Direct Sales. The Manager will advise you promptly, on the Offering Date, as to the Securities purchased by you pursuant to the Underwriting Agreement that you will retain for direct sale. At any time prior to the termination of the applicable AAU, any such Securities that are held by the Manager for sale but not sold may, on your request and at the Manager’s discretion, be released to you for direct sale, and Securities so released to you will no longer be deemed held for sale by the Manager. You may allow, and Dealers may reallow, a discount on sales to Dealers in an amount not in excess of the Reallowance set forth in the applicable AAU. You may not purchase Securities from, or sell Securities to, any other Underwriter or Dealer at any discount or concession other than the Reallowance, except with the prior consent of the Manager.
Direct Sales. Notwithstanding Distributor’s appointment as principal underwriter and distributor of Shares of the Funds, the Trust and each Fund reserve the right to make direct sales of Shares without sales charges consistent with the terms of the then current Prospectus, and to engage in other legally authorized transactions in its Shares which do not involve the sale of Shares to the general public. As used in this Agreement, the term, “Prospectus” means any prospectus, registration statement, statement of additional information, proxy solicitation and tender offer materials, annual or other periodic report of the Trust or any Fund of the Trust or any advertising, marketing, shareholder communication, or promotional material generated by the Trust or its investment adviser from time to time, as appropriate, including all amendments or supplements thereto and applicable law. Such other transactions may include, without limitation, transactions between the Trust or any Fund or class and its shareholders only; transactions involving the reorganization of the Trust or any Fund; and transactions involving the merger or combination of the Trust or any Fund with another corporation or trust.
Direct Sales. The Manager will advise you promptly, on the Offering Date, as to the Securities purchased by you pursuant to the Underwriting Agreement that you will retain for direct sale. At any time prior to the termination of the applicable AAU, any such Securities that are held by the Manager for sale but not sold may, on your request and at the Manager’s discretion, be released to you for direct sale, and Securities so released to you will no longer be deemed held for sale by the Manager. You may allow, and Dealers may reallow, a discount on sales to Dealers in an amount not in excess of the Reallowance set forth in the applicable AAU. You may not purchase Securities from, or sell Securities to, any other Underwriter or Dealer at any discount or concession other than the Reallowance, except with the prior consent of the Manager. 3 If, and after, the SEC clarifies that “reasonable belief” is the applicable standard in this context, this language should be revised to reflect that standard.
Direct Sales. Transmission Owners may sell their Original Residual TCCs, ETCNL, and Grandfathered TCCs directly to buyers through a Direct Sale. Sellers and potential buyers shall communicate all offers to sell and buy TCCs, through a Direct Sale, solely over the ISO’s OASIS. Buyers and Sellers of TCCs by Direct Sale will have the responsibility to report their TCC transactions to the ISO, whereupon the ISO will post them on the OASIS. Provisions governing Primary Holder status and responsibilities otherwise applicable to TCCs shall be applicable to TCCs acquired through a Direct Sale. During the Direct Sale process, the Transmission Owner electing to use Direct Sale shall have the sole discretion to accept or reject an offer to purchase TCCs. Each Transmission Owner shall develop and apply a non-discriminatory method for choosing the winning offers consistent with FERC Order No. 889, et seq., and may establish eligibility requirements that shall be no more stringent than those set forth in Section 2.14 of this Tariff. The Transmission Owner shall post information regarding the results of the Direct Sale on the ISO’s OASIS promptly after the Direct Sale is completed. The information shall include: (i) the amount of TCCs sold (in MW); (ii) the Point of Injection and Point of Withdrawal for each TCC sold; and (iii) the price paid for each TCC. Each Transmission Owner may retain its Grandfathered TCCs. If it sells Grandfathered TCCs, a Transmission Owner shall do so through Direct Sales or through Centralized TCC Auctions or Reconfiguration Auctions for periods not extending beyond the termination date of those TCCs. Payment for TCCs purchased in a Direct Sale shall be in accordance with the terms and conditions of the agreement between the buyer and seller.
