Common use of Offering and Sale of Interests Clause in Contracts

Offering and Sale of Interests. (a) Sub-Selling Agent shall deliver to each person to whom Sub-Selling Agent makes an offer of an Interest, the Offering Documents, as amended as of such time, in hard copy form or in such other manner as has been agreed to between the Sub-Selling Agent and potential investor, provided, however, that Sub-Selling Agent has received the consent of the potential investor to receive the Offering Documents in such other manner in compliance with all applicable CFTC and NFA rules. (b) Neither Selling Agent nor Sub-Selling Agent shall make any offer of Interests on the basis of any communications or documents relating to any of the Partnerships or the Interests, except the Offering Materials, any other documents supplied or prepared by the General Partner on behalf of the Partnerships and delivered to Selling Agent or Sub-Selling Agent by the Partnership(s) or the General Partner for use in making an offer of Interests, or any other materials expressly approved for such use by the General Partner in writing (which shall include electronic mail). Subject to Section 4(d), the Partnerships and the General Partner shall provide Selling Agent and Sub-Selling Agent copies of any Offering Documents a commercially reasonable time prior to providing such Offering Documents to any limited partner for Selling Agent’s and Sub-Selling Agent’s review and approval, which shall not be unreasonably withheld. Modifications of such Offering Documents must be approved in writing by the General Partner. Such modifications generally will not be approved as contemplated by the previous sentence except in the case of modifications solely for the purpose of reflecting formatting or cosmetic changes or including appropriate references to Selling Agent or Sub-Selling Agent, if any, by name, address, insignia or similarly factual identifying characteristics. Sub-Selling Agent will maintain a written record of each prospective investor to which or to whom it furnishes Offering Materials and agrees to provide such records to the General Partner within a reasonable time upon request. (c) The Partnership(s) and the General Partner agree that the Partnership(s) will rely on Rule 506(b) as a safe harbor from registration under Securities Act. Neither Selling Agent nor Sub-Selling Agent will use any form of “general solicitation” or “general advertising” (within the meaning of Rule 502(c) of Regulation D under the Securities Act) in making offers of Interests, including any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by general solicitation or advertising. (d) Selling Agent or Sub-Selling Agent, as applicable, shall, in accordance with requirements of Regulation D under the Securities Act, reasonably believe immediately prior to making any offer or sale of Interests that any prospective investor solicited by it is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D under the Securities Act, and meets such other eligibility criteria as are set forth in the Offering Documents. The Partnerships shall be responsible for the timely filing with the U.S. Securities and Exchange Commission (“SEC”) of any notices required by Rule 503 of Regulation D under the Securities Act. Selling Agent or Sub-Selling Agent shall only solicit prospective investors in any jurisdiction in compliance with the marketing rules and private placement rules of such jurisdiction. (e) No sale of Units to any single investor will be for less than the minimum denominations as specified in the Offering Documents, unless such requirement is waived in advance by the General Partner in its sole discretion. (f) No offer or sale of any Units shall be made in any state or jurisdiction, or to any prospective investor located in any state or jurisdiction, where such Units have not been registered or qualified for offer and sale under applicable state securities laws (unless such Units are “covered securities” within the meaning of the Securities Act, or otherwise exempt from the registration or qualification requirements of such laws, and any and all required filings, including notice filings, have been made to perfect such exemptions or preemptions). Neither Selling Agent nor Sub-Selling Agent shall offer or sell Units in any jurisdiction without the General Partner’s prior written consent. (g) No transfers of Units will be effected other than in accordance with the Partnership’s limited partnership agreement, as amended. (h) In the performance of this Agreement, Selling Agent, Sub-Selling Agent and their affiliates, officers, directors, employees, agents and representatives will comply strictly with all applicable anti-corruption laws. None of Selling Agent, Sub-Selling Agent or their affiliates, officers, directors, employees, agents or representatives has taken nor will take any action in furtherance of an offer, payment, promise to pay, receipt, acceptance or authorization of the payment or giving or receiving of anything of value, either directly or indirectly, to or from any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage. Throughout the duration of this Agreement, none of Selling Agent, Sub-Selling Agent or any of their officers, directors, employees, agents or representatives is or will become a Government Official,1 and none of Selling