JV Dealer Agreements Sample Clauses

JV Dealer Agreements. The Company shall distribute (a) each JV Dealer agreement pertaining to the sale of Caterpillar Truck Models to Caterpillar and (b) each JV Dealer agreement pertaining to the sale of Navistar Truck Models to Navistar (in each case, irrespective of whether the JV Dealer party to such agreement is Affiliated with a Caterpillar dealer or a Navistar dealer). For the avoidance of doubt, the Company shall distribute all JV Dealer agreements to the Members in accordance with the immediately preceding sentence, and the Company shall not be required to terminate any JV Dealer agreement prior to making such distribution. Notwithstanding the preceding two (2) sentences in this Section 21.5.2, if a Termination Event occurs prior to the third (3rd) anniversary of the Effective Date, then the Company shall not distribute its JV Dealer agreements to the Members but instead shall cause each of its JV Dealer agreements to be terminated in connection with the dissolution of the Company; provided, however, that (i) if the Termination Event occurs pursuant to Section 21.2.4 (in connection with a Material Breach by a Member), Section 21.2.6 (in connection with a decrease of the Percentage Interest held by a Member) or Section 21.2.7 (in connection with a Change in Control of a Member), then each JV Dealer agreement pertaining to the sale of JV Truck models of the other Member’s brand (irrespective of whether the JV Dealer party to such agreement is Affiliated with a Caterpillar dealer or a Navistar dealer) shall not be terminated by the Company but instead shall be distributed to such other Member (it being understood, for the avoidance of doubt, that in each of the circumstances described in this clause (i), the JV Dealer agreements pertaining to the sale of JV Truck models of the brand of the Member that committed such Material Breach, whose Percentage Interest decreased or that underwent such a Change in Control (irrespective of whether the JV Dealer party to such agreement is Affiliated with a Caterpillar dealer or a Navistar dealer) shall be terminated by the Company in connection with the dissolution of the Company and shall not be distributed to such Member), and (ii) in any event, each JV Dealer agreement pertaining to the sale of Navistar Truck Models with a JV Dealer that is Affiliated with a Navistar dealer that was serving as a Navistar dealer as of the Effective Date shall not be terminated by the Company but instead shall be distributed to Navistar.
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Related to JV Dealer Agreements

  • Dealer Agreements Each Dealer from whom the Seller purchases Receivables has entered into a Dealer Agreement with the Seller providing for the sale of Receivables from time to time by such Dealer to the Seller.

  • Selected Dealer Agreements a. The Distributor shall have the right to enter into selected dealer agreements with securities dealers of its choice ("selected dealers") for the sale of Class B Shares; provided, that the Corporation shall approve the forms of agreements with dealers. Class B Shares sold to selected dealers shall be for resale by such dealers only at net asset value determined as set forth in Section 3(d) hereof. The form of agreement with selected dealers to be used during the subscription period described in Section 3(a) is attached hereto as Exhibit A and the form of agreement with selected dealers to be used in the continuous offering of the Class B Shares is attached hereto as Exhibit B.

  • Dealer Agreement The sales and/or servicing agreements between CAC or its subsidiaries and a participating Dealer which sets forth the terms and conditions under which CAC or its subsidiaries (i) accepts, as nominee for such Dealer, the assignment of Contracts for purposes of administration, servicing and collection and under which CAC or its subsidiary may make advances to such Dealers and (ii) accepts outright assignments of Contracts from Dealers or funds Contracts originated by such Dealer in the name of CAC or any of its subsidiaries, in each case as such agreements may be in effect from time to time.

  • Dealer Manager Agreement By Dealer’s acceptance of this Agreement, Dealer will become one of the “Participating Dealers” referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the Dealer Manager Agreement, including, but not limited to, Section 8.4 of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicit, as an independent contractor and not as the agent of the Dealer Manager or of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering. Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, or the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by the Company and all appropriate regulatory agencies (“Supplemental Information”).

  • Selling Agreements Distributor is authorized to enter into agreements with other broker-dealers providing for the solicitation of unconditional orders for purchases of the Fund's Shares authorized for issuance and registered under SA-33 and fix therein the portion of the sales charge which may be reallowed to the selected dealers, as permitted under that Fund's prospectus. All such agreements shall be either in the form of agreement attached hereto or in such other form as may be approved by the officers of the Fund ("Selling Agreement"). Within the United States, the Distributor shall offer and sell Shares to such selected dealers as are members in good standing of the NASD; "banks" as such term is defined in Section 3(a)(6) of the Exchange Act or a "bank holding company" as such term is defined in the Bank Holding Company Act of 1956, as amended, duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was organized; and such other entities or purchasers as otherwise mutually agreed in writing.

  • Other Underwriting Agreements The Company is not a party to any agreement with an agent or underwriter for any other “at the market” or continuous equity transaction.

  • Agreements of the Underwriters Each Underwriter, severally and not jointly, agrees with the Seller, the Company and NFI that upon the execution of this Agreement and authorization by each Underwriter of the release of the Offered Certificates, each Underwriter shall offer the Offered Certificates for sale upon the terms and conditions set forth herein in the amounts set forth in Annex A hereto.

  • Selected Dealers Agreements (a) The Distributor shall have the right to enter into selected dealer agreements with Selected Dealers for the sale of Shares. In making agreements with Selected Dealers, the Distributor shall act only as principal and not as agent for a Fund. Shares sold to Selected Dealers shall be for resale by such dealers only at the public offering price set forth in the Prospectus. With respect to Class A Shares, in such agreement the Distributor shall have the right to fix the portion of the applicable front-end sales charge which may be allocated to the Selected Dealers.

  • Dealer Agreement Indemnification A. Distributor acknowledges and agrees that certain large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings and indemnification that are not included in the Standard Dealer Agreement.

  • Dealer Manager Fee The dealer manager fee payable to the Dealer Manager for serving as the dealer manager for the Offering and reallowable to Soliciting Dealers with respect to Shares sold by them, as described in the Corporation’s Prospectus.

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