Rejection by Distributor Sample Clauses

Rejection by Distributor. If KO does not identify a Proposed Distributor in accordance with Section 2.2 above or if any Accepted Distributor declines to enter into a Distribution Agreement with ▇▇▇▇▇▇, or fails to return a valid, executed Distribution Agreement to ▇▇▇▇▇▇ within thirty (30) days of delivery of such Distribution Agreement to such Accepted Distributor, such (a) Distribution Agreement shall be deemed void and the “Territory” defined in such Distribution Agreement shall be deleted from Exhibit B which amended Exhibit B shall be executed by the Parties, and (b) ▇▇▇▇▇▇ may enter into an agreement to distribute the Products in the applicable “Territory” deleted from Exhibit B without any restriction.
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Rejection by Distributor. If any Accepted Distributor declines to enter into a Distribution Agreement with ▇▇▇▇▇▇ or ▇▇▇▇▇▇ rejects a Proposed Distributor for the reasons specified in Section 2.4, ▇▇▇▇▇▇ shall be entitled to enter into an agreement with another Person to distribute the Products in the territory originally designated for such Proposed Distributor or Accepted Distributor, as the case may be.
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Rejection by Distributor. If any Accepted Distributor fails to return a valid Distribution Agreement duly executed by such distributor within twenty (20) days of delivery of the Distribution Agreement to such Accepted Distributor or such Accepted Distributor otherwise declines to enter into a Distribution Agreement with ▇▇▇, ▇▇▇ may, in its sole and absolute discretion (a) eliminate the applicable *** Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended. territory from Exhibit D to the extent included therein, and (b) enter into an agreement with another person or entity to distribute the Products in the territory originally designated for such Accepted Distributor.
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Rejection by Distributor. If any Designated Distributor declines to enter into an On-Premise Distribution Agreement/s with ▇▇▇▇▇▇, ▇▇ shall have the right, subject to ▇▇▇▇▇▇’▇ prior written approval, which ▇▇▇▇▇▇ may withhold in ▇▇▇▇▇▇’▇ sole discretion, to appoint a Substitute Distributor to distribute the Products to On-Premise Accounts only in the applicable designated territory. If ▇▇▇▇▇▇ does not approve such Substitute Distributor, ▇▇▇▇▇▇ may enter into a distribution agreement with respect to the applicable designated territory with any other Person designated by ▇▇▇▇▇▇ who shall not be an AB/▇▇▇▇▇▇ Distributor (as defined below).
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Rejection by Distributor. If any Accepted Distributor declines to enter into a Distribution Agreement with ▇▇▇▇▇▇, within twenty (20) days of such rejection, AB may, at its option, deliver another Identification Notice to ▇▇▇▇▇▇ with an alternative Proposed Distributor(s) and, if appropriate, a modified Buy-Out Allocation, which ▇▇▇▇▇▇ may accept or reject in its sole and absolute discretion, and the parties will follow the procedures set forth in this Section 2 with respect to such Identification Notice. If AB fails to deliver another Identification Notice to ▇▇▇▇▇▇ within the time frame specified above, ▇▇▇▇▇▇ shall be entitled to enter into an agreement with another person or entity to distribute the Products in the territory originally designated for such Accepted Distributor.
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Related to Rejection by Distributor

  • Indemnification by Distributor Distributor agrees to indemnify the Trust, its officers and Trustees and any person which controls the Trust within the meaning of the 1933 Act against any and all claims, demands, liabilities and expenses that any such indemnified party may incur under the 1933 Act, or common law or otherwise, arising out of or based upon (i) any alleged untrue statement of a material fact contained in the registration statement for any Fund, any Prospectus or Statement of Additional Information, or any advertisements or sales literature prepared by or on behalf of the Trust for Distributor's use, or any omission to state a material fact therein, the omission of which makes any statement contained therein misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Trust in connection therewith by or on behalf of Distributor; and (ii) any act or deed of Distributor or its sales representatives that has not been authorized by the Trust in any Prospectus or Statement of Additional Information or by this Agreement.

  • 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.

  • Action by Holders Whenever in this Indenture it is provided that the Holders of a specified percentage of the aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with the provisions of Article 9, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders. Whenever the Company or the Trustee solicits the taking of any action by the Holders of the Notes, the Company or the Trustee may, but shall not be required to, fix in advance of such solicitation, a date as the record date for determining Holders entitled to take such action. The record date if one is selected shall be not more than fifteen days prior to the date of commencement of solicitation of such action.

  • Termination by Either Party This Agreement may be terminated upon 60 days written notice without cause or penalty by either the Company (acting through the Conflicts Committee) or the Advisor. The provisions of Articles 1, 10, 12, 13, 15 and 16 shall survive termination of this Agreement.

  • Termination by Purchaser This contract shall be terminated, upon election and written notice by ▇▇▇▇▇▇▇▇▇, if Catastrophic Damage rate rede- termination under BT3.32 shows that the appraised