Common use of Compliance with Applicable Rules and Regulations; License and Association Membership Clause in Contracts

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness of this Agreement, the undersigned dealer will become one of the “Soliciting Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Dealer”. Soliciting Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the Rules of Fair Practice of FINRA, the FINRA Conduct Rules (including, without limitation, Rules 2340, 2420, 2730, 2740, 2750 and 2810 of the FINRA Conduct Rules), and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as amended on May 7, 2007 and as the same may be further amended from time to time (the “NASAA Guidelines”). Soliciting Dealer’s acceptance of this Agreement constitutes a representation to the Company and to the Dealer Manager that Soliciting Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictions. This Agreement shall automatically terminate with no further action by either party if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Dealer’s principal office is located. Soliciting Dealer agrees to notify the Dealer Manager immediately if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Dealer is currently registered or licensed.

Appears in 8 contracts

Samples: Soliciting Dealer Agreement (American Realty Capital Daily Net Asset Value Trust, Inc.), Soliciting Dealer Agreement (American Realty Capital Daily Net Asset Value Trust, Inc.), Soliciting Dealer Agreement (American Realty Capital Trust III, Inc.)

AutoNDA by SimpleDocs

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness of this Agreement, the undersigned dealer will become one of the “Soliciting Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Dealer”. Soliciting Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the Rules of Fair Practice of FINRA, the FINRA Conduct Rules (including, without limitation, Rules 2340, 2420, 2730, 2740, 2750 and 2810 of the FINRA Conduct Rules), and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as amended on May 7, 2007 and as the same may be further amended from time to time (the “NASAA Guidelines”). Soliciting Dealer’s 's acceptance of this Agreement constitutes a representation to the Company and to the Dealer Manager that Soliciting Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 I to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictions. This Agreement shall automatically terminate with no further action by either party if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Dealer’s 's principal office is located. Soliciting Dealer agrees to notify the Dealer Manager immediately if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Dealer is currently registered or licensed.

Appears in 7 contracts

Samples: Soliciting Dealer Agreement (ARC Realty Finance Trust, Inc.), Soliciting Dealer Agreement (ARC Realty Finance Trust, Inc.), Soliciting Dealer Agreement (American Realty Capital Healthcare Trust II, Inc.)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness of this Agreement, the undersigned dealer will become one of the “Soliciting Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Dealer”. Soliciting Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the Rules of Fair Practice of FINRA, the FINRA Conduct Rules (including, without limitation, Rules 23402310, 2420, 2730, 2740, 2750 5131 and 2810 5141 of the FINRA Conduct Rules), NASD Rules 2340 and 2420, and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as amended on May 7, 2007 and as the same may be further amended from time to time (the “NASAA Guidelines”). Soliciting Dealer’s 's acceptance of this Agreement constitutes a representation to the Company and to the Dealer Manager that Soliciting Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 I to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictions. This Agreement shall automatically terminate with no further action by either party if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Dealer’s 's principal office is located. Soliciting Dealer agrees to notify the Dealer Manager immediately if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Dealer is currently or at any time during the term of the Agreement registered or licensed.

Appears in 6 contracts

Samples: Soliciting Dealer Agreement (American Realty Captal New York City REIT, Inc.), Soliciting Dealer Agreement (American Realty Capital Hospitality Trust, Inc.), Soliciting Dealer Agreement (Phillips Edison - ARC Grocery Center REIT II, Inc.)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness of this Agreement, the undersigned dealer will become one of the “Soliciting Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Dealer”. Soliciting Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the Rules of Fair Practice of FINRA, the FINRA Conduct Rules (including, without limitation, Rules 23402310, 5110, 5131 and 5141), NASD Rules 2340 and 2420, 2730, 2740, 2750 and 2810 of the FINRA Conduct Rules), and the provisions of Article III.C. and III.E. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as amended on May 7, 2007 and as the same may be further amended from time to time (the “NASAA Guidelines”). Soliciting Dealer’s 's acceptance of this Agreement constitutes a representation to the Company and to the Dealer Manager that Soliciting Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 I to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictions. This Agreement shall automatically terminate with no further action by either party if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Dealer’s 's principal office is located. Soliciting Dealer agrees to notify the Dealer Manager immediately if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Dealer is currently or at any time during the term of the Agreement registered or licensed.

Appears in 6 contracts

Samples: Soliciting Dealer Agreement (American Realty Capital New York City REIT II, Inc.), Soliciting Dealer Agreement (American Realty Capital - Retail Centers of America II, Inc.), Soliciting Dealer Agreement (American Realty Capital - Retail Centers of America II, Inc.)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness of this Agreement, the undersigned dealer will become one of the “Soliciting Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Dealer”). Soliciting Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the Rules of Fair Practice of FINRA, the FINRA Conduct Rules (including, without limitation, Rules 2340, 2420, 2730, 2740, 2750 and 2810 of the FINRA Conduct Rules), and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as the same may be further revised and amended from time to time (the “NASAA Guidelines”). Soliciting Dealer’s acceptance of this Agreement constitutes a representation to the Company and to the Dealer Manager that Soliciting Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictions. This Agreement shall automatically terminate with no further action by either party if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Dealer’s principal office is located. Soliciting Dealer agrees to notify the Dealer Manager immediately if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Dealer is currently registered or licensed.

Appears in 4 contracts

Samples: Soliciting Dealer Agreement (Business Development Corp of America), Soliciting Dealer Agreement (Business Development Corp of America), Soliciting Dealer Agreement (American Realty Capital New York Recovery Reit Inc)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness of this Agreement, the undersigned dealer will become one of the “Soliciting Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Dealer”). Soliciting Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the Rules of Fair Practice of FINRA, the FINRA Conduct Rules (including, without limitation, Rules 2340, 2420, 2730, 2740, 2750 and 2810 of the FINRA Conduct Rules), and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as the same may be further revised and amended from time to time (the “NASAA Guidelines”). Soliciting Dealer’s acceptance of this Agreement constitutes a representation to the Company Trust and to the Dealer Manager that Soliciting Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictions. This Agreement shall automatically terminate with no further action by either party if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Dealer’s principal office is located. Soliciting Dealer agrees to notify the Dealer Manager immediately if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Dealer is currently registered or licensed.

Appears in 3 contracts

Samples: Soliciting Dealer Agreement (United Development Funding Income Fund V), Soliciting Dealer Agreement (United Development Funding Income Fund V), Soliciting Dealer Agreement (United Development Funding IV)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness of this Agreement, the undersigned dealer will become one of the “Soliciting Dealers” that is referred to in the Dealer Manager Agreement Agreement, and is shall be referred to herein as “Soliciting Dealer”. Soliciting Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (including, without limitation, the provisions of Regulation M applicable to the Offering, as interpreted by the Commission and after giving effect to any applicable exemptions) (the “Exchange Act Rules and Regulations”), the Blue Sky Survey Rules of FINRA applicable to the Offering, from time to time in effect, specifically including, but not in any way limited to, NASD Conduct Rules 2340 (as defined belowCustomer Account Statements) and 2420 (Dealing with Non-Members), and FINRA Rules 2111 (Suitability), 2310 (Direct Participation Programs), 5130 (Restrictions on the Rules Purchase and Sale of Fair Practice Initial Equity Public Offerings), and 5141 (Sale of FINRASecurities in a Fixed Price Offering) therein and all other applicable federal and state laws and regulations promulgated in jurisdictions where the Common Shares have been or will be registered. Soliciting Dealer will not offer the Common Shares for sale in any jurisdiction unless and until it has been advised that the Common Shares are either registered in accordance with, or exempt from, the FINRA Conduct Rules (securities and other laws applicable thereto. Soliciting Dealer will offer Common Shares only to persons in the states in which it is advised in writing by its counsel that the Common Shares are qualified for sale or that such qualification is not required. In offering the Common Shares, Soliciting Dealer will comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, without limitation, Rules 2340FINRA rules and applicable “Blue Sky” laws. Notwithstanding the foregoing, 2420, 2730, 2740, 2750 and 2810 Soliciting Dealer shall not execute any transaction with respect to the Common Shares in a discretionary account without prior written approval of the FINRA Conduct Rules), and transaction by the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as amended on May 7, 2007 and as the same may be further amended from time to time (the “NASAA Guidelines”)discretionary account holder. Soliciting Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and to the Dealer Manager that Soliciting Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Common Shares under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. FINRA and is in good standing in all jurisdictions wherein Soliciting Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to will offer and or sell the Shares in such jurisdictionsCommon Shares. This Agreement shall automatically terminate with no further action by either party if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state ceases to be in which good standing in any jurisdiction wherein Soliciting Dealer’s principal office is locatedDealer will offer or sell Common Shares. Soliciting Dealer agrees to notify the Dealer Manager immediately if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of ceases to be in good standing in any state in which jurisdiction wherein Soliciting Dealer is currently registered will offer or licensedsell Common Shares.

