Common use of Offering and Sale of Units Clause in Contracts

Offering and Sale of Units. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, PDC hereby appoints you as the Dealer Manager during the Offering Period to offer all of the Units to potential investors in the Partnership in accordance with the terms of the Prospectus, and you agree to use your best efforts as Dealer Manager, promptly following the Effective Date, to offer the Units to suitable investors at the price and in accordance with the terms stated in the Prospectus. (b) The offering of Units by you and the Soliciting Dealers will only be made to potential investors residing in the states listed on Exhibit A to this Agreement without the prior consent of PDC. (c) All sales of Units will be conditioned upon receipt of Subscriptions from suitable investors acceptable to PDC for a minimum of 75 Units ($1,500,000); $2,500,000 representing 125 units with respect to PDC 1998-D Limited Partnership, PDC 1999-D Limited Partnership and PDC 2000-D Limited Partnership (the "Minimum Offering") on or before the Termination Date. All checks received with Subscription Documents shall be made payable to "PNC Bank N.A. as Escrow Agent for PDC 199 - [2000] Limited Partnership" and shall be transferred to the Escrow Agent by noon of the next business day after receipt for deposit in the Escrow Account established pursuant to the Prospectus. (d) All sales of Units will be conditioned upon acceptance by PDC of the Subscription Documents of each subscriber (consisting of the Subscription Agreement, all in the form as may be approved by you, the Soliciting Dealers and PDC, or as may be required by the Prospectus and the Partnership Agreement), which shall be duly executed by each subscriber and be accompanied by payment in cash of the purchase price of Units subscribed to by each such subscriber. PDC shall have the right, in its sole discretion, to reject the Subscription of any potential purchaser of Units. (e) The Units will be sold only to persons who warrant or represent that they or their beneficiaries meet the financial suitability requirements as set forth in the Prospectus and such other requirements may be required by the states in which the Units are sold. (f) In consideration of your execution of this Agreement, and the performance of your obligations hereunder, and in further consideration of your supervising the offering of Units, PDC agrees to cause the Partnership to pay to you, within ten (10) business days after the filing of the Certificate, 10-1/2% of the Partnership Subscriptions (as defined in the Partnership Agreement) received and accepted by PDC as of the Closing Date, out of which you may pay commissions totaling not more than 8% to the Soliciting Dealer and reimbursement of due diligence expenses, marketing support fees, and other compensation, totaling no more than 2% to the Soliciting Dealer as provided in the Soliciting Dealers Agreement, and from which you may retain 0.5% of the Partnership Subscriptions as a wholesaling fee, provided, however, that in the event the Minimum Offering is not achieved on or before the Termination Date and this Agreement is terminated, neither you nor the Soliciting Dealers shall receive any sales commissions or fees. Total compensation to NASD members under this agreement shall not exceed 10% of Subscriptions and reimbursement of bona fide due diligence expenses shall not exceed 0.5% of Subscriptions. Prior to the time any partnership had reached the Minimum Offering, the Managing General Partner shall advance from its own funds sales commissions and due diligence expenses which would otherwise be payable in connection with subscription funds received and cleared from subscribers that the Managing General Partner deems suitable to be Investor Partners.

