Covenants of the Partnership and the General Partner. Each of the Partnership and the General Partner covenant with each of you, separately, that: (a) If any event occurs that relates to or affects the business or condition (financial or other) of the General Partner or the Partnership which makes it necessary to amend or supplement the Memorandum in order that the Memorandum will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a subscriber, the General Partner forthwith will prepare and furnish to you a reasonable number of copies of the amendment or amendments of, or supplement or supplements to, the Memorandum (in form and substance satisfactory to you and your counsel) that will so amend or supplement the Memorandum. (b) They will qualify or register the Units for offering and sale under, or establish the exemption of the offering and sale of the Units from qualification or registration under, the applicable securities or “blue sky” laws of the jurisdictions listed in Appendix I hereto and use reasonable efforts to qualify in such other jurisdictions as you may reasonably request in writing; provided, however, that none of them will be obligated to qualify as a dealer in securities in any jurisdiction in which it is not so qualified. The General Partner will promptly notify you in writing of such qualification, registration or exemption in each such jurisdiction and of any modification, rescission or withdrawal of any such qualification, registration or exemption. The General Partner will not consummate a sale of a Unit in any jurisdiction in which such sale may not be lawfully made and will not consummate any sale otherwise than in accordance with the restrictions and limitations, if any, set forth or referred to in such survey. (c) The General Partner will notify you promptly if it becomes aware that the Memorandum contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Partnership will apply the proceeds from the sale of the Units for the purposes set forth under “Use of Proceeds” in the Memorandum in substantially the amounts and in the manner indicated thereunder. (e) Neither they nor any person directly or indirectly affiliated with any of them is or will be engaged, as a general partner, sponsor or otherwise (i) in the organization or management of any partnership, fund or other entity, in a manner or under circumstances which, in the opinion of their counsel, will jeopardize the status of the offering of the Units as an exempted transaction under the Securities Act or under the laws of any state in which it is represented by them that the offering may be made, or (ii) in any offering of securities which, when integrated with the offering of the Units in the manner prescribed by Rule 501(a) of Reg. D and SEC Release No. 33-4552 (Nov. 6, 1962) will jeopardize the status of the offering of the Units as an exempted transaction under Reg. D. (f) Subject to Section 11 hereof, at all times during the Continuous Offering, they will (i) make available to each potential purchaser and to the purchaser’s representative, if any, such information (in addition to that contained in the Memorandum) concerning themselves, the offering and any other relevant matters, as they possess or can acquire without unreasonable effort or expense, and (ii) provide to each potential purchaser and to any purchaser representatives the opportunity to ask questions of, and receive answers from, them concerning the terms and conditions of the offering and the business of the Partnership and to obtain any other additional information, to the extent they possess the same or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished to the potential purchaser or any purchaser representatives. (g) They will provide to each purchaser the information required to be delivered by Rule 502(b)(2)(iii) and 502(b)(iv). (h) Within 15 days of receiving copies from you of information indicating that subscribers meet the suitability standards, the General Partner will approve or reject the subscriptions and notify you of the same. (i) The General Partner shall file a Form D with the Securities and Exchange Commission pursuant to Rule 503 under Reg. D in a timely manner with respect to all subscriptions accepted by the General Partner. The General Partner shall comply with any filing requirement imposed by the laws of any state or jurisdiction in which sales are made. The General Partner shall furnish you and your counsel with copies of all filings made on Form D pursuant hereto. (j) The General Partner shall notify you within a reasonable period of time if it engages an additional selling agent for the Partnership.
Appears in 4 contracts
Samples: Agency Agreement (Westport JWH Futures Fund Lp), Agency Agreement (Tactical Diversified Futures Fund L.P.), Agency Agreement (Bristol Energy Fund Lp)
Covenants of the Partnership and the General Partner. Each of the The Partnership and the General Partner covenant and agree with each of you, separately, thatthe Selling Agent as follows:
(a) The Partnership will advise the Selling Agent (i) when the Registration Statement shall have become effective with the SEC, (ii) when any post-effective amendment to the Registration Statement shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (iii) of any request of the SEC for amendment or supplementation of the Registration Statement or Prospectus or for additional information, and (iv) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Units for offering or sale in any jurisdiction, or of the institution of any proceedings for any such purposes. The Partnership will use its best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use and to obtain as soon as possible the lifting thereof, if issued.
(b) If any event occurs that relates to or affects the business shall occur or condition (financial or other) exist as a result of the General Partner or the Partnership which makes it is necessary to amend or supplement the Memorandum Prospectus in order that the Memorandum Prospectus will not contain include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a subscriber, the General Partner forthwith will prepare and furnish to you a reasonable number of copies of the amendment or amendments of, or supplement or supplements to, the Memorandum (in form and substance satisfactory to you and your counsel) that will so amend or supplement the Memorandum.
(b) They will qualify or register the Units for offering and sale under, or establish the exemption of the offering and sale of the Units from qualification or registration under, the applicable securities or “blue sky” laws of the jurisdictions listed in Appendix I hereto and use reasonable efforts to qualify in such other jurisdictions as you may reasonably request in writing; provided, however, that none of them will be obligated to qualify as a dealer in securities in any jurisdiction in which it is not so qualified. The General Partner will promptly notify you in writing of such qualification, registration or exemption in each such jurisdiction and of any modification, rescission or withdrawal of any such qualification, registration or exemption. The General Partner will not consummate a sale of a Unit in any jurisdiction in which such sale may not be lawfully made and will not consummate any sale otherwise than in accordance with the restrictions and limitations, if any, set forth or referred to in such survey.
(c) The General Partner will notify you promptly if it becomes aware that the Memorandum contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it shall be necessary at any such time to amend the Prospectus in order to comply with the requirements of the SEC, the Partnership will forthwith prepare any such amendment or supplement to the Prospectus (and will file the same with the SEC) so that, as so amended or supplemented, the Prospectus, as the case may be, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus will comply with such requirements.
(c) The Partnership will inform the Selling Agent of its intention to make or file any amendment or supplement to the Prospectus, (ii) will furnish the Selling Agent with copies of any such proposed amendment, supplement or other document, and (iii) will not file or use or permit the filing or use of any such amendment, supplement or other document in a form to which the selling Agent shall reasonably object.
(d) The Partnership has furnished or will apply furnish to the proceeds from Selling Agent, without charge, as many copies of any preliminary prospectus and the sale Prospectus and each amendment or supplement thereto and such other material as it may authorize as sales material under the applicable rules and regulations of the Units for SEC under the purposes set forth under “Use of Proceeds” in Securities Act as the Memorandum in substantially the amounts and in the manner indicated thereunderSelling Agent may reasonably request from time to time.
(e) Neither they nor any person directly or indirectly affiliated with any of them is or The Partnership will be engaged, as a general partner, sponsor or otherwise (i) in the organization or management of any partnership, fund or other entity, in a manner or under circumstances which, in the opinion of their counsel, will jeopardize the status of the offering of use its best efforts to qualify the Units as an exempted transaction under the Securities Act or for sale under the laws of any state such jurisdictions as the General Partner and the Selling Agent shall mutually agree and will comply to the best of its ability with such laws so as to permit the continuance of sales of and dealings in which it is represented by them that the offering may be made, or (ii) in any offering of securities which, when integrated with the offering of the Units in the manner prescribed by Rule 501(a) of Reg. D and SEC Release No. 33-4552 (Nov. 6, 1962) will jeopardize the status of the offering of the Units as an exempted transaction under Reg. D.thereunder.
(f) Subject to Section 11 hereof, at all times during the Continuous Offering, they will (i) make available to each potential purchaser and to the purchaser’s representative, if any, such information (in addition to that contained in the Memorandum) concerning themselves, the offering and any other relevant matters, as they possess or can acquire without unreasonable effort or expense, and (ii) provide to each potential purchaser and to any purchaser representatives the opportunity to ask questions of, and receive answers from, them concerning the terms and conditions of the offering and the business of the The Partnership and to obtain any other additional information, to the extent they possess the same or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished to the potential purchaser or any purchaser representatives.
(g) They will provide to each purchaser the information required to be delivered by Rule 502(b)(2)(iii) and 502(b)(iv).
(h) Within 15 days of receiving copies from you of information indicating that subscribers meet the suitability standards, the General Partner will approve or reject pay and bear all costs and expenses in connection with the subscriptions preparation, printing and notify you filing of the same.
(i) The General Partner shall file a Form D with Registration Statement, preliminary and amended preliminary prospectus and the Securities Prospectus and Exchange Commission pursuant to Rule 503 amendments and supplements thereto, including fees of legal counsel for the Partnership, the qualifying of the Units under Reg. D in a timely manner with respect to all subscriptions accepted by the General Partner. The General Partner shall comply with any filing requirement imposed by the laws of any state or jurisdiction certain jurisdictions as aforesaid, including filing fees, the filing of this Agreement and all and fees and disbursements of counsel in which sales are made. The General Partner shall furnish connection therewith, and the cost of furnishing to you and your counsel with the selling dealers copies of all filings made on Form D pursuant heretothe Registration Statement, preliminary and amended preliminary prospectus and Prospectus as herein provided.
(j) The General Partner shall notify you within a reasonable period of time if it engages an additional selling agent for the Partnership.
Appears in 4 contracts
Samples: Selling Agent Agreement (SQN Asset Income Fund V, L.P.), Selling Agent Agreement (SQN Asset Income Fund V, L.P.), Selling Agent Agreement (SQN Asset Income Fund V, L.P.)
Covenants of the Partnership and the General Partner. Each of the Partnership and the General Partner covenant with each of you, separately, that:
(a) If any event occurs that relates to or affects the business or condition (financial or other) of the General Partner or the Partnership which makes it necessary to amend or supplement the Memorandum in order that the Memorandum will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a subscriber, the General Partner forthwith will prepare and furnish to you a reasonable number of copies of the amendment or amendments of, or supplement or supplements to, the Memorandum (in form and substance satisfactory to you and your counsel) that will so amend or supplement the Memorandum.
(b) They will qualify or register the Units for offering and sale under, or establish the exemption of the offering and sale of the Units from qualification or registration under, the applicable securities or “blue sky” laws of the jurisdictions listed in Appendix I hereto and use reasonable efforts to qualify in such other jurisdictions as you may reasonably request in writing; provided, however, that none of them will be obligated to qualify as a dealer in securities in any jurisdiction in which it is not so qualified. The General Partner will promptly notify you in writing of such qualification, registration or exemption in each such jurisdiction and of any modification, rescission or withdrawal of any such qualification, registration or exemption. The General Partner will not consummate a sale of a Unit in any jurisdiction in which such sale may not be lawfully made and will not consummate any sale otherwise than in accordance with the restrictions and limitations, if any, set forth or referred to in such survey.