Appears in 3 contracts

Samples: Soliciting Dealer Agreement (Lightstone Real Estate Income Trust Inc.), Soliciting Dealer Agreement (Lightstone Real Estate Income Trust Inc.), Soliciting Dealer Agreement (Lightstone Value Plus Real Estate Investment Trust III, Inc.)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness of this Agreement, the undersigned dealer will become one of the “Soliciting Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Dealer”. Soliciting Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (including, without limitation, the provisions of Regulation M applicable to the Offering, as interpreted by the Commission and after giving effect to any applicable exemptions) (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the Rules of Fair Practice of FINRA, the Rules of FINRA Conduct Rules (including, without limitation, Rules 2310, 2340, 2420, 27305130 and 5141 of the Rules of FINRA), 2740and all other applicable federal and state laws and regulations promulgated thereunder. Soliciting Dealer will not offer the Units for sale in any jurisdiction unless and until it has been advised that the Units are either registered in accordance with, 2750 or exempt from, the securities and 2810 other laws applicable thereto. Soliciting Dealer will offer Units only to persons in the states in which it is advised in writing by its counsel that the Units are qualified for sale or that such qualification is not required. In offering the Units, Soliciting Dealer will comply with the provisions of all applicable rules and regulations relating to suitability of investors, including without limitation the FINRA Conduct Rules), and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as amended on May 7, 2007 and as the same may be further amended from time to time (the “NASAA Guidelines”). Soliciting Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and to the Dealer Manager that Soliciting Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares Units under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 to this Agreement and that state in which its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictionsprincipal office is located. This Agreement shall automatically terminate with no further action by either party if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Dealer’s principal office is located. Soliciting Dealer agrees to notify the Dealer Manager immediately if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of any the state in which Soliciting Dealer Dealer’s principal office is currently registered or licensedlocated.

Appears in 3 contracts

Samples: Soliciting Dealer Agreement, Soliciting Dealer Agreement (Preferred Apartment Communities Inc), Soliciting Dealer Agreement (Preferred Apartment Communities Inc)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness acceptance of this AgreementAgreement by Selected Dealer, the undersigned securities dealer will become one of the “Soliciting Selected Dealers” referred to in the Dealer Manager Agreement Agreement, on a non-exclusive basis, and is referred to herein as “Soliciting Selected Dealer”. Soliciting .” Selected Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ), and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the FINRA Rules applicable to the offering of Fair Practice of FINRACCIF 2016 T and each additional Feeder Fund from time to time in effect, the FINRA specifically including, but not in any way limited to, NASD Conduct Rules 2340 (includingCustomer Account Statements) and 2420 (Dealing with Non-Members), without limitationand FINRA Rules 2111 (Suitability), Rules 23402310 (Direct Participation Programs), 24205130 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings), 2730, 2740, 2750 and 2810 5141 (Sale of the FINRA Conduct RulesSecurities in a Fixed Price Offering), and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts Omnibus Guidelines of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as the same may be further revised and amended from time related to time the sale of Business Development Companies (the “NASAA Guidelines”). Soliciting Selected Dealer’s acceptance of this Agreement constitutes a representation to the Company Master Fund, CCIF 2016 T and each additional Feeder Fund in which Shares are then being offered by Selected Dealer pursuant to this Agreement and to the Dealer Manager that Soliciting Selected Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Selected Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 I to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictions. Further, Selected Dealer agrees that with respect to any invitation extended by Dealer Manager to make offers and sales of the Shares of additional Feeder Funds (as shown on Schedule IV to this Agreement), Selected Dealer will acknowledge its acceptance of the invitation for additional Feeder Fund(s) in which it elects to participate by executing Schedule II, as it may be amended from time to time, and returning it to the Dealer Manager at the address provided in Section 15(c) herein. This Agreement shall automatically terminate with no further action by either party if Soliciting Selected Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Selected Dealer’s principal office is located. Soliciting Selected Dealer agrees to notify the Dealer Manager immediately if Soliciting Selected Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Selected Dealer is currently registered or licensed.

Appears in 3 contracts

Samples: The Selected Dealer Agreement (Carey Credit Income Fund 2017 T), Dealer Agreement (Carey Credit Income Fund 2016 T), Selected Dealer Agreement (Carey Credit Income Fund 2016 T)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness of this Agreement, the undersigned dealer will become one of the “Soliciting Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Dealer”. Soliciting Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the Rules of Fair Practice of FINRA, the FINRA Conduct Rules (including, without limitation, Rules 2340, 2420, 2730, 2740, 2750 and 2810 of the FINRA Conduct Rules), and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as amended on May 7, 2007 and as the same may be further amended from time to time (the “NASAA Guidelines”). Soliciting Dealer’s acceptance of this Agreement constitutes a representation to the Company and to the Dealer Manager that Soliciting Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictions. This Agreement shall automatically terminate with no further action by either party if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Dealer’s principal office is located. Soliciting Dealer agrees to notify the Dealer Manager immediately if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Dealer is currently registered or licensed.

Appears in 2 contracts

Samples: Soliciting Dealer Agreement (American Realty Capital - Retail Centers of America, Inc.), Soliciting Dealer Agreement (American Realty Capital - Retail Centers of America, Inc.)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness date of this Agreement, the undersigned securities dealer will become one of the “Soliciting Selected Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Selected Dealer”. Soliciting Selected Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the FINRA Rules of Fair Practice of FINRAapplicable to the Offering from time to time in effect, the FINRA specifically including, but not in any way limited to, NASD Conduct Rules 2310 (includingRecommendations to Customers), without limitation2340 (Customer Account Statements), and 2420 (Dealing with Non-Members), and FINRA Rules 23402310 (Direct Participation Programs), 24205130 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings), 2730, 2740, 2750 and 2810 5141 (Sale of the FINRA Conduct RulesSecurities in a Fixed Price Offering), and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as the same may be further revised and amended from time to time (the “NASAA Guidelines”). Soliciting Selected Dealer’s acceptance of this Agreement constitutes a representation to the Company and to the Dealer Manager that Soliciting Selected Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Selected Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 I to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictions. This Agreement shall automatically terminate with no further action by either party if Soliciting Selected Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Selected Dealer’s principal office is located. Soliciting Selected Dealer agrees to notify the Dealer Manager immediately if Soliciting Selected Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Selected Dealer is currently registered or licensed.

Appears in 2 contracts

Samples: Selected Dealer Agreement (Corporate Property Associates 18 Global Inc), Selected Dealer Agreement (Corporate Property Associates 18 Global Inc)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness of this Agreement, the undersigned dealer will become one of the “Soliciting Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Dealer”). Soliciting Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the Rules of Fair Practice of FINRA, the FINRA Conduct Rules (including, without limitation, Rules 2340, 2420, 2730, 2740, 2750 and 2810 of the FINRA Conduct Rules), and the provisions of Article III.C. and III.E. of the Statement of Policy Regarding Real Estate Investment Trusts Omnibus Guidelines of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as the same may be further revised and amended from time to time (the “NASAA Guidelines”). Soliciting Dealer’s acceptance of this Agreement constitutes a representation to the Company and to the Dealer Manager that Soliciting Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictions. This Agreement shall automatically terminate with no further action by either party if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Dealer’s principal office is located. Soliciting Dealer agrees to notify the Dealer Manager immediately if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Dealer is currently registered or licensed.

