties of the Representative. 1.1 Where the Representative is a partnership, it cannot provide financial product advice or services except through a Sub-Authorised Representative appointed by the Licensee.

Duties of the Representative. The Representative agrees at all times to: (a) Use his/her best endeavours to promote and extend sales of the products to all potential buyers and to work diligently to obtain orders for the products. (b) To work their business consistently to reach their desired monthly/quarterly targets. (c) Be appropriately attired and presented in a businesslike manner whilst representing Amazing Scents. (d) To promptly submit all orders for the products using Amazing Scents web based ordering system. (e) To observe all directions and instruction given by Amazing Scents in relation to the sale, distribution and usage of the products and to act in such way as is reasonably considered to be most beneficial to the interests of Amazing Scents. (f) Not to offer the product for sale at any price other than that price fixed by Amazing Scents at the time of supply. (g) Not to represent to any person/organisation that in its relationship with Amazing Scents it is anything other than a Representative of Amazing Scents products. (h) Not to incur any liability on behalf of Amazing Scents or in any way pledge its credit or make any contract purporting to bind the company. (i) Amazing Scents owns all intellectual property used in the operation of their business. Use of this property without consent of Amazing scents will be seen as breach of Amazing Scents intellectual property and be legally treated as such. (j) To safeguard the commercial rights of Amazing Scents and immediately bring any improper or wrongful use of its patents, trademarks, emblems, designs, models or other similar industrial or commercial rights to the attention of Amazing Scents and to use every effort to safeguard the interest of Amazing Scents.

Duties of the Representative. The Representative: (a) shall devote such time and effort as is reasonably necessary to solicit and promote the sales of Products to customers in the Territory; (b) shall conduct all of its business in its own name and in such manner as it sees fit, pay all expenses of its offices and activities, and be responsible for the acts and expenses of its employees; (c) shall not, without the Company’s prior approval, accept, alter, enlarge, or limit Orders, make representations or guarantees concerning any Product or accept the return of, or make any allowance for, any Product; and (d) shall not use or disclose any Confidential Information of the Company except to the extent necessary to perform its duties under this Agreement. For purposes of this Agreement, “Confidential Information” means all confidential or proprietary information regarding the Company or the Products not already in the public domain and not previously known to the Representative.

Duties of the Representative. The Representative shall act in accordance with, and shall be entitled to rely upon, joint written instructions provided in accordance with Section 12.03 herein. The Representative shall have the duty to act with a degree of care that a reasonably prudent person acting as a representative would give in similar circumstances. The Representative shall have no duty or obligation hereunder other than to take such specific actions as are required of it from time to time under the provisions hereof, and it shall incur no liability hereunder or in connection herewith for anything whatsoever other than as a result of its own gross negligence or willful misconduct.

Duties of the Representative. The Representative shall have only the duties expressly stated in the Transaction Documents, and shall have no other duty, express or implied. The Representative is not, by virtue of serving as Representative, a fiduciary of the Blocker Seller, any Designated Unitholder or any other Person. The Representative, in its capacity as such, has no personal responsibility or liability for any representation, warranty or covenant of the Company or any other Person. The Representative shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement.

Duties of the Representative. (a) The Trust hereby appoints the Representative as the Trust’s agent and attorney-in-fact solely with respect to interacting with the Cash Custodian, the Gold Custodian, the Administrator, the Trustee, the Index Calculation Agent, and other third-party service providers to the Trust (each, a “Service Provider”) for the purpose of effecting monthly rebalances of the Trust assets on a Rebalance Date, and effecting Creations, Redemptions, sales and other transactions in Trust Interests and the Representative hereby accepts such appointment, subject to Section 1(b). The Representative shall have the authority, on behalf of, and in the name of, the Trust, to the extent specified herein and described in the Registration Statement, to make purchases and sales of Physical Gold as needed in order to track the performance of the Index. (b) The Representative shall, bearing in mind the best interests of the Trust at all times, fully and faithfully discharge all of its obligations, duties and responsibilities pursuant to this Agreement with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person rendering services as an investment manager and familiar with such matters would use (the “Standard of Care”). The Representative shall act in conformity with the Trust Agreement, the Registration Statement, and the instructions and directions of the Trust. The Representative’s directions from the Trust on each Rebalance Date and on any date on which the Representative is effecting Creation, Redemptions, and other transactions in the Trust interests shall be based on Index calculations and Trust holdings as communicated by the Index Calculation Agent and the Administrator to the Trust (the “Instructions”). The Representative shall comply in all material respects with applicable laws (the “Laws”) in discharging its obligations in this Agreement. (c) The Assets of the Trust will be held by the Cash Custodian and the Gold Custodian, as the case may be. The Representative is not authorized to have actual or constructive custody of any Assets of the Trust. In connection with any of the foregoing, the Representative is further authorized to transfer or tender for cash such Assets. In all such purchases, sales or trades, each of the Trust and the Sponsor authorizes the Representative to act for the Trust, and at its risk, and in its name and on its behalf, in the same manner and with the same force and effect as the Trust might or could...