Offering and Sale of Units. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, PDC hereby appoints you as the Dealer Manager during the Offering Period to offer all of the Units to potential investors in the Partnership in accordance with the terms of the Prospectus, and you agree to use your best efforts as Dealer Manager, promptly following the Effective Date, to offer the Units to suitable investors at the price and in accordance with the terms stated in the Prospectus. (b) The offering of Units by you and the Soliciting Dealers will only be made to potential investors residing in the states listed on Exhibit A to this Agreement without the prior consent of PDC. (c) All sales of Units will be conditioned upon receipt of Subscriptions from suitable investors acceptable to PDC for a minimum of 75 Units ($1,500,000); $2,500,000 representing 125 units with respect to PDC 19982001-D Limited Partnership, PDC 19992002-D Limited Partnership and PDC 20002003-D Limited Partnership (the "Minimum Offering") on or before the Termination Date. All checks received with Subscription Documents shall be made payable to "PNC Bank N.A. as Escrow Agent for PDC 199 200 - [2000] Limited Partnership" and shall be transferred to the Escrow Agent by noon of the next business day after receipt for deposit in the Escrow Account established pursuant to the Prospectus. (d) All sales of Units will be conditioned upon acceptance by PDC of the Subscription Documents of each subscriber (consisting of the Subscription Agreement, all in the form as may be approved by you, the Soliciting Dealers and PDC, or as may be required by the Prospectus and the Partnership Agreement), which shall be duly executed by each subscriber and be accompanied by payment in cash of the purchase price of Units subscribed to by each such subscriber. PDC shall have the right, in its sole discretion, to reject the Subscription of any potential purchaser of Units. (e) The Units will be sold only to persons who warrant or represent that they or their beneficiaries meet the financial suitability requirements as set forth in the Prospectus and such other requirements may be required by the states in which the Units are sold. (f) In consideration of your execution of this Agreement, and the performance of your obligations hereunder, and in further consideration of your supervising the offering of Units, PDC agrees to cause the Partnership to pay to you, within ten (10) business days after the filing of the Certificate, 10-1/2% of the Partnership Subscriptions (as defined in the Partnership Agreement) received and accepted by PDC as of the Closing Date, out of which you may pay commissions totaling not more than 8% to the Soliciting Dealer and reimbursement of due diligence expenses, marketing support fees, and other compensation, totaling no more than 2% to the Soliciting Dealer as provided in the Soliciting Dealers Agreement, and from which you may retain 0.5% of the Partnership Subscriptions as a wholesaling fee, provided, however, that in the event the Minimum Offering is not achieved on or before the Termination Date and this Agreement is terminated, neither you nor the Soliciting Dealers shall receive any sales commissions or fees. Total compensation to NASD members under this agreement shall not exceed 10% of Subscriptions and reimbursement of bona fide due diligence expenses shall not exceed 0.5% of Subscriptions. Prior to the time any partnership had reached the Minimum Offering, the Managing General Partner shall advance from its own funds sales commissions and due diligence expenses which would otherwise be payable in connection with subscription funds received and cleared from subscribers that the Managing General Partner deems suitable to be Investor Partners.

Offering and Sale of Units. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, PDC hereby appoints you as the Dealer Manager during the Offering Period to offer all of the Units to potential investors in the Partnership in accordance with the terms of the Prospectus, and you agree to use your best efforts as Dealer Manager, promptly following the Effective Date, to offer the Units to suitable investors at the price and in accordance with the terms stated in the Prospectus. (b) The offering of Units by you and the Soliciting Dealers will only be made to potential investors residing in the states listed on Exhibit A to this Agreement without the prior consent of PDC. (c) All sales of Units will be conditioned upon receipt of Subscriptions from suitable investors acceptable to PDC for a minimum of 75 87.5 Units ($1,500,000); $2,500,000 representing 125 units with respect to 1,750,000) for PDC 19982003-D Limited Partnership, PDC 1999-D C Limited Partnership and 175 Units ($3,500,000) for PDC 20002003-D Limited Partnership (the "Minimum Offering") on or before the Termination Date. All checks received with Subscription Documents shall be made payable to "PNC Bank N.A. One as Escrow Agent for PDC 199 2003-- [2000] Limited Partnership" and shall be transferred to the Escrow Agent by noon of the next business day after receipt for deposit in the Escrow Account established pursuant to the Prospectus. (d) All sales of Units will be conditioned upon acceptance by PDC of the Subscription Documents of each subscriber (consisting of the Subscription Agreement, all in the form as may be approved by you, the Soliciting Dealers and PDC, or as may be required by the Prospectus and the Partnership Agreement), which shall be duly executed by each subscriber and be accompanied by payment in cash of the purchase price of Units subscribed to by each such subscriber. PDC shall have the right, in its sole discretion, to reject the Subscription of any potential purchaser of Units. (e) The Units will be sold only to persons who warrant or represent that they or their beneficiaries meet the financial suitability requirements as set forth in the Prospectus and such other requirements may be required by the states in which the Units are sold. (f) In consideration of your execution of this Agreement, and the performance of your obligations hereunder, and in further consideration of your supervising the offering of Units, PDC agrees to cause the Partnership to pay to you, within ten (10) business days after the filing of the Certificate, 10-1/2% of the Partnership Subscriptions (as defined in the Partnership Agreement) received and accepted by PDC as of the Closing Date, out of which you may pay commissions totaling not more than 8% to the Soliciting Dealer and reimbursement of due diligence expenses, marketing support fees, and other compensation, totaling no more than 2% to the Soliciting Dealer as provided in the Soliciting Dealers Agreement, and from which you may retain 0.5% of the Partnership Subscriptions as a wholesaling fee, provided, however, that in the event the Minimum Offering is not achieved on or before the Termination Date and this Agreement is terminated, neither you nor the Soliciting Dealers shall receive any sales commissions or fees. Total compensation to NASD members under this agreement shall not exceed 10% of Subscriptions and reimbursement of bona fide due diligence expenses shall not exceed 0.5% of Subscriptions. Prior to the time any partnership had reached the Minimum Offering, the Managing General Partner shall advance from its own funds sales commissions and due diligence expenses which would otherwise be payable in connection with subscription funds received and cleared from subscribers that the Managing General Partner deems suitable to be Investor Partners.