Appears in 2 contracts

Samples: Soliciting Dealer Agreement (Business Development Corp of America), Soliciting Dealer Agreement (Business Development Corp of America)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness date of this Agreement, the undersigned securities dealer will become one of the “Soliciting Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Dealer”. .” Soliciting Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), FINRA Rules applicable to the Rules of Fair Practice of FINRA, the FINRA Conduct Rules (including, without limitation, Rules 2340, 2420, 2730, 2740, 2750 and 2810 of the FINRA Conduct Rules), and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as amended on May 7, 2007 and as the same may be further amended Offering from time to time in effect, specifically including, but not in any way limited to, NASD Conduct Rule 2340 (Customer Account Statements) and FINRA Rules 2040 (Payments to Unregistered Persons), 2111 (Suitability), 2310 (Direct Participation Programs), 5130 (Restrictions on the “NASAA Guidelines”Purchase and Sale of Initial Equity Public Offerings), and 5141 (Sale of Securities in a Fixed Price Offering), and all other applicable federal and state laws and regulations promulgated thereunder. Soliciting Dealer’s acceptance of this Agreement constitutes a representation to the Company and to the Dealer Manager that Soliciting Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares mShares under federal and state securities laws and regulations in all states where it offers or sells SharesmShares, and that it is a member in good standing of FINRA. Soliciting Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 I to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares mShares in such jurisdictions. This Agreement shall automatically terminate with no further action by either party if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Dealer’s principal office is located. Soliciting Dealer agrees to notify the Dealer Manager immediately if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Dealer is currently registered or licensed.

Appears in 2 contracts

Samples: Soliciting Dealer Agreement (Preferred Apartment Communities Inc), Soliciting Dealer Agreement

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness date of this Agreement, the undersigned securities dealer will become one of the “Soliciting Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Dealer”. .” Soliciting Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), FINRA Rules applicable to the Rules of Fair Practice of FINRA, the FINRA Conduct Rules (including, without limitation, Rules 2340, 2420, 2730, 2740, 2750 and 2810 of the FINRA Conduct Rules), and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as amended on May 7, 2007 and as the same may be further amended Offering from time to time in effect, specifically including, but not in any way limited to, NASD Conduct Rule 2340 (Customer Account Statements) and FINRA Rules 2040 (Payments to Unregistered Persons), 2111 (Suitability), 2310 (Direct Participation Programs), 5130 (Restrictions on the “NASAA Guidelines”Purchase and Sale of Initial Equity Public Offerings), and 5141 (Sale of Securities in a Fixed Price Offering), and all other applicable federal and state laws and regulations promulgated thereunder. Soliciting Dealer’s acceptance of this Agreement constitutes a representation to the Company and to the Dealer Manager that Soliciting Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares Units under federal and state securities laws and regulations in all states where it offers or sells SharesUnits, and that it is a member in good standing of FINRA. Soliciting Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 I to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares Units in such jurisdictions. This Agreement shall automatically terminate with no further action by either party if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Dealer’s principal office is located. Soliciting Dealer agrees to notify the Dealer Manager immediately if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Dealer is currently registered or licensed.

Appears in 2 contracts

Samples: Soliciting Dealer Agreement (Preferred Apartment Communities Inc), Soliciting Dealer Agreement

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness of this Agreement, the undersigned dealer will become one of the “Soliciting Dealers” that is referred to in the Dealer Manager Agreement Agreement, and is shall be referred to herein as “Soliciting Dealer”. Soliciting Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (including, without limitation, the provisions of Regulation M applicable to the Offering, as interpreted by the Commission and after giving effect to any applicable exemptions) (the “Exchange Act Rules and Regulations”), the Blue Sky Survey Rules of FINRA applicable to the Offering, from time to time in effect, specifically including, but not in any way limited to, NASD Conduct Rules 2310 (as defined belowRecommendations to Customers), 2340 (Customer Account Statements), and 2420 (Dealing with Non-Members), and FINRA Rules 2310 (Direct Participation Programs), 5130 (Restrictions on the Rules Purchase and Sale of Fair Practice Initial Equity Public Offerings), and 5141 (Sale of FINRASecurities in a Fixed Offering Price) therein and all other applicable federal and state laws and regulations promulgated thereunder. Soliciting Dealer will not offer the Common Shares for sale in any jurisdiction unless and until it has been advised that the Common Shares are either registered in accordance with, or exempt from, the FINRA Conduct Rules (securities and other laws applicable thereto. Soliciting Dealer will offer Common Shares only to persons in the states in which it is advised in writing by its counsel that the Common Shares are qualified for sale or that such qualification is not required. In offering the Common Shares, Soliciting Dealer will comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, without limitation, Rules 2340FINRA rules. Notwithstanding the foregoing, 2420, 2730, 2740, 2750 and 2810 Soliciting Dealer shall not execute any transaction with respect to the Common Shares in a discretionary account without prior written approval of the FINRA Conduct Rules), and transaction by the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as amended on May 7, 2007 and as the same may be further amended from time to time (the “NASAA Guidelines”)customer. Soliciting Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and to the Dealer Manager that Soliciting Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Common Shares under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 to this Agreement and that state in which its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictionsprincipal office is located. This Agreement shall automatically terminate with no further action by either party if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Dealer’s principal office is located. Soliciting Dealer agrees to notify the Dealer Manager immediately if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of any the state in which Soliciting Dealer Dealer’s principal office is currently registered or licensedlocated.

Appears in 2 contracts

Samples: Soliciting Dealer Agreement (United Realty Trust Inc), Soliciting Dealer Agreement (United Realty Trust Inc)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness acceptance of this AgreementAgreement by Selected Dealer, the undersigned securities dealer will become one of the “Soliciting Selected Dealers” referred to in the Dealer Manager Agreement Agreement, on a non-exclusive basis, and is referred to herein as “Soliciting Selected Dealer”. Soliciting .” Selected Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ), and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the FINRA Rules applicable to the offering of Fair Practice of FINRAGCIF 2019 and each additional Feeder Fund from time to time in effect, the FINRA specifically including, but not in any way limited to, NASD Conduct Rules 2340 (includingCustomer Account Statements) and 2420 (Dealing with Non-Members), without limitationand FINRA Rules 2111 (Suitability), Rules 23402310 (Direct Participation Programs), 24205130 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings), 2730, 2740, 2750 and 2810 5141 (Sale of the FINRA Conduct RulesSecurities in a Fixed Price Offering), and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts Omnibus Guidelines of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as the same may be further revised and amended from time related to time the sale of Business Development Companies (the “NASAA Guidelines”). Soliciting Selected Dealer’s acceptance of this Agreement constitutes a representation to the Company Master Fund, GCIF 2019 and each additional Feeder Fund in which Shares are then being offered by Selected Dealer pursuant to this Agreement and to the Dealer Manager that Soliciting Selected Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Selected Dealer represents and Guggenheim Funds Distributors, LLC Selected Dealer Agreement 2 warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 I to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictions. Further, Selected Dealer agrees that with respect to any invitation extended by Dealer Manager to make offers and sales of the Shares of GCIF 2019 or any additional Feeder Funds (as shown on Schedule IV to this Agreement), Selected Dealer will acknowledge its acceptance of the invitation for the Feeder Fund(s) in which it elects to participate by executing an acceptance in the form contained in Schedule II hereto, as it may be amended from time to time (each, an “Acceptance”), and returning it to the Dealer Manager at the address provided in Section 15(c) herein. This Agreement shall automatically terminate with no further action by either party if Soliciting Selected Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Selected Dealer’s principal office is located. Soliciting Selected Dealer agrees to notify the Dealer Manager immediately if Soliciting Selected Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Selected Dealer is currently registered or licensed.