Agent, Sub-Selling Agent or any of their affiliates, agents or representatives, is or will be owned, directly or indirectly, in whole or in part, or controlled by any government or Government Official. Selling Agent and Sub-Selling Agent shall create and maintain precise and accurate books and financial records in connection with the services performed under this Agreement. Upon request, the General Partner shall have the right to inspect such books and financial records in connection with the services performed under this Agreement. Selling Agent and Sub-Selling Agent, as applicable, will fully cooperate with any such inspection that may be conducted. Selling Agent and Sub-Selling Agent, as applicable, shall notify the General Partner immediately if at any time the foregoing representations and warranties shall not be true and correct. Upon receipt of such notification, or in the event that the General Partner determines that a breach of any of the foregoing representations and warranties has occurred or is likely to occur, the General Partner shall have the right to unilaterally terminate this Agreement upon written notice without further payment under this Agreement; withhold payment under this Agreement until such time as it has received confirmation to its satisfaction that no breach has occurred or is likely to occur; and/or pursue any other remedies available to it. The General Partner shall not be obligated under this Agreement to take any action or omit to take any action that it believes, in good faith, would cause it to be in violation of any applicable anti-corruption laws. (i) Sub-Selling Agent shall be responsible for ensuring that any activities taken in connection with the sale of Interests in any jurisdiction outside of the United States shall be conducted in compliance with the private placement or other applicable offering rules of such jurisdiction; provided, however, that, the Partnerships and the General Partner agree to coordinate with Sub-Selling Agent in respect of determining the number of offers made to prospective investors in any particular jurisdiction and such other relevant information in respect of offerings of Interests made by any party other than Sub-Selling Agent, which would reasonably be deemed to affect Sub-Selling Agent’s compliance with applicable offering rules. Neither Selling Agent or Sub-Selling Agent shall make an offer or sale of any Interest in any foreign jurisdiction, or to any prospective investor located in any foreign jurisdiction, where there is a prohibition on the sale of securities such as the Interests. (j) The General Partner shall be responsible for any applicable registration or qualification of the Interests under all applicable laws, rules or regulations of the United States and the states therein. The General Partner on behalf of the Partnerships acknowledges that Sub-Selling Agent intends to offer the Interests in each state within the United States. The General Partner, at the applicable Partnership’s expense, shall use

Offering and Sale of Interests. (a) Sub-Selling Agent shall deliver to each person to whom Sub-Selling Agent makes an offer of an Interest, the Offering Documents, as amended as of such time, in hard copy form or in such other manner as has been agreed to between the Sub-Selling Agent and potential investor, provided, however, that Sub-Selling Agent has received the consent of the potential investor to receive the Offering Documents in such other manner in compliance with all applicable CFTC and NFA rules. (b) Neither Selling Agent nor Sub-Selling Agent shall not make any offer of Interests on the basis of any communications or documents relating to any of the Partnerships or the Interests, except the Offering Materials, any other documents supplied or prepared by the General Partner on behalf of the Partnerships and delivered to Selling Agent or Sub-Selling Agent by the Partnership(s) or the General Partner for use in making an offer of Interests, or any other materials expressly approved for such use by the General Partner in writing (which shall include electronic mail). Subject to Section 4(d), the Partnerships and the General Partner shall provide Selling Agent and Sub-Selling Agent copies of any Offering Documents a commercially reasonable time prior to providing such Offering Documents to any limited partner for Selling Agent’s and Sub-Selling Agent’s review and approval, which shall not be unreasonably withheld. Modifications of such Offering Documents must be approved in writing by the General Partner. Such modifications generally will not be approved as contemplated by the previous sentence except in the case of modifications solely for the purpose of reflecting formatting or cosmetic changes or including appropriate references to Selling Agent or Sub-Selling Agent, if any, by name, address, insignia or similarly factual identifying characteristics. Sub-Selling Agent will maintain a written record of each prospective investor to which or to whom it furnishes Offering Materials and agrees to provide such records to the General Partner within a reasonable time upon request. (c) The Partnership(s) and the General Partner agree that the Partnership(s) will rely on Rule 506(b) as a safe harbor from registration under Securities Act. Neither Selling Agent nor Sub-Selling Agent will not use