(c) The General Partner will notify you promptly if it becomes aware that the Memorandum contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(d) The Partnership will apply the proceeds from the sale of the Units for the purposes set forth under “Use of Proceeds” in the Memorandum in substantially the amounts and in the manner indicated thereunder.
(e) Neither they nor any person directly or indirectly affiliated with any of them is or will be engaged, as a general partner, sponsor or otherwise (i) in the organization or management of any partnership, fund or other entity, in a manner or under circumstances which, in the opinion of their counsel, will jeopardize the status of the offering of the Units as an exempted transaction under the Securities Act or under the laws of any state in which it is represented by them that the offering may be made, made or (ii) in any offering of securities which, when integrated with the offering of the Units in the manner prescribed by Rule 501(a) of Reg. D and SEC Release No. 33-4552 (Nov. 6, 1962) will jeopardize the status of the offering of the Units as an exempted transaction under Reg. D.
(f) Subject to Section 11 hereof, at all times during the Continuous Offering, they will (i) make available to each potential purchaser and to the purchaser’s representative, if any, such information (in addition to that contained in the Memorandum) concerning themselves, the offering and any other relevant matters, as they possess or can acquire without unreasonable effort or expense, and (ii) provide to each potential purchaser and to any purchaser representatives the opportunity to ask questions of, and receive answers from, them concerning the terms and conditions of the offering and the business of the Partnership and to obtain any other additional information, to the extent they possess the same or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished to the potential purchaser or any purchaser representatives.
(g) They will provide to each purchaser the information required to be delivered by Rule 502(b)(2)(iii) and 502(b)(iv).
(h) Within 15 days of receiving copies from you of information indicating that subscribers meet the suitability standards, the General Partner will approve or reject the subscriptions and notify you of the same.
(i) The General Partner shall file a Form D with the Securities and Exchange Commission pursuant to Rule 503 under Reg. D in a timely manner with respect to all subscriptions accepted by the General Partner. The General Partner shall comply with any filing requirement imposed by the laws of any state or jurisdiction in which sales are made. The General Partner shall furnish you and your counsel with copies of all filings made on Form D pursuant hereto.
(j) The General Partner shall notify you within a reasonable period of time if it engages an additional selling agent for the Partnership.
Appears in 4 contracts
Samples: Agency Agreement (Orion Futures Fund Lp), Agency Agreement (Emerging Cta Portfolio Lp), Agency Agreement (Tactical Diversified Futures Fund L.P.)
Covenants of the Partnership and the General Partner. Each of the The Partnership and the General Partner jointly and severally covenant with each of you, separately, thatUnderwriter as follows:
(a) If any event occurs that relates To furnish to or affects you in New York City, without charge, prior to 10:00 a.m. New York City time on the business or condition day next succeeding the date of this Agreement, a signed copy (financial or otherwhich may be electronic) of the Registration Statement (without exhibits thereto) and to deliver to each of the Underwriters during the period mentioned in Section 6(e) or 6(f) below, as many copies of the Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.
(b) From the date hereof to the Closing Date, before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and, unless such filing is required under applicable laws and regulations, not to file any such proposed amendment or supplement to which you reasonably object.
(c) From the date hereof to the Closing Date, to furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Partnership or the General Partner and not to use or refer to any proposed free writing prospectus to which you reasonably object.
(d) Not to take any action that would result in an Underwriter, the Partnership or the Partnership General Partner being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(e) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition shall exist as a result of which makes it is necessary to amend or supplement the Memorandum in order that the Memorandum will not contain an untrue statement Time of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a subscriber, the General Partner forthwith will prepare and furnish to you a reasonable number of copies of the amendment or amendments of, or supplement or supplements to, the Memorandum (in form and substance satisfactory to you and your counsel) that will so amend or supplement the Memorandum.
(b) They will qualify or register the Units for offering and sale under, or establish the exemption of the offering and sale of the Units from qualification or registration under, the applicable securities or “blue sky” laws of the jurisdictions listed in Appendix I hereto and use reasonable efforts to qualify in such other jurisdictions as you may reasonably request in writing; provided, however, that none of them will be obligated to qualify as a dealer in securities in any jurisdiction in which it is not so qualified. The General Partner will promptly notify you in writing of such qualification, registration or exemption in each such jurisdiction and of any modification, rescission or withdrawal of any such qualification, registration or exemption. The General Partner will not consummate a sale of a Unit in any jurisdiction in which such sale may not be lawfully made and will not consummate any sale otherwise than in accordance with the restrictions and limitations, if any, set forth or referred to in such survey.
(c) The General Partner will notify you promptly if it becomes aware that the Memorandum contains any untrue statement of material fact or omits to state a material fact necessary Sale Prospectus in order to make the statements therein, in the light of the circumstances under which they were madeat the time of such delivery, not misleading, or if, in the reasonable opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.
(df) The If, during such period after the first date of the public offering of the Securities as in the reasonable opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer any event shall occur or condition shall exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.
(g) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request and to continue such qualification in effect so long as reasonably required for distribution of the Securities; provided that in connection therewith neither the Partnership will apply nor the General Partner shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in any jurisdiction.
(h) During the period beginning on the date hereof and continuing to and including the business day following the Closing Date, not to offer, sell, contract to sell or otherwise dispose of any debt securities of or guaranteed by the Partnership which are substantially similar to the Securities.
(i) To use the net proceeds received by the Partnership from the sale of the Units for Securities pursuant to this Agreement in the purposes set forth manner specified in the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds” in ”.
(j) To make generally available to the Memorandum in substantially Partnership’s securityholders and to you as soon as practicable an earnings statement covering a period of at least twelve months beginning with the amounts first fiscal quarter of the Partnership, occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and in the manner indicated rules and regulations of the Commission thereunder.
(ek) Neither they nor any person directly Whether or indirectly affiliated with any not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all costs and expenses incident to the performance of them is or will be engagedits obligations hereunder, as a general partnerincluding without limiting the generality of the foregoing, sponsor or otherwise all costs and expenses (including reasonable fees and expenses of the Partnership’s and the General Partner’s counsel and accountants) (i) incident to the preparation, issuance, execution, authentication and delivery of the Securities, including any expenses of the Trustee, and any taxes payable by the Partnership or the General Partner in connection therewith, (ii) incident to the organization preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or management on behalf of, used by, or referred to by the Partnership or the General Partner (including in each case all exhibits, amendments and supplements to any of any partnershipthe foregoing, fund or other entityincluding the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456 (b)(1), in a manner or under circumstances whichif applicable), all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the opinion quantities hereinabove specified), (iii) incurred in connection with the registration or qualification and determination of their counseleligibility for investment of the Securities under the laws of such jurisdictions as the Underwriters may designate (including reasonable fees and disbursements of counsel for the Underwriters associated therewith, will jeopardize which fees and expenses shall not exceed $10,000), (iv) incurred in connection with the status printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky memoranda relating to the offer and sale of the Securities and the furnishing to Underwriters of copies of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, and the Prospectus, including mailing and shipping, as herein provided, (v) payable to the Underwriters incurred in connection with the review and qualification of the offering of the Units Securities by the Financial Industry Regulatory Authority, if applicable, (vi) payable to the rating agencies in connection with the rating of the Securities and (vii) incurred by the Partnership or the General Partner in connection with a “road show” presentation to potential investors. For the avoidance of doubt, except as an exempted transaction provided in this Section, Section 8 entitled “Indemnity and Contribution” and the last paragraph of Section 10, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel and any advertising expenses connected with any offers they may make.
(l) To prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the Securities or the offering in a form consented to by the Representatives, and to file such final term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act on or under following the laws of any state in which it is represented by them that date the offering may be made, or (ii) in any offering of securities which, when integrated with final terms have been established for the offering of the Units in the manner prescribed by Rule 501(a) of Reg. D and SEC Release No. 33-4552 (Nov. 6, 1962) will jeopardize the status of the offering of the Units as an exempted transaction under Reg. D.
(f) Subject to Section 11 hereof, at all times during the Continuous Offering, they will (i) make available to each potential purchaser and to the purchaser’s representative, if any, such information (in addition to that contained in the Memorandum) concerning themselves, the offering and any other relevant matters, as they possess or can acquire without unreasonable effort or expense, and (ii) provide to each potential purchaser and to any purchaser representatives the opportunity to ask questions of, and receive answers from, them concerning the terms and conditions of the offering and the business of the Partnership and to obtain any other additional information, to the extent they possess the same or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished to the potential purchaser or any purchaser representativesSecurities.
(gm) They will provide Not to each purchaser take any action prohibited by Regulation M under the information required to be delivered by Rule 502(b)(2)(iii) and 502(b)(iv)Exchange Act in connection with the distribution of the Securities contemplated hereby.
(hn) Within 15 days of receiving copies from you of information indicating that subscribers meet To pay the suitability standards, the General Partner will approve or reject the subscriptions and notify you of the same.
(i) The General Partner shall file a Form D with required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and Exchange Commission pursuant to Rule 503 under Reg. D otherwise in a timely manner accordance with respect to all subscriptions accepted by the General Partner. The General Partner shall comply with any filing requirement imposed by the laws of any state or jurisdiction in which sales are made. The General Partner shall furnish you Rules 456(b) and your counsel with copies of all filings made on Form D pursuant hereto457(r).
(j) The General Partner shall notify you within a reasonable period of time if it engages an additional selling agent for the Partnership.
Appears in 3 contracts
Samples: Underwriting Agreement (MPLX Lp), Underwriting Agreement (MPLX Lp), Underwriting Agreement (MPLX Lp)
Covenants of the Partnership and the General Partner. Each of the The Partnership and the General Partner jointly and severally covenant with each of you, separately, thatUnderwriter as follows:
(a) If any event occurs that relates To furnish to or affects you in New York City, without charge, prior to 10:00 a.m. New York City time on the business or condition day next succeeding the date of this Agreement, a signed copy (financial or otherwhich may be electronic) of the Registration Statement (without exhibits thereto) and to deliver to each of the Underwriters during the period mentioned in Section 6(e) or 6(f) below, as many copies of the Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.
(b) From the date hereof to the Closing Date, before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and, unless such filing is required under applicable laws and regulations, not to file any such proposed amendment or supplement to which you reasonably object.