Appears in 2 contracts

Samples: Selected Dealer Agreement (Guggenheim Credit Income Fund 2019), www.sec.gov

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness of this Agreement, the undersigned dealer will become one of the “Soliciting Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Dealer”. Soliciting Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (including, without limitation, the provisions of Regulation M applicable to the Offering, as interpreted by the Commission and after giving effect to any applicable exemptions) (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the Rules of Fair Practice of FINRA, the FINRA Conduct Rules (including, without limitation, Rules 2111, 2040, 2340, 24205130 and 5141 of the FINRA Rules), 2730and all other applicable federal and state laws and regulations promulgated thereunder. Soliciting Dealer will not offer the Units for sale in any jurisdiction unless and until it has been advised that the Units are either registered in accordance with, 2740or exempt from, 2750 the securities and 2810 other laws applicable thereto. Soliciting Dealer will offer Units only to persons in the states in which it is advised in writing by its counsel that the Units are qualified for sale or that such qualification is not required. In offering the Units, Soliciting Dealer will comply with the provisions of all applicable rules and regulations relating to suitability of investors, including without limitation the FINRA Conduct Rules). Notwithstanding the foregoing, and Soliciting Dealer shall not execute any transaction with respect to the provisions of Article III.C. Units in a discretionary account without prior written approval of the Statement of Policy Regarding Real Estate Investment Trusts of transaction by the North American Securities Administrators Association, Inc., as amended on May 7, 2007 and as the same may be further amended from time to time (the “NASAA Guidelines”)customer. Soliciting Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and to the Dealer Manager that Soliciting Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares Units under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 to this Agreement and that state in which its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictionsprincipal office is located. This Agreement shall automatically terminate with no further action by either party if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Dealer’s principal office is located. Soliciting Dealer agrees to notify the Dealer Manager immediately if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of any the state in which Soliciting Dealer Dealer’s principal office is currently registered or licensedlocated.

Appears in 2 contracts

Samples: Corporation Soliciting Dealer Agreement (CIM Commercial Trust Corp), Corporation Soliciting Dealer Agreement (CIM Commercial Trust Corp)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness of this Agreement, the undersigned dealer will become one of the “Soliciting Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Dealer”. Soliciting Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (including, without limitation, the provisions of Regulation M applicable to the Offering, as interpreted by the Commission and after giving effect to any applicable exemptions) (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the Rules of Fair Practice of FINRA, the FINRA Conduct Rules (including, without limitation, Rules 2340, 2420, 2730, 2740, 2750 and 2810 5130 of the FINRA Conduct Rules), all other applicable federal and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as amended on May 7, 2007 state laws and as the same may be further amended from time to time (the “NASAA Guidelines”)regulations promulgated thereunder. Soliciting Dealer’s acceptance of this Agreement constitutes a representation to the Company and to the Dealer Manager that Soliciting Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 to this Agreement and that state in which its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictionsprincipal office is located. This Agreement shall automatically terminate with no further action by either party if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Dealer’s principal office is located. Soliciting Dealer agrees to notify the Dealer Manager immediately if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of any the state in which Soliciting Dealer its principal office is currently registered or licensedlocated.

Appears in 2 contracts

Samples: Soliciting Dealer Agreement (American Realty Capital Properties, Inc.), Soliciting Dealer Agreement (American Realty Capital Properties, Inc.)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness acceptance of this AgreementAgreement by Selected Broker-Dealer, the undersigned dealer will become one of the “Soliciting Selected Broker-Dealers” referred to in the Dealer Manager Agreement Agreement, on a non-exclusive basis, and is referred to herein as “Soliciting Selected Broker-Dealer”. Soliciting .” Selected Broker-Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the FINRA Rules applicable to the offering of Fair Practice of FINRATerra Income Fund 6, the FINRA Inc., specifically including but not in any way limited to NASD Conduct Rules 2340 (includingCustomer Account Statements) and 2420 (Dealing with Non-Members), without limitationand FINRA Rules 2111 (Suitability), Rules 23402310 (Direct Participation Programs), 24205130 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings), 2730, 2740, 2750 and 2810 5141 (Sale of the FINRA Conduct RulesSecurities in a Fixed Price Offering), and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts Omnibus Guidelines of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as the same may be further revised and amended from time related to time the sale of business development companies (the “NASAA Guidelines”). Soliciting Selected Broker-Dealer’s acceptance of this Agreement constitutes a representation to the Company and to the Dealer Manager that Soliciting Selected Broker-Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Selected Broker-Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 I to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictions. This Agreement shall automatically terminate with no further action by either party if Soliciting Selected Broker-Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Selected Broker-Dealer’s principal office is located. Soliciting Selected Broker-Dealer agrees to notify the Dealer Manager immediately if Soliciting Selected Broker-Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Selected Broker-Dealer is currently registered or licensed.

Appears in 2 contracts

Samples: Dealer Manager Agreement (Terra Income Fund 6, Inc.), Dealer Manager Agreement (Terra Income Fund 6, Inc.)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness acceptance of this AgreementAgreement by Selected Dealer, the undersigned securities dealer will become one of the “Soliciting Selected Dealers” referred to in the Dealer Manager Agreement Agreement, on a non-exclusive basis, and is referred to herein as “Soliciting Selected Dealer”. Soliciting .” Selected Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ), and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the FINRA Rules applicable to the offering of Fair Practice of FINRACCIF 2018 T and each additional Feeder Fund from time to time in effect, the FINRA specifically including, but not in any way limited to, NASD Conduct Rules 2340 (includingCustomer Account Statements) and 2420 (Dealing with Non-Members), without limitationand FINRA Rules 2111 (Suitability), Rules 23402310 (Direct Participation Programs), 24205130 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings), 2730, 2740, 2750 and 2810 5141 (Sale of the FINRA Conduct RulesSecurities in a Fixed Price Offering), and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts Omnibus Guidelines of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as the same may be further revised and amended from time related to time the sale of Business Development Companies (the “NASAA Guidelines”). Soliciting Selected Dealer’s acceptance of this Agreement constitutes a representation to the Company Master Fund, CCIF 2018 T and each additional Feeder Fund in which Shares are then being offered by Selected Dealer pursuant to this Agreement and to the Dealer Manager that Soliciting Selected Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Selected Dealer represents and warrants that it is currently licensed as a broker-broker- dealer in the jurisdictions identified on Schedule 1 I to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictions. Further, Selected Dealer agrees that with respect to any invitation extended by Dealer Manager to make offers and sales of the Shares of CCIF 2018 T or any additional Feeder Funds (as shown on Schedule IV to this Agreement), Selected Dealer will acknowledge its acceptance of the invitation for the Feeder Fund(s) in which it elects to participate by executing an acceptance in the form contained in Schedule II hereto as it may be amended from time to time (each, an “Acceptance”), and returning it to the Dealer Manager at the address provided in Section 15(c) herein. This Agreement shall automatically terminate with no further action by either party if Soliciting Selected Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Selected Dealer’s principal office is located. Soliciting Selected Dealer agrees to notify the Dealer Manager immediately if Soliciting Selected Dealer ceases to be a Xxxxx Financial, LLC 2 Selected Dealer Agreement member in good standing of FINRA or with the securities commission of any state in which Soliciting Selected Dealer is currently registered or licensed.

Appears in 2 contracts

Samples: Dealer Manager Agreement (Carey Credit Income Fund 2016 T), Selected Dealer Agreement (Carey Credit Income Fund 2016 T)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness date of this Agreement, the undersigned securities dealer will become one of the “Soliciting Selected Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Selected Dealer”. Soliciting Selected Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the FINRA Rules of Fair Practice of FINRAapplicable to the Offering from time to time in effect, the FINRA specifically including, but not in any way limited to, NASD Conduct Rules 2340 (includingCustomer Account Statements) and 2420 (Dealing with Non-Members), without limitationand FINRA Rules 2111 (Suitability), Rules 23402310 (Direct Participation Programs), 24205130 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings), 2730, 2740, 2750 and 2810 5141 (Sale of the FINRA Conduct RulesSecurities in a Fixed Price Offering), and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as the same may be further revised and amended from time to time (the “NASAA Guidelines”). Soliciting Selected Dealer’s acceptance of this Agreement constitutes a representation to the Company and to the Dealer Manager that Soliciting Selected Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Selected Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 I to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictions. This Agreement shall automatically terminate with no further action by either party if Soliciting Selected Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Selected Dealer’s principal office is located. Soliciting Selected Dealer agrees to notify the Dealer Manager immediately if Soliciting Selected Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Selected Dealer is currently registered or licensed.

