Due Diligence; Adequate Disclosure. Prior to offering the Shares for sale, Dealer shall have conducted an inquiry such that Dealer has reasonable grounds to believe, based on information made available to Dealer by the Company or the Dealer Manager through the Prospectus or other materials, that all material facts are adequately and accurately disclosed and provide a basis for evaluating a purchase of Shares. In determining the adequacy of disclosed facts pursuant to the foregoing, each Dealer may obtain, upon request, information on material facts relating at a minimum to the following: (1) items of compensation; (2) physical properties; (3) tax aspects; (4) financial stability and experience of the Company and its advisor; (5) conflicts and risk factors; and (6) other pertinent reports. Notwithstanding the foregoing, each Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose or another Dealer, provided that: (1) such Dealer has reasonable grounds to believe that such inquiry was conducted with due care by said independent third party or such other Dealer; (2) the results of the inquiry were provided to Dealer with the consent of the other Dealer conducting or directing the inquiry; and (3) no Dealer that participated in the inquiry is an affiliate of the Company. Prior to the sale of the Shares, each Dealer shall inform each prospective purchaser of Shares of pertinent facts relating to the Shares including specifically the lack of liquidity and lack of marketability of the Shares during the term of the investment.
Appears in 3 contracts
Samples: Dealer Manager Agreement (Hines Real Estate Investment Trust Inc), Dealer Manager Agreement (Hines Real Estate Investment Trust Inc), Dealer Manager Agreement (Hines Real Estate Investment Trust Inc)
Due Diligence; Adequate Disclosure. Prior to offering the Shares for sale, Dealer shall have conducted an inquiry such that Dealer has reasonable grounds to believe, based on information made available to Dealer by the Company or the Dealer Manager through the Prospectus or other materials, that all material facts are adequately and accurately disclosed and provide a basis for evaluating a purchase of Shares. In determining the adequacy of disclosed facts pursuant to the foregoing, each Dealer may obtain, upon request, information on material facts relating at a minimum to the following: (1a) items of compensation; (2b) physical properties; (3c) tax aspects; (4d) financial stability and experience of the Company and its advisor; (5e) conflicts and risk factors; and (6f) appraisals and other pertinent reports. Notwithstanding the foregoing, each Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose or another Dealer, provided that: (1a) such Dealer has reasonable grounds to believe that such inquiry was conducted with due care by said independent third party or such other Dealer; (2b) the results of the inquiry were provided to Dealer with the consent of the other Dealer conducting or directing the inquiry; and (3c) no Dealer that participated in the inquiry is an affiliate of the Company. Prior to the sale of the Shares, each Dealer shall inform each prospective purchaser of Shares of pertinent facts relating to the Shares including specifically the lack of liquidity and lack of marketability of the Shares during the term of the investment.
Appears in 2 contracts
Samples: Selected Dealer Agreement (Hines Global REIT, Inc.), Selected Dealer Agreement (Hines Global REIT, Inc.)
Due Diligence; Adequate Disclosure. Prior to offering the Shares for sale, Dealer shall have conducted an inquiry such that Dealer has reasonable grounds to believe, based on information made available to Dealer by the Company or the Dealer Manager through the Prospectus or other materials, that all material facts are adequately and accurately disclosed and provide a basis for evaluating a purchase of Shares. In determining the adequacy of disclosed facts pursuant to the foregoing, each Dealer may obtain, upon request, information on material facts relating at a minimum to the following: (1A) items of compensation; (2B) physical properties; (3C) tax aspects; (4D) financial stability and experience of the Company and its advisorAdvisor; (5E) conflicts and risk factors; and (6F) other pertinent reports. Notwithstanding the foregoing, each Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose or another Dealer, provided that: (1A) such Dealer has reasonable grounds to believe that such inquiry was conducted with due care by said independent third party or such other Dealer; (2B) the results of the inquiry were provided to Dealer with the consent of the other Dealer conducting or directing the inquiry; and (3C) no Dealer that participated in the inquiry is an affiliate of the Company. Prior to the sale of the Shares, each Dealer shall inform each prospective purchaser of Shares of pertinent facts relating to the Shares including specifically the lack of liquidity and lack of marketability of the Shares during the term of the investment.
Appears in 2 contracts
Samples: Selected Dealer Agreement (Hines Real Estate Investment Trust Inc), Selected Dealer Agreement (Hines Real Estate Investment Trust Inc)