Duties of the Representative. The Representative will perform the following duties on an exclusive, full-time, best efforts basis for the Franchisor:

Duties of the Representative. The Representative hereby accepts its obligations under this Agreement. The Representative shall act in good faith and shall make its decisions and take its actions or inactions based on its determination of what is in the best interest of all Sellers and Guarantors (including the Representative) as a group, and not to the advantage or disadvantage of any one or several Sellers or Guarantors. Subject to the Representative’s right to pay expenses reasonably incurred in connection with the negotiation and performance of this Agreement or otherwise to satisfy the reasonable expenses and obligations of the Sellers, the Representative shall promptly disburse to each Seller such Person’s share of any Cash Payment received by the Representative in accordance with the terms of this Agreement. The Representative shall have only the duties expressly stated in this Agreement and the Escrow Agreement, and shall have no other duty, express or implied. The Representative is not, by virtue of serving as Representative, a fiduciary of the Sellers, the Guarantors or any other Person. The Representative, in its capacity as such, has no personal responsibility or liability for any representation, warranty or covenant of the Company.

Duties of the Representative. (a) The Representative will solicit orders for the pertinent Representative Licensed Products from OEMs, ISVs, and IHVs in the Sales Territory, with the sole exception being that Representative shall be authorized to solicit orders for SystemWizard and Aspen in the Sales Territory only from OEMs. Representative shall license the Representative Licensed Products in accordance with the license fees set forth in the SystemSoft's OEM Price List then currently in effect. Representative is authorized to vary the license fees a maximum of 20% from the SystemSoft OEM Price List then currently in effect. Any variance of greater than 20% requires the advance written authorization of SystemSoft, except that Representative also may vary the license fee for a particular product to a particular customer by 10% from the most recent price in effect for that product to that customer. (b) In the case of the transactions specified in Section 5(a)(ii), and for all PC Card and MobileAssist products, Representative shall act as the agent of SystemSoft and license the Representative Licensed Products. In the case of PC Card Products licensed outside the Sales Territory, the Representative shall not quote a price for a PC Card Product to any Person who was an existing licensee of such product as of the Effective Date without the prior approval of such price by SystemSoft. The preceding sentence shall not apply following the sale of or the granting of a right to license with respect to such PC Card Product to Phoenix Technologies Ltd., or American Megatrends, Inc., or any subsidiary of either, by SystemSoft, or following any "Change of Control" of SystemSoft. For purposes of Sections 4(b) and 4(c), a "Change of Control" means any time at which fifty percent (50%) or more of the voting stock of SystemSoft is held, legally or beneficially, by either Phoenix Technologies Ltd., or American Megatrends, Inc., or any subsidiary of either. (c) If at any time while this Agreement is in effect, Phoenix Technologies Ltd., or American Megatrends, Inc., or any subsidiary of either, shall come to have the right to license MobileAssist products in Asia and the Pacific, or in the event of a Change of Control of SystemSoft, SystemSoft shall immediately pay to the Representative in cash an amount equal to twenty-five percent (25%) of the maximum remaining Earn-Out Amount to which SystemSoft could be entitled under the Asset Purchase and License Agreement. If at any time while this Agreement is in e...