(c) From the date hereof to the Closing Date, to furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Partnership or the General Partner and not to use or refer to any proposed free writing prospectus to which you reasonably object.
(d) Not to take any action that would result in an Underwriter, the Partnership or the Partnership General Partner being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(e) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition shall exist as a result of which makes it is necessary to amend or supplement the Memorandum in order that the Memorandum will not contain an untrue statement Time of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a subscriber, the General Partner forthwith will prepare and furnish to you a reasonable number of copies of the amendment or amendments of, or supplement or supplements to, the Memorandum (in form and substance satisfactory to you and your counsel) that will so amend or supplement the Memorandum.
(b) They will qualify or register the Units for offering and sale under, or establish the exemption of the offering and sale of the Units from qualification or registration under, the applicable securities or “blue sky” laws of the jurisdictions listed in Appendix I hereto and use reasonable efforts to qualify in such other jurisdictions as you may reasonably request in writing; provided, however, that none of them will be obligated to qualify as a dealer in securities in any jurisdiction in which it is not so qualified. The General Partner will promptly notify you in writing of such qualification, registration or exemption in each such jurisdiction and of any modification, rescission or withdrawal of any such qualification, registration or exemption. The General Partner will not consummate a sale of a Unit in any jurisdiction in which such sale may not be lawfully made and will not consummate any sale otherwise than in accordance with the restrictions and limitations, if any, set forth or referred to in such survey.
(c) The General Partner will notify you promptly if it becomes aware that the Memorandum contains any untrue statement of material fact or omits to state a material fact necessary Sale Prospectus in order to make the statements therein, in the light of the circumstances under which they were madeat the time of such delivery, not misleading, or if, in the reasonable opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.
(df) The If, during such period after the first date of the public offering of the Securities as in the reasonable opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition shall exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.
(g) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request and to continue such qualification in effect so long as reasonably required for distribution of the Securities; provided that in connection therewith neither the Partnership will apply nor the General Partner shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in any jurisdiction.
(h) During the period beginning on the date hereof and continuing to and including the business day following the Closing Date, not to offer, sell, contract to sell or otherwise dispose of any debt securities of or guaranteed by the Partnership which are substantially similar to the Securities.
(i) To use the net proceeds received by the Partnership from the sale of the Units for Securities pursuant to this Agreement in the purposes set forth manner specified in the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds” in ”.
(j) To make generally available to the Memorandum in substantially Partnership’s securityholders and to you as soon as practicable an earnings statement covering a period of at least twelve months beginning with the amounts first fiscal quarter of the Partnership occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and in the manner indicated rules and regulations of the Commission thereunder.
(ek) Neither they nor any person directly Whether or indirectly affiliated with any not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all costs and expenses incident to the performance of them is or will be engagedits obligations hereunder, as a general partnerincluding without limiting the generality of the foregoing, sponsor or otherwise all costs and expenses (including reasonable fees and expenses of the Partnership’s and the General Partner’s counsel and accountants) (i) incident to the preparation, issuance, execution, authentication and delivery of the Securities, including any expenses of the Trustee, and any taxes payable by the Partnership or the General Partner in connection therewith, (ii) incident to the organization preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or management on behalf of, used by, or referred to by the Partnership or the General Partner (including in each case all exhibits, amendments and supplements to any of any partnershipthe foregoing, fund or other entityincluding the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456(b)(1) under the Securities Act, in a manner or under circumstances whichif applicable), all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the opinion quantities hereinabove specified), (iii) incurred in connection with the registration or qualification and determination of their counseleligibility for investment of the Securities under the laws of such jurisdictions as the Underwriters may designate (including reasonable fees and disbursements of counsel for the Underwriters associated therewith, will jeopardize which fees and expenses shall not exceed $10,000), (iv) incurred in connection with the status printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky memoranda relating to the offer and sale of the Securities and the furnishing to Underwriters of copies of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and the Prospectus, including mailing and shipping, as herein provided, (v) payable to the Underwriters incurred in connection with the review and qualification of the offering of the Units Securities by the Financial Industry Regulatory Authority, if applicable, (vi) payable to the rating agencies in connection with the rating of the Securities and (vii) incurred by the Partnership or the General Partner in connection with a “road show” presentation to potential investors. For the avoidance of doubt, except as an exempted transaction provided in this Section, Section 8 entitled “Indemnity and Contribution” and the last paragraph of Section 10, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel and any advertising expenses connected with any offers they may make.
(l) To prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the Securities or the offering in a form consented to by the Representatives, and to file such final term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act on or under following the laws of any state in which it is represented by them that date the offering may be made, or (ii) in any offering of securities which, when integrated with final terms have been established for the offering of the Units in the manner prescribed by Rule 501(a) of Reg. D and SEC Release No. 33-4552 (Nov. 6, 1962) will jeopardize the status of the offering of the Units as an exempted transaction under Reg. D.
(f) Subject to Section 11 hereof, at all times during the Continuous Offering, they will (i) make available to each potential purchaser and to the purchaser’s representative, if any, such information (in addition to that contained in the Memorandum) concerning themselves, the offering and any other relevant matters, as they possess or can acquire without unreasonable effort or expense, and (ii) provide to each potential purchaser and to any purchaser representatives the opportunity to ask questions of, and receive answers from, them concerning the terms and conditions of the offering and the business of the Partnership and to obtain any other additional information, to the extent they possess the same or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished to the potential purchaser or any purchaser representativesSecurities.
(gm) They will provide Not to each purchaser take any action prohibited by Regulation M under the information required to be delivered by Rule 502(b)(2)(iii) and 502(b)(iv)Exchange Act in connection with the distribution of the Securities contemplated hereby.
(hn) Within 15 days of receiving copies from you of information indicating that subscribers meet To pay the suitability standards, the General Partner will approve or reject the subscriptions and notify you of the same.
(i) The General Partner shall file a Form D with required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and Exchange Commission pursuant to Rule 503 otherwise in accordance with Rules 456(b) and 457(r) under Reg. D in a timely manner with respect to all subscriptions accepted by the General Partner. The General Partner shall comply with any filing requirement imposed by the laws of any state or jurisdiction in which sales are made. The General Partner shall furnish you and your counsel with copies of all filings made on Form D pursuant heretoSecurities Act.
(j) The General Partner shall notify you within a reasonable period of time if it engages an additional selling agent for the Partnership.
Appears in 3 contracts
Samples: Underwriting Agreement (MPLX Lp), Underwriting Agreement (MPLX Lp), Underwriting Agreement (MPLX Lp)
Covenants of the Partnership and the General Partner. Each of the The Partnership and the General Partner jointly and severally covenant with each of you, separately, thatUnderwriter as follows:
(a) If any event occurs that relates To furnish to or affects you in New York City, without charge, prior to 10:00 a.m. New York City time on the business or condition day next succeeding the date of this Agreement, a signed copy (financial or otherwhich may be electronic) of the Registration Statement (without exhibits thereto) and to deliver to each of the Underwriters during the period mentioned in Section 6(e) or 6(f) below, as many copies of the Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.
(b) From the date hereof to the Closing Date, before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and, unless such filing is required under applicable laws and regulations, not to file any such proposed amendment or supplement to which you reasonably object.
(c) From the date hereof to the Closing Date, to furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Partnership or the General Partner and not to use or refer to any proposed free writing prospectus to which you reasonably object.
(d) Not to take any action that would result in an Underwriter, the Partnership or the Partnership General Partner being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(e) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition shall exist as a result of which makes it is necessary to amend or supplement the Memorandum in order that the Memorandum will not contain an untrue statement Time of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a subscriber, the General Partner forthwith will prepare and furnish to you a reasonable number of copies of the amendment or amendments of, or supplement or supplements to, the Memorandum (in form and substance satisfactory to you and your counsel) that will so amend or supplement the Memorandum.
(b) They will qualify or register the Units for offering and sale under, or establish the exemption of the offering and sale of the Units from qualification or registration under, the applicable securities or “blue sky” laws of the jurisdictions listed in Appendix I hereto and use reasonable efforts to qualify in such other jurisdictions as you may reasonably request in writing; provided, however, that none of them will be obligated to qualify as a dealer in securities in any jurisdiction in which it is not so qualified. The General Partner will promptly notify you in writing of such qualification, registration or exemption in each such jurisdiction and of any modification, rescission or withdrawal of any such qualification, registration or exemption. The General Partner will not consummate a sale of a Unit in any jurisdiction in which such sale may not be lawfully made and will not consummate any sale otherwise than in accordance with the restrictions and limitations, if any, set forth or referred to in such survey.
(c) The General Partner will notify you promptly if it becomes aware that the Memorandum contains any untrue statement of material fact or omits to state a material fact necessary Sale Prospectus in order to make the statements therein, in the light of the circumstances under which they were madeat the time of such delivery, not misleading, or if, in the reasonable opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.
(df) The If, during such period after the first date of the public offering of the Securities as in the reasonable opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition shall exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.
(g) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request and to continue such qualification in effect so long as reasonably required for distribution of the Securities; provided that in connection therewith neither the Partnership will apply nor the General Partner shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in any jurisdiction.
(h) During the period beginning on the date hereof and continuing to and including the business day following the Closing Date, not to offer, sell, contract to sell or otherwise dispose of any debt securities of or guaranteed by the Partnership which are substantially similar to the Securities.
(i) To use the net proceeds received by the Partnership from the sale of the Units for Securities pursuant to this Agreement in the purposes set forth manner specified in the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds” in .”
(j) To make generally available to the Memorandum in substantially Partnership’s securityholders and to you as soon as practicable an earnings statement covering a period of at least twelve months beginning with the amounts first fiscal quarter of the Partnership occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and in the manner indicated rules and regulations of the Commission thereunder.
