Responsibilities of the Distributor Clause Samples

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Responsibilities of the Distributor. In furtherance of the Services to be provided by SIDCO under this Agreement, the Distributor shall: 2.1 provide SIDCO with copies of, or access to, any documents that SIDCO may reasonably request and notify SIDCO as soon as possible of any matter materially affecting SIDCO's performance of the Services under this Agreement; 2.2 facilitate SIDCO's receipt of a current and complete Authorized Trader Form and a AP Authorization Form, each substantially in the form attached hereto as Exhibit A; 2.3 cause the index receipt agent, transfer agent and/or Depository Trust Company to provide SIDCO with all necessary information so that SIDCO may perform its obligations under the Agreement; 2.4 support or cause the Trust's index receipt agent and/or transfer agent to support the servicing of the shareholders; in connection therewith the index receipt agent, transfer agent or the Distributor will provide an adequate number of persons during normal business hours to respond to telephone inquiries concerning the Trust and/or the Shares; 2.5 select and identify persons who are authorized by the Distributor, consistent with applicable law and the applicable prospectus, to create and redeem Shares (referred to herein as, an "Authorized Participant") and provide written notice to SIDCO in the event of a change in the status of any Authorized Participant; 2.6 report to SIDCO any and all actions or inactions by any Authorized Participant that (i) fail to comply with the terms of any Authorized Participant Agreement (defined below), (ii) violate any applicable laws of any governmental authorities, including the NASD's Conduct Rules, or (iii) violate any other agreements or procedures with which such Authorized Participant is required to comply; 2.7 administer on behalf of the Trust the Trust's creditworthiness standards for Authorized Participants, which SIDCO can assume have been satisfied before the placement of an order by an Authorized Participant and upon which SIDCO can rely without inquiry; 2.8 be responsible for the costs of printing and mailing prospectuses to the Archipelago Exchange (and any other national stock exchange on which the Shares may be listed), an Authorized Participant or any agent of an Authorized Participant for the purposes of providing prospectuses to prospective Authorized Participants or purchasers of exchange traded Shares in the secondary market. 2.9 use best efforts to ensure that SIDCO is named as a third party beneficiary to the authorized pa...
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Responsibilities of the Distributor. The Distributor undertakes to
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Responsibilities of the Distributor. 10.01 The Distributor agrees that during the term of this Agreement, it shall: (a) Comply and cause all its Subdistributors or parties appointed by it to comply, with all applicable laws in the Territory relating to the advertising, distribution and sale of the Products and with the terms and conditions of this Agreement; (b) Devote its best efforts to the performance of its obligations under this Agreement; (c) Make every reasonable effort and use proper means to develop the market potential for trade in the Products, and actively solicit orders for the sale of the Products, provided that in no event shall the Distributor be required to expend any moneys on advertising or other marketing and sale techniques, except as the Distributor, in its sole discretion, determines appropriate; and (d) Develop, promote and maintain with customers the goodwill and reputation of the Products; and (e) Order and pay for the minimum annual product purchase requirements under this agreement.. 10.02 The Distributor agrees that during the term of this Agreement, it shall not: (a) distribute, sell or solicit orders for the Products outside the Territory, nor will it permit or allow any Subdistributor, or party appointed by it, to distribute, sell, or solicit orders for the Products outside the Territory, except as may expressly be authorized by DIAMANT™ in writing.
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Responsibilities of the Distributor. The distributor agrees that during the term of this Agreement, it shall: 9.1. Comply and cause all its Re-Sellers or parties appointed by it to comply with all applicable laws in the Territory relating to the advertising, distribution and sale of Products and with the terms and conditions of this Agreement. 9.2. Request approval from Teliphone on all marketing and promotional material prior to distribution. 9.3. Devote its best efforts to the performance of its obligations under this Agreement 9.4. Make every reasonable effort and use proper means to develop the market potential for trade in Product and actively solicit the activation by End Users. 9.5. Share in marketing, promotion and advertising costs as agreed upon with Teliphone on a case by case basis. 9.5.1. In the case of demonstration phones, Distributor will cover 100% of Teliphone’s cost of the hardware required for the demonstration unit. Teliphone will pay for a free unlimited local calling only on the demonstration unit. The number of demonstration units in circulation will be determined on a case by case basis by Teliphone and Distributor. 9.5.2. Distributor will provide Teliphone with banner advertising throughout its network of web sites. 9.6. Develop, promote and maintain with End Users, the goodwill and reputation of Teliphone and its products and services.
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Responsibilities of the Distributor. (a) Each Distributor shall comply with all laws and regulations applicable to its distribution of the Distributed Products, including without limitation the U.S. Foreign Corrupt Practices Act of 1977 and all U.S. export control laws and regulations. (b) Each Distributor shall use its reasonable best efforts to provide service to and to perform all necessary repairs on all Distributed Products sold by the Distributor in a prompt, professional and proper manner. If the Manufacturer's personnel are needed to provide installation, maintenance, or repair service for Distributed Products sold by the Distributor, and the Manufacturer agrees to provide any such service, the Manufacturer may charge the Distributor a reasonable mutually agreed upon fee for such service. If any such repair or replacement is required while the Distributed Products are still under the applicable Manufacturer warranty, the Manufacturer will reimburse the Distributor for the cost of replacement parts therefor.
