Representations and Warranties of the Dealer Manager. The Dealer Manager represents and warrants to the Company that: 5.1 The Dealer Manager is a duly organized Utah limited liability company. 5.2 This Agreement, when executed by the Dealer Manager, will have been duly authorized and will be a valid and binding agreement of the Dealer Manager, enforceable in accordance with its terms. 5.3 The consummation of the transactions contemplated herein and those contemplated by the Prospectus will not result in a breach or violation of any order, rule or regulation directed to the Dealer Manager by any court or any federal or state regulatory body or administrative agency having jurisdiction over the Dealer Manager or its affiliates. 5.4 The Dealer Manager is, and during the term of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a member in good standing of FINRA, and a broker or dealer duly registered as such in any state where offers are made by the Dealer Manager. The Dealer Manager will comply with all applicable laws, regulations and requirements of the Securities Act, the Exchange Act, applicable state law and FINRA. The Dealer Manager and its employees and representatives involved in this Offering have all required licenses, registrations and permits. 5.5 The Dealer Manager has reasonable grounds to believe, based on information made available to it by the Company, that all material facts are adequately and accurately disclosed in the Prospectus and provide an adequate basis for evaluating an investment in the Shares. 5.6 This Agreement, or any supplement or amendment hereto, may be filed by the Company with the SEC, and may be filed with, and may be subject to the approval of, any applicable federal and applicable state securities regulatory agencies, if required. 5.7 No agreement will be made by the Dealer Manager with any person permitting the resale, repurchase or distribution of the Shares purchased by such person. 5.8 The Dealer Manager’s acceptance of this Agreement constitutes a representation to the Company that the Dealer Manager has established and implemented anti-money-laundering compliance programs, in accordance with FINRA Rule 3310 and Section 352 of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001, which are reasonably expected to detect and cause reporting of suspicious transactions in connection with the sale of the Shares. 5.9 In the event the Dealer Manager becomes a Selling Group Member, the Dealer Manager shall comply with all requirements of the Selling Group Members as set forth in the Soliciting Dealer Agreement. 5.10 The Dealer Manager represents and warrants to the Company and each person that signs the Registration Statement that all information furnished or to be furnished to the Company by the Dealer Manager in writing expressly for use in the Registration Statement, any Preliminary Prospectus or the Prospectus, does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties made in this Section 5 are and shall be continuing representations and warranties throughout the term of the Offering. In the event that any of these representations or warranties become untrue, the Dealer Manager will immediately notify the Company in writing of the fact which makes the representation or warranty untrue.
Appears in 9 contracts
Samples: Dealer Manager Agreement (Cottonwood Communities, Inc.), Dealer Manager Agreement (Cottonwood Communities, Inc.), Dealer Manager Agreement (Cottonwood Communities, Inc.)
Representations and Warranties of the Dealer Manager. The Dealer Dealer-Manager represents hereby represents, warrants and warrants to agrees with the Company Fund and the General Partner that:
5.1 The Dealer Manager is a duly organized Utah limited liability company.
5.2 This Agreement, when executed (a) Solicitation and other activities by the Dealer Manager, will have been duly authorized and will Dealer-Manager hereunder shall be a valid and binding agreement of the Dealer Manager, enforceable undertaken only in accordance with its terms.
5.3 The consummation of this Agreement, the transactions contemplated herein and those contemplated by the Prospectus will not result in a breach or violation of any order1933 Act, rule or regulation directed to the Dealer Manager by any court or any federal or state regulatory body or administrative agency having jurisdiction over the Dealer Manager or its affiliates.
5.4 The Dealer Manager is, and during the term of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange "1934 Act”"), and the applicable rules and regulations of the Commission and any other applicable securities or Blue Sky Laws and regulations. The Dealer-Manager agrees that through the Termination Date it will not use or authorize the use of any solicitation material other than the Prospectus and Authorized Sales Literature.
(b) The Dealer-Manager is a broker-dealer registered with the Commission and with each state in which it intends to make an offer (but not necessarily in each state in which a Soliciting Dealer may make an offer), it is, and will remain until the Termination Date, a member in good standing of FINRAthe NASD and agrees to comply with the provisions of Sections 24 and 34 (including the purchaser suitability, due diligence and disclosure requirements of Appendix F thereof) of Article II of the Rules of Fair Practice of the NASD (the "Rules of Fair Practice"), and a broker each sales representative of the Dealer-Manager making offers or dealer duly registered as sales of BACs is properly licensed in each such in any state jurisdiction where offers are made by the Dealer Managerhe intends to so act. The Dealer Dealer-Manager will comply acknowledges that it has reviewed the Prospectus and Authorized Sales Literature and has determined that the suitability standards are fully disclosed and are consistent with all applicable laws, regulations and requirements Section 3 of Appendix F of Section 34 of the Securities ActRules of Fair Practice. In recommending to a participant the purchase, sale or exchange of BACs the Exchange Act, applicable state law and FINRA. The Dealer Dealer-Manager and its employees and representatives involved in this Offering shall:
(i) have all required licenses, registrations and permits.
5.5 The Dealer Manager has reasonable grounds to believe, based on the basis of information made available to it obtained from the participant concerning his investment objectives, other investments, financial situation and needs, and any other information known by the CompanyDealer-Manager or an associated person that:
(A) the participant is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits described in the Prospectus, including the tax benefits;
(B) the participant has a fair market net worth sufficient to sustain the risks inherent in the Fund, including loss of investment and lack of liquidity; and
(C) the Fund is otherwise suitable for the participant; and
(ii) will maintain in its files documents disclosing the basis upon which the determination of suitability was reached as to each participant. The Dealer-Manager hereby represents that it will communicate to each of its sales agents, representatives and other appropriate persons associated with it, the above-referenced suitability standards and the Dealer-Manager shall require each Soliciting Dealer that it may engage to acknowledge compliance with Appendix F of Section 34 of the Rules of Fair Practice. Furthermore, the Dealer-Manager shall not execute any transaction in the Fund in a discretionary account without prior written approval of the transaction by the potential investor.
(c) The Dealer-Manager shall provide a copy of the Prospectus to each prospective investor to whom the Dealer-Manager shall directly effect a sale of the BACs at the time of sale of any BACs to each such prospective investor. It shall not, in connection with the offer and sale of BACs, give any information or make representations, nor shall it authorize others to give any information or make representations other than such information and representations as is contained in the Prospectus or in any Authorized Sales Literature.
(d) Each Soliciting Dealer engaged by the Dealer-Manager will be a broker-dealer registered with the Commission and with each state in which it intends to make an offer, will be a member in good standing of the NASD and will agree to comply with the provisions of Sections 24 and 34 (including the purchaser suitability, due diligence and disclosure requirements of Appendix F thereof) of Article II of the Rules of Fair Practice, and each sales representative employed by a Soliciting Dealer who makes offers or sales of BACs will be properly licensed to sell securities in the jurisdictions where such representative makes offers or sales.
(e) The Dealer-Manager will promptly deliver to the General Partner any subscription documents received by it and will promptly deliver all checks executed by or delivered on behalf of prospective investors to the Escrow Agent for deposit in the Escrow Account in accordance with Section 8 hereof.
(f) Prior to participating in the offer and sale of the BACs, the Dealer-Manager shall have reviewed the Prospectus and will have reasonable grounds to believe that all material facts are adequately and accurately disclosed and provide a basis for evaluating the Fund. In determining the adequacy of the disclosed facts, the Dealer-Manager shall obtain written information on material facts relating at a minimum to the following, if relevant in view of the nature of the offering:
(i) items of compensation;
(ii) physical properties;
(iii) tax aspects;
(iv) financial stability and experience of the General Partner;
(v) the Fund's conflicts and risk factors; and
(vi) appraisals and other pertinent reports. Prior to executing a purchase transaction in the Fund, the Dealer-Manager or a person associated with it shall inform the prospective investor of all pertinent facts relating to the liquidity and marketability of an investment in the BACs during the term of the prospective investment in the Fund.
(g) The Dealer-Manager represents that it has not engaged, and agrees that it will not engage, in any activity with respect to the BACs in violation of the 1934 Act, including Rule 10b-6 thereunder.
(h) Neither the Dealer-Manager nor any other person is authorized by the General Partner or the Fund to give any information or make any representations in connection with this Agreement or the offering of the BACs other than those contained in the Prospectus and provide an adequate basis other Authorized Sales Literature furnished to the Dealer-Manager or authorized for evaluating an investment in use by the SharesGeneral Partner or the Fund. Without limiting the generality of the foregoing, the Dealer-Manager will not publish, circulate or otherwise use any other advertisement or solicitation material without the prior written approval of the General Partner.
5.6 This (i) The Dealer-Manager will require that each of the Soliciting Dealers retained by it enter into a soliciting dealer agreement similar in form to the one attached hereto as Exhibit A (a "Soliciting Dealer Agreement").
(j) On becoming a Soliciting Dealer and in soliciting purchasers of the BACs, or any supplement or amendment hereto, may be filed by the Company Dealer-Manager agrees to comply with the SEC, terms and may be filed with, and may be subject conditions imposed on the Soliciting Dealers pursuant to the approval of, any applicable federal and applicable state securities regulatory agencies, if required.
5.7 No agreement will be made by the Dealer Manager with any person permitting the resale, repurchase or distribution of the Shares purchased by such person.
5.8 The Dealer Manager’s acceptance of this Agreement constitutes a representation to the Company that the Dealer Manager has established and implemented anti-money-laundering compliance programs, in accordance with FINRA Rule 3310 and Section 352 of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001, which are reasonably expected to detect and cause reporting of suspicious transactions in connection with the sale of the Shares.
5.9 In the event the Dealer Manager becomes a Selling Group Member, the Dealer Manager shall comply with all requirements of the Selling Group Members as set forth in the Soliciting Dealer Agreement.
5.10 (k) The Dealer Blue Sky Survey for the Fund indicates or will indicate the jurisdictions in which it is believed that offers and sales of the BACs may be made under the applicable state securities laws and regulations. In effecting offers or sales in a jurisdiction, the Dealer-Manager represents will comply with all special conditions and warrants limitations imposed by such jurisdiction, as set forth in the Blue Sky Survey for the Fund. If the Blue Sky Survey for the Fund is not enclosed herewith, it will be made available to the Company and each person that signs Dealer-Manager at a later date. Under no circumstances will the Registration Statement that all information furnished or to be furnished to the Company by the Dealer-Manager engage in any activities as a Soliciting Dealer Manager hereunder in writing expressly for use any jurisdiction (a) which is not listed in the Registration Statement, any Preliminary Prospectus applicable Blue Sky Survey as a jurisdiction in which offers and sales of BACs may be made under the Blue Sky or the Prospectus, does securities laws of such jurisdiction or (b) in which you may not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadinglawfully so engage. The representations and warranties made in this Section 5 are and Blue Sky Survey shall not be continuing representations and warranties throughout the considered solicitation material, as that term of the Offering. In the event that any of these representations or warranties become untrue, the Dealer Manager will immediately notify the Company in writing of the fact which makes the representation or warranty untrueis herein used.
Appears in 7 contracts
Samples: Dealer Manager Agreement (Boston Capital Tax Credit Fund Iv Lp), Dealer Manager Agreement (Boston Capital Tax Credit Fund Iv Lp), Dealer Manager Agreement (Boston Capital Tax Credit Fund Iv Lp)
Representations and Warranties of the Dealer Manager. The As an inducement to the Company to enter into this Agreement, the Dealer Manager represents and warrants to the Company that:
5.1 : The Dealer Manager is is, and during the term of this Agreement will be, a member of FINRA in good standing and a broker-dealer registered as such under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and under the securities laws of the states in which the Shares are to be offered and sold. The Dealer Manager and its employees and representatives possess all required licenses and registrations to act under this Agreement. The Dealer Manager will comply with all applicable laws, rules, regulations and requirements of the Securities Act, the Exchange Act, other federal securities laws, state securities laws and the rules of FINRA, specifically including, but not in any way limited to, FINRA Conduct Rules 2340, 2420, 2730, 2740 and 2750. Each Dealer and each salesperson acting on behalf of the Dealer Manager or a Dealer will be registered with FINRA and duly licensed by each state regulatory authority in each jurisdiction in which it or he will offer and sell Shares. The Dealer Manager was duly organized Utah limited liability companyand is validly existing as a corporation in good standing under the laws of the State of California, and has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, and the Dealer Manager has duly authorized, executed and delivered this Agreement.