Direct Sales. Notwithstanding Distributor’s appointment as principal underwriter and distributor of Shares of the Funds, the Trust and each Fund reserve the right to make direct sales of Shares without sales charges consistent with the terms of the then current Prospectus, and to engage in other legally authorized transactions in its Shares. As used in this Agreement, the term, “Prospectus” means any prospectus, registration statement, statement of additional information, proxy solicitation and tender offer materials, annual or other periodic report of the Trust or any Fund of the Trust or any advertising, marketing, shareholder communication, or promotional material generated by the Trust or its investment adviser from time to time, as appropriate, including all amendments or supplements thereto and applicable law. Such other transactions may include, without limitation, transactions between the Trust or any Fund or class and its shareholders only; transactions involving the reorganization of the Trust or any Fund; and transactions involving the merger or combination of the Trust or any Fund with another corporation or trust.
Direct Sales. Notwithstanding Distributor's appointment as distributor of Shares, the Trust reserves the right to make direct sales of Shares without sales charges consistent with the terms of the then current Prospectus, and to engage in other legally authorized transactions in its Shares which do not involve the sale of Shares to the general public. As used in this Agreement, the term, "PROSPECTUS" means any prospectus, Registration Statement, statement of additional information, proxy solicitation and repurchase offer materials, annual or other periodic report of the Trust or any advertising, marketing, shareholder communication or promotional material generated by the Trust or its investment adviser (the "INVESTMENT ADVISER") from time to time, as appropriate, including all amendments or supplements thereto and applicable law. Such other transactions may include, without limitation, transactions between the Trust or any Class of Shares and its Shareholders only; transactions involving the reorganization of the Trust; and transactions involving the merger or combination of the Trust with another corporation or trust.
Direct Sales. IMED will be solely responsible for promoting the sales of the Product in the Field of Application in the Territory, and will alone bear any related costs of such promotion. IMED shall also maintain at all times throughout the duration of this Agreement an appropriate sales force, subject to IMED's right to use sub-Distributors outside the USA pursuant to Article 2.1 hereof, for the Product commensurate with the sales in every country of the Territory and use commercially reasonable efforts in connection with the sale and distribution of the Products pursuant to this Agreement. In respect of any Contract Year and for purposes of this Article 14.1, IMED shall be presumed to have satisfied its obligation to use commercially reasonable efforts if IMED has satisfied the minimum orders contemplated in Article 12.1; provided, however, that IMED's failure to satisfy such minimum orders in any Contract Year shall not alone constitute conclusive evidence that IMED has failed to use commercially reasonable efforts.
Direct Sales. Notwithstanding Distributor’s appointment as principal underwriter and distributor of Shares, the Trust reserves the right to make direct sales of Shares without sales charges consistent with the terms of the then current Registration Statement, and to engage in other legally authorized transactions in its Shares which do not involve the sale of Shares to the general public. Such other transactions may include, without limitation, transactions between the Trust or any Class of Shares and its Shareholders only; transactions involving the reorganization of the Trust; and transactions involving the merger or combination of the Trust with another corporation or trust.
Direct Sales. COMPANY's policy is to sell the Products through its DISTRIBUTOR organization, wherever possible. In the event that COMPANY should make any sales directly to customers in the Territory, it will compensate DISTRIBUTOR for any and all assistance performed at COMPANY's request. Further, in the event a prospective customer approaches COMPANY with the request for a Product quotation which envisions shipment of the Product into the Territory, COMPANY will reasonably compensate DISTRIBUTOR for any and all assistance performed at COMPANY’s request in connection with any sale which results from such quotation.
Direct Sales. All returns must comply with federal and state laws and regulations. With the exception of the products listed below, Vendor offers 100% credit (credit based on the invoice purchase price) upon expiration on all listed Vendor Product(s) purchased directly from Vendor that are returned within 1 year after the expiration date. All expired Product(s) must be shipped prepaid to: Sanofi Pasteur c/o Inmar, Inc. 0000 Xxxxxx Xxxx, Xxxxx Xxxx, Xxxx Xxxxx, XX 00000.