Offering and Sale of Units. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, PDC hereby appoints you as the Dealer Dealer-Manager during the Offering Period to offer all of the Units to potential investors in the Partnership in accordance with the terms of the Prospectus, and you agree to use your best efforts as Dealer Dealer-Manager, promptly following the Effective Date, to offer the Units to suitable investors at the price and in accordance with the terms stated in the Prospectus. (b) The offering of Units by you and the Soliciting Dealers will only be made to potential investors residing in the states listed on Exhibit A to this Agreement without the prior consent of PDC. (c) All sales of Units will be conditioned upon receipt of Subscriptions from suitable investors acceptable to PDC for a minimum of 75 150 Units ($1,500,000)3,000,000) for each of PDC 2004-A Limited Partnership, PDC 2005-A Limited Partnership and PDC 2006-A Limited Partnership; 87-1/2 Units ($2,500,000 representing 125 units with respect to 1,750,000) for each of PDC 19982004-B and -C Limited Partnerships, PDC 2005-B and -C Limited Partnerships and PDC 2006-B and -C Limited Partnerships; and 175 Units ($3,500,000) for each of PDC 2004-D Limited Partnership, PDC 19992005-D Limited Partnership and PDC 20002006-D Limited Partnership (the "Minimum Offering") on or before the Termination Date. All checks received with Subscription Documents shall be made payable to "PNC Bank N.A. BB&T as Escrow Agent for PDC 199 - [2000] 2004- Limited Partnership" [or PDC 2005- Limited Partnership or PDC 2006- Limited Partnership, as appropriate] and shall be transferred to the Escrow Agent by noon of the next business day after receipt for deposit in the Escrow Account established pursuant to the Prospectus. (d) All sales of Units will be conditioned upon acceptance by PDC of the Subscription Documents of each subscriber (consisting of the Subscription Agreement, all in the form as may be approved by you, the Soliciting Dealers and PDC, or as may be required by the Prospectus and the Partnership Agreement), which shall be duly executed by each subscriber and be accompanied by payment in cash of the purchase price of Units subscribed to by each such subscriber. PDC shall have the right, in its sole discretion, to reject the Subscription of any potential purchaser of Units. (e) The Units will be sold only to persons who warrant or represent that they or their beneficiaries meet the financial suitability requirements as set forth in the Prospectus and such other requirements may be required by the states in which the Units are sold. (f) In consideration of your execution of this Agreement, and the performance of your obligations hereunder, and in further consideration of your supervising the offering of Units, PDC agrees to cause the Partnership to pay to you, within ten (10) business days after the filing of the Certificate, 10-1/210 % of the Partnership Subscriptions (as defined in the Partnership Agreement) received and accepted by PDC as of the Closing Date, for commissions, wholesaling and marketing expenses, and up to -1/2% of the Partnership Subscriptions as reimbursement for bona fide accountable due diligence expenses, out of which you may pay to the Soliciting Dealer commissions totaling not more than 87% of the Partnership Subscriptions, an unaccountable 1% of the Partnership Subscriptions for marketing support fees and other compensation, and up to -1/2% of the Soliciting Dealer and Partnership Subscriptions for reimbursement of bona fide accountable due diligence expenses, marketing support fees, and other compensation, totaling no more than 2% to the Soliciting Dealer as provided in the Soliciting Dealers Agreement, ; and from which you may shall retain 0.52% of the Partnership Subscriptions as a for marketing and wholesaling feefees and expenses, meeting costs and other expenses, provided, however, that in the event the Minimum Offering is not achieved on or before the Termination Date and this Agreement is terminated, neither you nor the Soliciting Dealers shall receive any sales commissions or fees. Total compensation to NASD members under this agreement shall not exceed 10% of Subscriptions and reimbursement of bona fide accountable due diligence expenses shall not exceed 0.5-1/2% of Subscriptions. Prior to the time any partnership had has reached the Minimum Offering, the Managing General Partner shall advance from its own funds sales commissions and due diligence expenses which would otherwise be payable in connection with subscription funds received and cleared from subscribers that the Managing General Partner deems suitable to be Investor Partners.