5.2 2.1 This Agreement, when executed by the Dealer Manager, will have been duly authorized and will be a valid and binding agreement of the Dealer Manager, enforceable in accordance with its terms, except to the extent that the enforceability of the indemnity and contribution provisions contained in Section 6 of this Agreement may be limited under applicable securities laws.
5.3 2.2 The execution and delivery of this Agreement, the consummation of the transactions herein contemplated herein and those contemplated the compliance with the terms of this Agreement by the Prospectus will not result in a breach or violation of any order, rule or regulation directed to the Dealer Manager by will not conflict with or constitute a default or violation under any court charter, by-law, contract, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any federal government, governmental instrumentality or state regulatory body court, domestic or administrative agency foreign, having jurisdiction over the Dealer Manager or its affiliatesManager.
5.4 The Dealer Manager is2.3 No consent, and during the term approval, authorization or other order of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a member any governmental authority is required in good standing of FINRA, and a broker or dealer duly registered as such in any state where offers are made by the Dealer Manager. The Dealer Manager will comply with all applicable laws, regulations and requirements of the Securities Act, the Exchange Act, applicable state law and FINRA. The Dealer Manager and its employees and representatives involved in this Offering have all required licenses, registrations and permits.
5.5 The Dealer Manager has reasonable grounds to believe, based on information made available to it by the Company, that all material facts are adequately and accurately disclosed in the Prospectus and provide an adequate basis for evaluating an investment in the Shares.
5.6 This Agreement, or any supplement or amendment hereto, may be filed by the Company connection with the SECexecution, and may be filed with, and may be subject to the approval of, any applicable federal and applicable state securities regulatory agencies, if required.
5.7 No agreement will be made delivery or performance by the Dealer Manager with any person permitting the resale, repurchase or distribution of the Shares purchased by such person.
5.8 The Dealer Manager’s acceptance of this Agreement constitutes a representation to the Company that the Dealer Manager has established and implemented anti-money-laundering compliance programs, in accordance with FINRA Rule 3310 and Section 352 of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001, which are reasonably expected to detect and cause reporting of suspicious transactions in connection with the sale of the Shares.
5.9 In the event the Dealer Manager becomes a Selling Group Member, the Dealer Manager shall comply with all requirements of the Selling Group Members as set forth in the Soliciting Dealer Agreement.
5.10 2.4 The Dealer Manager represents and warrants to the Company and each person that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished or to be furnished to the Company by the Dealer Manager in writing expressly for use in the Registration Statement, any Preliminary Prospectus Prospectus, or the Prospectus, does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. .
2.5 The representations and warranties made in this Section 5 are and shall be continuing representations and warranties throughout the term of the Offering. In the event that any of these representations or warranties become untrue, the Dealer Manager will immediately notify has reasonable grounds to believe, based on information made available to it by the Company Company, that the Prospectus discloses all material facts adequately and accurately and provides an adequate basis for evaluating an investment in writing of the fact which makes the representation or warranty untrueShares.
Appears in 4 contracts
Samples: Dealer Manager Agreement (Grubb & Ellis Apartment REIT, Inc.), Dealer Manager Agreement (Grubb & Ellis Healthcare REIT II, Inc.), Dealer Manager Agreement (Grubb & Ellis Healthcare REIT II, Inc.)
Representations and Warranties of the Dealer Manager. The As an inducement to the Company to enter into this Agreement, the Dealer Manager represents and warrants to the Company that:
5.1 2.1 The Dealer Manager is is, and during the term of this Agreement will be, a member of FINRA in good standing and a broker-dealer registered as such under the Exchange Act and under the securities laws of the states in which the Shares are to be offered and sold. The Dealer Manager and its employees and representatives possess all required licenses and registrations to act under this Agreement. The Dealer Manager will comply with all applicable laws, rules, regulations and requirements of the Securities Act, the Exchange Act, other federal securities laws, state securities laws and the rules of FINRA, specifically including, but not in any way limited to, the Conduct Rules. Each Dealer and each salesperson acting on behalf of the Dealer Manager or a Dealer will be registered with FINRA and duly licensed by each state regulatory authority in each jurisdiction in which it, he or she will offer and sell Shares.
2.2 The Dealer Manager was duly organized Utah and is validly existing as a limited liability companycompany in good standing under the laws of the State of Connecticut, and has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, and the Dealer Manager has duly authorized, executed and delivered this Agreement.
5.2 2.3 This Agreement, when executed by the Dealer Manager, will have been duly authorized and will be Agreement is a valid and binding agreement of the Dealer Manager, enforceable in accordance with its terms.
5.3 The consummation , except to the extent that the enforceability of the transactions contemplated herein indemnity and those contemplated by the Prospectus will not result contribution provisions contained in a breach or violation of any order, rule or regulation directed to the Dealer Manager by any court or any federal or state regulatory body or administrative agency having jurisdiction over the Dealer Manager or its affiliates.
5.4 The Dealer Manager is, and during the term Section 6 of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a member in good standing of FINRA, and a broker or dealer duly registered as such in any state where offers are made by the Dealer Manager. The Dealer Manager will comply with all may be limited under applicable securities laws, regulations and requirements of the Securities Act, the Exchange Act, applicable state law and FINRA. The Dealer Manager and its employees and representatives involved in this Offering have all required licenses, registrations and permits.
5.5 The Dealer Manager has reasonable grounds to believe, based on information made available to it by the Company, that all material facts are adequately and accurately disclosed in the Prospectus and provide an adequate basis for evaluating an investment in the Shares.
5.6 This Agreement, or any supplement or amendment hereto, may be filed by the Company with the SEC, and may be filed with, and may be subject to the approval of, any applicable federal and applicable state securities regulatory agencies, if required.
5.7 No agreement will be made by the Dealer Manager with any person permitting the resale, repurchase or distribution of the Shares purchased by such person.
5.8 The Dealer Manager’s acceptance of this Agreement constitutes a representation to the Company that the Dealer Manager has established and implemented anti-money-laundering compliance programs, in accordance with FINRA Rule 3310 and Section 352 of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001, which are reasonably expected to detect and cause reporting of suspicious transactions in connection with the sale of the Shares.
5.9 In the event the Dealer Manager becomes a Selling Group Member, the Dealer Manager shall comply with all requirements of the Selling Group Members as set forth in the Soliciting Dealer Agreement.
5.10 2.4 The Dealer Manager represents and warrants to the Company that the information under the caption “Plan of Distribution” in the Prospectus and each person that signs the Registration Statement that all other information furnished or to be furnished to the Company by the Dealer Manager in writing expressly for use in the Registration Statement, any Preliminary Prospectus Supplement, or the Prospectus, does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
2.5 The Dealer Manager has reasonable grounds to believe, based on information made available to it by the Company, that the Prospectus discloses all material facts adequately and accurately and provides an adequate basis for evaluating an investment in the Shares.
2.6 No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Dealer Manager of this Agreement, except such as may be required under the Securities Act or applicable state securities laws.
2.7 There are no actions, suits or proceedings pending or, to the knowledge of the Dealer Manager, threatened against the Dealer Manager at law or in equity or before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, which could reasonably be expected to have a material adverse effect on the Dealer Manager or the ability of the Dealer Manager to perform its obligations under this Agreement or to participate in the Offering as contemplated by the Prospectus.
2.8 The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Dealer Manager will not conflict with or constitute a default under its organizational documents, operating agreement or other similar agreement, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Dealer Manager, except to the extent that the enforceability of the indemnity and/or contribution provisions contained in Section 6 of this Agreement may be limited under applicable securities laws.
2.9 The Dealer Manager represents to the Company that it has established and implemented anti-money laundering compliance programs in accordance with applicable law, including applicable FINRA Conduct Rules, Exchange Act Regulations and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA Patriot Act”), specifically including, but not limited to, Section 352 of the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the “Money Laundering Abatement Act,” and together with the USA Patriot Act, the “AML Rules”) reasonably expected to detect and cause the reporting of suspicious transactions in connection with the offering and sale of the Units. The representations Dealer Manager further represents that it is currently in compliance with all AML Rules and warranties made in this will require each Dealer to comply with all AML Rules, specifically including, but not limited to, the Customer Identification Program requirements under Section 5 are and shall be continuing representations and warranties throughout the term 326 of the OfferingMoney Laundering Abatement Act, and the Dealer Manager hereby covenants to remain in compliance with such requirements, and to require each Dealer to remain in compliance with such requirements, and shall, upon request by the Company, provide a certification to the Company that, as of the date of such certification (i) each of the Dealer Manager’s and each Dealer’s AML Program is consistent with the AML Rules and (ii) each of the Dealer Manager and each Dealer is currently in compliance with all AML Rules, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the Money Laundering Abatement Act.
2.10 The Dealer Manager represents that it has (a) abided by and complied with (i) the privacy standards and requirements of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (“GLB Act”); (ii) the privacy standards and requirements of any other applicable federal or state law; and (iii) its own internal privacy policies and procedures, each as may be amended from time to time; (b) refrained from the use or disclosure of nonpublic personal information (as defined under the GLB Act) of all customers who have opted out of such disclosures except as necessary to service the customers or as otherwise necessary or required by applicable law; and (c) determined which customers have opted out of the disclosure of nonpublic personal information by periodically reviewing and, if necessary, retrieving an aggregated list of such customers from the Dealers (the “List”) to identify customers that have exercised their opt-out rights. In the event either party uses or discloses nonpublic personal information of any customer for purposes other than servicing the customer, or as otherwise required by applicable law, that party will consult the List to determine whether the affected customer has exercised his or her opt-out rights. Each party understands that it is prohibited from using or disclosing any nonpublic personal information of these representations or warranties become untrue, any customer that is identified on the Dealer Manager will immediately notify the Company in writing List as having opted out of the fact which makes the representation or warranty untruesuch disclosures.
Appears in 3 contracts
Samples: Dealer Manager Agreement (Gladstone Commercial Corp), Dealer Manager Agreement (GLADSTONE LAND Corp), Dealer Manager Agreement (GLADSTONE LAND Corp)
Representations and Warranties of the Dealer Manager. The As an inducement to the Company to enter into this Agreement, the Dealer Manager represents and warrants to the Company that:
5.1 2.1 The Dealer Manager is is, and during the term of this Agreement will be, a member of the National Association of Securities Dealers, Inc. (the "NASD") in good standing and a broker-dealer registered as such under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and under the securities laws of the states in which the Shares are to be offered and sold. The Dealer Manager and its employees and representatives possess all required licenses and registrations to act under this Agreement. The Dealer Manager will comply with all applicable laws, rules, regulations and requirements of the Securities Act, the Exchange Act, other federal securities laws, state securities laws and the rules of the NASD, specifically including, but not in any way limited to, NASD Rules 2340, 2420, 2730, 2740 and 2750. Each Dealer and each salesperson acting on behalf of the Dealer Manager or a Dealer will be registered with the NASD and duly licensed by each state regulatory authority in each jurisdiction in which it or he will offer and sell Shares.
2.2 The Dealer Manager has been duly organized Utah limited liability companyand is validly existing as a corporation in good standing under the laws of the State of California, and has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, and the Dealer Manager has duly authorized, executed and delivered this Agreement.
5.2 2.3 This Agreement, when executed by the Dealer Manager, will have been duly authorized and will be a valid and binding agreement of the Dealer Manager, enforceable in accordance with its terms, except to the extent that the enforceability of the indemnity and contribution provisions contained in Section 6 of this Agreement may be limited under applicable securities laws.
5.3 2.4 The execution and delivery of this Agreement, the consummation of the transactions herein contemplated herein and those contemplated the compliance with the terms of this Agreement by the Prospectus will not result in a breach or violation of any order, rule or regulation directed to the Dealer Manager by will not conflict with or constitute a default or violation under any court charter, by-law, contract, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any federal government, governmental instrumentality or state regulatory body court, domestic or administrative agency foreign, having jurisdiction over the Dealer Manager or its affiliatesManager.
5.4 The Dealer Manager is2.5 No consent, and during the term approval, authorization or other order of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a member any governmental authority is required in good standing of FINRA, and a broker or dealer duly registered as such in any state where offers are made by the Dealer Manager. The Dealer Manager will comply with all applicable laws, regulations and requirements of the Securities Act, the Exchange Act, applicable state law and FINRA. The Dealer Manager and its employees and representatives involved in this Offering have all required licenses, registrations and permits.