any form of “general solicitation” or “general advertising” (within the meaning of Rule 502(c) of Regulation D under the Securities Act) in making offers of Interests, including any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by general solicitation or advertising. (d) Selling Agent or Sub-Selling Agent, as applicable, shall, in accordance with requirements of Regulation D under the Securities Act, reasonably believe immediately prior to making any offer or sale of Interests that any prospective investor solicited by it Selling Agent is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D under the Securities Act, and meets such other eligibility criteria as are set forth in the Offering Documents. The Partnerships shall be responsible for the timely filing with the U.S. Securities and Exchange Commission (“SEC”) of any notices required by Rule 503 of Regulation D under the Securities Act. Selling Agent or Sub-Selling Agent shall only solicit prospective investors in any jurisdiction in compliance with the marketing rules and private placement rules of such jurisdiction. (e) No sale of Units to any single investor will be for less than the minimum denominations as specified in the Offering Documents, unless such requirement is waived in advance by the General Partner in its sole discretion. (f) No offer or sale of any Units shall be made in any state or jurisdiction, or to any prospective investor located in any state or jurisdiction, where such Units have not been registered or qualified for offer and sale under applicable state securities laws (unless such Units are “covered securities” within the meaning of the Securities Act, or otherwise exempt from the registration or qualification requirements of such laws, and any and all required filings, including notice filings, have been made to perfect such exemptions or preemptions). Neither Selling Agent nor Sub-Selling Agent shall not offer or sell Units in any jurisdiction without the General Partner’s prior written consent. (g) No transfers of Units will be effected other than in accordance with the Partnership’s limited partnership agreement, as amended. (h) In the performance of this Agreement, Selling Agent, Sub-Selling Agent and their Selling Agent’s affiliates, officers, directors, employees, agents and representatives will comply strictly with all applicable anti-corruption laws. None of Neither Selling Agent nor Selling Agent, Sub-Selling Agent or their ’s affiliates, officers, directors, employees, agents or representatives has taken nor will take any action in furtherance of an offer, payment, promise to pay, receipt, acceptance or authorization of the payment or giving or receiving of anything of value, either directly or indirectly, to or from any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage. Throughout the duration of this Agreement, none neither Selling Agent nor any of Selling Agent, Sub-Selling Agent or any of their ’s officers, directors, employees, agents or representatives is or will become a Government Official,1 and none neither Selling Agent nor any of Selling Agent, Sub-Selling Agent or any of their ’s affiliates, agents or representatives, is or will be owned, directly or indirectly, in whole or in part, or controlled by any government or Government Official. Selling Agent and Sub-Selling Agent shall create and maintain precise and accurate books and financial records in connection with the services performed under this Agreement. Upon request, the General Partner shall have the right to inspect such books and financial records in connection with the services performed under this Agreement. Selling Agent and Sub-Selling Agent, as applicable, will fully cooperate with any such inspection that may be conducted. Selling Agent and Sub-Selling Agent, as applicable, shall notify the General Partner immediately if at any time the foregoing representations and warranties shall not be true and correct. Upon receipt of such notification, or in the event that the General Partner determines that a breach of any of the foregoing representations and warranties has occurred or is likely to occur, the General Partner shall have the right to unilaterally terminate this Agreement upon written notice without further payment under this Agreement; withhold payment under this Agreement until such time as it has received confirmation to its satisfaction that no breach has occurred or is likely to occur; and/or pursue any other remedies available to it. The General Partner shall not be obligated under this Agreement to take any action or omit to take any action that it believes, in good faith, would cause it to be in violation of any applicable anti-corruption laws. 1 “Government Official” is broadly defined and includes (a) officials and employees of and (b) any person acting in an official capacity on behalf of: • governments, governmental agencies and instrumentalities, and public international organizations; • companies that are partially or wholly-owned or controlled by governments or governmental agencies (notwithstanding that the company may be publicly listed); and • political parties, including candidates of the party. (i) Sub-Selling Agent shall be responsible for ensuring that any activities taken in connection with the sale of Interests in any jurisdiction outside of the United States shall be