Offering and Sale of Units. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, PDC hereby appoints you as the Dealer Manager during the Offering Period to offer all of the Units to potential investors in the Partnership in accordance with the terms of the Prospectus, and you agree to use your best efforts as Dealer Manager, promptly following the Effective Date, to offer the Units to suitable investors at the price and in accordance with the terms stated in the Prospectus. (b) The offering of Units by you and the Soliciting Dealers will only be made to potential investors residing in the states listed on Exhibit A to this Agreement without the prior consent of PDC. (c) All sales of Units will be conditioned upon receipt of Subscriptions from suitable investors acceptable to PDC for a minimum of 75 50 Units ($1,500,000)1,000,000) ; $2,500,000 1,500,000 representing 125 $75 units with respect to PDC 1998-D Limited Partnership, PDC 19991996-D Limited Partnership and PDC 20001997-D Limited Partnership (the "Minimum Offering") on or before the Termination Date. All checks received with Subscription Documents shall be made payable to "PNC Bank N.A. as Escrow Agent for PDC 199 - [2000] Limited Partnership" and shall be transferred to the Escrow Agent by noon of the next business day after receipt for deposit in the Escrow Account established pursuant to the Prospectus. (d) All sales of Units will be conditioned upon acceptance by PDC of the Subscription Documents of each subscriber (consisting of the Subscription Agreement, all in the form as may be approved by you, the Soliciting Dealers and PDC, or as may be required by the Prospectus and the Partnership Agreement), which shall be duly executed by each subscriber and be accompanied by payment in cash of the purchase price of Units subscribed to by each such subscriber. PDC shall have the right, in its sole discretion, to reject the Subscription of any potential purchaser of Units. (e) The Units will be sold only to persons who warrant or represent that they or their beneficiaries meet the financial suitability requirements as set forth in the Prospectus and such other requirements may be required by the states in which the Units are sold. (f) In consideration of your execution of this Agreement, and the performance of your obligations hereunder, and in further consideration of your supervising the offering of Units, PDC agrees to cause the Partnership to pay to you, within ten (10) business days after the filing of the Certificate, 10-1/2% of the Partnership Subscriptions (as defined in the Partnership Agreement) received and accepted by PDC as of the Closing Date, out of which you may pay commissions totaling not more than 8% to the Soliciting Dealer and reimbursement of due diligence expenses, marketing support fees, and other compensation, totaling no more than 2% to the Soliciting Dealer as provided in the Soliciting Dealers Agreement, and from which you may retain 0.5% of the Partnership Subscriptions as a wholesaling fee, provided, however, that in the event the Minimum Offering is not achieved on or before the Termination Date and this Agreement is terminated, neither you nor the Soliciting Dealers shall receive any sales commissions or fees. Total compensation to NASD members under this agreement shall not exceed 10% of Subscriptions and reimbursement of bona fide due diligence expenses shall not exceed 0.5% of Subscriptions. Prior to the time any partnership had reached the Minimum Offering, the Managing General Partner shall advance from its own funds sales commissions and due diligence expenses which would otherwise be payable in connection with subscription funds received and cleared from subscribers that the Managing General Partner deems suitable to be Investor Partners.