5.5 The Dealer Manager has reasonable grounds to believe, based on information made available to it by the Company, that all material facts are adequately and accurately disclosed in the Prospectus and provide an adequate basis for evaluating an investment in the Shares.
5.6 This Agreement, or any supplement or amendment hereto, may be filed by the Company connection with the SECexecution, and may be filed with, and may be subject to the approval of, any applicable federal and applicable state securities regulatory agencies, if required.
5.7 No agreement will be made delivery or performance by the Dealer Manager with any person permitting the resale, repurchase or distribution of the Shares purchased by such person.
5.8 The Dealer Manager’s acceptance of this Agreement constitutes a representation to the Company that the Dealer Manager has established and implemented anti-money-laundering compliance programs, in accordance with FINRA Rule 3310 and Section 352 of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001, which are reasonably expected to detect and cause reporting of suspicious transactions in connection with the sale of the Shares.
5.9 In the event the Dealer Manager becomes a Selling Group Member, the Dealer Manager shall comply with all requirements of the Selling Group Members as set forth in the Soliciting Dealer Agreement.
5.10 2.6 The Dealer Manager represents and warrants to the Company and each person that signs the Registration Statement that the information under the caption "Plan of Distribution" in the Prospectus and all other information furnished or to be furnished to the Company by the Dealer Manager in writing expressly for use in the Registration Statement, any Preliminary Prospectus Prospectus, or the Prospectus, does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. .
2.7 The representations and warranties made in this Section 5 are and shall be continuing representations and warranties throughout the term of the Offering. In the event that any of these representations or warranties become untrue, the Dealer Manager will immediately notify has reasonable grounds to believe, based on information made available to it by the Company Company, that the Prospectus discloses all material facts adequately and accurately and provides an adequate basis for evaluating an investment in writing of the fact which makes the representation or warranty untrueShares.
Appears in 3 contracts
Samples: Dealer Manager Agreement (NNN Healthcare/Office REIT, Inc.), Dealer Manager Agreement (NNN Healthcare/Office REIT, Inc.), Dealer Manager Agreement (NNN Healthcare/Office REIT, Inc.)
Representations and Warranties of the Dealer Manager. The Dealer Dealer-Manager represents hereby represents, warrants and warrants to agrees with the Company that:
5.1 The Dealer Manager is a duly organized Utah limited liability company.
5.2 This Agreement, when executed (a) Solicitation and other activities by the Dealer Manager, will have been duly authorized and will Dealer-Manager hereunder shall be a valid and binding agreement of the Dealer Manager, enforceable undertaken only in accordance with its terms.
5.3 The consummation of this Agreement, the transactions contemplated herein and those contemplated by the Prospectus will not result in a breach or violation of any order1933 Act, rule or regulation directed to the Dealer Manager by any court or any federal or state regulatory body or administrative agency having jurisdiction over the Dealer Manager or its affiliates.
5.4 The Dealer Manager is, and during the term of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange "1934 Act”"), and the applicable rules and regulations of the Commission and any other applicable securities or blue sky laws and regulations. The Dealer-Manager agrees that through the termination date of the Offering indicated in the Prospectus (the "Termination Date") it will not use or authorize the use of any solicitation material other than the Prospectus and Authorized Sales Literature.
(b) The Dealer-Manager is a broker-dealer registered with the Commission and with each state in which it intends to make an offer (but not necessarily in each state in which a Soliciting Dealer may make an offer); it is, and will remain until the Termination Date, a member in good standing of FINRAthe NASD and agrees to comply with the provisions and applicable rules and regulations relating to the suitability of investors, including, without limitation, the provisions of Article III.C of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (the "NASAA Guidelines"); and a broker each sales representative of the Dealer-Manager making offers or dealer duly registered as sales of Shares is properly licensed in each such in any state jurisdiction where offers are made by the Dealer Managerhe intends to so act. The Dealer Dealer-Manager will comply acknowledges that it has reviewed the Prospectus and Authorized Sales Literature and has determined that the suitability standards are fully disclosed and are consistent with all applicable lawsthe NASAA Guidelines. In recommending to a potential investor the purchase, regulations and requirements sale or transfer of Shares the Securities Act, the Exchange Act, applicable state law and FINRA. The Dealer Dealer-Manager and its employees and representatives involved in this Offering shall:
(i) have all required licenses, registrations and permits.
5.5 The Dealer Manager has reasonable grounds to believe, based on the basis of information made available obtained from the investor concerning his investment objectives, other investments, financial situation and needs, and any other information known by the Dealer-Manager or an associated person, that:
(A) the investor has a fair market net worth sufficient to it by sustain the risks inherent in an investment in the Company, including loss of investment and lack of liquidity; and
(B) the Company is otherwise suitable for the investor; and
(ii) will maintain in its files documents disclosing the basis upon which the determination of suitability was reached as to each investor. The Dealer-Manager hereby represents that it will communicate to each of its sales agents, representatives and other appropriate persons associated with it the above-referenced suitability standards, and the Dealer-Manager shall require each Soliciting Dealer that it may engage to acknowledge compliance with the NASAA Guidelines. Furthermore, the Dealer-Manager shall not execute any transaction in the Company in a discretionary account without prior written approval of the transaction by the potential investor.
(c) The Dealer-Manager shall provide a copy of the Prospectus to each prospective investor to whom the Dealer-Manager shall directly effect a sale of Shares at the time of such sale of Shares to such prospective investor. It shall not, in connection with the offer and sale of Shares, give any information or make representations, nor shall it authorize others to give any information or make representations, other than such information and representations as are contained in the Prospectus or in any Authorized Sales Literature.
(d) Each Soliciting Dealer engaged by the Dealer-Manager will be a broker-dealer registered with the Commission and with each state in which it intends to make an offer, will be a member in good standing of the NASD and will agree to comply with the NASAA Guidelines, and each sales representative employed by a Soliciting Dealer who makes offers or sales of Shares will be properly licensed to sell securities in the jurisdictions where such representative makes offers or sales.
(e) The Dealer-Manager will promptly deliver to the Company any subscription documents received by it and will promptly deliver all checks executed by or delivered on behalf of prospective investors to Boston Private Bank & Trust Company (the "Escrow Agent") for deposit in the escrow account in accordance with Section 8 hereof.
(f) Prior to participating in the offer and sale of the Shares, the Dealer-Manager shall have reviewed the Prospectus and will have reasonable grounds to believe that all material facts are adequately and accurately disclosed in the Prospectus and provide an adequate a basis for evaluating the Company. In determining the adequacy of the disclosed facts, the Dealer-Manager shall obtain written information on material facts relating at a minimum to the following, if relevant in view of the nature of the Offering:
(i) items of compensation;
(ii) physical properties;
(iii) tax aspects;
(iv) the Company's conflicts and risk factors; and
(v) appraisals and other pertinent reports. Prior to executing a purchase transaction in the Company, the Dealer-Manager or a person associated with it shall inform the prospective investor of all pertinent facts relating to the liquidity and marketability of an investment in the Shares.
5.6 This Agreement(g) The Dealer-Manager represents that it has not engaged, or and agrees that it will not engage, in any supplement or amendment heretoactivity with respect to the Shares in violation of the 1934 Act, may be filed including Rule 10b-6 thereunder.
(h) Neither the Dealer-Manager nor any other person is authorized by the Company with the SEC, and may be filed with, and may be subject to the approval of, give any applicable federal and applicable state securities regulatory agencies, if required.
5.7 No agreement will be made by the Dealer Manager with information or make any person permitting the resale, repurchase or distribution of the Shares purchased by such person.
5.8 The Dealer Manager’s acceptance of this Agreement constitutes a representation to the Company that the Dealer Manager has established and implemented anti-money-laundering compliance programs, in accordance with FINRA Rule 3310 and Section 352 of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001, which are reasonably expected to detect and cause reporting of suspicious transactions representations in connection with this Agreement or the sale Offering other than those contained in the Prospectus and any Authorized Sales Literature furnished to the Dealer-Manager or authorized for use by the Company. Without limiting the generality of the Sharesforegoing, the Dealer-Manager will not publish, circulate or otherwise use any other advertisement or solicitation material without the prior written approval of the Company.
5.9 In the event the Dealer (i) The Dealer-Manager becomes a Selling Group Member, the Dealer Manager shall comply with all requirements will require that each of the Selling Group Members Soliciting Dealers retained by it enter into a soliciting dealer agreement similar in form to the one attached hereto as set forth in the Exhibit A (a "Soliciting Dealer Agreement").
5.10 The Dealer Manager represents and warrants to the Company and each person that signs the Registration Statement that all information furnished or to be furnished to the Company by the Dealer Manager in writing expressly for use in the Registration Statement, any Preliminary Prospectus or the Prospectus, does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties made in this Section 5 are and shall be continuing representations and warranties throughout the term of the Offering. In the event that any of these representations or warranties become untrue, the Dealer Manager will immediately notify the Company in writing of the fact which makes the representation or warranty untrue.
Appears in 3 contracts
Samples: Dealer Manager Agreement (Boston Capital Real Estate Investment Trust Inc), Dealer Manager Agreement (Boston Capital Real Estate Investment Trust Inc), Dealer Manager Agreement (Boston Capital Real Estate Investment Trust Inc)
Representations and Warranties of the Dealer Manager. The Dealer Dealer-Manager represents hereby represents, warrants and warrants to agrees with the Company that:
5.1 The Dealer Manager is a duly organized Utah limited liability company.
5.2 This Agreement, when executed (a) Solicitation and other activities by the Dealer Manager, will have been duly authorized and will Dealer-Manager hereunder shall be a valid and binding agreement of the Dealer Manager, enforceable undertaken only in accordance with its terms.
5.3 The consummation of this Agreement, the transactions contemplated herein and those contemplated by the Prospectus will not result in a breach or violation of any order1933 Act, rule or regulation directed to the Dealer Manager by any court or any federal or state regulatory body or administrative agency having jurisdiction over the Dealer Manager or its affiliates.
5.4 The Dealer Manager is, and during the term of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange "1934 Act”"), and the applicable rules and regulations of the Commission and any other applicable securities or blue sky laws and regulations. The Dealer-Manager agrees that through the termination date of the Offering indicated in the Prospectus (the "Termination Date") it will not use or authorize the use of any solicitation material other than the Prospectus and Authorized Sales Literature.
(b) The Dealer-Manager is a broker-dealer registered with the Commission and with each state in which it intends to make an offer (but not necessarily in each state in which a Soliciting Dealer may make an offer); it is, and will remain until the Termination Date, a member in good standing of FINRAthe NASD and agrees to comply with the provisions and applicable rules and regulations relating to the suitability of investors, including, without limitation, the provisions of Article III.C of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (the "NASAA Guidelines"); and a broker each sales representative of the Dealer-Manager making offers or dealer duly registered as sales of Shares is properly licensed in each such in any state jurisdiction where offers are made by the Dealer Managerhe intends to so act. The Dealer Dealer-Manager will comply acknowledges that it has reviewed the Prospectus and Authorized Sales Literature and has determined that the suitability standards are fully disclosed and are consistent with all applicable lawsthe NASAA Guidelines. In recommending to a potential investor the purchase, regulations and requirements sale or transfer of Shares the Securities Act, the Exchange Act, applicable state law and FINRA. The Dealer Dealer-Manager and its employees and representatives involved in this Offering shall:
(i) have all required licenses, registrations and permits.
5.5 The Dealer Manager has reasonable grounds to believe, based on the basis of information made available obtained from the investor concerning his investment objectives, other investments, financial situation and needs, and any other information known by the Dealer-Manager or an associated person, that:
(A) the investor has a fair market net worth sufficient to it by sustain the risks inherent in an investment in the Company, including loss of investment and lack of liquidity; and
(B) the Company is otherwise suitable for the investor; and
(ii) will maintain in its files documents disclosing the basis upon which the determination of suitability was reached as to each investor. The Dealer-Manager hereby represents that it will communicate to each of its sales agents, representatives and other appropriate persons associated with it the above-referenced suitability standards, and the Dealer-Manager shall require each Soliciting Dealer that it may engage to acknowledge compliance with the NASAA Guidelines. Furthermore, the Dealer-Manager shall not execute any transaction in the Company in a discretionary account without prior written approval of the transaction by the potential investor.