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Responsibilities of the Distributor. 1. The distributor may only sell the goods from the consignment warehouse within the scope of its ordinary business operations. The sale of the provided goods shall be made in the distributor’s own name for the account of the manufacturer, at the prices and terms per trading group agreed between the manufacturer and the distributor, as specified in Section 6. 2. The distributor shall be entitled to grant the customer a payment term of 30 days net from the invoice date; other payment terms shall be agreed upon jointly. Deviating payment terms shall be mutually agreed upon. It is noted that the distributor is authorised to collect the receivable from the sale of the goods to the retail sector. 3. Furthermore, the distributor provides all services from the receipt of the goods at its warehouses as per the warehouse contract. The picking and distribution of the goods to the customer are carried out according to a separate cooperation agreement (with the retail sector) on behalf of the retail group (trade logistics) or on behalf of the manufacturer (industrial logistics). These services are remunerated according to the cooperation agreement. 4. Due to the economic ownership of the manufacturer, the distributor hereby assigns its claims arising from the sale of consignment goods to the manufacturer, together with all ancillary rights, regardless of whether the goods are sold unprocessed, processed, or combined with other deliveries or services to one or more customers. The distributor is not entitled to contractually exclude the assignability of its claims arising from the sale of consignment goods. Upon the manufacturer’s request, the distributor shall notify the third- party debtor of the assignment and provide the manufacturer with all necessary information and documents required to assert the manufacturer’s rights. On the other hand, the parties agree that the risk of default on receivables lies entirely with the manufacturer, and the manufacturer has no claims against the distributor. 5. It is noted that the distributor is not obligated to engage in active sales activities, advertising campaigns or any other sales promotion initiatives. 6. Daily Service acts neither as a manufacturer nor as a distributor on the market, thereby exempting itself from the legal obligations associated with these roles. 7. Outgoing obligations are only relevant for Daily Service insofar as they apply in terms of the company’s own control measures and the supporting duty to provi...
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Responsibilities of the Distributor. 9.01 The Distributor agrees that during the term of this Agmeement, it shall: (a) comply and cause all its Subdistributors or parties appointed by it to comply, with all applicable laws in the Territory relating to the advertising, distribution and sale of the Product and with the terms and conditions of this Agreement; (b) devote its best efforts to the performance of its obligations under this Agreement; (c) make every reasonable effort and use proper means to develop the market potential for trade in the Product, and actively solicit orders for the sale of the Product, provided that in no event shall the Distributor be required to expend any moneys on advertising or other marketing and sale techniques, except as the Distributor, in its sole discretion, determines appropriate; and (d) develop, promote and maintain with customers, the goodwill and reputation of the Product. 10.00
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Responsibilities of the Distributor. 3.1 The Distributor will, during the term of this Agreement, diligently and faithfully serve as Company's Distributor and will use its best efforts to increase the sale of the Products and promote the interests of Company within the Territory and will not do anything that may hinder such sales. Distributor agrees to assign at all times a minimum of three sales persons to sell and market the Products, including a Sales Manager and a Sales Staff for sales in the Territory. The Distributor will cause these sales persons and any other required personnel to plan and execute a sales and marketing
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Responsibilities of the Distributor 
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Related to Responsibilities of the Distributor

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  • Duties of the Distributor (a) The Distributor agrees to act as agent of the Trust in connection with the receipt and processing of all orders for purchases and redemptions of Creation Units of each Fund from DTC Participants or participants in the Continuous Net Settlement System of the National Securities Clearing Corporation (“NSCC Participants”) that have executed a Participant Agreement, as defined in paragraph 3(b) hereof, (“Authorized Participants”) with the Distributor and the transfer agent of the Trust (“Transfer Agent”) and to transmit such orders to the custodian of the Trust (“Custodian”) and Transfer Agent in accordance with the Registration Statement and Prospectus; provided, however, that nothing herein shall affect or limit the right and ability of the Custodian to accept Deposit Instruments and related Cash Amounts through or outside the Clearing Process, and as provided in and in accordance with the Registration Statement and Prospectus. The Trust acknowledges that the Distributor shall not be obligated to accept any certain number of orders for Creation Units and nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (b) The Distributor agrees to use commercially reasonable efforts to act as agent of the Trust with respect to the continuous distribution of Creation Units of each Fund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (i) at the request of the Trust, the Distributor shall enter into selected or soliciting dealer participant agreements (“Participant Agreements”) between and among Authorized Participants, the Distributor and the Transfer Agent, for the purchase of Creation Units of the Funds, in accordance with the Registration Statement and Prospectus; (ii) the Distributor shall generate, transmit and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances to the purchaser or redeemer (all such confirmations will indicate the time such orders were accepted and will be made available to the Trust promptly upon request); (iii) the Distributor shall deliver a copy of current Prospectus when available, to each Authorized Participant of the relevant Fund and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor agrees to use all reasonable efforts, consistent with its other business, to secure purchasers of Creation Units through Authorized Participants in accordance with the procedures