Placement of Interests Sample Clauses

Placement of Interests. (a) Subject to the terms and conditions set forth herein, the Fund hereby appoints the Placement Agent as its placement agent in connection with the placement of Interests. Subject to the performance in all material respects by the Fund of its obligations hereunder, and to the completeness and accuracy in all material respects of all of the representations and warranties of the Fund contained herein, the Placement Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts to find qualified applicants for Interests. The Placement Agent shall not have any liability to the Fund in the event that any applicant fails to consummate the purchase of Interests for any reason other than the Placement Agent’s willful misconduct or gross negligence.
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Placement of Interests. (a) Subject to the terms and conditions set forth herein, the Fund hereby appoints the Placement Agent as its placement agent in connection with the placement of Interests. Subject to the performance in all material respects by the Fund of its obligations hereunder, and to the completeness and accuracy in all material respects of all of the representations and warranties of the Fund contained herein, the Placement Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts to find qualified applicants for Interests. The Placement Agent shall not have any liability to the Fund in the event that any applicant fails to consummate the purchase of Interests for any reason other than the Placement Agent’s willful misconduct or gross negligence. (b) Subject to applicable law and as requested by the Fund, the Fund will be offered by registered investment advisers and, additionally, by financial intermediaries with whom the Placement Agent shall have entered into agreements (“Servicing and Sub-Placement Agency Agreements”) (such financial intermediaries, together with such registered investment advisers, being referred to collectively herein as “Financial Intermediaries”). (c) The offers and sales of Interests are to be effected pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and Regulation D thereunder. Both the Placement Agent and the Fund have established the following procedures in connection with the offer and sale of Interests and agree that neither party will make offers or sales of any Interests except in compliance with such procedures: (i) Offers and sales of Interests will be made only in compliance with Regulation D and only to investors that are reasonably believed to qualify as “accredited investors,” as defined in Rule 501(a) under the Securities Act and “qualified clients,” as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended. (ii) No sale of Interests to any one investor will be for less than the minimum denominations as may be specified in the Memorandum or as the Fund shall advise. (iii) No offer or sale of any Interests shall be made in any state or jurisdiction, or to any prospective investor located in any state or jurisdiction, where such Interests have not been registered or qualified for offer and sale under applicable state securities laws unless such ...
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Placement of Interests. (a) Subject to the terms and conditions set forth in this Agreement, the Fund appoints you as a placement agent in connection with the placement of Interests in accordance with the terms of this Agreement. This appointment is non-exclusive and we may appoint at any time and from time to time other placement agents in our sole discretion. Subject to the performance in all material respects by the Fund of its obligations under this Agreement, and to the completeness and accuracy in all material respects of all of the representations and warranties of the Fund contained in this Agreement, you accept such agency and agree on the terms and conditions set out in this Agreement to use your best efforts to find qualified subscribers for Interests and to use all reasonable efforts to assist the Fund in obtaining performance by each subscriber.
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Placement of Interests. (a) Subject to the terms and conditions set forth in this Agreement, the Fund appoints you as a placement agent in connection with the placement of Interests. Subject to the performance in all material respects by the Fund of its obligations under this Agreement, and to the completeness and accuracy in all material respects of all of the representations and warranties of the Fund contained in this Agreement, you accept such agency, subject to the requirements of your duty to each Lender as securities lending agent, and agree on the terms and conditions set out in this Agreement to qualify subscribers for Interests and to facilitate the investment of Lender's cash collateral in the Fund. You will not have any liability to the Fund in the event that any subscriber fails to consummate the purchase of an Interest for any reason other than your willful misfeasance, bad faith, negligence or reckless disregard of your duties under this Agreement.
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Placement of Interests. (a) Subject to the terms and conditions set forth in this Agreement, we hereby appoint you as a sub-placement agent in connection with the placement of Interests. This appointment is non-exclusive and we may appoint at any time and from time to time other sub-placement agents in our sole discretion. Subject to the performance in all material respects of our obligations under this Agreement, and to the completeness and accuracy in all material respects of all of our representations and warranties contained in this Agreement, you hereby accept such agency and agree on the terms and conditions set forth in this Agreement to use your best efforts to find qualified subscribers for Interests and to use all reasonable efforts to assist us in obtaining performance by each subscriber. You will not have any liability to us or to the Partnership in the event that any subscriber fails to consummate the purchase of Interests for any reason other than your willful misconduct or gross negligence.
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Placement of Interests. (a) Subject to the terms and conditions set forth in this Agreement, the Partnership hereby appoints you as a placement agent in connection with the placement of Interests. This appointment is non-exclusive and we may appoint at any time and from time to time other placement agents in our sole discretion. Subject to the performance in all material respects by the Partnership of its obligations under this Agreement, and to the completeness and accuracy in all material respects of all of the representations and warranties of the Partnership contained in this Agreement, you hereby accept such agency and agree on the terms and conditions set forth in this Agreement to use your best efforts to find qualified subscribers for Interests and to use all reasonable efforts to assist the Partnership in obtaining performance by each subscriber. You will not have any liability to the Partnership in the event that any subscriber fails to consummate the purchase of Interests for any reason other than your willful misconduct or gross negligence.
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Placement of Interests. (a) Subject to the terms and conditions set forth herein, the Company hereby appoints UST as its placement agent in connection with the placement of Interests. Subject to the performance in all material respects by the Company of its obligations hereunder, and to the completeness and accuracy in all material respects of all of the representations and warranties of the Company contained herein, UST hereby accepts such agency and agrees on the terms and conditions herein set forth to offer Interests to qualified subscribers. UST shall have the right hereunder to retain other securities dealers ("Sub-Agents") to conduct such solicitation and agrees to use all reasonable efforts to assist the Company in obtaining performance by each subscriber. Each Sub-Agent shall give UST in a separate Sub-Agency Agreement representations and warranties substantially similar to those contained in Section 8 of this Agreement. UST agrees (and will ensure that each Sub-Agent agrees) that Interests shall be offered and sold only in accordance with the terms and conditions set forth in this Agreement (or Sub-Agency Agreement) and the Offering Documents. UST shall not have any liability to the Company in the event that any subscriber fails to consummate the purchase of Interests for any reason other than UST's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder.
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Placement of Interests. (a) Subject to the terms and conditions set forth in this Agreement, the Fund appoints you as a placement agent in connection with the placement of Interests. This appointment is non-exclusive and we may appoint at any time and from time to time other placement agents in our sole discretion. Subject to the performance in all material respects by the Fund of its obligations under this Agreement, and to the completeness and accuracy in all material respects of all of the representations and warranties of the Fund contained in this Agreement, you accept such agency and agree on the terms and conditions set out in this Agreement to use your best efforts to find qualified subscribers for Interests and to use all reasonable efforts to assist the Fund in obtaining performance by each subscriber.
Sample 1
Placement of Interests. (a) Subject to the terms and conditions set forth herein, the Partnership hereby appoints you as its placement agent in connection with the placement of Interests. Subject to the performance in all material respects by the Partnership of its obligations hereunder, and to the completeness and accuracy in all material respects of all of the representations and warranties of the Partnership contained herein, you hereby accept such agency and agree on the terms and conditions herein set forth to use your best efforts to find qualified subscribers for Interests and to use all reasonable efforts to assist the Partnership in obtaining performance by each subscriber. You shall not have any liability to the Partnership in the event that any subscriber fails to
Sample 1