Appears in 2 contracts

Samples: Selected Dealer Agreement (Carey Watermark Investors 2 Inc), Selected Dealer Agreement (Carey Watermark Investors 2 Inc)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness of this Agreement, the undersigned dealer will become one of the “Soliciting Dealers” referred to in the Dealer Manager Agreement and is referred to herein as Soliciting Dealer”Dealer ” . Soliciting Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the Exchange ActAct ”) and the applicable rules and regulations promulgated thereunder (the Exchange Act Rules and RegulationsRegulations ”), the Blue Sky Survey (as defined below), the Rules of Fair Practice of FINRA, the FINRA Conduct Rules (including, without limitation, Rules 2340, 2420, 2730, 2740, 2750 and 2810 of the FINRA Conduct Rules), and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as amended on May 7, 2007 and as the same may be further amended from time to time (the NASAA GuidelinesGuidelines ”). Soliciting Dealer’s acceptance of this Agreement constitutes a representation to the Company and to the Dealer Manager that Soliciting Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictions. This Agreement shall automatically terminate with no further action by either party if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Dealer’s principal office is located. Soliciting Dealer agrees to notify the Dealer Manager immediately if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Dealer is currently registered or licensed.

Appears in 1 contract

Samples: Soliciting Dealer Agreement (American Realty Capital Trust IV, Inc.)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness date of this Agreement, the undersigned securities dealer will become one of the “Soliciting Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Dealer”. .” Soliciting Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), FINRA Rules applicable to the Rules of Fair Practice of FINRA, the FINRA Conduct Rules (including, without limitation, Rules 2340, 2420, 2730, 2740, 2750 and 2810 of the FINRA Conduct Rules), and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as amended on May 7, 2007 and as the same may be further amended Offering from time to time in effect, specifically including, but not in any way limited to, FINRA Rules 2040 (Payments to Unregistered Persons), 2111 (Suitability), 2231 (Customer Account Statements), 2310 (Direct Participation Programs), 5130 (Restrictions on the “NASAA Guidelines”Purchase and Sale of Initial Equity Public Offerings), and 5141 (Sale of Securities in a Fixed Price Offering), and all other applicable federal and state laws and regulations promulgated thereunder. Soliciting Dealer’s acceptance of this Agreement constitutes a representation to the Company and to the Dealer Manager that Soliciting Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares Preferred Stock under federal and state securities laws and regulations in all states where it offers or sells SharesPreferred Stock, and that it is a member in good standing of FINRA. Soliciting Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 I to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares Preferred Stock in such jurisdictions. This Agreement shall automatically terminate with no further action by either party if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Dealer’s principal office is located. Soliciting Dealer agrees to notify the Dealer Manager immediately if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Dealer is currently registered or licensed.

Appears in 1 contract

Samples: Soliciting Dealer Agreement (Preferred Apartment Communities Inc)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness acceptance of this AgreementAgreement by Selected Dealer, the undersigned securities dealer will become one of the “Soliciting Selected Dealers” referred to in the Dealer Manager Agreement Agreement, on a non-exclusive basis, and is referred to herein as “Soliciting Selected Dealer”. Soliciting .” Selected Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ), and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the FINRA Rules applicable to the offering of Fair Practice of FINRACCIF 2015 T and each additional Feeder Fund from time to time in effect, the FINRA specifically including, but not in any way limited to, NASD Conduct Rules 2340 (includingCustomer Account Statements) and 2420 (Dealing with Non-Members), without limitationand FINRA Rules 2111 (Suitability), Rules 23402310 (Direct Participation Programs), 24205130 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings), 2730, 2740, 2750 and 2810 5141 (Sale of the FINRA Conduct RulesSecurities in a Fixed Price Offering), and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts Omnibus Guidelines of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as the same may be further revised and amended from time related to time the sale of Business Development Companies (the “NASAA Guidelines”). Soliciting Selected Dealer’s acceptance of this Agreement constitutes a representation to the Company Master Fund, CCIF 2015 T and each additional Feeder Fund in which Shares are then being offered by Selected Dealer pursuant to this Agreement and to the Dealer Manager that Soliciting Selected Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Selected Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 I to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictions. Further, Selected Dealer agrees that with respect to any invitation extended by Dealer Manager to make offers and sales of the Shares of additional Feeder Funds (as shown on Schedule IV to this Agreement), Selected Dealer will acknowledge its acceptance of the invitation for additional Feeder Fund(s) in which it elects to participate by executing Schedule II, as it may be amended from time to time, and returning it to the Dealer Manager at the address provided in Section 15(c) herein. This Agreement shall automatically terminate with no further action by either party if Soliciting Selected Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Selected Dealer’s principal office is located. Soliciting Selected Dealer agrees to notify the Dealer Manager immediately if Soliciting Selected Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Selected Dealer is currently registered or licensed.

Appears in 1 contract

Samples: Selected Dealer Agreement (Carey Credit Income Fund 2015 T)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness date of this Agreement, the undersigned securities dealer will become one of the “Soliciting Participating Broker-Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Participating Broker-Dealer”. Soliciting .” Participating Broker-Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), FINRA Rules applicable to the Rules of Fair Practice of FINRA, the FINRA Conduct Rules (including, without limitation, Rules 2340, 2420, 2730, 2740, 2750 and 2810 of the FINRA Conduct Rules), and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as amended on May 7, 2007 and as the same may be further amended Offering from time to time in effect, specifically including, but not in any way limited to, FINRA Rules 2040 (Payments to Unregistered Persons), 2111 (Suitability), 2231 (Customer Account Statements), 2310 (Direct Participation Programs), 5130 (Restrictions on the “NASAA Guidelines”Purchase and Sale of Initial Equity Public Offerings), and 5141 (Sale of Securities in a Fixed Price Offering), and all other applicable federal and state laws and regulations promulgated thereunder. Soliciting Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation to the Company and to the Dealer Manager that Soliciting Participating Broker-Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Participating Broker-Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 I to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictions. This Agreement shall automatically terminate with no further action by either party if Soliciting Participating Broker-Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Participating Broker-Dealer’s principal office is located. Soliciting Participating Broker-Dealer agrees to notify the Dealer Manager immediately if Soliciting Participating Broker-Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Participating Broker-Dealer is currently registered or licensed.

Appears in 1 contract

Samples: Braemar Hotels & Resorts Inc.

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness of this Agreement, the undersigned dealer will become one of the “Soliciting Selected Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Selected Dealer”. Soliciting Selected Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the Rules of Fair Practice of FINRA, the FINRA Conduct Rules (including, without limitation, NASD Conduct Rules 2340, 2420, 2730, 2740, 2750 and 2810 of the FINRA Conduct RulesRule 2310), and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as the same may be further revised and amended from time to time (the “NASAA Guidelines”). Soliciting Selected Dealer’s acceptance of this Agreement constitutes a representation to the Company and to the Dealer Manager that Soliciting Selected Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Selected Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 I to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictions. This Agreement shall automatically terminate with no further action by either party if Soliciting Selected Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Selected Dealer’s principal office is located. Soliciting Selected Dealer agrees to notify the Dealer Manager immediately if Soliciting Selected Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Selected Dealer is currently registered or licensed.

Appears in 1 contract

Samples: Selected Dealer Agreement (Corporate Property Associates 17 - Global INC)

AutoNDA by SimpleDocs

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness of this Agreement, the undersigned dealer will become one of the “Soliciting Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Dealer”. .” Soliciting Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ), and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the Rules of Fair Practice of FINRA, the FINRA Conduct Rules (including, without limitation, Rules 2040, 2310, 5110, 5131 and 5141), NASD Rule 2340, 2420, 2730, 2740, 2750 and 2810 of the FINRA Conduct Rules), and the provisions of Article III.C. Section IV.C. and IV.E. of the Statement of Policy Regarding Real Estate Investment Trusts Registration of Oil and Gas Programs of the North American Securities Administrators Association, Inc., as amended on May 75, 2007 2012, and as the same may be further amended from time to time (the “NASAA Guidelines”). Soliciting Dealer’s acceptance of this Agreement constitutes a representation to the Company Partnership and to the Dealer Manager that Soliciting Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares Units under federal and state securities laws and regulations in all states where it offers or sells SharesUnits, and that it is a member in good standing of FINRA. Soliciting Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 I to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares Units in such jurisdictions. This Agreement shall automatically terminate with no further action by either party if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Dealer’s principal office is located. Soliciting Dealer agrees to notify the Dealer Manager immediately if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Dealer is currently or at any time during the term of the Agreement registered or licensed.