(ek) Neither they nor any person directly Whether or indirectly affiliated with any not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all costs and expenses incident to the performance of them is or will be engagedits obligations hereunder, as a general partnerincluding without limiting the generality of the foregoing, sponsor or otherwise all costs and expenses (including reasonable fees and expenses of the Partnership’s and the General Partner’s counsel and accountants) (i) incident to the preparation, issuance, execution, authentication and delivery of the Securities, including any expenses of the Trustee, and any taxes payable by the Partnership or the General Partner in connection therewith, (ii) incident to the organization preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or management on behalf of, used by, or referred to by the Partnership or the General Partner (including in each case all exhibits, amendments and supplements to any of any partnershipthe foregoing, fund or other entityincluding the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456(b)(1) under the Securities Act, in a manner or under circumstances whichif applicable), all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the opinion quantities hereinabove specified), (iii) incurred in connection with the registration or qualification and determination of their counseleligibility for investment of the Securities under the laws of such jurisdictions as the Underwriters may designate (including reasonable fees and disbursements of counsel for the Underwriters associated therewith, will jeopardize which fees and expenses shall not exceed $10,000), (iv) incurred in connection with the status printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky memoranda relating to the offer and sale of the Securities and the furnishing to Underwriters of copies of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus and the Prospectus, including mailing and shipping, as herein provided, (v) payable to the Underwriters incurred in connection with the review and qualification of the offering of the Units Securities by the Financial Industry Regulatory Authority, if applicable, (vi) payable to the rating agencies in connection with the rating of the Securities and (vii) incurred by the Partnership or the General Partner in connection with a “road show” presentation to potential investors. For the avoidance of doubt, except as an exempted transaction provided in this Section, Section 8 entitled “Indemnity and Contribution” and the last paragraph of Section 10, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel and any advertising expenses connected with any offers they may make.
(l) To prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the Securities or the offering in a form consented to by the Representatives, and to file such final term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act on or under following the laws of any state in which it is represented by them that date the offering may be made, or (ii) in any offering of securities which, when integrated with final terms have been established for the offering of the Units in the manner prescribed by Rule 501(a) of Reg. D and SEC Release No. 33-4552 (Nov. 6, 1962) will jeopardize the status of the offering of the Units as an exempted transaction under Reg. D.
(f) Subject to Section 11 hereof, at all times during the Continuous Offering, they will (i) make available to each potential purchaser and to the purchaser’s representative, if any, such information (in addition to that contained in the Memorandum) concerning themselves, the offering and any other relevant matters, as they possess or can acquire without unreasonable effort or expense, and (ii) provide to each potential purchaser and to any purchaser representatives the opportunity to ask questions of, and receive answers from, them concerning the terms and conditions of the offering and the business of the Partnership and to obtain any other additional information, to the extent they possess the same or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished to the potential purchaser or any purchaser representativesSecurities.
(gm) They will provide Not to each purchaser take any action prohibited by Regulation M under the information required to be delivered by Rule 502(b)(2)(iii) and 502(b)(iv)Exchange Act in connection with the distribution of the Securities contemplated hereby.
(hn) Within 15 days of receiving copies from you of information indicating that subscribers meet To pay the suitability standards, the General Partner will approve or reject the subscriptions and notify you of the same.
(i) The General Partner shall file a Form D with required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and Exchange Commission pursuant to Rule 503 otherwise in accordance with Rules 456(b) and 457(r) under Reg. D in a timely manner with respect to all subscriptions accepted by the General Partner. The General Partner shall comply with any filing requirement imposed by the laws of any state or jurisdiction in which sales are made. The General Partner shall furnish you and your counsel with copies of all filings made on Form D pursuant heretoSecurities Act.
(j) The General Partner shall notify you within a reasonable period of time if it engages an additional selling agent for the Partnership.
Appears in 3 contracts
Samples: Underwriting Agreement (MPLX Lp), Underwriting Agreement (MPLX Lp), Underwriting Agreement (MPLX Lp)
Covenants of the Partnership and the General Partner. Each of the The Partnership as to itself, and the General Partner covenant with each of you, separately, thatas to itself covenants and agrees as follows:
(a) If The Partnership will use its best efforts to cause the Registration Statement to become effective as promptly as possible. The Partnership will prepare and file with the SEC, CFTC, FINRA and NFA any event occurs that relates amendments to or affects the business or condition (financial or other) of Registration Statement, and any amendments and supplements to the Prospectus, which the General Partner determines are necessary or advisable in connection with the offering and sale of Units, and will use its best efforts to cause the same to become effective as promptly as possible.
(b) If the Partnership which makes it necessary is advised or obtains knowledge thereof, the Partnership will promptly advise the Selling Agent of any requests made by the SEC, CFTC, FINRA, or NFA to amend the Registration Statement, to amend or supplement the Memorandum in Prospectus, or for additional information, or of the issuance by the SEC of any stop order that suspending the Memorandum effectiveness of the Registration Statement, of any order by the SEC, CFTC, FINRA, or NFA preventing or suspending the use of the Prospectus, or of the institution of any proceedings for any such purpose, and will not contain an use its best efforts to prevent the issuance of any such order and, if any such order is issued, to obtain the lifting thereof as promptly as possible.
(c) If, at any time after the effective date of the Registration Statement and any amendment thereto, any event occurs involving the Partnership, the General Partner, or any General Partner Principal, or of which the Partnership, the General Partner, or any General Partner Principal is aware, as a result of which the Registration Statement or the Prospectus, as then amended and supplemented, would include any untrue statement of a material fact or omit any omission to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in (and, with respect to the light of the circumstances existing at the time it is delivered to a subscriber, the General Partner forthwith will prepare and furnish to you a reasonable number of copies of the amendment or amendments of, or supplement or supplements to, the Memorandum (in form and substance satisfactory to you and your counsel) that will so amend or supplement the Memorandum.
(b) They will qualify or register the Units for offering and sale under, or establish the exemption of the offering and sale of the Units from qualification or registration under, the applicable securities or “blue sky” laws of the jurisdictions listed in Appendix I hereto and use reasonable efforts to qualify in such other jurisdictions as you may reasonably request in writing; provided, however, that none of them will be obligated to qualify as a dealer in securities in any jurisdiction in which it is not so qualified. The General Partner will promptly notify you in writing of such qualification, registration or exemption in each such jurisdiction and of any modification, rescission or withdrawal of any such qualification, registration or exemption. The General Partner will not consummate a sale of a Unit in any jurisdiction in which such sale may not be lawfully made and will not consummate any sale otherwise than in accordance with the restrictions and limitations, if any, set forth or referred to in such survey.
(c) The General Partner will notify you promptly if it becomes aware that the Memorandum contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements thereinProspectus, in light of the circumstances under which they were made, ) not misleading, or if it becomes necessary or desirable at any time to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act, the SEC Regulations, the CEAct, the CFTC Rules, or the rules of the FINRA or the NFA, the Partnership will promptly notify the Selling Agent thereof and will prepare and file with the SEC, CFTC, FINRA, and NFA an amendment or supplement that will correct such statement or omission or that will effect such compliance.
(d) The Partnership will apply furnish to the proceeds from the sale Selling Agent copies of the Units for Registration Statement, the purposes set forth under “Use of Proceeds” in the Memorandum in substantially the amounts Prospectus, all amendments and in the manner indicated thereunder.
(e) Neither they nor any person directly or indirectly affiliated with any of them is or will be engagedsupplements thereto, as a general partner, sponsor or otherwise (i) in the organization or management of any partnership, fund or other entityand all annual reports delivered to Limited Partners, in a manner or under circumstances whicheach case as soon as available and, in the opinion of their counsel, will jeopardize the status case of the offering of Prospectus, in such quantities as the Units as an exempted transaction under the Securities Act or under the laws of any state in which it is represented by them that the offering Selling Agent may be made, or (ii) in any offering of securities which, when integrated with the offering of the Units in the manner prescribed by Rule 501(a) of Reg. D and SEC Release No. 33-4552 (Nov. 6, 1962) will jeopardize the status of the offering of the Units as an exempted transaction under Reg. D.
(f) Subject reasonably request for delivery to Section 11 hereof, at all times during the Continuous Offering, they will (i) make available to each potential purchaser and to the purchaser’s representative, if any, such information (in addition to that contained in the Memorandum) concerning themselves, the offering and any other relevant matters, as they possess or can acquire without unreasonable effort or expense, and (ii) provide to each potential purchaser and to any purchaser representatives the opportunity to ask questions of, and receive answers from, them concerning the terms and conditions of the offering and the business of the Partnership and to obtain any other additional information, to the extent they possess the same or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished to the potential purchaser or any purchaser representativesit.
(g) They will provide to each purchaser the information required to be delivered by Rule 502(b)(2)(iii) and 502(b)(iv).
(h) Within 15 days of receiving copies from you of information indicating that subscribers meet the suitability standards, the General Partner will approve or reject the subscriptions and notify you of the same.
(i) The General Partner shall file a Form D with the Securities and Exchange Commission pursuant to Rule 503 under Reg. D in a timely manner with respect to all subscriptions accepted by the General Partner. The General Partner shall comply with any filing requirement imposed by the laws of any state or jurisdiction in which sales are made. The General Partner shall furnish you and your counsel with copies of all filings made on Form D pursuant hereto.
(j) The General Partner shall notify you within a reasonable period of time if it engages an additional selling agent for the Partnership.
Appears in 3 contracts
Samples: Selling Agreement (Aspect Global Diversified Fund LP), Selling Agreement (Aspect Global Diversified Fund LP), Selling Agreement (Aspect Global Diversified Fund LP)
Covenants of the Partnership and the General Partner. Each of the The Partnership and the General Partner covenant with each of you, separately, you that:
(a) If any event occurs that before a Monthly Closing and relates to or affects the business or condition (financial or other) of the General Partner or the Partnership which makes it necessary to amend or supplement the Memorandum in order that the Memorandum will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a subscriber, the General Partner forthwith will prepare and furnish to you a reasonable number of copies of the amendment or amendments of, or supplement or supplements to, the Memorandum (in form and substance satisfactory to you and your counsel) that will so amend or supplement the Memorandum.
(b) They will qualify or register the Units for offering and sale under, or establish the exemption of the offering and sale of the Units from qualification or registration under, the applicable securities or “blue sky” laws of the jurisdictions listed in Appendix I hereto and use reasonable efforts to qualify in such other jurisdictions as you may reasonably request in writing; provided, however, that none of them will be obligated to qualify as a dealer in securities in any jurisdiction in which it is not so qualified. The General Partner will promptly notify you in writing of such qualification, registration or exemption in each such jurisdiction and of any modification, rescission or withdrawal of any such qualification, registration or exemption. The General Partner will not consummate a sale of a Unit in any jurisdiction in which such sale may not be lawfully made and will not consummate any sale otherwise than in accordance with the restrictions and limitations, if any, set forth or referred to in such survey.
(c) The General Partner will notify you promptly if it becomes aware that the Memorandum contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(d) The Partnership will apply the proceeds from the sale of the Units for the purposes set forth under “Use of Proceeds” in the Memorandum in substantially the amounts and in at the manner times indicated thereunder.
