Of Distributor Clause Samples

The "Of Distributor" clause defines the rights, responsibilities, and obligations of the distributor within a contractual relationship. Typically, this clause outlines the distributor's authority to market, sell, or distribute certain products or services, and may specify geographic territories, performance standards, or exclusivity arrangements. By clearly delineating the distributor's role, this clause helps prevent misunderstandings and ensures both parties are aware of their respective duties, thereby facilitating smooth business operations and reducing the risk of disputes.
Of Distributor. Distributor agrees that it will promptly notify Diamond in writing of any contact, claim or other communication by any entity or agency that relates to, or may relate to, Distributor's ability to perform its responsibilities herein. Any communication (other than routine regulatory filings, notices and reports and other non-adverse communications), either initiated by Distributor or by the USDA, that references a Product in this Agreement or the submission of any such Product will immediately be brought in writing to the attention of Diamond.
View SourceView Similar (3)
Of Distributor. Distributor represents and warrants to Diamond that: (i) the execution and delivery of this Agreement by Distributor, and the performance of its obligations hereunder, do not require the consent of any third party and will not violate, with or without notice, the lapse of time or both, any agreement, contract, license or permit to which Distributor is a party or its organizational documents; and (ii) it has, and will maintain, all permits and licenses required to perform its obligations under this Agreement and Products distributed hereunder will bear labels conforming to the requirements of this Agreement.
View SourceView Similar (3)
Of Distributor. Distributor represents and warrants to Supplier as follows: (a) it is a private company organized and validly existing under the federal laws of Mexico; (b) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and (c) the execution, delivery and performance by it of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any other agreement or relationship. ARTICLE 11
View SourceView Similar (2)
Of Distributor. DSKX shall indemnify and hold Distributor harmless from and against any and all liabilities, losses, damages, injuries, cost, expenses, causes of action, claims, demands, assessments and similar matters, including without limitation reasonable attorneys’ fees, resulting from or arising out of design or manufacture of the Products, including, without limitation. claims for product liability and claims under any warranties given by DSKX, but excluding any claim arising from or in connection with any act or omission by Distributor or any officer, agent or employee of Distributor. Distributor shall promptly notify DSKX in writing upon learning of any such claim or potential claim, and DSKX shall have the option of handling the defense of the same through counsel of its choice, in which event Distributor shall provide reasonable cooperation and assistance at its own expense, provided that any out of pocket expense of Distributor in complying with this provision shall be borne by DSKX.
View Source
Of Distributor. You represent and warrant that (i) you have obtained all rights from the applicable rightsholders necessary for us to perform the services set forth in this Agreement; (ii) you are acting as a principal under this Agreement and you are not acting as an agent on behalf of any Distributed Publisher or on behalf of any other party; (iii) you have provided to us a fully executed U.S. Internal Revenue Service Forms as required and they are true, complete and correct; (iv) you are and will be solely responsible for accounting for and paying any royalties to any Distributed Publishers, co-owners or co-administrators of the eBooks that may be due to them as a result of this Agreement; (v) you are duly authorized or registered by the applicable government authority to collect any Taxes, the amount of which we collect pursuant to Section 10.2, and you will provide, upon our request, documents proving such registration or authorization; and (vi) you are in compliance with and will be solely responsible for the withholding and remittance of any taxes applicable to payments you make to Distributed Publishers, co-owners or co-administrators of the eBooks that may be due to them as a result of this Agreement, and you are in compliance with and will continue to comply with any and all information reporting obligations with respect to payments you make to such persons. You will indemnify, defend and hold us, our officers, directors, employees, affiliates, subcontractors and assigns (“Indemnified Parties”) harmless from and against any loss, claim, liability, damage or cause of action (including reasonable legal fees) (“Claim”) brought against the Indemnified Parties that arises from or is related to (a) any breach by you of your obligations, representations or warranties in this Agreement or any claim that an eBook in whole or in part infringes, misappropriates, or violates the intellectual property rights of any third party or contains any defamatory material; (b) your actual or alleged breach of any obligations in this Agreement relating to Taxes or Sales Taxes; or
View Source

Related to Of Distributor

  • Indemnification of Distributor The Trust agrees to indemnify and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith), arising by reason of any person acquiring any Shares, based upon the ground that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleading. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed to protect the Distributor against any liability to the Trust or its Shareholders to which the Distributor or such person otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Trust to be liable to the Distributor under the indemnity agreement contained in this paragraph with respect to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent). However, failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the indemnified defendants shall bear the fees and expenses of any additional counsel retained by them. If the Trust does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any counsel retained by the indemnified defendants. The Trust agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of its Shares.

  • Appointment of Distributor The Client hereby appoints the Distributor as its exclusive agent for the sale and distribution of Shares of the Funds, on the terms and conditions set forth in this Agreement, and the Distributor hereby accepts such exclusive appointment and agrees to perform the services and duties set forth in this Agreement.

  • Duties of Distributor You agree that: (a) Neither you nor any of your officers will take any long or short position in the Shares, but this provision shall not prevent you or your officers from acquiring Shares for investment purposes only; (b) You shall furnish to the Fund 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; and (c) You will not make any representations inconsistent with the information contained in the current Prospectus and/or SAI. (d) You shall maintain such records as may be reasonably required for the Fund or its transfer or shareholder servicing agent to respond to shareholder requests or complaints, and to permit the Fund to maintain proper accounting records, and you shall make such records available to the Fund and its transfer agent or shareholder servicing agent upon request. (e) In performing under this Agreement, you shall comply with all requirements of the Fund’s current Prospectus and/or SAI and all applicable laws, rules and regulations with respect to the purchase, sale and distribution of Shares.

  • By Distributor Distributor shall indemnify and hold harmless Insurer and any of its officers, directors, employees or agents, against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which Insurer and/or any such person may become subject under any statute or regulation, any FINRA Rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities: (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances in which they were made, contained in any (i) Registration Statement or in any Prospectus, or (ii) blue-sky application or other document executed by Insurer specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any State; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information furnished in writing by Distributor to Insurer specifically for use in the preparation of any such Registration Statement or any such blue-sky application or any amendment thereof or supplement thereto; (2) result because of any use by Distributor or any Distributor Representative of promotional, sales or advertising material not authorized by Insurer or any verbal or written misrepresentations by Distributor or any Distributor Representative or any unlawful sales practices concerning the Contracts by Distributor or any Distributor Representative under federal securities laws or FINRA Rules; or (3) result from any material breach by Distributor of any provision of this Agreement. This indemnification shall be in addition to any liability that Distributor may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the person seeking indemnification.

  • Liability of District 13.1. Other than as provided in this Agreement, District’s financial obligations under this Agreement shall be limited to the payment of the compensation provided in this Agreement. Notwithstanding any other provision of this Agreement, in no event shall District be liable, regardless of whether any claim is based on contract or tort, for any special, consequential, indirect or incidental damages, including, but not limited to, lost profits or revenue, arising out of or in connection with this Agreement or the Services performed in connection with this Agreement. 13.2. District shall not be responsible for any damage to persons or property as a result of the use, misuse or failure of any equipment used by Architect, or by its employees, even though such equipment be furnished or loaned to Architect by District.