Common use of Offering and Sale of Units Clause in Contracts

Offering and Sale of Units. (a) The Selling Agent is hereby appointed the exclusive selling agent of each Series listed in Exhibit A hereto (which list shall be amended from time to time by consent of the Selling Agent and the Sponsor) for an indefinite period of time (the "Offering Period") for the purpose of finding acceptable subscribers for the Units through a private offering of Units. Subject to the performance by the Sponsor of all its obligations to be performed hereunder, and to the completeness and accuracy in all material respects of all the representations and warranties of the Sponsor contained herein, the Selling Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts to find acceptable subscribers for the Units according to the terms of the Memorandum. It is understood that the Selling Agent's agreement to use its best efforts to find acceptable subscribers for the Units shall not prevent it from acting as a selling agent or underwriter for the securities of other issuers which may be offered or sold during the Offering Period. The agency of the Selling Agent hereunder shall continue until the Sponsor terminates the Offering Period (the date on which the Offering Period terminates being hereinafter referred to as the "Offering Termination Date"), including such additional period as may be required to effect the closing of the sale of the Units, or the Selling Agent terminates this Agreement upon 30 calendar days' notice to the Sponsor.

Appears in 2 contracts

Samples: Selling Agreement (UBS Managed Futures LLC (Aspect Series)), Selling Agreement (UBS Managed Futures LLC (Aspect Series))

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Offering and Sale of Units. (a) The Selling Agent is hereby appointed the exclusive principal selling agent of each Series listed in Exhibit A hereto (which list shall be amended from time to time by consent of the Selling Agent and Trust during the Sponsor) for an indefinite period of time (the "Offering Period") term herein specified for the purpose of finding acceptable subscribers for additional selling agents. Units may be sold as of the Units through a private offering close of Unitsbusiness on the last day of each month, as determined by the Managing Owner (the “Offering Period”). Subject to the performance by the Sponsor Managing Owner of all its obligations to be performed hereunder, and to the completeness and accuracy in all material respects of all the representations and warranties of the Sponsor Trust and the Managing Owner contained herein, the Selling Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best reasonable efforts during the Offering Period to find acceptable additional selling agents to procure subscribers for the Units according to units per the terms and conditions of the MemorandumPost Effective Amendment referenced in Section 1 (a) above. It is understood that the Selling Agent's ’s agreement to use its best reasonable efforts to find acceptable subscribers additional selling agents for the Units shall not prevent it from acting as a selling agent or underwriter for the securities of other issuers which may be offered or sold during the Offering Period. The agency of the Selling Agent hereunder shall continue until continue, subject to the Sponsor terminates the Offering Period (the date on which the Offering Period terminates being hereinafter referred to as the "Offering Termination Date")provisions of Section 9 of this Agreement, including for such additional period as may be required to effect the closing of the sale of the Units, or the Selling Agent terminates this Agreement upon 30 calendar days' notice to and the SponsorManaging Owner shall agree upon.

Appears in 1 contract

Samples: Lead Selling Agreement (JWH Global Trust)

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Offering and Sale of Units. (a) The Additional Selling Agent is hereby appointed the as a non-exclusive selling agent of each Series listed in Exhibit A hereto (which list shall be amended from time to time by consent of the Additional Selling Agent and for the Sponsor) for an indefinite period of time (Fund during the "Offering Period") term herein specified for the purpose of finding acceptable subscribers for the Units through a private public offering of such Units. Subject to the performance by the Sponsor General Partner of all its obligations to be performed hereunder, hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of the Sponsor General Partner contained herein, the Additional Selling Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts to find acceptable subscribers for the Units, provided that there is no minimum number of Units according for which the Additional Selling Agent agrees to the terms of the Memorandumfind subscribers. It is understood that the Additional Selling Agent's agreement to use its best efforts to find acceptable subscribers for the Units shall not prevent it from acting as a selling agent or underwriter for the securities of other issuers which issuers, including affiliates of the Additional Selling Agent, that may be offered or sold during the Offering Periodterm hereof. The agency of the Additional Selling Agent hereunder shall continue until the Sponsor terminates the Offering Period (the date on which the Offering Period terminates being hereinafter referred to expiration or termination of this Agreement as the "Offering Termination Date")provided herein, including such additional period as may be required to effect the a final closing of the sale of the UnitsUnits subscribed for through the date of such termination. All subscriptions are subject to acceptance or rejection, in whole or in part in the Selling Agent terminates this Agreement upon 30 calendar days' notice to the SponsorGeneral Partner's sole discretion, and no compensation shall be due hereunder in respect of rejected subscriptions.

Appears in 1 contract

Samples: Grant Park Futures Fund Limited Partnership

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