Common use of Advertising and Sales Materials Clause in Contracts

Advertising and Sales Materials. All advertising and supplemental sales literature prepared or approved by the Company or NSAM J-NS/RXR Ltd, a Jersey, Channel Islands company that serves as the Company’s advisor pursuant to the terms of an advisory agreement (the “Advisor”), whether designated solely for “broker-dealer use only” or otherwise, to be used or delivered by the Company, the Advisor, RXR NTR Sub-Advisor, LLC, a Delaware limited liability company that serves as the Company’s sub-advisor pursuant to the terms of a sub-advisory agreement (the “Sub-Advisor”), or the Dealer Manager in connection with the Offering (the “Authorized Sales Materials”) will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or to make the statements therein, in light of the circumstances under which they were made and in conjunction with the Prospectus delivered therewith, not misleading.