(ed) Neither they nor any person directly or indirectly affiliated with any of them is or will be engaged, as a general partner, sponsor or otherwise (i) in the organization or management of any partnership, fund or other entity, in a manner or under circumstances which, in the opinion of their counsel, will jeopardize the status of the offering of the Units as an exempted transaction under the Securities Act or under the laws of any state in which it is represented by them that the offering may be made, or (ii) in any offering of securities which, when integrated with the offering of the Units in the manner prescribed by Rule 501(a) of Reg. D and SEC Release No. 33-4552 (Nov. 6, 1962) will jeopardize the status of the offering of the Units as an exempted transaction under Reg. D.
(fe) Subject to Section 11 hereof, at At all times during the Continuous OfferingOffering and before each Monthly Closing, they will (i) make available to each potential purchaser and to the purchaser’s representative, if any, such information (in addition to that contained in the Memorandum) concerning themselves, the offering and any other relevant matters, as they possess or can acquire without unreasonable effort or expense, and (ii) provide to each potential purchaser and to any purchaser representatives the opportunity to ask questions of, and receive answers from, them concerning the terms and conditions of the offering and the business of the Partnership and to obtain any other additional information, to the extent they possess the same or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished to the potential purchaser or any purchaser representatives.
(gf) They Before each Monthly Closing, they will provide to each purchaser the information required to be delivered by Rule 502(b)(2)(iii) and 502(b)(iv).
(hg) Within 15 days of receiving copies from you copies of information indicating that subscribers meet the suitability standards, the General Partner will approve or reject the subscriptions and notify you of the same.
(ih) The General Partner shall file has filed five copies of a notice on Form D with the Securities and Exchange Commission no later than 15 days after the first sale of a Unit pursuant to Rule 503 under Reg. D in a timely manner with respect to all subscriptions accepted by the General Partner. D. The General Partner shall comply with any filing requirement imposed by the laws of any state or jurisdiction in which sales are made. The General Partner shall furnish you and your counsel with copies of all filings made on Form D pursuant hereto.
(ji) The General Partner shall notify you within a reasonable period of time if it engages an additional selling agent for the Partnership.
Appears in 2 contracts
Samples: Agency Agreement (Smith Barney Warrington Fund L P), Agency Agreement (Smith Barney Bristol Energy Fund Lp)
Covenants of the Partnership and the General Partner. Each of the The Partnership and the General Partner covenant and agree with each of you, separately, thatthe Selling Agent as follows:
(a) The Partnership will advise the Selling Agent (i) when the Registration Statement shall have become effective with the SEC, (ii) when any post-effective amendment to the Registration Statement shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (iii) of any request of the SEC for amendment or supplementation of the Registration Statement or Prospectus or for additional information, and (iv) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Units for offering or sale in any jurisdiction, or of the institution of any proceedings for any such purposes. The Partnership will use its best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use and to obtain as soon as possible the lifting thereof, if issued.
(b) If any event occurs that relates to or affects the business shall occur or condition (financial or other) exist as a result of the General Partner or the Partnership which makes it is necessary to amend or supplement the Memorandum Prospectus in order that the Memorandum Prospectus will not contain include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a subscriber, the General Partner forthwith will prepare and furnish to you a reasonable number of copies of the amendment or amendments of, or supplement or supplements to, the Memorandum (in form and substance satisfactory to you and your counsel) that will so amend or supplement the Memorandum.
(b) They will qualify or register the Units for offering and sale under, or establish the exemption of the offering and sale of the Units from qualification or registration under, the applicable securities or “blue sky” laws of the jurisdictions listed in Appendix I hereto and use reasonable efforts to qualify in such other jurisdictions as you may reasonably request in writing; provided, however, that none of them will be obligated to qualify as a dealer in securities in any jurisdiction in which it is not so qualified. The General Partner will promptly notify you in writing of such qualification, registration or exemption in each such jurisdiction and of any modification, rescission or withdrawal of any such qualification, registration or exemption. The General Partner will not consummate a sale of a Unit in any jurisdiction in which such sale may not be lawfully made and will not consummate any sale otherwise than in accordance with the restrictions and limitations, if any, set forth or referred to in such survey.
(c) The General Partner will notify you promptly if it becomes aware that the Memorandum contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it shall be necessary at any such time to amend the Prospectus in order to comply with the requirements of the SEC, the Partnership will forthwith prepare any such amendment or supplement to the Prospectus (and will file the same with the SEC) so that, as so amended or supplemented, the Prospectus, as the case may be, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus will comply with such requirements.
(c) The Partnership will inform the Selling Agent of its intention to make or file any amendment or supplement to the Prospectus, (ii) will furnish the Selling Agent with copies of any such proposed amendment, supplement or other document, and (iii) will not file or use or permit the filing or use of any such amendment, supplement or other document in a form to which the selling Agent shall reasonably object.
(d) The Partnership has furnished or will apply furnish to the proceeds from Selling Agent, without charge, as many copies of any preliminary prospectus and the sale Prospectus and each amendment or supplement thereto and such other material as it may authorize as sales material under the applicable rules and regulations of the Units for SEC under the purposes set forth under “Use of Proceeds” in Securities Act as the Memorandum in substantially the amounts and in the manner indicated thereunderSelling Agent may reasonably request from time to time.
(e) Neither they nor any person directly or indirectly affiliated with any of them is or The Partnership will be engaged, as a general partner, sponsor or otherwise (i) in the organization or management of any partnership, fund or other entity, in a manner or under circumstances which, in the opinion of their counsel, will jeopardize the status of the offering of use its best efforts to qualify the Units as an exempted transaction under the Securities Act or for sale under the laws of any state such jurisdictions as the General Partner and the Selling Agent shall mutually agree and will comply to the best of its ability with such laws so as to permit the continuance of sales of and dealings in which it is represented by them that the offering may be made, or (ii) in any offering of securities which, when integrated with the offering of the Units in the manner prescribed by Rule 501(a) of Reg. D and SEC Release No. 33-4552 (Nov. 6, 1962) will jeopardize the status of the offering of the Units as an exempted transaction under Reg. D.thereunder.
(f) Subject to Section 11 hereof, at all times during the Continuous Offering, they will (i) make available to each potential purchaser and to the purchaser’s representative, if any, such information (in addition to that contained in the Memorandum) concerning themselves, the offering and any other relevant matters, as they possess or can acquire without unreasonable effort or expense, and (ii) provide to each potential purchaser and to any purchaser representatives the opportunity to ask questions of, and receive answers from, them concerning the terms and conditions of the offering and the business of the The Partnership and to obtain any other additional information, to the extent they possess the same or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished to the potential purchaser or any purchaser representatives.
(g) They will provide to each purchaser the information required to be delivered by Rule 502(b)(2)(iii) and 502(b)(iv).
(h) Within 15 days of receiving copies from you of information indicating that subscribers meet the suitability standards, the General Partner will approve or reject pay and bear all costs and expenses in connection with the subscriptions preparation, printing and notify you filing of the same.
(i) The General Partner shall file a Form D with Registration Statement, preliminary and amended preliminary prospectus and the Securities Prospectus and Exchange Commission pursuant to Rule 503 amendments or supplements thereto, including fees of legal counsel for the Partnership, the qualifying of the Units under Reg. D in a timely manner with respect to all subscriptions accepted by the General Partner. The General Partner shall comply with any filing requirement imposed by the laws of any state or jurisdiction in which sales are made. The General Partner shall furnish you certain jurisdictions as aforesaid, including filing fees, the filing of this Agreement and your counsel with copies of all filings made on Form D pursuant hereto.
(j) The General Partner shall notify you within a reasonable period of time if it engages an additional selling agent for the Partnership.all
Appears in 2 contracts
Samples: Selling Agent Agreement (SQN Alternative Investment Fund III, L.P.), Selling Agent Agreement (SQN Alternative Investment Fund III, L.P.)
Covenants of the Partnership and the General Partner. Each of the The Partnership as to itself, and the General Partner covenant with each of you, separately, thatas to itself covenants and agrees as follows:
(a) If The Partnership will use its best efforts to cause the Registration Statement to become effective as promptly as possible. The Partnership will prepare and file with the SEC, CFTC, NASD and NFA any event occurs that relates amendments to or affects the business or condition (financial or other) of Registration Statement, and any amendments and supplements to the Prospectus, which the General Partner determines are necessary or advisable in connection with the offering and sale of Units, and will use its best efforts to cause the same to become effective as promptly as possible.
(b) As soon as the Partnership which makes it necessary is advised or obtains knowledge thereof, the Partnership will advise the Selling Agent of any requests made by the SEC, CFTC, NASD, or NFA to amend the Registration Statement, to amend or supplement the Memorandum in Prospectus, or for additional information, or of the issuance by the SEC of any stop order that suspending the Memorandum effectiveness of the Registration Statement, of any order by the SEC, CFTC, NASD, or NFA preventing or suspending the use of the Prospectus, or of the institution of any proceedings for any such purpose, and will not contain an use its best efforts to prevent the issuance of any such order and, if any such order is issued, to obtain the lifting thereof as promptly as possible.
(c) If, at any time after the effective date of the Registration Statement and any amendment thereto, any event occurs involving the Partnership, the General Partner, or any General Partner Principal, or of which the Partnership, the General Partner, or any General Partner Principal is aware, as a result of which the Registration Statement or the Prospectus, as then amended and supplemented, would include any untrue statement of a material fact or omit any omission to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in (and, with respect to the light of the circumstances existing at the time it is delivered to a subscriber, the General Partner forthwith will prepare and furnish to you a reasonable number of copies of the amendment or amendments of, or supplement or supplements to, the Memorandum (in form and substance satisfactory to you and your counsel) that will so amend or supplement the Memorandum.
(b) They will qualify or register the Units for offering and sale under, or establish the exemption of the offering and sale of the Units from qualification or registration under, the applicable securities or “blue sky” laws of the jurisdictions listed in Appendix I hereto and use reasonable efforts to qualify in such other jurisdictions as you may reasonably request in writing; provided, however, that none of them will be obligated to qualify as a dealer in securities in any jurisdiction in which it is not so qualified. The General Partner will promptly notify you in writing of such qualification, registration or exemption in each such jurisdiction and of any modification, rescission or withdrawal of any such qualification, registration or exemption. The General Partner will not consummate a sale of a Unit in any jurisdiction in which such sale may not be lawfully made and will not consummate any sale otherwise than in accordance with the restrictions and limitations, if any, set forth or referred to in such survey.
(c) The General Partner will notify you promptly if it becomes aware that the Memorandum contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements thereinProspectus, in light of the circumstances under which they were made, ) not misleading, or if it becomes necessary or desirable at any time to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act, the SEC Regulations, the CEAct, the CFTC Rules, or the rules of the NASD or the NFA, the Partnership will promptly notify the Selling Agent thereof and will prepare and file with the SEC, CFTC, NASD, and NFA an amendment or supplement that will correct such statement or omission or that will effect such compliance.