conducted in compliance with the private placement or other applicable offering rules of such jurisdiction; provided, however, that, the Partnerships and the General Partner agree to coordinate with Sub-Selling Agent in respect of determining the number of offers made to prospective investors in any particular jurisdiction and such other relevant information in respect of offerings of Interests made by any party other than Sub-Selling Agent, which would reasonably be deemed to affect Sub-Selling Agent’s compliance with applicable offering rules. Neither Selling Agent or Sub-Selling Agent shall make an no offer or sale of any Interest in any foreign jurisdiction, or to any prospective investor located in any foreign jurisdiction, where there is a prohibition on the sale of securities such as the Interests. (j) The General Partner shall be responsible for any applicable registration or qualification of the Interests under all applicable laws, rules or regulations of the United States and the states therein. The General Partner on behalf of the Partnerships acknowledges that Sub-Selling Agent intends to offer the Interests in each state within the United States. The General Partner, at the applicable Partnership’s expense, shall useuse reasonable efforts to register or qualify the Interests, if required, in each jurisdiction within the United States that the Interests are offered by Selling Agent or to make any filings required by applicable law in each jurisdiction within the United States in which the Interests are sold by Selling Agent. If the Interests may not be offered in any particular jurisdiction in the United States, the applicable Partnership and the General Partner shall promptly notify Selling Agent. (k) The General Partner shall provide one copy of the Offering Materials for each of the Partnerships to the Selling Agent for informational purposes only and not for distribution to any prospective investors. The General Partner shall provide a numbered copy of the Offering Materials of a Partnership to the Selling Agent for delivery to a prospective investor upon written request of the Selling Agent, which request shall contain, at a minimum, the name and address of the prospective investor. If any Offering Materials are amended or supplemented, the General Partner shall promptly notify Selling Agent, and provide copies of such amendments or supplements in accordance with the preceding sentence. (l) All subscriptions for Interests submitted by or through Selling Agent shall be subject to the General Partner’s approval, in its sole discretion. The General Partner and Selling Agent agree that the General Partner has the ultimate responsibility to determine whether a prospective investor meets all applicable private placement accreditation, minimum investment, and other regulatory requirements necessary to invest in a Partnership, provided, however, it is acknowledged by Selling Agent that the General Partner shall reasonably rely upon due diligence conducted by Selling Agent on each prospective investor. (m) Each Partnership expects that subscriptions for Units will be accepted as of the first day of the month provided that the General Partner has received a signed Subscription Agreement at least five business days before the end of the prior month, and the subscription amount must be submitted at least five business days before the end of the prior month. (n) All subscriptions for Units and payments by subscribers of subscription amounts for Units shall be made pursuant to the terms and conditions set forth in the Offering Documents, including the applicable Subscription Agreement. Subscriptions for Units from Selling Agent Clients shall be subject to processing by Selling Agent and the applicable Partnership, as described below. The applicable Partnership also shall retain an escrow agent as necessary. (o) All subscription amounts received by Selling Agent hereunder for subscriptions in the name of and on behalf of the applicable Partnership shall be handled by Selling Agent in accordance with the terms of the Subscription Agreement. (p) Selling Agent shall review each Subscription Agreement from any Selling Agent Client to confirm that it has been completed in accordance with the instructions thereto and that each has been completed by or on behalf of an eligible investor and shall promptly forward completed Subscription Agreements, and any other information required to determine a prospective investor’s eligibility, to (1) the applicable Partnership in care of the General Partner (or any successor entity designated by the applicable Partnership or the General Partner to serve in that capacity) or (2) another third party as directed by the General Partner, which shall promptly communicate (generally within five business days) the Partnership’s acceptance or rejection of such documents to Selling Agent. Prior to forwarding a Subscription Agreement, Selling Agent will ensure that the subscriber for Units has a legitimate source of funds, that there is no reason to suspect such subscriber of money laundering activities, that the contemplated investment in the Partnership by the Selling Agent Client is suitable to that customer’s specific circumstances, and that in forwarding the Subscription Agreement, Selling Agent is compliant with its programs described in this Agreement. The