Related to Placement of Interests

  • Assignment of Interests The Limited Partner and the Special Limited Partner shall have the right to assign all or any part of their respective Interests to any other Person, whether or not a Partner, upon satisfaction of the following:

  • Sale of Interests The Tax Partners agree that any sale by a Tax Partner of any ownership interest in a Certificate shall be deemed to be a sale of all or a portion of such Tax Partner's interest in the Tax Partnership.

  • Purchase of Interests Any of the Advisor, its principals and employees may, in its discretion, purchase Interests in the Trust.

  • Payment of Interest The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period (and, if the Interest Period is longer than six Months, on the dates falling at six monthly intervals after the first day of the Interest Period).

  • Transfer of Interests The Member may sell, assign, pledge, encumber, dispose of or otherwise transfer all or any part of the economic or other rights that comprise its Interest. The transferee shall have the right to be substituted for the Member under this Agreement for the transferor if so determined by the Member. No Member may withdraw or resign as Member except as a result of a transfer pursuant to this Section 7 in which the transferee is substituted for the Member. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.

  • Pooling of Interests Each of the Company and Parent will use reasonable efforts to cause the transactions contemplated by this Agreement, including the Merger, to be accounted for as a pooling of interests under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations, and such accounting treatment to be accepted by each of the Company's and Parent's independent public accountants, and by the SEC, respectively, and each of the Company and Parent agrees that it will voluntarily take no action that would cause (to its knowledge after consultation with its independent public accountants) such accounting treatment not to be obtained.

  • Ownership of Interests The Interest Owners are the owners of all of the Interests, each owning the percentage set forth in Item 2(a) of Schedule 1, and have good and valid title thereto, with no restrictions on, or any agreements with respect to, voting rights or any other incidents of ownership thereof, except as set forth in the Company’s Organizational Documents. The Interests represent one hundred percent (100%) of the record and beneficial interests in the Company and all other right, title and interest in and to the equity of the Company. The Interest Owners have the absolute right to sell and transfer all of the Interests to Buyer free and clear of all Interest Liens. Each Interest Owner acquired its Interest in compliance with all applicable laws. On consummation of the Contemplated Transactions, in accordance with the terms hereof, Buyer will acquire good and marketable title to the Interests free and clear of all Interest Liens.

  • Assignment of Interest The Executive agrees to disclose immediately to duly authorized representatives of the Company any ideas, inventions, discoveries, processes, methods and improvements covered by the terms of this Section 9 and to execute, at the Company’s expense, all documents reasonably required in connection with the Company’s application for appropriate protection and registration under the federal and foreign patent, trademark, and copyright law and the assignment thereof to the Company’s nominee (s). The Executive hereby appoints the Company’s Chairman as true and lawful attorney in fact with full powers of substitution and delegation to execute acknowledge and deliver any such instruments and assignments, which the Executive shall fail or refuse to execute or deliver.

  • Certificates and Transfer of Interests 9 Section 3.1 Initial Ownership 9 Section 3.2 The Certificates 9 Section 3.3 Authentication of Certificates 10 Section 3.4 Registration of Certificates; Transfer and Exchange of Certificates 10 Section 3.5 Mutilated, Destroyed, Lost or Stolen Certificates 12 Section 3.6 Persons Deemed Owners 13 Section 3.7 Access to List of Certificateholders’ Names and Addresses 13 Section 3.8 Maintenance of Office or Agency 14 Section 3.9 Appointment of Paying Agent 14

  • Purchase and Sale of Interests Upon the terms set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign, and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, free and clear of all Encumbrances, except for any Permitted Encumbrance, all right, title and interest of Seller in and to the Interests.

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