(d) The Partnership will apply furnish to the proceeds from the sale Selling Agent copies of the Units for Registration Statement, the purposes set forth under “Use of Proceeds” in the Memorandum in substantially the amounts Prospectus, all amendments and in the manner indicated thereunder.
(e) Neither they nor any person directly or indirectly affiliated with any of them is or will be engagedsupplements thereto, as a general partner, sponsor or otherwise (i) in the organization or management of any partnership, fund or other entityand all annual and monthly financial statements and reports delivered to Limited Partners, in a manner or under circumstances whicheach case as soon as available and, in the opinion of their counsel, will jeopardize the status case of the offering of Prospectus, in such quantities as the Units as an exempted transaction under the Securities Act or under the laws of any state in which it is represented by them that the offering Selling Agent may be made, or (ii) in any offering of securities which, when integrated with the offering of the Units in the manner prescribed by Rule 501(a) of Reg. D and SEC Release No. 33-4552 (Nov. 6, 1962) will jeopardize the status of the offering of the Units as an exempted transaction under Reg. D.
(f) Subject reasonably request for delivery to Section 11 hereof, at all times during the Continuous Offering, they will (i) make available to each potential purchaser and to the purchaser’s representative, if any, such information (in addition to that contained in the Memorandum) concerning themselves, the offering and any other relevant matters, as they possess or can acquire without unreasonable effort or expense, and (ii) provide to each potential purchaser and to any purchaser representatives the opportunity to ask questions of, and receive answers from, them concerning the terms and conditions of the offering and the business of the Partnership and to obtain any other additional information, to the extent they possess the same or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished to the potential purchaser or any purchaser representativesit.
(g) They will provide to each purchaser the information required to be delivered by Rule 502(b)(2)(iii) and 502(b)(iv).
(h) Within 15 days of receiving copies from you of information indicating that subscribers meet the suitability standards, the General Partner will approve or reject the subscriptions and notify you of the same.
(i) The General Partner shall file a Form D with the Securities and Exchange Commission pursuant to Rule 503 under Reg. D in a timely manner with respect to all subscriptions accepted by the General Partner. The General Partner shall comply with any filing requirement imposed by the laws of any state or jurisdiction in which sales are made. The General Partner shall furnish you and your counsel with copies of all filings made on Form D pursuant hereto.
(j) The General Partner shall notify you within a reasonable period of time if it engages an additional selling agent for the Partnership.
Appears in 1 contract
Covenants of the Partnership and the General Partner. Each of the The Partnership and the General Partner covenant with each of you, separately, you that:
(a) If any event occurs that before a Monthly Closing and relates to or affects the business or condition (financial or other) of the General Partner or the Partnership which makes it necessary to amend or supplement the Memorandum in order that the Memorandum will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a subscriber, the General Partner forthwith will prepare and furnish to you a reasonable number of copies of the amendment or amendments of, or supplement or supplements to, the Memorandum (in form and substance satisfactory to you and your counsel) that will so amend or supplement the Memorandum.
(b) They will qualify or register the Units for offering and sale under, or establish the exemption of the offering and sale of the Units from qualification or registration under, the applicable securities or “blue sky” laws of the jurisdictions listed in Appendix I hereto and use reasonable their best efforts to qualify in such other jurisdictions as you may reasonably request in writing; provided, however, that none neither of them will be obligated to qualify as a dealer in securities in any jurisdiction in which it is not so qualified. The General Partner will promptly notify you in writing of such qualification, registration or exemption in each such jurisdiction and of any modification, rescission or withdrawal of any such qualification, registration or exemption. The General Partner will not consummate a sale of a Unit in any jurisdiction in which such survey indicates such sale may not be lawfully made and will not consummate any sale otherwise than in accordance with the restrictions and limitations, if any, set forth or referred to in such survey.
(c) The Neither they nor any of their affiliates will, either directly or through an agent (other than you), sell or offer for sale, or solicit offers to subscribe for or buy or approach potential offerees for, or otherwise negotiate in respect of, the Units except for the activities of the General Partner will notify in approaching potential offerees undertaken in cooperation with you promptly if it becomes aware that the Memorandum contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingafter advance consultation with you.
(d) The Partnership will apply the proceeds from the sale of the Units for the purposes set forth under “Use of Proceeds” in the Memorandum in substantially the amounts and in at the manner times indicated thereunder.
(e) Neither they nor any person directly or indirectly affiliated with any either of them is or will be engaged, as a general partner, sponsor or otherwise (i) in the organization or management of any partnership, fund or other entity, in a manner or under circumstances which, in the opinion of their counsel, will jeopardize the status of the offering of the Units as an exempted transaction under the Securities Act or under the laws of any state in which it is represented by them that the offering may be made, or (ii) in any offering of securities which, when integrated with the offering of the Units in the manner prescribed by Rule 501(a) of Reg. D and SEC Release No. 33-4552 (Nov. 6, 1962) will jeopardize the status of the offering of the Units as an exempted transaction under Reg. D.
(f) Subject to Section 11 hereof, at At all times during the Continuous OfferingOffering and before each Monthly Closing, they will (i) make available to each potential purchaser and to the purchaser’s representative, if any, such information (in addition to that contained in the Memorandum) concerning themselves, the offering and any other relevant matters, as they possess or can acquire without unreasonable effort or expense, and (ii) provide to each potential purchaser and to any purchaser representatives the opportunity to ask questions of, and receive answers from, them concerning the terms and conditions of the offering and the business of the Partnership and to obtain any other additional information, to the extent they possess the same or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished to the potential purchaser or any purchaser representatives.
(g) They Before each Monthly Closing, they will provide to each purchaser the information required to be delivered by Rule 502(b)(2)(iii) and 502(b)(iv)) and will disclose to each purchaser, in writing, any material relationships between such purchaser’s purchaser representative, if any, or its affiliates and themselves or any of their affiliates which then exists or is understood to be contemplated or has existed at any time during the previous two years and any compensation received or to be received as a result of such relationship.
(h) Immediately before accepting any subscription for the Units and making any sale thereof to any purchasers other than an “accredited investor” as defined in Reg. D, they, after reviewing each Subscription Agreement and accompanying questionnaire(s), will have reasonable grounds to believe and will believe that the purchaser, either alone or with his purchaser representative, has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment. Within 15 days of receiving copies from you copies of information indicating that subscribers meet the suitability standards, the General Partner will approve or reject the subscriptions and notify you of the same.
(i) The General Partner shall file has filed five copies of a notice on Form D with the Securities and Exchange Commission no later than 15 days after the first sale of a Unit pursuant to Rule 503 under Reg. D in a timely manner with respect to all subscriptions accepted by the General Partner. D. The General Partner shall comply with any filing requirement imposed by the laws of any state or jurisdiction in which sales are made. The General Partner shall furnish you and your counsel with copies of all filings made on Form D pursuant hereto.
(j) The General Partner shall notify you within a reasonable period of time if it engages an additional selling agent for the Partnership.
Appears in 1 contract
Samples: Agency Agreement (Smith Barney Tidewater Futures Fund Lp)
Covenants of the Partnership and the General Partner. Each of the The Partnership and the General Partner covenant with each of you, separately, you that:
(a) If any event occurs that before Closing or a Monthly Closing and relates to or affects the business or condition (financial or other) of the General Partner or the Partnership which makes it necessary to amend or supplement the Memorandum in order that the Memorandum will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a subscriber, the General Partner forthwith will prepare and furnish to you a reasonable number of copies of the amendment or amendments of, or supplement or supplements to, the Memorandum (in form and substance satisfactory to you and your counsel) that will so amend or supplement the Memorandum.
(b) They will qualify or register the Units for offering and sale under, or establish the exemption of the offering and sale of the Units from qualification or registration under, the applicable securities or “‘‘blue sky” ’’ laws of the jurisdictions listed in Appendix I hereto and use reasonable efforts to qualify in such other jurisdictions as you may reasonably request in writing; provided, however, that none of them will be obligated to qualify as a dealer in securities in any jurisdiction in which it is not so qualified. The General Partner will promptly notify you in writing of such qualification, registration or exemption in each such jurisdiction and of any modification, rescission or withdrawal of any such qualification, registration or exemption. The General Partner will not consummate a sale of a Unit in any jurisdiction in which such sale may not be lawfully made and will not consummate any sale otherwise than in accordance with the restrictions and limitations, if any, set forth or referred to in such survey.
(c) The General Partner will notify you promptly if it becomes aware that the Memorandum contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(d) The Partnership will apply the proceeds from the sale of the Units for the purposes set forth under “‘‘Use of Proceeds” ’’ in the Memorandum in substantially the amounts and in at the manner times indicated thereunder.
(ed) Neither they nor any person directly or indirectly affiliated with any of them is or will be engaged, as a general partner, sponsor or otherwise (i) in the organization or management of any partnership, fund or other entity, in a manner or under circumstances which, in the opinion of their counsel, will jeopardize the status of the offering of the Units as an exempted transaction under the Securities Act or under the laws of any state in which it is represented by them that the offering may be made, or (ii) in any offering of securities which, when integrated with the offering of the Units in the manner prescribed by Rule 501(a) of Reg. D and SEC Release No. 33-4552 (Nov. 6, 1962) will jeopardize the status of the offering of the Units as an exempted transaction under Reg. D.
(fe) Subject to Section 11 hereof, at At all times during the Continuous OfferingOffering Period and before the Closing and each Monthly Closing, they will (i) make available to each potential purchaser and to the purchaser’s representative, if any, such information (in addition to that contained in the Memorandum) concerning themselves, the offering and any other relevant matters, as they possess or can acquire without unreasonable effort or expense, and (ii) provide to each potential purchaser and to any purchaser representatives the opportunity to ask questions of, and receive answers from, them concerning the terms and conditions of the offering and the business of the Partnership and to obtain any other additional information, to the extent they possess the same or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished to the potential purchaser or any purchaser representatives.
(gf) They Before the Closing and each Monthly Closing, they will provide to each purchaser the information required to be delivered by Rule 502(b)(2)(iii) and 502(b)(iv).
(hg) Within 15 days of receiving copies from you copies of information indicating that subscribers meet the suitability standards, the General Partner will approve or reject the subscriptions and notify you of the same.