General Partner reserves the right to reject any subscription for Units in the Partnership for any reason. Selling Agent has no authority to accept subscriptions for Units and shall be solely responsible for matters relating to the qualification as an eligible investor of any Selling Agent Client, for evaluating the suitability of an investment in the Partnership for any Selling Agent Client and for satisfaction of anti-money-laundering obligations relating to any Selling Agent Client, each as contemplated by the preceding sentences of this Section 2(q). (q) Selling Agent shall ensure that each Selling Agent Client, simultaneous with completion of the Subscription Agreements: (i) either (A) delivers to Selling Agent a check made out to the applicable Partnership in the amount of the subscription, which Selling Agent shall submit, or cause to be submitted, to the General Partner along with the Subscription Agreement and subscription documents; or (B) completes a letter in the form attached as Exhibit II of the Subscription Agreement for the Partnership, authorizing Selling Agent to wire, or cause to be wired, funds in the subscription amount for investment in the Partnership to an account specified by the General Partner; and (ii) designates in the subscription documents sufficient information for the Partnership and the General Partner to transfer and for Selling Agent to receive proceeds from redemptions. The General Partner will cause redemption proceeds to be wired to the Selling Agent or to Selling Agent’s designee. (r) Selling Agent shall submit to the General Partner at least five business days prior to a redemption date a list that includes the name of each Selling Agent Client who has requested a redemption as of such date and the number of Units each wishes to redeem. (s) The General Partner, on behalf of the applicable Partnership, may suspend or terminate the offering of Units at any time as to specific investors, as to specific jurisdictions or otherwise. Upon notice to Selling Agent of the terms of such suspension or termination, Selling Agent shall suspend solicitation of subscriptions for Units in accordance with such terms until the Partnership notifies Selling Agent that such solicitation may be resumed.

Offering and Sale of Interests. (a) Sub-Selling Agent shall deliver to each person to whom Sub-Selling Agent makes an offer of an Interest, the Offering Documents, as amended as of such time, in hard copy form or in such other manner as has been agreed to between the Sub-Selling Agent and potential investor, provided, however, that Sub-Selling Agent has received the consent of the potential investor to receive the Offering Documents in such other manner in compliance with all applicable CFTC and NFA rules. (b) Neither Selling Agent nor Sub-Selling Agent shall not make any offer of Interests on the basis of any communications or documents relating to any of the Partnerships or the Interests, except the Offering Materials, any other documents supplied or prepared by the General Partner on behalf of the Partnerships and delivered to Selling Agent or Sub-Selling Agent by the Partnership(s) or the General Partner for use in making an offer of Interests, or any other materials expressly approved for such use by the General Partner in writing (which shall include electronic mail). Subject to Section 4(d), the Partnerships and the General Partner shall provide Selling Agent and Sub-Selling Agent copies of any Offering Documents a commercially reasonable time prior to providing such Offering Documents to any limited partner for Selling Agent’s and Sub-Selling Agent’s review and approval, which shall not be unreasonably withheld. Modifications of such Offering Documents must be approved in writing by the General Partner. Such modifications generally will not be approved as contemplated by the previous sentence except in the case of modifications solely for the purpose of reflecting formatting or cosmetic changes or including appropriate references to Selling Agent or Sub-Selling Agent, if any, by name, address, insignia or similarly factual identifying characteristics. Sub-Selling Agent will maintain a written record of each prospective investor to which or to whom it furnishes Offering Materials and agrees to provide such records to the General Partner within a reasonable time upon request. (c) The Partnership(s) and the General Partner agree that the Partnership(s) will rely on Rule 506(b) as a safe harbor from registration under Securities Act. Neither Selling Agent nor Sub-Selling Agent will not use any form of “general solicitation” or “general advertising” (within the meaning of Rule 502(c) of Regulation D under the Securities Act) in making offers of Interests, including any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by general solicitation or advertising. (d) Selling Agent or Sub-Selling Agent, as applicable, shall, in accordance with requirements of Regulation D under the Securities Act, reasonably believe immediately prior to making any offer or sale of Interests that any prospective investor solicited by it Selling Agent is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D under the Securities Act, and meets such other eligibility criteria as are set forth in the Offering Documents. The Partnerships shall be responsible for the timely filing