Common use of Placement of Interests Clause in Contracts

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.