(ih) The General Partner shall file five copies of a notice on Form D with the Securities and Exchange Commission no later than 15 days after the first sale of a Unit pursuant to Rule 503 under Reg. D in a timely manner with respect to all subscriptions accepted by the General Partner. D. The General Partner shall comply with any filing requirement imposed by the laws of any state or jurisdiction in which sales are made. The General Partner shall furnish you and your counsel with copies of all filings made on Form D pursuant hereto.
(ji) The General Partner shall notify you within a reasonable period of time if it engages an additional selling agent for the Partnership.
Appears in 1 contract
Samples: Agency Agreement (Citigroup Abingdon Futures Fund LP)
Covenants of the Partnership and the General Partner. Each of the The Partnership and the General Partner covenant with each of you, separately, thatand agree as follows:
(a) If The Partnership will use its best efforts to cause any event occurs that relates post-effective amendments to the Registration Statement to become effective as promptly as possible. The Partnership will prepare and file with the SEC, NASD, CFTC, and NFA, promptly upon DWR's request, any amendments to the Registration Statement and any amendments and supplements to the Prospectus which may be necessary or affects advisable in connection with the business or condition offering and sale of Units and will use its best efforts to cause the same to become effective as promptly as possible.
(financial or otherb) of the General Partner or As soon as the Partnership which makes is advised or obtains knowledge thereof, it necessary will advise DWR, the Trading Advisor, and the Commodity Brokers of any requests made by the SEC, NASD, CFTC, or NFA to amend the Registration Statement, to amend or supplement the Memorandum in Prospectus, or for additional information or of the issuance by the SEC of any stop order that suspending the Memorandum effectiveness of the Registration Statement, of any order by the SEC, NASD, CFTC, or NFA preventing or suspending the use of the Prospectus, or of the institution of any proceedings for any such purpose, and will not contain an use its best efforts to prevent the issuance of any such order and, if any such order is issued, to obtain the lifting thereof as promptly as possible.
(c) If, at any time after the effective date of the Registration Statement and any amendment thereto, any event occurs involving the Partnership, the General Partner, or any General Partner Principal, or of which the Partnership, the General Partner, or any General Partner Principal is aware, as a result of which the Registration Statement or Prospectus, as then amended and supplemented, would include any untrue statement of a material fact or omit any omission to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in (and, with respect to the light of the circumstances existing at the time it is delivered to a subscriber, the General Partner forthwith will prepare and furnish to you a reasonable number of copies of the amendment or amendments of, or supplement or supplements to, the Memorandum (in form and substance satisfactory to you and your counsel) that will so amend or supplement the Memorandum.
(b) They will qualify or register the Units for offering and sale under, or establish the exemption of the offering and sale of the Units from qualification or registration under, the applicable securities or “blue sky” laws of the jurisdictions listed in Appendix I hereto and use reasonable efforts to qualify in such other jurisdictions as you may reasonably request in writing; provided, however, that none of them will be obligated to qualify as a dealer in securities in any jurisdiction in which it is not so qualified. The General Partner will promptly notify you in writing of such qualification, registration or exemption in each such jurisdiction and of any modification, rescission or withdrawal of any such qualification, registration or exemption. The General Partner will not consummate a sale of a Unit in any jurisdiction in which such sale may not be lawfully made and will not consummate any sale otherwise than in accordance with the restrictions and limitations, if any, set forth or referred to in such survey.
(c) The General Partner will notify you promptly if it becomes aware that the Memorandum contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements thereinProspectus, in light of the circumstances under which they were made, ) not misleading, or if it becomes necessary or desirable at any time to amend or supplement the Registration Statement or Prospectus to comply with the 1933 Act, SEC Regulations, the CEAct, the CFTC Rules, or the rules of the NFA, the Partnership will promptly notify DWR, the Trading Advisor, and the Commodity Brokers thereof and will prepare and file with the SEC, NASD, CFTC, and NFA an amendment or supplement that will correct such statement or omission.
(d) The Partnership will apply the proceeds from the sale furnish to each party hereto copies of the Units for Registration Statement, the purposes set forth under “Use of Proceeds” in the Memorandum in substantially the amounts Prospectus, and in the manner indicated thereunder.
(e) Neither they nor any person directly or indirectly affiliated with any of them is or will be engaged, as a general partner, sponsor or otherwise (i) in the organization or management of any partnership, fund or other entityall amendments and supplements thereto, in a manner or under circumstances whicheach case as soon as available and, in the opinion case of their counselDWR, will jeopardize in such quantities (in the status case of the offering of the Units Prospectus) as an exempted transaction under the Securities Act or under the laws of any state in which it is represented by them that the offering DWR may be made, or (ii) in any offering of securities which, when integrated with the offering of the Units in the manner prescribed by Rule 501(a) of Reg. D and SEC Release No. 33-4552 (Nov. 6, 1962) will jeopardize the status of the offering of the Units as an exempted transaction under Reg. D.
(f) Subject reasonably request for delivery to Section 11 hereof, at all times during the Continuous Offering, they will (i) make available to each potential purchaser and to the purchaser’s representative, if any, such information (in addition to that contained in the Memorandum) concerning themselves, the offering and any other relevant matters, as they possess or can acquire without unreasonable effort or expense, and (ii) provide to each potential purchaser and to any purchaser representatives the opportunity to ask questions of, and receive answers from, them concerning the terms and conditions of the offering and the business of the Partnership and to obtain any other additional information, to the extent they possess the same or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished to the potential purchaser or any purchaser representativesit.
(g) They will provide to each purchaser the information required to be delivered by Rule 502(b)(2)(iii) and 502(b)(iv).
(h) Within 15 days of receiving copies from you of information indicating that subscribers meet the suitability standards, the General Partner will approve or reject the subscriptions and notify you of the same.
(i) The General Partner shall file a Form D with the Securities and Exchange Commission pursuant to Rule 503 under Reg. D in a timely manner with respect to all subscriptions accepted by the General Partner. The General Partner shall comply with any filing requirement imposed by the laws of any state or jurisdiction in which sales are made. The General Partner shall furnish you and your counsel with copies of all filings made on Form D pursuant hereto.
(j) The General Partner shall notify you within a reasonable period of time if it engages an additional selling agent for the Partnership.
Appears in 1 contract
Samples: Selling Agreement (Morgan Stanley Tangible Asset Fund L P)
Covenants of the Partnership and the General Partner. Each of the The Partnership and the General Partner jointly and severally covenant with each of you, separately, thatUnderwriter as follows:
(a) If any event occurs that relates To furnish to or affects you in New York City, without charge, prior to 10:00 a.m. New York City time on the business or condition day next succeeding the date of this Agreement, a signed copy (financial or otherwhich may be electronic) of the Registration Statement (without exhibits thereto) and to deliver to each of the Underwriters during the period mentioned in Section 6(e) or 6(f) below, as many copies of the Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.
(b) From the date hereof to the Closing Date, before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and, unless such filing is required under applicable laws and regulations, not to file any such proposed amendment or supplement to which you reasonably object.
(c) From the date hereof to the Closing Date, to furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Partnership or the General Partner and not to use or refer to any proposed free writing prospectus to which you reasonably object.
(d) Not to take any action that would result in an Underwriter, the Partnership or the Partnership General Partner being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(e) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition shall exist as a result of which makes it is necessary to amend or supplement the Memorandum in order that the Memorandum will not contain an untrue statement Time of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a subscriber, the General Partner forthwith will prepare and furnish to you a reasonable number of copies of the amendment or amendments of, or supplement or supplements to, the Memorandum (in form and substance satisfactory to you and your counsel) that will so amend or supplement the Memorandum.
(b) They will qualify or register the Units for offering and sale under, or establish the exemption of the offering and sale of the Units from qualification or registration under, the applicable securities or “blue sky” laws of the jurisdictions listed in Appendix I hereto and use reasonable efforts to qualify in such other jurisdictions as you may reasonably request in writing; provided, however, that none of them will be obligated to qualify as a dealer in securities in any jurisdiction in which it is not so qualified. The General Partner will promptly notify you in writing of such qualification, registration or exemption in each such jurisdiction and of any modification, rescission or withdrawal of any such qualification, registration or exemption. The General Partner will not consummate a sale of a Unit in any jurisdiction in which such sale may not be lawfully made and will not consummate any sale otherwise than in accordance with the restrictions and limitations, if any, set forth or referred to in such survey.
(c) The General Partner will notify you promptly if it becomes aware that the Memorandum contains any untrue statement of material fact or omits to state a material fact necessary Sale Prospectus in order to make the statements therein, in the light of the circumstances under which they were madeat the time of such delivery, not misleading, or if, in the reasonable opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.
(df) The If, during such period after the first date of the public offering of the Securities as in the reasonable opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer any event shall occur or condition shall exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.
(g) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request and to continue such qualification in effect so long as reasonably required for distribution of the Securities; provided that in connection therewith neither the Partnership will apply nor the General Partner shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in any jurisdiction.
(h) During the period beginning on the date hereof and continuing to and including the business day following the Closing Date, not to offer, sell, contract to sell or otherwise dispose of any debt securities of or guaranteed by the Partnership which are substantially similar to the Securities.
(i) To use the net proceeds received by the Partnership from the sale of the Units for Securities pursuant to this Agreement in the purposes set forth manner specified in the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds” in ”.
(j) To make generally available to the Memorandum in substantially Partnership’s securityholders and to you as soon as practicable an earnings statement covering a period of at least twelve months beginning with the amounts first fiscal quarter of the Partnership occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and in the manner indicated rules and regulations of the Commission thereunder.
(ek) Neither they nor any person directly Whether or indirectly affiliated with any not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all costs and expenses incident to the performance of them is or will be engagedits obligations hereunder, as a general partnerincluding without limiting the generality of the foregoing, sponsor or otherwise all costs and expenses (including reasonable fees and expenses of the Partnership’s and the General Partner’s counsel and accountants) (i) incident to the preparation, issuance, execution, authentication and delivery of the Securities, including any expenses of the Trustee, and any taxes payable by the Partnership or the General Partner in connection therewith, (ii) incident to the organization preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or management on behalf of, used by, or referred to by the Partnership or the General Partner (including in each case all exhibits, amendments and supplements to any of any partnershipthe foregoing, fund or other entityincluding the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456 (b)(1), in a manner or under circumstances whichif applicable), all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the opinion quantities hereinabove specified), (iii) incurred in connection with the registration or qualification and determination of their counseleligibility for investment of the Securities under the laws of such jurisdictions as the Underwriters may designate (including reasonable fees and disbursements of counsel for the Underwriters associated therewith, will jeopardize which fees and expenses shall not exceed $10,000), (iv) incurred in connection with the status printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky memoranda relating to the offer and sale of the Securities and the furnishing to Underwriters of copies of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, and the Prospectus, including mailing and shipping, as herein provided, (v) payable to the Underwriters incurred in connection with the review and qualification of the offering of the Units Securities by the Financial Industry Regulatory Authority, if applicable, (vi) payable to the rating agencies in connection with the rating of the Securities and (vii) incurred by the Partnership or the General Partner in connection with a “road show” presentation to potential investors. For the avoidance of doubt, except as an exempted transaction provided in this Section, Section 8 entitled “Indemnity and Contribution” and the last paragraph of Section 10, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel and any advertising expenses connected with any offers they may make.