(c) The Dealer-Manager shall provide a copy of the Prospectus to each prospective investor to whom the Dealer-Manager shall directly effect a sale of Shares at the time of such sale of Shares to such prospective investor. It shall not, in connection with the offer and sale of Shares, give any information or make representations, nor shall it authorize others to give any information or make representations, other than such information and representations as are contained in the Prospectus or in any Authorized Sales Literature.
(d) Each Soliciting Dealer engaged by the Dealer-Manager will be a broker-dealer registered with the Commission and with each state in which it intends to make an offer, will be a member in good standing of the NASD and will agree to comply with the NASAA Guidelines, and each sales representative employed by a Soliciting Dealer who makes offers or sales of Shares will be properly licensed to sell securities in the jurisdictions where such representative makes offers or sales.
(e) The Dealer-Manager will promptly deliver to the Company any subscription documents received by it and will promptly deliver all checks executed by or delivered on behalf of prospective investors to Xxxxxxxxxx Bank & Trust Co. (the "Escrow Agent") for deposit in the escrow account in accordance with Section 8 hereof.
(f) Prior to participating in the offer and sale of the Shares, the Dealer-Manager shall have reviewed the Prospectus and will have reasonable grounds to believe that all material facts are adequately and accurately disclosed in the Prospectus and provide an adequate a basis for evaluating the Company. In determining the adequacy of the disclosed facts, the Dealer-Manager shall obtain written information on material facts relating at a minimum to the following, if relevant in view of the nature of the Offering:
(i) items of compensation;
(ii) physical properties;
(iii) tax aspects;
(iv) the Company's conflicts and risk factors; and
(v) appraisals and other pertinent reports. Prior to executing a purchase transaction in the Company, the Dealer-Manager or a person associated with it shall inform the prospective investor of all pertinent facts relating to the liquidity and marketability of an investment in the Shares.
5.6 This Agreement(g) The Dealer-Manager represents that it has not engaged, or and agrees that it will not engage, in any supplement or amendment heretoactivity with respect to the Shares in violation of the 1934 Act, may be filed including Rule 10b-6 thereunder.
(h) Neither the Dealer-Manager nor any other person is authorized by the Company with the SEC, and may be filed with, and may be subject to the approval of, give any applicable federal and applicable state securities regulatory agencies, if required.
5.7 No agreement will be made by the Dealer Manager with information or make any person permitting the resale, repurchase or distribution of the Shares purchased by such person.
5.8 The Dealer Manager’s acceptance of this Agreement constitutes a representation to the Company that the Dealer Manager has established and implemented anti-money-laundering compliance programs, in accordance with FINRA Rule 3310 and Section 352 of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001, which are reasonably expected to detect and cause reporting of suspicious transactions representations in connection with this Agreement or the sale Offering other than those contained in the Prospectus and any Authorized Sales Literature furnished to the Dealer-Manager or authorized for use by the Company. Without limiting the generality of the Sharesforegoing, the Dealer-Manager will not publish, circulate or otherwise use any other advertisement or solicitation material without the prior written approval of the Company.
5.9 In the event the Dealer (i) The Dealer-Manager becomes a Selling Group Member, the Dealer Manager shall comply with all requirements will require that each of the Selling Group Members Soliciting Dealers retained by it enter into a soliciting dealer agreement similar in form to the one attached hereto as set forth in the Exhibit A (a "Soliciting Dealer Agreement").
5.10 The Dealer Manager represents and warrants to the Company and each person that signs the Registration Statement that all information furnished or to be furnished to the Company by the Dealer Manager in writing expressly for use in the Registration Statement, any Preliminary Prospectus or the Prospectus, does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties made in this Section 5 are and shall be continuing representations and warranties throughout the term of the Offering. In the event that any of these representations or warranties become untrue, the Dealer Manager will immediately notify the Company in writing of the fact which makes the representation or warranty untrue.
Appears in 3 contracts
Samples: Dealer Manager Agreement (Boston Capital Real Estate Investment Trust Inc), Dealer Manager Agreement (Boston Capital Real Estate Investment Trust Inc), Dealer Manager Agreement (Boston Capital Real Estate Investment Trust Inc)
Representations and Warranties of the Dealer Manager. The As an inducement to the Company to enter into this Agreement, the Dealer Manager represents and warrants to the Company that:
5.1 (a) The Dealer Manager is a duly organized Utah limited liability company.
5.2 This Agreement, when executed by the Dealer Manager, will have been duly authorized and will be a valid and binding agreement member of the Dealer ManagerNational Association of Securities Dealers, enforceable Inc. (the "NASD") in accordance with its terms.
5.3 The consummation of the transactions contemplated herein good standing and those contemplated by the Prospectus will not result in a breach or violation of any order, rule or regulation directed to the Dealer Manager by any court or any federal or state regulatory body or administrative agency having jurisdiction over the Dealer Manager or its affiliates.
5.4 The Dealer Manager is, and during the term of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a member in good standing of FINRA, and a broker or dealer duly registered as such in any state where offers are made by under the Dealer Manager. The Dealer Manager will comply with all applicable laws, regulations Exchange Act and requirements under the securities laws of the Securities Act, states in which the Exchange Act, applicable state law Shares are to be offered and FINRAsold. The Dealer Manager and its employees and representatives involved in this Offering have all required licenses, licenses and registrations and permitsto act under this Agreement.
5.5 (b) The Dealer Manager has reasonable grounds full legal right, power and authority to believeenter into this Agreement and to perform the transactions contemplated hereby, based on information made available to it by and the CompanyDealer Manager has duly authorized, that all material facts are adequately executed and accurately disclosed in the Prospectus and provide an adequate basis for evaluating an investment in the Sharesdelivered this Agreement.
5.6 (c) This Agreement is a valid, legal, and binding agreement of the Dealer Manager enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws affecting the rights of creditors generally.
(d) The execution and delivery of this Agreement, or any supplement or amendment hereto, may be filed by the Company consummation of the transactions herein contemplated and the compliance with the SEC, and may be filed with, and may be subject to the approval of, any applicable federal and applicable state securities regulatory agencies, if required.
5.7 No agreement will be made terms of this Agreement by the Dealer Manager will not conflict with or constitute a default or violation under any person permitting charter, by-law, contract, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the resaleDealer Manager, repurchase or distribution except to the extent that the enforceability of the Shares purchased by such person.
5.8 The Dealer Manager’s acceptance indemnity and contribution provisions contained in Section 8 of this Agreement constitutes a representation to the Company that the Dealer Manager has established and implemented anti-money-laundering compliance programsmay be limited under applicable securities laws.
(e) No consent, in accordance with FINRA Rule 3310 and Section 352 approval, authorization or other order of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001, which are reasonably expected to detect and cause reporting of suspicious transactions any governmental authority is required in connection with the sale of the Shares.
5.9 In the event execution, delivery or performance by the Dealer Manager becomes a Selling Group Member, the Dealer Manager shall comply with all requirements of the Selling Group Members as set forth in the Soliciting Dealer this Agreement.
5.10 (f) The Dealer Manager represents and warrants to the Company and each person that signs the Registration Statement that the information under the caption "Plan of Distribution" in the Prospectus and all other information furnished or to be furnished to the Company by the Dealer Manager in writing expressly for use in the Registration Statement, any Preliminary Prospectus Prospectus, or the Prospectus, does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The representations .
(g) All training and warranties made in this Section 5 are and shall be continuing representations and warranties throughout the term of the Offering. In the event that any of these representations or warranties become untrue, education meetings held by the Dealer Manager will immediately notify the Company be in writing compliance with Rule 2710(i)(2) of the fact NASD Conduct Rules. Dealer Manager will require each Participating Broker to represent that all training and education meetings held by the Participating Broker will be in compliance with Rule 2710(i)(2) of the NASD Conduct Rules.
(h) Dealer Manager will obtain NASD approval of any sales incentive program developed by the Dealer Manager prior to its implementation. Dealer Manager will require each Participating Broker to represent that all sales incentive and bonus programs designed by the Participating Broker for its registered representatives will comply with the NASD Conduct Rules.
(i) Dealer Manager has established and will maintain a customer identification program which makes requires Dealer Manager to (i) verify the representation identify of any person seeking to purchase the Shares through Dealer Manager to the extent reasonable and practicable, (ii) maintain records of the information used to verify the person's identity and (iii) determine whether the person appears on any lists of known or warranty untruesuspected terrorists or terrorist organizations provided to brokers or dealers by any government agency, in all accordance with the requirements of 31 C.F.R. Section 103.122 and Dealer Manager will also require the each of the Participating Brokers to represent that it will also do so.
(j) Dealer Manager has established and will maintain an anti-money laundering compliance program in accordance with requirements of the Bank Secrecy Act and the Money Laundering Abatement and Anti-Terrorist Financing Act of 1002 and in accordance with the guidance provided by Special NASD Notice to Members 02-21 and Dealer Manager will also require each of the Participating Brokers to represent that it will also do so.
Appears in 3 contracts
Samples: Dealer Manager Agreement (Cornerstone Core Properties REIT, Inc.), Dealer Manager Agreement (Cornerstone Core Properties REIT, Inc.), Dealer Manager Agreement (Cornerstone Core Properties REIT, Inc.)
Representations and Warranties of the Dealer Manager. The As an inducement to the Company to enter into this Agreement, the Dealer Manager represents and warrants to the Company that:
5.1 2.1. The Dealer Manager is a duly organized Utah limited liability company.
5.2 This Agreement, when executed by the Dealer Manager, will have been duly authorized and will be a valid and binding agreement member of the Dealer ManagerFinancial Industry Regulatory Authority, enforceable Inc. (“FINRA”) in accordance with its terms.
5.3 The consummation of the transactions contemplated herein good standing and those contemplated by the Prospectus will not result in a breach or violation of any order, rule or regulation directed to the Dealer Manager by any court or any federal or state regulatory body or administrative agency having jurisdiction over the Dealer Manager or its affiliates.
5.4 The Dealer Manager is, and during the term of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of registered as such under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a member in good standing of FINRA, ) and a broker or dealer duly registered as such in any state where offers are made by under the Dealer Manager. The Dealer Manager will comply with all applicable laws, regulations and requirements securities laws of the Securities Act, states in which the Exchange Act, applicable state law Shares are to be offered and FINRAsold. The Dealer Manager and its employees and representatives involved in this Offering have all required licenses, licenses and registrations and permitsto act under this Agreement.
5.5 2.2. The Dealer Manager has reasonable grounds full legal right, power and authority to believeenter into this Agreement and to perform the transactions contemplated hereby, based on information made available to it by and the CompanyDealer Manager has duly authorized, that all material facts are adequately executed and accurately disclosed in the Prospectus and provide an adequate basis for evaluating an investment in the Sharesdelivered this Agreement.
5.6 This 2.3. The execution and delivery of this Agreement, or any supplement or amendment hereto, may be filed by the Company consummation of the transactions herein contemplated and the compliance with the SEC, and may be filed with, and may be subject to the approval of, any applicable federal and applicable state securities regulatory agencies, if required.
5.7 No agreement will be made terms of this Agreement by the Dealer Manager will not conflict with or constitute a default or violation under any person permitting charter, by-law, contract, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the resaleDealer Manager, repurchase or distribution except to the extent that the enforceability of the Shares purchased by such person.
5.8 The Dealer Manager’s acceptance indemnity and contribution provisions contained in Section 6 of this Agreement constitutes a representation to the Company that the Dealer Manager has established and implemented anti-money-laundering compliance programsmay be limited under applicable securities laws.
2.4. No consent, in accordance with FINRA Rule 3310 and Section 352 approval, authorization or other order of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001, which are reasonably expected to detect and cause reporting of suspicious transactions any governmental authority is required in connection with the sale of the Shares.
5.9 In the event execution, delivery or performance by the Dealer Manager becomes a Selling Group Member, the Dealer Manager shall comply with all requirements of the Selling Group Members as set forth in the Soliciting Dealer this Agreement.
5.10 2.5. The Dealer Manager represents and warrants to the Company and each person that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished or to be furnished to the Company by the Dealer Manager in writing expressly for use in the Registration Statement, any Preliminary Prospectus Prospectus, or the Prospectus, does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties made in this Section 5 are and shall be continuing representations and warranties throughout the term of the Offering. In the event that any of these representations or warranties become untrue, the Dealer Manager will immediately notify the Company in writing of the fact which makes the representation or warranty untrue.