Appears in 1 contract

Samples: Soliciting Dealer Agreement (Atlas Growth Partners, L.P.)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness of this Agreement, the undersigned dealer will become one of the “Soliciting Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Dealer”. Soliciting Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the Rules of Fair Practice of FINRA, the FINRA Conduct Rules (including, without limitation, Rules 23402310, 2420, 2730, 2740, 2750 5131 and 2810 5141 of the FINRA Conduct Rules), NASD Rules 2340 and 2420, and the provisions of Article III.C. IV of the Statement of Policy Regarding Real Estate Investment Trusts Registration of Oil and Gas Programs of the North American Securities Administrators Association, Inc., as amended on May 7, 2007 and as the same may be further amended from time to time (the “NASAA Guidelines”). Soliciting Dealer’s 's acceptance of this Agreement constitutes a representation to the Company and to the Dealer Manager that Soliciting Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares Units under federal and state securities laws and regulations in all states where it offers or sells SharesUnits, and that it is a member in good standing of FINRA. Soliciting Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 I to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares Units in such jurisdictions. This Agreement shall automatically terminate with no further action by either party if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Dealer’s 's principal office is located. Soliciting Dealer agrees to notify the Dealer Manager immediately if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Dealer is currently or at any time during the term of this Agreement registered or licensed.

Appears in 1 contract

Samples: Soliciting Dealer Agreement (American Energy Capital Partners, LP)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness of this Agreement, the undersigned dealer will become one of the “Soliciting Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Dealer”. Soliciting Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (including, without limitation, the provisions of Regulation M applicable to the Offering, as interpreted by the Commission and after giving effect to any applicable exemptions) (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the Rules of Fair Practice of FINRA, the FINRA Conduct Rules (including, without limitation, Rules 2310, 2340, 2420, 27305130 and 5141 of the FINRA Rules), 2740and all other applicable federal and state laws and regulations promulgated thereunder. Soliciting Dealer will not offer the Units for sale in any jurisdiction unless and until it has been advised that the Units are either registered in accordance with, 2750 or exempt from, the securities and 2810 other laws applicable thereto. Soliciting Dealer will offer Units only to persons in the states in which it is advised in writing by its counsel that the Units are qualified for sale or that such qualification is not required. In offering the Units, Soliciting Dealer will comply with the provisions of all applicable rules and regulations relating to suitability of investors, including wihtout limitation the FINRA Conduct Rules). Notwithstanding the foregoing, and Soliciting Dealer shall not execute any transaction with respect to the provisions of Article III.C. Units in a discretionary account without prior written approval of the Statement of Policy Regarding Real Estate Investment Trusts of transaction by the North American Securities Administrators Association, Inc., as amended on May 7, 2007 and as the same may be further amended from time to time (the “NASAA Guidelines”)customer. Soliciting Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and to the Dealer Manager that Soliciting Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares Units under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 to this Agreement and that state in which its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictionsprincipal office is located. This Agreement shall automatically terminate with no further action by either party if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Dealer’s principal office is located. Soliciting Dealer agrees to notify the Dealer Manager immediately if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of any the state in which Soliciting Dealer Dealer’s principal office is currently registered or licensedlocated.

Appears in 1 contract

Samples: Soliciting Dealer Agreement (Preferred Apartment Communities Inc)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness of this Agreement, the undersigned dealer will become one of the “Soliciting Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Dealer”). Soliciting Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (including specifically Rule 15c2-4 under the Exchange Act, as interpreted by in NASD Notice to Members 84-64 and as it may be amended from time to time, which requires that during the escrow period checks be promptly transmitted by the Soliciting Dealer to the Escrow Agent as soon as practicable but in any event by noon of the second business day following receipt by the Soliciting Dealer, the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the Rules of Fair Practice of FINRA, the FINRA NASD Conduct Rules (including, without limitation, Rules 2340, 2420, 2730, 2740, and 2750 and 2810 of the FINRA NASD Conduct Rules), FINRA Rule 2310 and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as the same may be further revised and amended from time to time (the “NASAA Guidelines”). Soliciting Dealer’s acceptance of this Agreement constitutes a representation to the Company and to the Dealer Manager that Soliciting Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictions. This Agreement shall automatically terminate with no further action by either party if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Dealer’s principal office is located. Soliciting Dealer agrees to notify the Dealer Manager immediately if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Dealer is currently registered or licensed.

Appears in 1 contract

Samples: Soliciting Dealer Agreement (Phillips Edison - ARC Shopping Center REIT Inc.)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness date of this Agreement, the undersigned securities dealer will become one of the “Soliciting Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Dealer”. .” Soliciting Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), FINRA Rules applicable to the Rules of Fair Practice of FINRA, the FINRA Conduct Rules (including, without limitation, Rules 2340, 2420, 2730, 2740, 2750 and 2810 of the FINRA Conduct Rules), and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as amended on May 7, 2007 and as the same may be further amended Offering from time to time in effect, specifically including, but not in any way limited to, NASD Conduct Rule 2340 (Customer Account Statements) and FINRA Rules 2040 (Payments to Unregistered Persons), 2111 (Suitability), 5110 (Corporate Financing Rule – Underwriting Terms and Arrangements), 5130 (Restrictions on the “NASAA Guidelines”Purchase and Sale of Initial Equity Public Offerings), and 5141 (Sale of Securities in a Fixed Price Offering), and all other applicable federal and state laws and regulations promulgated thereunder. Soliciting Dealer’s acceptance of this Agreement constitutes a representation to the Company and to the Dealer Manager that Soliciting Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares Units under federal and state securities laws and regulations in all states where it offers or sells SharesUnits, and that it is a member in good standing of FINRA. Soliciting Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 II to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares Units in such jurisdictions. This Agreement shall automatically terminate with no further action by either party if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Dealer’s principal office is located. Soliciting Dealer agrees to notify the Dealer Manager immediately if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Dealer is currently registered or licensed.

Appears in 1 contract

Samples: Soliciting Dealer Agreement (GWG Life, LLC)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness of this Agreement, the undersigned dealer will become one of the “Soliciting Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Dealer”. Soliciting Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (including, without limitation, the provisions of Regulation M applicable to the Offering, as interpreted by the Commission and after giving effect to any applicable exemptions) (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the Rules of Fair Practice of FINRA, the FINRA Conduct Rules (including, without limitation, Rules 2310, 2340, 2420, 2730, 2740, 2750 5130 and 2810 5141 of the FINRA Conduct Rules), all other applicable federal and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as amended on May 7, 2007 state laws and as the same may be further amended from time to time (the “NASAA Guidelines”)regulations promulgated thereunder. Soliciting Dealer’s acceptance of this Agreement constitutes a representation to the Company and to the Dealer Manager that Soliciting Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 to this Agreement and that state in which its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictionsprincipal office is located. This Agreement shall automatically terminate with no further action by either party if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Dealer’s principal office is located. Soliciting Dealer agrees to notify the Dealer Manager immediately if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of any the state in which Soliciting Dealer its principal office is currently registered or licensedlocated.

Appears in 1 contract

Samples: Soliciting Dealer Agreement (American Realty Capital Properties, Inc.)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness of this Agreement, the undersigned dealer will become one of the “Soliciting Selected Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Selected Dealer”. Soliciting Selected Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the Rules of Fair Practice of FINRA, the FINRA Conduct Rules (including, without limitation, NASD Conduct Rules 2340, 2420, 2730, 2740, 2750 and 2810 of the FINRA Conduct RulesRule 2310), and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as the same may be further revised and amended from time to time (the “NASAA Guidelines”). Soliciting Selected Dealer’s acceptance of this Agreement constitutes a representation to the Company and to the Dealer Manager that Soliciting Selected Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Selected Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictions. This Agreement shall automatically terminate with no further action by either party if Soliciting Selected Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Selected Dealer’s principal office is located. Soliciting Selected Dealer agrees to notify the Dealer Manager immediately if Soliciting Selected Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Selected Dealer is currently registered or licensed.