set forth in the Prospectus. (d) All activities by the Distributor and its agents and employees that are primarily intended to result in the sale of Creation Units shall comply with the Registration Statement and Prospectus, the instructions of the investment adviser of the Trust or the investment sub-adviser of the Trust (collectively, “Adviser”) and the Board of Trustees of the Trust, the Agreement and Declaration of Trust, and all applicable laws, rules and regulations including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act by the SEC or any securities association registered under the 1934 Act, including FINRA and the Listing Exchanges. (e) Except as otherwise noted in the Registration Statement and Prospectus, the offering price for all Creation Units will be the aggregate NAV of the Shares per Creation Unit of the relevant Fund, as determined in the manner described in the Registration Statement and Prospectus. (f) If and whenever the determination of NAV is suspended and until such suspension is terminated, no further orders for Creation Units will be processed by the Distributor except such unconditional orders as may have been placed with the Distributor before it had knowledge of the suspension. In addition, the Trust reserves the right to suspend sales and Distributor’s authority to process orders for Creation Units on behalf of the Trust, upon due notice to the Distributor, if, in the judgment of the Trust, it is in the best interests of the Trust to do so. Suspension will continue for such period as may be determined by the Trust. (g) The Distributor is not authorized by the Trust to give any information or to make any representations other than those contained in the Registration Statement or Prospectus or contained in shareholder reports or other material that may be prepared by or on behalf of the Trust for the Distributor’s use. The Distributor shall be entitled to rely on and shall not be responsible in any way for information provided to it by the Trust and its respective service providers and shall not be liable or responsible for the errors and omissions of such service providers, provided that the foregoing shall not be construed to protect the Distributor against any liability to the Trust or the Trust’s shareholders to which the Distributor would otherwise be subject by reason of its 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. (h) The Distributor shall ensure that all direct requests for Prospectuses, Statements of Additional Information, product descriptions and periodic Fund reports, as applicable, are fulfilled. In addition, the Distributor shall arrange to provide the Listing Exchanges with copies of the Prospectuses and Statements of Additional Information and product descriptions to be provided to purchasers in the secondary market. The Distributor will generally make it known in the brokerage community that Prospectuses and Statements of Additional Information and product descriptions are available, including by (i) advising the Listing Exchanges on behalf of its member firms of the same, (ii) making such disclosure in all marketing and advertising materials prepared and/or filed by the Distributor with FINRA, and (iii) as may otherwise be required by the SEC or its staff. The Distributor shall not bear any costs associated with printing the Prospectuses, Statements of Additional Information and all other such materials, but shall bear the costs associated with delivering such documents to persons required by applicable law to receive them. (i) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend Board of Trustees (“Board”) meetings of the Trust in order to provide information with regard to the ongoing distribution process and for such other purposes as may be requested by the Board of the Trust. (j) The Distributor shall review and approve all sales and marketing materials regarding each Fund for compliance with applicable laws and the conditions of any applicable exemptive order, and shall file such materials with FINRA as required by the 1933 Act and 1940 Act, and the rules promulgated thereunder. All such sales and marketing materials must be approved, in writing, by the Distributor prior to their use. (k) The Distributor shall not offer any Shares and shall not accept any orders for the purchase or sale of Shares hereunder if and so long as (i) the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or (ii) a current Prospectus, as required by Section 10 of the 1933 Act, is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (l) The Distributor shall maintain and make available a dedicated toll-free line for Authorized Participants to place requests to create and redeem Creation Units. The Distributor will use the Trust’s transfer agent’s order processing system pursuant to which the Authorized Participants may contact the Distributor (or its affiliates) and place requests to create and redeem Creation Units. The order processing system shall, including without limitation, (i) generate and transmit confirmations of purchase and redemption order acceptances to purchasers and redeemers of Creation Units; (ii) provide acknowledgements to Authorized Participants that their orders have been accepted; (iii) reject any orders that were not submitted in proper form or in a timely fashion; (iv) confirm that each Authorized Participant will not place trades that would raise its total holdings to 80% or more of the outstanding Shares of any Fund; (v) maintain along with the Trust and its transfer agent the right to require and rely upon information necessary to determine beneficial share ownership for purposes of the 80% determination or, in lieu of this, accept a certification from a Listing Exchange member firm or a member of such other exchange that the cost basis of the Deposit Instruments is essentially identical to their market value at the time of deposit. (m) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act and shall permit representatives of the Trust, upon reasonable notice, to have access to such records (n) The Distributor agrees to maintain compliance policies and procedures that are reasonably designed to (i) prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) with respect to the Distributor’s services under this Agreement and (ii) comply with FINRA Rule 3130 (together, “Compliance Program”), and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board. (o) The Distributor has of the date hereof, and shall at all times maintain, net capital of not less than that required by Rule 15c3-1 under the 1934 Act or any successor provisions thereto. In the event that the net capital of the Distributor shall fall below that required by Rule 15c3-1 under the 1934 Act (or any successor provision thereto) the Distributor shall provide notice thereof to the Adviser and the Trust.