Appears in 3 contracts
Samples: Dealer Manager Agreement (Wells Core Office Income Reit Inc), Dealer Manager Agreement (Wells Core Office Income Reit Inc), Dealer Manager Agreement (Wells Real Estate Investment Trust Iii Inc)
Representations and Warranties of the Dealer Manager. The As an inducement to the Company to enter into this Agreement, the Dealer Manager represents and warrants to the Company that, as of the date hereof, and thereafter with respect to representations and warranties which by their terms apply to subsequent periods:
5.1 2.1. The Dealer Manager is, and during the term of this Agreement will be, a member of FINRA in good standing and a broker-dealer registered as such under the Exchange Act, and under the securities laws of the states where the Dealer Manager is required to be registered to conduct its activities under this Agreement. The Dealer Manager and its employees and representatives possess all required licenses and registrations to act under this Agreement. The Dealer Manager will comply with all applicable laws, rules, regulations and requirements of the Securities Act, the Exchange Act, other applicable federal securities laws as may from time to time be in effect, state securities laws and the rules of FINRA, specifically including, but not in any way limited to, FINRA Rule 2040. Each Participating Dealer and each salesperson acting on behalf of the Dealer Manager or a Participating Dealer will be registered with FINRA and duly licensed by each state regulatory authority in each jurisdiction in which it or he will offer and sell Shares in the Company.
2.2. The Dealer Manager has been duly organized Utah and is validly existing as a limited liability companycompany in good standing under the laws of the State of Delaware, and has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, and the Dealer Manager has duly authorized, executed and delivered this Agreement.
5.2 2.3. This Agreement, when executed by the Dealer Manager, will have been duly authorized and will be a valid and binding agreement of the Dealer Manager, enforceable in accordance with its terms, except to the extent that the enforceability of the indemnity and contribution provisions contained in Section 6 of this Agreement may be limited under applicable securities laws.
5.3 2.4. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated herein and those contemplated the compliance with the terms of this Agreement by the Prospectus will not result in a breach or violation of any order, rule or regulation directed to the Dealer Manager by will not conflict with or constitute a default or violation under any court certificate of formation, operating agreement, contract, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any federal government, governmental instrumentality or state regulatory body court, domestic or administrative agency foreign, having jurisdiction over the Dealer Manager or its affiliatesManager.
5.4 The Dealer Manager is2.5. No consent, and during the term approval, authorization or other order of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a member any governmental authority is required in good standing of FINRA, and a broker or dealer duly registered as such in any state where offers are made by the Dealer Manager. The Dealer Manager will comply with all applicable laws, regulations and requirements of the Securities Act, the Exchange Act, applicable state law and FINRA. The Dealer Manager and its employees and representatives involved in this Offering have all required licenses, registrations and permits.
5.5 The Dealer Manager has reasonable grounds to believe, based on information made available to it by the Company, that all material facts are adequately and accurately disclosed in the Prospectus and provide an adequate basis for evaluating an investment in the Shares.
5.6 This Agreement, or any supplement or amendment hereto, may be filed by the Company connection with the SECexecution, and may be filed with, and may be subject to the approval of, any applicable federal and applicable state securities regulatory agencies, if required.
5.7 No agreement will be made delivery or performance by the Dealer Manager with any person permitting the resale, repurchase or distribution of the Shares purchased by such person.
5.8 The Dealer Manager’s acceptance of this Agreement constitutes a representation to the Company that the Dealer Manager has established and implemented anti-money-laundering compliance programs, in accordance with FINRA Rule 3310 and Section 352 of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001, which are reasonably expected to detect and cause reporting of suspicious transactions in connection with the sale of the Shares.
5.9 In the event the Dealer Manager becomes a Selling Group Member, the Dealer Manager shall comply with all requirements of the Selling Group Members as set forth in the Soliciting Dealer Agreement.
5.10 2.6. The Dealer Manager represents information under the caption “Plan of Distribution” and warrants to “Uses of Offering Proceeds” in the Company Memorandum and each person that signs the Registration Statement that all any other information furnished or to be furnished to the Company by the Dealer Manager in writing expressly for use in the Registration Statement, any Preliminary Prospectus or the Prospectus, Memorandum does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading.
2.7. The representations Dealer Manager and warranties made each of its principals, managing members, registered representatives, directors, executive officers, any other officers participating in this Section 5 are and shall be continuing representations and warranties throughout the term Offering of the Offering. In Shares in the Company, and any person receiving compensation, directly or indirectly, for the solicitation of purchases in the Offering are not subject to any disqualification or disclosure event that any described in Rule 506(d) of these representations or warranties become untrueRegulation D, the Dealer Manager will immediately as amended, a copy of which is attached to this Agreement as Exhibit B, and you agree to promptly notify the Company in writing in the event any such disqualification or disclosure event occurs, is likely to occur, or comes to your knowledge during the course of the fact which makes the representation or warranty untrueOffering.
Appears in 3 contracts
Samples: Dealer Manager Agreement (Stirling Hotels & Resorts, Inc.), Dealer Manager Agreement (Stirling Hotels & Resorts, Inc.), Dealer Manager Agreement (Stirling Hotels & Resorts, Inc.)
Representations and Warranties of the Dealer Manager. The Dealer Manager hereby represents and warrants as follows as of the date hereof; provided, that, to the Company thatextent such representations and warranties are given only as of a specified date or dates, the Dealer Manager only make such representations and warranties as of such date or dates:
5.1 (a) The Dealer Manager is a Delaware corporation duly organized Utah limited liability companyand validly formed and existing under the General Corporation Law of the State of Delaware with all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.
5.2 This Agreement, when executed by the Dealer Manager, will have been duly authorized and will be a valid and binding agreement of the Dealer Manager, enforceable in accordance with its terms.
5.3 The consummation of the transactions contemplated herein and those contemplated by the Prospectus will not result in a breach or violation of any order, rule or regulation directed to the Dealer Manager by any court or any federal or state regulatory body or administrative agency having jurisdiction over the Dealer Manager or its affiliates.
5.4 (b) The Dealer Manager is, and during the term of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a member in good standing of FINRA, and a broker or dealer duly registered as such in those states or jurisdictions where the Dealer Manager is required to be registered in order to carry out the Offering as contemplated by this Agreement. Each employee and representative of the Dealer Manager have all required licenses and registrations to act under this Agreement. There is no provision in the Dealer Manager’s FINRA membership agreement that would restrict the ability of the Dealer Manager to carry out the Offering as contemplated by this Agreement.
(c) No consent, approval, authorization or order of any state where offers are made court or other governmental agency, authority or body has been or is required for the performance of this Agreement or for the consummation of the transactions contemplated herein by the Dealer Manager. The Dealer Manager will comply with all applicable laws, regulations and requirements of except as have been obtained under the Securities Act, Act or the Exchange Act, from FINRA or as may be required under the applicable “blue sky” or other state law and FINRA. The Dealer Manager and its employees and representatives involved in this Offering have all required licenses, registrations and permitssecurities laws.
5.5 (d) The Dealer Manager has reasonable grounds to believeexecution, based on information made available to it by the Company, that all material facts are adequately delivery and accurately disclosed in the Prospectus and provide an adequate basis for evaluating an investment in the Shares.
5.6 This Agreement, or any supplement or amendment hereto, may be filed by the Company with the SEC, and may be filed with, and may be subject to the approval of, any applicable federal and applicable state securities regulatory agencies, if required.
5.7 No agreement will be made by the Dealer Manager with any person permitting the resale, repurchase or distribution of the Shares purchased by such person.
5.8 The Dealer Manager’s acceptance performance of this Agreement constitutes a representation to and the Company that the Dealer Manager has established and implemented anti-money-laundering compliance programs, in accordance with FINRA Rule 3310 and Section 352 of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001, which are reasonably expected to detect and cause reporting of suspicious transactions in connection with the sale of the Shares.
5.9 In the event the Dealer Manager becomes a Selling Group Member, the Dealer Manager shall comply with all requirements of the Selling Group Members as set forth in the Soliciting Dealer Agreement.
5.10 The Dealer Manager represents and warrants to the Company and each person that signs the Registration Statement that all information furnished or to be furnished to the Company by the Dealer Manager in writing expressly for use in the Registration Statement, any Preliminary Prospectus or the Prospectus, does contemplated hereby do not and will not contain result in a breach of any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties made in this Section 5 are and shall be continuing representations and warranties throughout the term of the Offering. In terms and provisions of, or constitute a default under (i) the event that Dealer Manager’s charter, bylaws or other organizational documents, as applicable, (ii) any indenture, mortgage, deed of these representations trust, voting trust agreement, note, lease or warranties become untrue, other agreement or instrument to which the Dealer Manager will immediately notify is a party or by which the Company Dealer Manager is bound, or (iii) any rule or regulation or order of any court or other governmental agency or body with jurisdiction over the Dealer Manager except for such conflicts, breaches or defaults that do not result in writing and could not reasonably be expected to result in, individually or in the aggregate, a Dealer Manager MAE (as defined below). As used in this Agreement, “Dealer Manager MAE” means any event, circumstance, occurrence, fact, condition, change or effect, individually or in the aggregate, that is, or could reasonably be expected to be, materially adverse to (A) the condition, financial or otherwise, earnings, business, affairs or prospects of the fact which makes Dealer Manager or (B) the representation ability of the Dealer Manager to perform its obligations under this Agreement or warranty untruethe validity or enforceability of this Agreement against the Dealer Manager.
Appears in 3 contracts
Samples: Dealer Manager Agreement (Invesco Real Estate Income Trust Inc.), Dealer Manager Agreement (Invesco Real Estate Income Trust Inc.), Dealer Manager Agreement (Invesco Real Estate Income Trust Inc.)
Representations and Warranties of the Dealer Manager. The Dealer Manager hereby represents and warrants to the Company as of the date hereof and as of each date that Shares are sold hereunder provided, that, to the extent such representations and warranties are given only as of a specified date or dates, the Dealer Manager only makes such representations and warranties as of such date or dates:
5.1 3.1 The Dealer Manager is a duly organized Utah and validly existing limited liability companycompany under the laws of the State of Delaware.
5.2 This Agreement, when executed by the Dealer Manager, will have been duly authorized 3.2 The employees and will be a valid and binding agreement representatives of the Dealer Manager, enforceable in accordance with its terms.
5.3 The consummation of the transactions contemplated herein and those contemplated by the Prospectus will not result in a breach or violation of any order, rule or regulation directed to the Dealer Manager by any court or any federal or state regulatory body or administrative agency having jurisdiction over the Dealer Manager or its affiliates.
5.4 The Dealer Manager is, and during the term of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a member in good standing of FINRA, and a broker or dealer duly registered as such in any state where offers are made by the Dealer Manager. The Dealer Manager will comply with all applicable laws, regulations and requirements of the Securities Act, the Exchange Act, applicable state law and FINRA. The Dealer Manager and its employees and representatives involved in this Offering have all required licenses, licenses and registrations and permits.
5.5 The Dealer Manager has reasonable grounds to believe, based on information made available to it by the Company, that all material facts are adequately and accurately disclosed in the Prospectus and provide an adequate basis for evaluating an investment in the Shares.
5.6 This Agreement, or any supplement or amendment hereto, may be filed by the Company with the SEC, and may be filed with, and may be subject to the approval of, any applicable federal and applicable state securities regulatory agencies, if required.
5.7 No agreement will be made by the Dealer Manager with any person permitting the resale, repurchase or distribution of the Shares purchased by such person.
5.8 The Dealer Manager’s acceptance of act under this Agreement constitutes a representation to the Company that the Dealer Manager has established and implemented anti-money-laundering compliance programs, in accordance with FINRA Rule 3310 and Section 352 of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001, which are reasonably expected to detect and cause reporting of suspicious transactions in connection with the sale of the Shares.
5.9 In the event the Dealer Manager becomes a Selling Group Member, the Dealer Manager shall comply with all requirements of the Selling Group Members as set forth in the Soliciting Dealer Agreement.
5.10 3.3 The Dealer Manager represents and warrants to the Company and each person that signs the Registration Statement that all information furnished or to be furnished to the Company by the Dealer Manager in writing expressly for use in the Registration Statement, any Preliminary Prospectus or preliminary prospectus, the Prospectus, or any amendment or supplement thereto, does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. .