Appears in 1 contract

Samples: Selected Dealer Agreement (Carey Watermark Investors Inc)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness of this Agreement, the undersigned dealer will become one of the “Soliciting Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Dealer”. Soliciting Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (including, without limitation, the provisions of Regulation M applicable to the Offering, as interpreted by the Commission and after giving effect to any applicable exemptions) (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the Rules of Fair Practice of FINRA, the Rules of FINRA Conduct Rules (including, without limitation, Rules 2310, 2340, 2420, 27305130 and 5141 of the Rules of FINRA), 2740and all other applicable federal and state laws and regulations promulgated thereunder. Soliciting Dealer will not offer the Units for sale in any jurisdiction unless and until it has been advised that the Units are either registered in accordance with, 2750 or exempt from, the securities and 2810 other laws applicable thereto. Soliciting Dealer will offer Units only to persons in the states in which it is advised in writing by its counsel that the Units are qualified for sale or that such qualification is not required. In offering the Units, Soliciting Dealer will comply with the provisions of all applicable rules and regulations relating to suitability of investors, including wihtout limitation the FINRA Conduct Rules). Notwithstanding the foregoing, and Soliciting Dealer shall not execute any transaction with respect to the provisions of Article III.C. Units in a discretionary account without prior written approval of the Statement of Policy Regarding Real Estate Investment Trusts of transaction by the North American Securities Administrators Association, Inc., as amended on May 7, 2007 and as the same may be further amended from time to time (the “NASAA Guidelines”)customer. Soliciting Dealer’s acceptance of this Agreement constitutes a representation and warranty to the Company and to the Dealer Manager that Soliciting Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares Units under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 to this Agreement and that state in which its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictionsprincipal office is located. This Agreement shall automatically terminate with no further action by either party if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Dealer’s principal office is located. Soliciting Dealer agrees to notify the Dealer Manager immediately if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of any the state in which Soliciting Dealer Dealer’s principal office is currently registered or licensedlocated.

Appears in 1 contract

Samples: Soliciting Dealer Agreement

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness acceptance of this AgreementAgreement by Selected Dealer, the undersigned securities dealer will become one of the “Soliciting Selected Dealers” referred to in the Dealer Manager Agreement Agreement, on a non-exclusive basis, and is referred to herein as “Soliciting Selected Dealer”. Soliciting .” Selected Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ), and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the FINRA Rules applicable to the offering of Fair Practice of FINRAGCIF 2021 and each additional Feeder Fund from time to time in effect, the FINRA Conduct Rules (specifically including, without limitationbut not in any way limited to, FINRA Rules 23402040 (Payments to Unregistered Persons), 24202111 (Suitability), 27302231 (Customer Account Statements), 27402310 (Direct Participation Programs), 2750 5130 (Restrictions on the Purchase and 2810 Sale of the FINRA Conduct RulesInitial Equity Public Offerings), and 5141 (Sale of Securities in a Fixed Price Offering), and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts Omnibus Guidelines of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as the same may be further revised and amended from time related to time the sale of Business Development Companies (the “NASAA Guidelines”). Soliciting Selected Dealer’s acceptance of this Agreement constitutes a representation to the Company Master Fund, GCIF 2021 and each additional Feeder Fund in which Shares are then being offered by Selected Dealer pursuant to this Agreement and to the Dealer Manager that Soliciting Selected Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Selected Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 I to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictions. Further, Selected Dealer agrees that with respect to any invitation extended by Dealer Manager to make offers and sales of the Shares of GCIF 2021 or any additional Feeder Funds (as shown on Schedule IV to this Agreement), Selected Dealer will acknowledge its acceptance of the invitation for the Feeder Fund(s) in which it elects to participate by executing an acceptance in the form contained in Schedule II hereto, as it may be amended from time to time (each, an “Acceptance”), and returning it to the Dealer Manager at the address provided in Section 15(c) herein. This Agreement shall automatically terminate with no further action by either party if Soliciting Selected Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Selected Dealer’s principal office is located. Soliciting Selected Dealer agrees to notify the Dealer Manager immediately if Soliciting Selected Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Selected Dealer is currently registered or licensed.

Appears in 1 contract

Samples: Selected Dealer Agreement (Guggenheim Credit Income Fund 2021)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness of this Agreement, the undersigned dealer will become one of the “Soliciting Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Dealer”. .” Soliciting Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the Rules of Fair Practice of FINRA, the FINRA Conduct Rules (including, without limitation, Rules 2340, 2420, 2730, 2740, 2750 and 2810 of the FINRA Conduct Rules), and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as amended on May 7, 2007 and as the same may be further amended from time to time (the “NASAA Guidelines”). Soliciting Dealer’s acceptance of this Agreement constitutes a representation to the Company and to the Dealer Manager that Soliciting Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictions. This Agreement shall automatically terminate with no further action by either party if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Dealer’s principal office is located. Soliciting Dealer agrees to notify the Dealer Manager immediately if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Dealer is currently registered or licensed.

Appears in 1 contract

Samples: Soliciting Dealer Agreement (ARC - Northcliffe Income Properties, Inc.)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness of this Agreement, the undersigned dealer will become one of the “Soliciting Selected Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Selected Dealer”. Soliciting Selected Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the Rules of Fair Practice of FINRA, the FINRA Conduct Rules (including, without limitation, NASD Conduct Rules 23402340 (Customer Account Statements), 2420and 2420 (Dealing with Non-Members), 2730and FINRA Rules 2111 (Suitability), 27402310 (Direct Participation Programs), 2750 5130 (Restrictions on the Purchase and 2810 Sale of the FINRA Conduct RulesInitial Equity Public Offerings), and 5141 (Sale of Securities in a Fixed Price Offering) therein), and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as the same may be further revised and amended from time to time (the “NASAA Guidelines”). Soliciting Selected Dealer’s acceptance of this Agreement constitutes a representation to the Company and to the Dealer Manager that Soliciting Selected Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Selected Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 I to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictions. This Agreement shall automatically terminate with no further action by either party if Soliciting Selected Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Selected Dealer’s principal office is located. Soliciting Selected Dealer agrees to notify the Dealer Manager immediately if Soliciting Selected Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Selected Dealer is currently registered or licensed.

Appears in 1 contract

Samples: Selected Dealer Agreement (Carey Watermark Investors Inc)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness date of this Agreement, the undersigned securities dealer will become one of the “Soliciting Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Dealer”. .” Soliciting Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), FINRA Rules applicable to the Rules of Fair Practice of FINRA, the FINRA Conduct Rules (including, without limitation, Rules 2340, 2420, 2730, 2740, 2750 and 2810 of the FINRA Conduct Rules), and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as amended on May 7, 2007 and as the same may be further amended Offering from time to time in effect, specifically including, but not in any way limited to, NASD Conduct Rule 2340 (Customer Account Statements) and FINRA Rules 2040 (Payments to Unregistered Persons), 2111 (Suitability), 2310 (Direct Participation Programs), 5130 (Restrictions on the “NASAA Guidelines”Purchase and Sale of Initial Equity Public Offerings), and 5141 (Sale of Securities in a Fixed Price Offering), and all other applicable federal and state laws and regulations promulgated thereunder. Soliciting Dealer’s acceptance of this Agreement constitutes a representation to the Company and to the Dealer Manager that Soliciting Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares Units under federal and state securities laws and regulations in all states where it offers or sells SharesUnits, and that it is a member in good standing of FINRA. Soliciting Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 ] to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares Units in such jurisdictions. This Agreement shall automatically terminate with no further action by either party if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Dealer’s principal office is located. Soliciting Dealer agrees to notify the Dealer Manager immediately if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Dealer is currently registered or licensed.