(l) To prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the Securities or the offering in a form consented to by the Representatives, and to file such final term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act on or under following the laws of any state in which it is represented by them that date the offering may be made, or (ii) in any offering of securities which, when integrated with final terms have been established for the offering of the Units in the manner prescribed by Rule 501(a) of Reg. D and SEC Release No. 33-4552 (Nov. 6, 1962) will jeopardize the status of the offering of the Units as an exempted transaction under Reg. D.
(f) Subject to Section 11 hereof, at all times during the Continuous Offering, they will (i) make available to each potential purchaser and to the purchaser’s representative, if any, such information (in addition to that contained in the Memorandum) concerning themselves, the offering and any other relevant matters, as they possess or can acquire without unreasonable effort or expense, and (ii) provide to each potential purchaser and to any purchaser representatives the opportunity to ask questions of, and receive answers from, them concerning the terms and conditions of the offering and the business of the Partnership and to obtain any other additional information, to the extent they possess the same or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished to the potential purchaser or any purchaser representativesSecurities.
(gm) They will provide Not to each purchaser take any action prohibited by Regulation M under the information required to be delivered by Rule 502(b)(2)(iii) and 502(b)(iv)Exchange Act in connection with the distribution of the Securities contemplated hereby.
(hn) Within 15 days of receiving copies from you of information indicating that subscribers meet To pay the suitability standards, the General Partner will approve or reject the subscriptions and notify you of the same.
(i) The General Partner shall file a Form D with required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and Exchange Commission pursuant to Rule 503 under Reg. D otherwise in a timely manner accordance with respect to all subscriptions accepted by the General Partner. The General Partner shall comply with any filing requirement imposed by the laws of any state or jurisdiction in which sales are made. The General Partner shall furnish you Rules 456(b) and your counsel with copies of all filings made on Form D pursuant hereto457(r).
(j) The General Partner shall notify you within a reasonable period of time if it engages an additional selling agent for the Partnership.
Appears in 1 contract
Samples: Underwriting Agreement (MPLX Lp)
Covenants of the Partnership and the General Partner. Each of the The Partnership and the General Partner covenant with each of you, separately, you that:
(a) If any event occurs that before Closing or a Monthly Closing and relates to or affects the business or condition (financial or other) of the General Partner or the Partnership which makes it necessary to amend or supplement the Memorandum in order that the Memorandum will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a subscriber, the General Partner forthwith will prepare and furnish to you a reasonable number of copies of the amendment or amendments of, or supplement or supplements to, the Memorandum (in form and substance satisfactory to you and your counsel) that will so amend or supplement the Memorandum.
(b) They will qualify or register the Units for offering and sale under, or establish the exemption of the offering and sale of the Units from qualification or registration under, the applicable securities or “blue sky” laws of the jurisdictions listed in Appendix I hereto and use reasonable their best efforts to qualify in such other jurisdictions as you may reasonably request in writing; provided, however, that none neither of them will be obligated to qualify as a dealer in securities in any jurisdiction in which it is not so qualified. The General Partner will promptly notify you in writing of such qualification, registration or exemption in each such jurisdiction and of any modification, rescission or withdrawal of any such qualification, registration or exemption. The General Partner will not consummate a sale of a Unit in any jurisdiction in which such sale may not be lawfully made and will not consummate any sale otherwise than in accordance with the restrictions and limitations, if any, set forth or referred to in such survey.
(c) The Neither they nor any of their affiliates will, either directly or through an agent (other than you), sell or offer for sale, or solicit offers to subscribe for or buy or approach potential offerees for, or otherwise negotiate in respect of, the Units except for the activities of the General Partner will notify in approaching potential offerees undertaken in cooperation with you promptly if it becomes aware that the Memorandum contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingafter advance consultation with you.
(d) The Partnership will apply the proceeds from the sale of the Units for the purposes set forth under “Use of Proceeds” in the Memorandum in substantially the amounts and in at the manner times indicated thereunder.
(e) Neither they nor any person directly or indirectly affiliated with any either of them is or will be engaged, as a general partner, sponsor or otherwise (i) in the organization or management of any partnership, fund or other entity, in a manner or under circumstances which, in the opinion of their counsel, will jeopardize the status of the offering of the Units as an exempted transaction under the Securities Act or under the laws of any state in which it is represented by them that the offering may be made, or (ii) in any offering of securities which, when integrated with the offering of the Units in the manner prescribed by Rule 501(a) of Reg. D and SEC Release No. 33-4552 (Nov. 69, 1962) will jeopardize the status of the offering of the Units as an exempted transaction under Reg. D.
(f) Subject to Section 11 hereof, at At all times during the Continuous OfferingOffering Period and before the Closing and each Monthly Closing, they will (i) make available to each potential purchaser and to the purchaser’s representative, if any, such information (in addition to that contained in the Memorandum) concerning themselves, the offering and any other relevant matters, as they possess or can acquire without unreasonable effort or expense, and (ii) provide to each potential purchaser and to any purchaser representatives the opportunity to ask questions of, and receive answers from, them concerning the terms and conditions of the offering and the business of the Partnership and to obtain any other additional information, to the extent they possess the same or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished to the potential purchaser or any purchaser representatives.
(g) They Before the Closing and each Monthly Closing, they will provide to each purchaser the information required to be delivered by Rule 502(b)(2)(iii502(b) (2)(iii) and 502(b)(iv502(b) (iv).
(h) Within 15 days of receiving copies from you copies of information indicating that subscribers meet the suitability standards, the General Partner will approve or reject the subscriptions and notify you of the same.
(i) The General Partner shall file five (5) copies of a notice on Form D with the Securities and Exchange Commission no later than fifteen (15) days after the first sale of a Unit pursuant to Rule 503 under Reg. D in a timely manner with respect to all subscriptions accepted by the General Partner. D. The General Partner shall comply with any filing requirement imposed by the laws of any state or jurisdiction in which sales are made. The General Partner shall furnish you and your counsel with copies of all filings made on Form D pursuant hereto.
(j) The General Partner shall notify you within a reasonable period of time if it engages an additional selling agent for the Partnership.
Appears in 1 contract
Covenants of the Partnership and the General Partner. Each of the The Partnership and the General Partner covenant with each of you, separately, you that:
(a) If any event occurs that before a Monthly Closing and relates to or affects the business or condition (financial or other) of the General Partner or the Partnership which makes it necessary to amend or supplement the Memorandum in order that the Memorandum will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a subscriber, the General Partner forthwith will shall prepare and furnish to you a reasonable number of copies of the amendment or amendments of, or supplement or supplements to, the Memorandum (in form and substance satisfactory to you and your counsel) that will so amend or supplement the Memorandum.
(b) They will shall qualify or register the Units for offering and sale under, or establish the exemption of the offering and sale of the Units from qualification or registration under, the applicable securities or “blue sky” laws of the jurisdictions listed in Appendix I hereto and use reasonable efforts to qualify in such other jurisdictions as you may reasonably request in writing; provided, however, that none of them will be obligated to qualify as a dealer in securities in any jurisdiction in which it is not so qualified. The General Partner will shall promptly notify you in writing of such qualification, registration or exemption in each such jurisdiction and of any modification, rescission or withdrawal of any such qualification, registration or exemption. The General Partner will shall not consummate a sale of a Unit in any jurisdiction in which such sale may not be lawfully made and will shall not consummate any sale otherwise than in accordance with the restrictions and limitations, if any, set forth or referred to in such survey.
(c) The General Partner will notify you promptly if it becomes aware that the Memorandum contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(d) The Partnership will shall apply the proceeds from the sale of the Units for the purposes set forth under “Use of Proceeds” in the Memorandum in substantially the amounts and in at the manner times indicated thereunder.
(ed) Neither they nor any person directly or indirectly affiliated with any of them is or will be engaged, as a general partner, sponsor or otherwise (i) in the organization or management of any partnership, fund or other entity, in a manner or under circumstances which, in the opinion of their counsel, will jeopardize the status of the offering of the Units as an exempted transaction under the Securities Act Act, the CEA or under the laws of any state in which it is represented by them that the offering may be made, or (ii) in any offering of securities which, when integrated with the offering of the Units in the manner prescribed by Rule 501(a) of Reg. D and SEC Release No. 33-4552 (Nov. 6, 1962) will jeopardize the status of the offering of the Units as an exempted transaction under Reg. D.
(fe) Subject to Section 11 hereof, at At all times during the Continuous OfferingOffering and before each Monthly Closing, they will shall (i) make available to each potential purchaser and to the purchaser’s representative, if any, such information (in addition to that contained in the Memorandum) concerning themselves, the offering and any other relevant matters, as they possess or can acquire without unreasonable effort or expense, and (ii) provide to each potential purchaser and to any purchaser representatives the opportunity to ask questions of, and receive answers from, them concerning the terms and conditions of the offering and the business of the Partnership and to obtain any other additional information, to the extent they possess the same or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished to the potential purchaser or any purchaser representatives.
(g) They will provide to each purchaser the information required to be delivered by Rule 502(b)(2)(iii) and 502(b)(iv).
(hf) Within 15 days of receiving copies from you copies of information indicating that subscribers meet the suitability standards, the General Partner will shall approve or reject the subscriptions and notify you of the same.
(ig) The General Partner shall file a Form D with the Securities and Exchange Commission pursuant to Rule 503 under Reg. D in a timely manner with respect to all subscriptions accepted by the General Partner. The General Partner shall comply with any filing requirement imposed by the SEC and by the laws of any state or jurisdiction in which sales are made. The General Partner shall furnish you and your counsel with copies of all filings made on Form D pursuant hereto.
(ji) The General Partner shall notify you within a reasonable period of time if it engages in an additional selling agent for the Partnership.
Appears in 1 contract
Samples: Agency Agreement (Citigroup Emerging Cta Portfolio Lp)