3.4 The representations Dealer Manager represents and warranties warrants to the Company that it will only use the Prospectus and any Authorized Sales Material and it will not use any sales literature not authorized and approved by the Company, use any “broker-dealer use only” materials with potential investors or make any unauthorized verbal representations, in connection with offers or sales or the Shares.
3.5 No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Dealer Manager of this Agreement, except such as may be required under the Securities Act, FINRA or applicable state securities laws.
3.6 The execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and compliance with the terms of this Agreement by the Dealer Manager will not conflict with or constitute a default under any certificate of formation, operating agreement, or other similar documents, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction, or decree of any government, governmental instrumentality, or court (domestic or foreign), having jurisdiction over the Dealer Manager, except to the extent that the enforceability of the indemnity provisions contained in Section 6 of this Agreement may be limited under applicable securities laws.
3.7 There are no actions, suits or proceedings pending or to the knowledge of the Dealer Manager, threatened against the Dealer Manager at law or in equity or before or by any federal or state commission, regulatory body, or administrative agency or other governmental body (domestic or foreign), which could be reasonably expected to have a material adverse effect on the Dealer Manager or the ability of the Dealer Manager to perform its obligations under this Agreement or to participate in the Offering as contemplated by the Prospectus.
3.8 The Dealer Manager has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, except to the extent that the enforceability of the indemnity provisions contained in Section 6 of this Agreement may be limited under applicable securities laws.
3.9 Except for Dealer Agreements and selling agreements with participating registered investment advisers, no agreement will be made in this Section 5 are and shall be continuing representations and warranties throughout by the Dealer Manager with any person permitting the resale, repurchase, or distribution of any Shares purchased by such person.
3.10 The Dealer Manager is and, during the term of this Agreement will be, duly registered as a broker-dealer pursuant to the Offeringprovisions of the Exchange Act, a member of FINRA in good standing, a broker or dealer duly registered as such, and otherwise duly registered or qualified as required by any applicable law in any and all states where solicitation of offers to purchase the Shares are made by the Dealer Manager. In Subject to the event that any of these representations or warranties become untrueCompany’s compliance with its obligations hereunder, the Dealer Manager will immediately comply with all applicable laws, regulations, and requirements of the Securities Act, the Exchange Act, applicable state securities laws, rules, and regulations, and applicable rules and regulations of FINRA.
3.11 The Dealer Manager will not enter into any material modification or addendum to the form of Dealer Agreement without the prior approval of the Company.
3.12 Other than the Dealers, the Dealer Manager is not aware of any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Shares. The Dealer Manager will notify the Company of any agreement entered into between the Dealer Manager and such person in writing of the fact which makes the representation or warranty untrueconnection with such sale.
Appears in 2 contracts
Samples: Dealer Manager Agreement (Strategic Storage Trust VI, Inc.), Dealer Manager Agreement (Strategic Storage Trust VI, Inc.)
Representations and Warranties of the Dealer Manager. The As an inducement to the Company to enter into this Agreement, the Dealer Manager represents and warrants to the Company that, as of the date hereof, and thereafter with respect to representations and warranties which by their terms apply to subsequent periods:
5.1 2.1. The Dealer Manager is, and during the term of this Agreement will be, a member of FINRA in good standing and a broker-dealer registered as such under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and under the securities laws of the states where the Dealer Manager is required to be registered to conduct its activities under this Agreement. The Dealer Manager and its employees and representatives possess all required licenses and registrations to act under this Agreement. The Dealer Manager will comply with all applicable laws, rules, regulations and requirements of the Securities Act, the Exchange Act, other applicable federal securities laws as may from time to time be in effect, state securities laws and the rules of FINRA, specifically including, but not in any way limited to, FINRA Rules 2040 (Payments to Unregistered Persons), 2111 (Suitability), 2231 (Customer Account Statements), and 5110 (Corporate Financing Rule – Underwriting Terms and Arrangements). Each Financial Intermediary and each salesperson acting on behalf of the Dealer Manager or a Financial Intermediary will be a broker-dealer registered and in good standing with FINRA and registered with the SEC or be an investment advisor registered with the SEC or state regulatory authority, as appropriate, and be duly licensed by each state regulatory authority in each jurisdiction in which it or he will offer and sell Shares in the Company.
2.2. The Dealer Manager has been duly organized Utah and is validly existing as a limited liability companycompany in good standing under the laws of the State of Georgia, and has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, and the Dealer Manager has duly authorized, executed and delivered this Agreement.
5.2 2.3. This Agreement, when executed by the Dealer Manager, will have been duly authorized and will be a valid and binding agreement of the Dealer Manager, enforceable in accordance with its terms, except to the extent that the enforceability of the indemnity and contribution provisions contained in Section 6 of this Agreement may be limited under applicable securities laws.
5.3 2.4. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated herein and those contemplated the compliance with the terms of this Agreement by the Prospectus will not result in a breach or violation of any order, rule or regulation directed to the Dealer Manager by will not conflict with or constitute a default or violation under any court certificate of formation, operating agreement, contract, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any federal government, governmental instrumentality or state regulatory body court, domestic or administrative agency foreign, having jurisdiction over the Dealer Manager or its affiliatesManager.
5.4 The Dealer Manager is2.5. No consent, and during the term approval, authorization or other order of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a member any governmental authority is required in good standing of FINRA, and a broker or dealer duly registered as such in any state where offers are made by the Dealer Manager. The Dealer Manager will comply with all applicable laws, regulations and requirements of the Securities Act, the Exchange Act, applicable state law and FINRA. The Dealer Manager and its employees and representatives involved in this Offering have all required licenses, registrations and permits.
5.5 The Dealer Manager has reasonable grounds to believe, based on information made available to it by the Company, that all material facts are adequately and accurately disclosed in the Prospectus and provide an adequate basis for evaluating an investment in the Shares.
5.6 This Agreement, or any supplement or amendment hereto, may be filed by the Company connection with the SECexecution, and may be filed with, and may be subject to the approval of, any applicable federal and applicable state securities regulatory agencies, if required.
5.7 No agreement will be made delivery or performance by the Dealer Manager with any person permitting the resale, repurchase or distribution of the Shares purchased by such person.
5.8 The Dealer Manager’s acceptance of this Agreement constitutes a representation to the Company that the Dealer Manager has established and implemented anti-money-laundering compliance programs, in accordance with FINRA Rule 3310 and Section 352 of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001, which are reasonably expected to detect and cause reporting of suspicious transactions in connection with the sale of the Shares.
5.9 In the event the Dealer Manager becomes a Selling Group Member, the Dealer Manager shall comply with all requirements of the Selling Group Members as set forth in the Soliciting Dealer Agreement.
5.10 2.6. The Dealer Manager represents and warrants information under the caption “Plan of Distribution” in the Prospectus, to the Company and each person that signs the Registration Statement that all information furnished or to be extent it was furnished to the Company by the Dealer Manager in writing expressly for use in the Registration Statement, any Preliminary Prospectus or the Prospectus, does not and will not contain any untrue statement of a material fact required to be stated therein or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The representations and warranties made in this Section 5 are and shall be continuing representations and warranties throughout the term of the Offering. In the event that any of these representations or warranties become untrue, the Dealer Manager will immediately notify the Company in writing of the fact which makes the representation or warranty untrue.
Appears in 2 contracts
Samples: Dealer Manager Agreement (Applied Digital Corp.), Dealer Manager Agreement (Applied Digital Corp.)
Representations and Warranties of the Dealer Manager. The As an inducement to the Company to enter into this Agreement, the Dealer Manager represents and warrants to the Company that:
5.1 2.1 The Dealer Manager is is, and during the term of this Agreement will be, a member of FINRA in good standing and a broker-dealer registered as such under the Securities Exchange Act of 1934, as amended, including the rules and regulations thereunder (the “Exchange Act”), and under the securities laws of the states in which the Bonds are to be offered and sold. The Dealer Manager and its employees and representatives possess all required licenses and registrations to act under this Agreement. The Dealer Manager will comply with all applicable laws, rules, regulations and requirements of the Securities Act, the Exchange Act, other federal securities laws, state securities laws and the rules of FINRA, specifically including, but not in any way limited to, FINRA’s conduct rules. Each Dealer and each salesperson acting on behalf of the Dealer Manager or a Dealer will be registered with FINRA and duly licensed by each state regulatory authority in each jurisdiction in which it, he or she will offer and sell Bonds.
2.2 The Dealer Manager was duly organized Utah and is validly existing as a limited liability companycompany in good standing under the laws of the State of Georgia, and has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, and the Dealer Manager has duly authorized, executed and delivered this Agreement.
5.2 2.3 This Agreement, when executed by the Dealer Manager, will have been duly authorized and will be Agreement is a valid and binding agreement of the Dealer Manager, enforceable in accordance with its terms.
5.3 The consummation , except to the extent that the enforceability of the transactions contemplated herein indemnity and those contemplated by the Prospectus will not result contribution provisions contained in a breach or violation of any order, rule or regulation directed to the Dealer Manager by any court or any federal or state regulatory body or administrative agency having jurisdiction over the Dealer Manager or its affiliates.
5.4 The Dealer Manager is, and during the term Section 6 of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a member in good standing of FINRA, and a broker or dealer duly registered as such in any state where offers are made by the Dealer Manager. The Dealer Manager will comply with all may be limited under applicable securities laws, regulations and requirements of the Securities Act, the Exchange Act, applicable state law and FINRA. The Dealer Manager and its employees and representatives involved in this Offering have all required licenses, registrations and permits.
5.5 The Dealer Manager has reasonable grounds to believe, based on information made available to it by the Company, that all material facts are adequately and accurately disclosed in the Prospectus and provide an adequate basis for evaluating an investment in the Shares.
5.6 This Agreement, or any supplement or amendment hereto, may be filed by the Company with the SEC, and may be filed with, and may be subject to the approval of, any applicable federal and applicable state securities regulatory agencies, if required.
5.7 No agreement will be made by the Dealer Manager with any person permitting the resale, repurchase or distribution of the Shares purchased by such person.
5.8 The Dealer Manager’s acceptance of this Agreement constitutes a representation to the Company that the Dealer Manager has established and implemented anti-money-laundering compliance programs, in accordance with FINRA Rule 3310 and Section 352 of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001, which are reasonably expected to detect and cause reporting of suspicious transactions in connection with the sale of the Shares.
5.9 In the event the Dealer Manager becomes a Selling Group Member, the Dealer Manager shall comply with all requirements of the Selling Group Members as set forth in the Soliciting Dealer Agreement.
5.10 2.4 The Dealer Manager represents and warrants to the Company that the information under the caption “Plan of Distribution” in the Offering Circular and each person that signs the Registration Statement that all other information furnished or to be furnished to the Company by the Dealer Manager in writing expressly for use in the Registration Offering Statement, any Preliminary Prospectus Offering Circular Supplement, or the ProspectusOffering Circular, does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. .
2.5 The representations Dealer Manager has reasonable grounds to believe, based on information made available to it by the Company, that the Offering Circular discloses all material facts adequately and warranties made accurately and provides an adequate basis for evaluating an investment in the Bonds.
2.6 No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Dealer Manager of this Section 5 Agreement, except such as may be required under the Securities Act or applicable state securities laws.
2.7 There are and shall be continuing representations and warranties throughout no actions, suits or proceedings pending or, to the term knowledge of the Offering. In Dealer Manager, threatened against the event that Dealer Manager at law or in equity or before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, which could reasonably be expected to have a material adverse effect on the Dealer Manager or the ability of these representations the Dealer Manager to perform its obligations under this Agreement or warranties become untrueto participate in the Offering as contemplated by the Offering Circular.
2.8 The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Dealer Manager will immediately notify not conflict with or constitute a default under its organizational documents, operating agreement or other similar agreement, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Dealer Manager, except to the extent that the enforceability of the indemnity and/or contribution provisions contained in Section 6 of this Agreement may be limited under applicable securities laws.