Appears in 1 contract

Samples: Soliciting Dealer Agreement (Preferred Apartment Communities Inc)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness date of this Agreement, the undersigned securities dealer will become one of the “Soliciting Selected Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Selected Dealer”. Soliciting Selected Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the Rules of Fair Practice of FINRA, the FINRA Conduct Rules (including, without limitation, NASD Conduct Rules 2340, 2420, 2730, 2740, 2750 and 2810 of the FINRA Conduct RulesRule 2310), and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as the same may be further revised and amended from time to time (the “NASAA Guidelines”). Soliciting Selected Dealer’s acceptance of this Agreement constitutes a representation to the Company and to the Dealer Manager that Soliciting Selected Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Selected Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 I to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictions. This Agreement shall automatically terminate with no further action by either party if Soliciting Selected Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Selected Dealer’s principal office is located. Soliciting Selected Dealer agrees to notify the Dealer Manager immediately if Soliciting Selected Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Selected Dealer is currently registered or licensed.

Appears in 1 contract

Samples: Selected Dealer Agreement (Corporate Property Associates 18 Global Inc)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness date of this Agreement, the undersigned securities dealer will become one of the “Soliciting Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Dealer”. .” Soliciting Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), FINRA Rules applicable to the Rules of Fair Practice of FINRA, the FINRA Conduct Rules (including, without limitation, Rules 2340, 2420, 2730, 2740, 2750 and 2810 of the FINRA Conduct Rules), and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as amended on May 7, 2007 and as the same may be further amended Offering from time to time in effect, specifically including, but not in any way limited to, FINRA Rule 2231 (Customer Account Statements) and FINRA Rules 2040 (Payments to Unregistered Persons), 2111 (Suitability), 5110 (Corporate Financing Rule – Underwriting Terms and Arrangements), 5130 (Restrictions on the “NASAA Guidelines”Purchase and Sale of Initial Equity Public Offerings), and 5141 (Sale of Securities in a Fixed Price Offering), and all other applicable federal and state laws and regulations promulgated thereunder. Soliciting Dealer’s acceptance of this Agreement constitutes a representation to the Company and to the Dealer Manager that Soliciting Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares Units under federal and state securities laws and regulations in all states where it offers or sells SharesUnits, and that it is a member in good standing of FINRA. Soliciting Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 I to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares Units in such jurisdictions. This Agreement shall automatically terminate with no further action by either party if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Dealer’s principal office is located. Soliciting Dealer agrees to notify the Dealer Manager immediately if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Dealer is currently registered or licensed.

Appears in 1 contract

Samples: Soliciting Dealer Agreement (GWG Holdings, Inc.)

Compliance with Applicable Rules and Regulations; License and Association Membership. Upon the effectiveness acceptance of this AgreementAgreement by Selected Broker-Dealer, the undersigned dealer will become one of the “Soliciting Selected Broker-Dealers” referred to in the Dealer Manager Agreement Agreement, on a non-exclusive basis, and is referred to herein as “Soliciting Selected Broker-Dealer”. Soliciting Selected Broker-Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the FINRA Rules applicable to the offering of Fair Practice of FINRATerra Income Fund 6, the FINRA Inc., specifically including but not in any way limited to NASD Conduct Rules 2340 (includingCustomer Account Statements) and 2420 (Dealing with Non-Members), without limitationand FINRA Rules 2111 (Suitability), Rules 23402310 (Direct Participation Programs), 24205130 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings), 2730, 2740, 2750 and 2810 5141 (Sale of the FINRA Conduct RulesSecurities in a Fixed Price Offering), and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts Omnibus Guidelines of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as the same may be further revised and amended from time related to time the sale of business development companies (the “NASAA Guidelines”). Soliciting Selected Broker-Dealer’s acceptance of this Agreement constitutes a representation to the Company and to the Dealer Manager that Soliciting Selected Broker-Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Selected Broker-Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 I to this Agreement and that its independent contractors and registered representatives have the appropriate licenses to offer and sell the Shares in such jurisdictions. This Agreement shall automatically terminate with no further action by either party if Soliciting Selected Broker-Dealer ceases to be a member in good standing of FINRA or with the securities commission of the state in which Soliciting Selected Broker-Dealer’s principal office is located. Soliciting Selected Broker-Dealer agrees to notify the Dealer Manager immediately if Soliciting Selected Broker-Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Selected Broker-Dealer is currently registered or licensed.. Terra Capital Markets, LLC Selected Broker-Dealer Agreement 2

Appears in 1 contract

Samples: Dealer Agreement (Terra Income Fund 6, Inc.)

Compliance with Applicable Rules and Regulations; License and Association Membership. Solicitation and other activities by the Soliciting Dealers hereunder shall be undertaken only in accordance with the Dealer Manager Agreement, this Agreement, the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the applicable rules and regulations of the Commission, the Blue Sky Survey, the Rules of FINRA, specifically including, but not in any way limited to, FINRA Rules 2340, 2420, 2730, 2740, 2750, and 2810 of the FINRA Conduct Rules, and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”). Upon the effectiveness of this Agreement, the undersigned dealer will become one of the “Soliciting Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Dealer”. Soliciting Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the Rules of Fair Practice of FINRA, the FINRA Conduct Rules (including, without limitation, Rules 2340, 2420, 2730, 2740, 2750 and 2810 of the FINRA Conduct Rules), and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as amended on May 7, 2007 and as the same may be further amended from time to time (the “NASAA Guidelines”). Soliciting Dealer’s acceptance of this Agreement constitutes a representation to the Company and to the Dealer Manager that Soliciting Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares under federal and state securities laws and regulations in all states where it offers or sells Shares, and that it is a member in good standing of FINRA. Soliciting Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 to this Agreement and that its independent contractors and registered representatives have the appropriate licenses licenses(s) to offer and sell the Shares in such jurisdictions. This Agreement shall automatically terminate with no further action by either party if Soliciting Dealer ceases to be a member in good standing of FINRA FINRA, or with the securities commission of the state in which Soliciting Dealer’s principal office is located. Soliciting Dealer agrees to notify the Dealer Manager and the Company immediately if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Dealer is currently registered or licensed.

Appears in 1 contract

Samples: Soliciting Dealer Agreement (Healthcare Trust of America, Inc.)

Compliance with Applicable Rules and Regulations; License and Association Membership. Solicitation and other activities by the Soliciting Dealers hereunder shall be undertaken only in accordance with the Dealer Manager Agreement, this Agreement, the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the applicable rules and regulations of the Commission, the Blue Sky Survey delivered to the Dealer Manager by the Company (the “Blue Sky Survey”), the Rules of FINRA, specifically including, but not in any way limited to, FINRA Rules 2340, 2420, 2730, 2740, 2750, and 2810 of the FINRA Conduct Rules, and the provisions of Article III.C. of the NASAA Mortgage Program Guidelines (the “NASAA Guidelines”). Upon the effectiveness of this Agreement, the undersigned dealer will become one of the “Soliciting Dealers” referred to in the Dealer Manager Agreement and is referred to herein as “Soliciting Dealer”. Soliciting Dealer agrees that solicitation and other activities by it hereunder shall comply with, and shall be undertaken only in accordance with, the terms of the Dealer Manager Agreement, the terms of this Agreement, the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), the Blue Sky Survey (as defined below), the Rules of Fair Practice of FINRA, the FINRA Conduct Rules (including, without limitation, Rules 2340, 2420, 2730, 2740, 2750 and 2810 of the FINRA Conduct Rules), and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as amended on May 7, 2007 and as the same may be further amended from time to time (the “NASAA Guidelines”). Soliciting Dealer’s acceptance of this Agreement constitutes a representation to the Company and to the Dealer Manager that Soliciting Dealer is a properly registered or licensed broker-dealer, duly authorized to sell the Shares Units under federal and state securities laws and regulations in all states where it offers or sells SharesUnits, and that it is a member in good standing of FINRA. Soliciting Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 1 to this Agreement and that its independent contractors and registered representatives have the appropriate licenses licenses(s) to offer and sell the Shares Units in such jurisdictions. This Agreement shall automatically terminate with no further action by either party if Soliciting Dealer ceases to be a member in good standing of FINRA FINRA, or with the securities commission of the state in which Soliciting Dealer’s principal office is located. Soliciting Dealer agrees to notify the Dealer Manager immediately if Soliciting Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which Soliciting Dealer is currently registered or licensed.

Appears in 1 contract

Samples: Soliciting Dealer Agreement (Stratstone/Bluegreen Secured Income Fund, LLC)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!