with the U.S. Securities and Exchange Commission (“SEC”) of any notices required by Rule 503 of Regulation D under the Securities Act. Selling Agent or Sub-Selling Agent shall only solicit prospective investors in any jurisdiction in compliance with the marketing rules and private placement rules of such jurisdiction. (e) No sale of Units to any single investor will be for less than the minimum denominations as specified in the Offering Documents, unless such requirement is waived in advance by the General Partner in its sole discretion. (f) No offer or sale of any Units shall be made in any state or jurisdiction, or to any prospective investor located in any state or jurisdiction, where such Units have not been registered or qualified for offer and sale under applicable state securities laws (unless such Units are “covered securities” within the meaning of the Securities Act, or otherwise exempt from the registration or qualification requirements of such laws, and any and all required filings, including notice filings, have been made to perfect such exemptions or preemptions). Neither Selling Agent nor Sub-Selling Agent shall not offer or sell Units in any jurisdiction without the General Partner’s prior written consent. (g) No transfers of Units will be effected other than in accordance with the Partnership’s limited partnership agreement, as amended. (h) In the performance of this Agreement, Selling Agent, Sub-Selling Agent and their Selling Agent’s affiliates, officers, directors, employees, agents and representatives will comply strictly with all applicable anti-corruption laws. None of Neither Selling Agent nor Selling Agent, Sub-Selling Agent or their ’s affiliates, officers, directors, employees, agents or representatives has taken nor will take any action in furtherance of an offer, payment, promise to pay, receipt, acceptance or authorization of the payment or giving or receiving of anything of value, either directly or indirectly, to or from any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage. Throughout the duration of this Agreement, none neither Selling Agent nor any of Selling Agent, Sub-Selling Agent or any of their ’s officers, directors, employees, agents or representatives is or will become a Government Official,1 and none neither Selling Agent nor any of Selling Agent, Sub-Selling Agent or any of their ’s affiliates, agents or representatives, is or will be owned, directly or indirectly, in whole or in part, or controlled by any government or Government Official. Selling Agent and Sub-Selling Agent shall create and maintain precise and accurate books and financial records in connection with the services performed under this Agreement. Upon request, the General Partner shall have the right to inspect such books and financial records in connection with the services performed under this Agreement. Selling Agent and Sub-Selling Agent, as applicable, will fully cooperate with any such inspection that may be conducted. Selling Agent and Sub-Selling Agent, as applicable, shall notify the General Partner immediately if at any time the foregoing representations and warranties shall not be true and correct. Upon receipt of such notification, or in the event that the General Partner determines that a breach of any of the foregoing representations and warranties has occurred or is likely to occur, the General Partner shall have the right to unilaterally terminate this Agreement upon written notice without further payment under this Agreement; withhold payment under this Agreement until such time as it has received confirmation to its satisfaction that no breach has occurred or is likely to occur; and/or pursue any other remedies available to it. The General Partner shall not be obligated under this Agreement to take any action or omit to take any action that it believes, in good faith, would cause it to be in violation of any applicable anti-corruption laws. (i) Sub-Selling Agent shall be responsible for ensuring that any activities taken in connection with the sale of Interests in any jurisdiction outside of the United States shall be conducted in compliance with the private placement or other applicable offering rules of such jurisdiction; provided, however, that, the Partnerships and the General Partner agree to coordinate with Sub-Selling Agent in respect of determining the number of offers made to prospective investors in any particular jurisdiction and such other relevant information in respect of offerings of Interests made by any party other than Sub-Selling Agent, which would reasonably be deemed to affect Sub-Selling Agent’s compliance with applicable offering rules. Neither Selling Agent or Sub-Selling Agent shall make an offer or sale of any Interest in any foreign jurisdiction, or to any prospective investor located in any foreign jurisdiction, where there is a prohibition on the sale of securities such as the Interests. (j) The General Partner shall be responsible for any applicable registration or qualification of the Interests under all applicable laws, rules or regulations of the United States and the states therein. The General Partner on behalf of the Partnerships acknowledges that Sub-Selling Agent intends to offer the Interests in each state within the United States. The General Partner, at the applicable Partnership’s expense, shall use