2.9 The Dealer Manager represents to the Company that it has established and implemented anti-money laundering compliance programs in writing accordance with applicable law, including applicable FINRA conduct rules and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA Patriot Act”), specifically including, but not limited to, Section 352 of the fact which makes International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the representation “Money Laundering Abatement Act,” and together with the USA Patriot Act, the “AML Rules”) reasonably expected to detect and cause the reporting of suspicious transactions in connection with the offering and sale of the Units. The Dealer Manager further represents that it is currently in compliance with all AML Rules and will require each Dealer to comply with all AML Rules, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the Money Laundering Abatement Act, and the Dealer Manager hereby covenants to remain in compliance with such requirements, and to require each Dealer to remain in compliance with such requirements, and shall, upon request by the Company, provide a certification to the Company that, as of the date of such certification (i) each of the Dealer Manager’s and each Dealer’s AML Program is consistent with the AML Rules and (ii) each of the Dealer Manager and each Dealer is currently in compliance with all AML Rules, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the Money Laundering Abatement Act.
2.10 The Dealer Manager represents that it has abided by and complied with (i) the privacy standards and requirements of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (“GLB Act”); (ii) the privacy standards and requirements of any other applicable federal or warranty untruestate law; and (iii) its own internal privacy policies and procedures, each as may be amended from time to time.
Appears in 2 contracts
Samples: Dealer Manager Agreement (Gladstone Companies, Inc.), Dealer Manager Agreement (Gladstone Companies, Inc.)
Representations and Warranties of the Dealer Manager. The As an inducement to the Company to enter into this Agreement, the Dealer Manager represents and warrants to the Company that:
5.1 2.1 The Dealer Manager is is, and during the term of this Agreement will be, a member of the FINRA in good standing and a broker-dealer registered as such under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and under the securities laws of the states in which the Shares are to be offered and sold. The Dealer Manager and its employees and representatives possess all required licenses and registrations to act under this Agreement. The Dealer Manager will comply with all applicable laws, rules, regulations and requirements of the Securities Act, the Exchange Act, other federal securities laws, state securities laws and the rules of the FINRA, specifically including, but not in any way limited to, FINRA Rules 2340, 2420, 2730, 2740 and 2750. Each Dealer and each salesperson acting on behalf of the Dealer Manager or a Dealer will be registered with the FINRA and duly licensed by each state regulatory authority in each jurisdiction in which it or he will offer and sell Shares.
2.2 The Dealer Manager has been duly organized Utah limited liability companyand is validly existing as a corporation in good standing under the laws of the State of Delaware, and has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, and the Dealer Manager has duly authorized, executed and delivered this Agreement.
5.2 2.3 This Agreement, when executed by the Dealer Manager, will have been duly authorized and will be a valid and binding agreement of the Dealer Manager, enforceable in accordance with its terms, except to the extent that the enforceability of the indemnity and contribution provisions contained in Section 6 of this Agreement may be limited under applicable securities laws.
5.3 2.4 The execution and delivery of this Agreement, the consummation of the transactions herein contemplated herein and those contemplated the compliance with the terms of this Agreement by the Prospectus will not result in a breach or violation of any order, rule or regulation directed to the Dealer Manager by will not conflict with or constitute a default or violation under any court charter, by-law, contract, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any federal government, governmental instrumentality or state regulatory body court, domestic or administrative agency foreign, having jurisdiction over the Dealer Manager or its affiliatesManager.
5.4 The Dealer Manager is2.5 No consent, and during the term approval, authorization or other order of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a member any governmental authority is required in good standing of FINRA, and a broker or dealer duly registered as such in any state where offers are made by the Dealer Manager. The Dealer Manager will comply with all applicable laws, regulations and requirements of the Securities Act, the Exchange Act, applicable state law and FINRA. The Dealer Manager and its employees and representatives involved in this Offering have all required licenses, registrations and permits.
5.5 The Dealer Manager has reasonable grounds to believe, based on information made available to it by the Company, that all material facts are adequately and accurately disclosed in the Prospectus and provide an adequate basis for evaluating an investment in the Shares.
5.6 This Agreement, or any supplement or amendment hereto, may be filed by the Company connection with the SECexecution, and may be filed with, and may be subject to the approval of, any applicable federal and applicable state securities regulatory agencies, if required.
5.7 No agreement will be made delivery or performance by the Dealer Manager with any person permitting the resale, repurchase or distribution of the Shares purchased by such person.
5.8 The Dealer Manager’s acceptance of this Agreement constitutes a representation to the Company that the Dealer Manager has established and implemented anti-money-laundering compliance programs, in accordance with FINRA Rule 3310 and Section 352 of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001, which are reasonably expected to detect and cause reporting of suspicious transactions in connection with the sale of the Shares.
5.9 In the event the Dealer Manager becomes a Selling Group Member, the Dealer Manager shall comply with all requirements of the Selling Group Members as set forth in the Soliciting Dealer Agreement.
5.10 2.6 The Dealer Manager represents and warrants to the Company and each person that signs the Registration Statement that all information furnished or to be furnished to the Company by the Dealer Manager in writing expressly for use in the Registration Statement, any Preliminary Prospectus Prospectus, or the Prospectus, does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. .
2.7 The representations and warranties made in this Section 5 are and shall be continuing representations and warranties throughout the term of the Offering. In the event that any of these representations or warranties become untrue, the Dealer Manager will immediately notify has reasonable grounds to believe, based on information made available to it by the Company Company, that the Prospectus discloses all material facts adequately and accurately and provides an adequate basis for evaluating an investment in writing of the fact which makes the representation or warranty untrueShares.
Appears in 1 contract
Samples: Dealer Manager Agreement (Grubb & Ellis Healthcare REIT, Inc.)
Representations and Warranties of the Dealer Manager. The As an inducement to the Company to enter into this Agreement, the Dealer Manager represents and warrants to the Company that:
5.1 : The Dealer Manager is is, and during the term of this Agreement will be, a member of FINRA in good standing and a broker-dealer registered as such under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) and under the securities laws of the states in which the Shares are to be offered and sold. The Dealer Manager and its employees and representatives possess all required licenses and registrations to act under this Agreement. The Dealer Manager will comply with all applicable laws, rules, regulations and requirements of the Securities Act, the Exchange Act, other federal securities laws, state securities laws and the rules of FINRA, specifically including, but not in any way limited to, FINRA Conduct Rules 2340, 2420, 2730, 2740 and 2750. Each Dealer and each salesperson acting on behalf of the Dealer Manager or a Dealer will be registered with FINRA and duly licensed by each state regulatory authority in each jurisdiction in which it or he will offer and sell Shares. The Dealer Manager was duly organized Utah and is validly existing as a limited liability companycompany in good standing under the laws of the State of Delaware, and has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, and the Dealer Manager has duly authorized, executed and delivered this Agreement.
5.2 2.1 This Agreement, when executed by the Dealer Manager, will have been duly authorized and will be a valid and binding agreement of the Dealer Manager, enforceable in accordance with its terms, except to the extent that the enforceability of the indemnity and contribution provisions contained in Section 6 of this Agreement may be limited under applicable securities laws.
5.3 2.2 The execution and delivery of this Agreement, the consummation of the transactions herein contemplated herein and those contemplated the compliance with the terms of this Agreement by the Prospectus will not result in a breach or violation of any order, rule or regulation directed to the Dealer Manager by will not conflict with or constitute a default or violation under any court charter, by-law, contract, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any federal government, governmental instrumentality or state regulatory body court, domestic or administrative agency foreign, having jurisdiction over the Dealer Manager or its affiliatesManager.
5.4 The Dealer Manager is2.3 No consent, and during the term approval, authorization or other order of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a member any governmental authority is required in good standing of FINRA, and a broker or dealer duly registered as such in any state where offers are made by the Dealer Manager. The Dealer Manager will comply with all applicable laws, regulations and requirements of the Securities Act, the Exchange Act, applicable state law and FINRA. The Dealer Manager and its employees and representatives involved in this Offering have all required licenses, registrations and permits.
5.5 The Dealer Manager has reasonable grounds to believe, based on information made available to it by the Company, that all material facts are adequately and accurately disclosed in the Prospectus and provide an adequate basis for evaluating an investment in the Shares.
5.6 This Agreement, or any supplement or amendment hereto, may be filed by the Company connection with the SECexecution, and may be filed with, and may be subject to the approval of, any applicable federal and applicable state securities regulatory agencies, if required.
5.7 No agreement will be made delivery or performance by the Dealer Manager with any person permitting the resale, repurchase or distribution of the Shares purchased by such person.
5.8 The Dealer Manager’s acceptance of this Agreement constitutes a representation to the Company that the Dealer Manager has established and implemented anti-money-laundering compliance programs, in accordance with FINRA Rule 3310 and Section 352 of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001, which are reasonably expected to detect and cause reporting of suspicious transactions in connection with the sale of the Shares.
5.9 In the event the Dealer Manager becomes a Selling Group Member, the Dealer Manager shall comply with all requirements of the Selling Group Members as set forth in the Soliciting Dealer Agreement.
5.10 2.4 The Dealer Manager represents and warrants to the Company and each person that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished or to be furnished to the Company by the Dealer Manager in writing expressly for use in the Registration StatementStatement , any Preliminary Prospectus Prospectus, or the Prospectus, does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. .
2.5 The representations and warranties made in this Section 5 are and shall be continuing representations and warranties throughout the term of the Offering. In the event that any of these representations or warranties become untrue, the Dealer Manager will immediately notify has reasonable grounds to believe, based on information made available to it by the Company Company, that the Prospectus discloses all material facts adequately and accurately and provides an adequate basis for evaluating an investment in writing of the fact which makes the representation or warranty untrueShares.
Appears in 1 contract
Samples: Dealer Manager Agreement (Carter Validus Mission Critical REIT, Inc.)
Representations and Warranties of the Dealer Manager. The As an inducement to the Company to enter into this Agreement, the Dealer Manager represents and warrants to the Company that:
5.1 : The Dealer Manager is is, and during the term of this Agreement will be, a member of FINRA in good standing and a broker-dealer registered as such under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and under the securities laws of the states in which the Shares are to be offered and sold. The Dealer Manager and its employees and representatives possess all required licenses and registrations to act under this Agreement. The Dealer Manager will comply with all applicable laws, rules, regulations and requirements of the Securities Act, the Exchange Act, other federal securities laws, state securities laws and the rules of FINRA, specifically including, but not in any way limited to, FINRA Conduct Rules 2340, 2420, 2730, 2740 and 2750. Each Dealer and each salesperson acting on behalf of the Dealer Manager or a Dealer will be registered with FINRA and duly licensed by each state regulatory authority in each jurisdiction in which it or he will offer and sell Shares. The Dealer Manager was duly organized Utah and is validly existing as a limited liability companycompany in good standing under the laws of the State of Delaware, and has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, and the Dealer Manager has duly authorized, executed and delivered this Agreement.
5.2 2.1 This Agreement, when executed by the Dealer Manager, will have been duly authorized and will be a valid and binding agreement of the Dealer Manager, enforceable in accordance with its terms, except to the extent that the enforceability of the indemnity and contribution provisions contained in Section 6 of this Agreement may be limited under applicable securities laws.
5.3 2.2 The execution and delivery of this Agreement, the consummation of the transactions herein contemplated herein and those contemplated the compliance with the terms of this Agreement by the Prospectus will not result in a breach or violation of any order, rule or regulation directed to the Dealer Manager by will not conflict with or constitute a default or violation under any court charter, by-law, contract, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any federal government, governmental instrumentality or state regulatory body court, domestic or administrative agency foreign, having jurisdiction over the Dealer Manager or its affiliatesManager.
5.4 The Dealer Manager is2.3 No consent, and during the term approval, authorization or other order of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a member any governmental authority is required in good standing of FINRA, and a broker or dealer duly registered as such in any state where offers are made by the Dealer Manager. The Dealer Manager will comply with all applicable laws, regulations and requirements of the Securities Act, the Exchange Act, applicable state law and FINRA. The Dealer Manager and its employees and representatives involved in this Offering have all required licenses, registrations and permits.
5.5 The Dealer Manager has reasonable grounds to believe, based on information made available to it by the Company, that all material facts are adequately and accurately disclosed in the Prospectus and provide an adequate basis for evaluating an investment in the Shares.
5.6 This Agreement, or any supplement or amendment hereto, may be filed by the Company connection with the SECexecution, and may be filed with, and may be subject to the approval of, any applicable federal and applicable state securities regulatory agencies, if required.
5.7 No agreement will be made delivery or performance by the Dealer Manager with any person permitting the resale, repurchase or distribution of the Shares purchased by such person.
5.8 The Dealer Manager’s acceptance of this Agreement constitutes a representation to the Company that the Dealer Manager has established and implemented anti-money-laundering compliance programs, in accordance with FINRA Rule 3310 and Section 352 of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001, which are reasonably expected to detect and cause reporting of suspicious transactions in connection with the sale of the Shares.
5.9 In the event the Dealer Manager becomes a Selling Group Member, the Dealer Manager shall comply with all requirements of the Selling Group Members as set forth in the Soliciting Dealer Agreement.
5.10 2.4 The Dealer Manager represents and warrants to the Company and each person that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished or to be furnished to the Company by the Dealer Manager in writing expressly for use in the Registration Statement, any Preliminary Prospectus Prospectus, or the Prospectus, does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. .
2.5 The representations and warranties made in this Section 5 are and shall be continuing representations and warranties throughout the term of the Offering. In the event that any of these representations or warranties become untrue, the Dealer Manager will immediately notify has reasonable grounds to believe, based on information made available to it by the Company Company, that the Prospectus discloses all material facts adequately and accurately and provides an adequate basis for evaluating an investment in writing of the fact which makes the representation or warranty untrueShares.
Appears in 1 contract
Samples: Dealer Manager Agreement (Carter Validus Mission Critical REIT, Inc.)
Representations and Warranties of the Dealer Manager. The As an inducement to the Company to enter into this Agreement, the Dealer Manager represents and warrants to the Company that:
5.1 a. The Dealer Manager is is, and during the term of this Agreement will be, a member of the NASD in good standing and a broker-dealer registered as such under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and under the securities laws of the states in which the Shares are to be offered and sold. The Dealer Manager and its employees and representatives possess all required licenses and registrations to act under this Agreement. The Dealer Manager will comply with all applicable laws, rules, regulations and requirements of the Securities Act, the Exchange Act, other federal securities laws, state securities laws and the rules of the NASD, specifically including, but not in any way limited to, NASD Rules 2340, 2420, 2730, 2740 and 2750. Each Dealer and each salesperson acting on behalf of the Dealer Manager or a Dealer will be registered with the NASD and duly licensed by each state regulatory authority in each jurisdiction in which it or he will offer and sell Shares.
b. The Dealer Manager has been duly organized Utah limited liability companyand is validly existing as a corporation in good standing under the laws of the State of Texas, and has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, and the Dealer Manager has duly authorized, executed and delivered this Agreement.
5.2 c. This Agreement, when executed by the Dealer Manager, will have been duly authorized and will be a valid and binding agreement of the Dealer Manager, enforceable in accordance with its terms, except to the extent that the enforceability of the indemnity and contribution provisions contained in Section 5 of this Agreement may be limited under applicable securities laws.
5.3 d. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated herein and those contemplated the compliance with the terms of this Agreement by the Prospectus will not result in a breach or violation of any order, rule or regulation directed to the Dealer Manager by will not conflict with or constitute a default or violation under any court charter, bylaw, contract, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any federal government, governmental instrumentality or state regulatory body court, domestic or administrative agency foreign, having jurisdiction over the Dealer Manager or its affiliatesManager.
5.4 The Dealer Manager ise. No consent, and during the term approval, authorization or other order of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a member any governmental authority is required in good standing of FINRA, and a broker or dealer duly registered as such in any state where offers are made by the Dealer Manager. The Dealer Manager will comply with all applicable laws, regulations and requirements of the Securities Act, the Exchange Act, applicable state law and FINRA. The Dealer Manager and its employees and representatives involved in this Offering have all required licenses, registrations and permits.
5.5 The Dealer Manager has reasonable grounds to believe, based on information made available to it by the Company, that all material facts are adequately and accurately disclosed in the Prospectus and provide an adequate basis for evaluating an investment in the Shares.
5.6 This Agreement, or any supplement or amendment hereto, may be filed by the Company connection with the SECexecution, and may be filed with, and may be subject to the approval of, any applicable federal and applicable state securities regulatory agencies, if required.
5.7 No agreement will be made delivery or performance by the Dealer Manager with any person permitting the resale, repurchase or distribution of the Shares purchased by such person.
5.8 The Dealer Manager’s acceptance of this Agreement constitutes a representation to the Company that the Dealer Manager has established and implemented anti-money-laundering compliance programs, in accordance with FINRA Rule 3310 and Section 352 of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001, which are reasonably expected to detect and cause reporting of suspicious transactions in connection with the sale of the Shares.
5.9 In the event the Dealer Manager becomes a Selling Group Member, the Dealer Manager shall comply with all requirements of the Selling Group Members as set forth in the Soliciting Dealer Agreement.
5.10 f. The Dealer Manager represents and warrants to the Company and each person that signs the information under the caption “Plan of Distribution” in the Registration Statement that and all other information furnished or to be furnished to the Company by the Dealer Manager in writing expressly for use in the Registration Statement, any Preliminary Prospectus or the Prospectus, does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. .
g. The representations and warranties made in this Section 5 are and shall be continuing representations and warranties throughout the term of the Offering. In the event that any of these representations or warranties become untrue, the Dealer Manager will immediately notify has reasonable grounds to believe, based on information made available to it by the Company Company, that the Registration Statement discloses all material facts adequately and accurately and provides an adequate basis for evaluating an investment in writing of the fact which makes the representation or warranty untrueShares.
Appears in 1 contract
Representations and Warranties of the Dealer Manager. The As an inducement to the Company to enter into this Agreement, the Dealer Manager represents and warrants to the Company that:
5.1 2.1. The Dealer Manager is a duly organized Utah limited liability company.
5.2 This Agreement, when executed by the Dealer Manager, will have been duly authorized and will be a valid and binding agreement member of the Dealer ManagerFinancial Industry Regulatory Authority, enforceable Inc. (“FINRA”) in accordance with its terms.
5.3 The consummation of the transactions contemplated herein good standing and those contemplated by the Prospectus will not result in a breach or violation of any order, rule or regulation directed to the Dealer Manager by any court or any federal or state regulatory body or administrative agency having jurisdiction over the Dealer Manager or its affiliates.
5.4 The Dealer Manager is, and during the term of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of registered as such under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a member in good standing of FINRA, ) and a broker or dealer duly registered as such in any state where offers are made by under the Dealer Manager. The Dealer Manager will comply with all applicable laws, regulations and requirements securities laws of the Securities Act, states in which the Exchange Act, applicable state law Shares are to be offered and FINRAsold. The Dealer Manager and its employees and representatives involved in this Offering have possess all required licenses, licenses and registrations and permitsto act under this Agreement.
5.5 2.2. The Dealer Manager has reasonable grounds full legal right, power and authority to believeenter into this Agreement and to perform the transactions contemplated hereby, based on information made available to it by and the CompanyDealer Manager has duly authorized, that all material facts are adequately executed and accurately disclosed in the Prospectus and provide an adequate basis for evaluating an investment in the Sharesdelivered this Agreement.
5.6 This 2.3. The execution and delivery of this Agreement, or any supplement or amendment hereto, may be filed by the Company consummation of the transactions herein contemplated and the compliance with the SEC, and may be filed with, and may be subject to the approval of, any applicable federal and applicable state securities regulatory agencies, if required.
5.7 No agreement will be made terms of this Agreement by the Dealer Manager will not conflict with or constitute a default or violation under any person permitting charter, by-law, contract, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the resaleDealer Manager, repurchase or distribution except to the extent that the enforceability of the Shares purchased by such person.
5.8 The Dealer Manager’s acceptance indemnity and contribution provisions contained in Section 6 of this Agreement constitutes a representation to the Company that the Dealer Manager has established and implemented anti-money-laundering compliance programsmay be limited under applicable securities laws.
2.4. No consent, in accordance with FINRA Rule 3310 and Section 352 approval, authorization or other order of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001, which are reasonably expected to detect and cause reporting of suspicious transactions any governmental authority is required in connection with the sale of the Shares.
5.9 In the event execution, delivery or performance by the Dealer Manager becomes a Selling Group Member, the Dealer Manager shall comply with all requirements of the Selling Group Members as set forth in the Soliciting Dealer this Agreement.
5.10 2.5. The Dealer Manager represents and warrants to the Company and each person that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished or to be furnished to the Company by the Dealer Manager in writing expressly for use in the Registration Statement, any Preliminary Prospectus Prospectus, or the Prospectus, does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties made in this Section 5 are and shall be continuing representations and warranties throughout the term of the Offering. In the event that any of these representations or warranties become untrue, the Dealer Manager will immediately notify the Company in writing of the fact which makes the representation or warranty untrue.
Appears in 1 contract
Samples: Dealer Manager Agreement (Wells Timberland REIT, Inc.)
Representations and Warranties of the Dealer Manager. The As an inducement to the Company to enter into this Agreement, the Dealer Manager represents and warrants to the Company that:
5.1 2.1. The Dealer Manager is is, and during the term of this Agreement will be, a member of FINRA in good standing and a broker-dealer registered as such under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and under the securities laws of the states in which the Shares are to be offered and sold. The Dealer Manager and its employees and representatives possess all required licenses and registrations to act under this Agreement. The Dealer Manager will comply with all applicable laws, rules, regulations and requirements of the Securities Act, the Exchange Act, other federal securities laws, state securities laws and the rules of FINRA. Each Dealer and each salesperson acting on behalf of the Dealer Manager or a Dealer will be registered with FINRA and duly licensed by each state regulatory authority in each jurisdiction in which it or he will offer and sell Shares.
2.2. The Dealer Manager was duly organized Utah limited liability companyand is validly existing as a corporation in good standing under the laws of the State of California, and has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, and the Dealer Manager has duly authorized, executed and delivered this Agreement.
5.2 2.3. This Agreement, when executed by the Dealer Manager, will have been duly authorized and will be a valid and binding agreement of the Dealer Manager, enforceable in accordance with its terms, except to the extent that the enforceability of the indemnity and contribution provisions contained in Section 6 of this Agreement may be limited under applicable securities laws.
5.3 2.4. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated herein and those contemplated the compliance with the terms of this Agreement by the Prospectus will not result in a breach or violation of any order, rule or regulation directed to the Dealer Manager by will not conflict with or constitute a default or violation under any court charter, by-law, contract, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any federal government, governmental instrumentality or state regulatory body court, domestic or administrative agency foreign, having jurisdiction over the Dealer Manager or its affiliatesManager.
5.4 The Dealer Manager is2.5. No consent, and during the term approval, authorization or other order of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a member any governmental authority is required in good standing of FINRA, and a broker or dealer duly registered as such in any state where offers are made by the Dealer Manager. The Dealer Manager will comply with all applicable laws, regulations and requirements of the Securities Act, the Exchange Act, applicable state law and FINRA. The Dealer Manager and its employees and representatives involved in this Offering have all required licenses, registrations and permits.
5.5 The Dealer Manager has reasonable grounds to believe, based on information made available to it by the Company, that all material facts are adequately and accurately disclosed in the Prospectus and provide an adequate basis for evaluating an investment in the Shares.
5.6 This Agreement, or any supplement or amendment hereto, may be filed by the Company connection with the SECexecution, and may be filed with, and may be subject to the approval of, any applicable federal and applicable state securities regulatory agencies, if required.
5.7 No agreement will be made delivery or performance by the Dealer Manager with any person permitting the resale, repurchase or distribution of the Shares purchased by such person.
5.8 The Dealer Manager’s acceptance of this Agreement constitutes a representation Agreement, other than receipt of notice from FINRA that it has no-objections to the Company that underwriting terms and arrangements proposed by the Dealer Manager has established and implemented anti-money-laundering compliance programs, in accordance with FINRA Rule 3310 and Section 352 of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001, which are reasonably expected to detect and cause reporting of suspicious transactions in connection with the sale of the Shares.
5.9 In the event the Dealer Manager becomes a Selling Group Member, the Dealer Manager shall comply with all requirements of the Selling Group Members as Offering and set forth in the Soliciting Dealer this Agreement.
5.10 2.6. The Dealer Manager represents and warrants to the Company and each person that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished or to be furnished to the Company by the Dealer Manager in writing expressly for use in the Registration Statement, any Preliminary Prospectus Prospectus, or the Prospectus, does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties made in this Section 5 are and shall be continuing representations and warranties throughout the term of the Offering. In the event that any of these representations or warranties become untrue, the Dealer Manager will immediately notify the Company in writing of the fact which makes the representation or warranty untrue.
Appears in 1 contract
Samples: Dealer Manager Agreement (Grubb & Ellis Healthcare REIT II, Inc.)
