Selling Dealer Agreement Sample Clauses

Selling Dealer Agreement. You acknowledge and agree that the Partnership has the right to reject any subscription at any time for any reason without liability to anyone, including you and the subscriber. Investor funds and executed Subscription Agreements shall be transmitted as set forth in Section 11 of this Agreement.
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Selling Dealer Agreement the Dealer-Manager is entitled to receive from the Partnership a commission (the "Sales Commission") of 7% of the purchase price of each subscription obtained by you and accepted by the Partnership. In addition, and subject to the above conditions and qualifications, the General Partner has undertaken to pay (from its Organization and Offering Expense Allowance, as that term is defined in the Partnership Agreement) to the Dealer-Manager an amount equal to the Selling Dealers' bona fide accountable due diligence expenses per Unit up to a maximum of .5% of the purchase price of each subscription obtained by the Dealer-Manager or the Selling Dealers and accepted by the Partnership. Also, the Dealer-Manager may reallow from its Dealer-Manager fee a portion of your "Permissible Non-Cash Compensation," which is composed of: training and education meetings; gifts that do not exceed $100 per year and are not preconditioned on the achievement of a sales target; an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and contributions by the Dealer-Manager or the General Partner to a non-cash compensation arrangement between you and your associated persons, provided that the Dealer-Manager or the General Partner do not directly or indirectly participate in your organization of the permissible non-cash compensation arrangement. Subject to the terms and conditions set forth in this Agreement, including the Dealer-Manager's receipt from you of the documentation required of you in Section 1 of this Agreement, and to the exceptions and conditions set forth in the preceding paragraph and the first paragraph of this Section 2(a), and the performance by you of your obligations under Appendix I to this Agreement, which is incorporated in this Agreement by reference the Dealer-Manager agrees to pay you:
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Selling Dealer Agreement. (a) The Dealer-Manager shall pay all expenses incident to the performance of its obligations under this Agreement, including the fees and expenses of its attorneys and accountants, even if this offering is not successfully completed.
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Selling Dealer Agreement. APPENDIX I TO SELLING DEALER AGREEMENT In partial consideration for the payment to you, as Selling Dealer, by the Dealer-Manager of the Sales Commission as set forth in Section 2(a) of the Selling Dealer Agreement, you warrant, represent, covenant, and agree with the Dealer-Manager that you, as Selling Dealer, shall do the following: o prominently and promptly announce your participation in the offering as Selling Dealer to your registered representatives, whether by newsletter, e-mail, mail or otherwise, which announcement also shall advise your registered representatives to contact __________________ in whose territory the registered representative is located, with a copy of the announcement provided concurrently to the Dealer-Manager; and o provide the Dealer-Manager with the names, telephone numbers, addresses and e-mail addresses of your registered representatives, which information shall be kept confidential by the Dealer-Manager and the General Partner and shall not be used for any purpose other than the marketing of the offering as set forth in the Dealer-Manager Agreement and the Selling Dealer Agreement. Further, you, as Selling Dealer, agree that the Dealer-Manager and the General Partner may directly contact your registered representatives, in person or otherwise, to: o inform them of the offering; o explain the merits and risks of the offering; and o otherwise assist in your registered representatives' efforts to solicit and sell Units. Anthem Securities, Inc. 14 Selling Dealer Agreement SCHEDULE A (FOR BLUE SKY PURPOSES) Name of Firm:________________________________ Please check the states or jurisdictions in which you are registered as a broker/dealer in good standing. Anthem Securities, Inc. 15 Selling Dealer Agreement
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Selling Dealer Agreement. Notwithstanding the foregoing, the Dealer-Manager, the Partnership and the General Partner have not assumed and will not assume any obligation or responsibility as to your right to act as a broker or dealer with respect to the Units in Minnesota or New Hampshire.
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Related to Selling Dealer Agreement

  • Selected Dealer Agreements a. The Distributor shall have the right to enter into selected dealer agreements with securities dealers of its choice ("selected dealers") for the sale of Class B Shares; provided, that the Corporation shall approve the forms of agreements with dealers. Class B Shares sold to selected dealers shall be for resale by such dealers only at net asset value determined as set forth in Section 3(d) hereof. The form of agreement with selected dealers to be used during the subscription period described in Section 3(a) is attached hereto as Exhibit A and the form of agreement with selected dealers to be used in the continuous offering of the Class B Shares is attached hereto as Exhibit B.

  • Dealer Agreement The sales and/or servicing agreements between CAC or its subsidiaries and a participating Dealer which sets forth the terms and conditions under which CAC or its subsidiaries (i) accepts, as nominee for such Dealer, the assignment of Contracts for purposes of administration, servicing and collection and under which CAC or its subsidiary may make advances to such Dealers and (ii) accepts outright assignments of Contracts from Dealers or funds Contracts originated by such Dealer in the name of CAC or any of its subsidiaries, in each case as such agreements may be in effect from time to time.

  • Dealer Manager Agreement By Dealer’s acceptance of this Agreement, Dealer will become one of the “Participating Dealers” referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the Dealer Manager Agreement, including, but not limited to, Section 8.4 of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicit, as an independent contractor and not as the agent of the Dealer Manager or of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering. Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, or the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by the Company and all appropriate regulatory agencies (“Supplemental Information”).

  • Soliciting Dealers Broker-dealers who are members of the National Association of Securities Dealers, Inc., or that are exempt from broker-dealer registration, and who, in either case, have executed participating broker or other agreements with the Managing Dealer to sell Shares.

  • Dealer Manager Behringer Securities LP, an Affiliate of the Advisor, or such Person selected by the Board to act as the dealer manager for an Offering.

  • Dealer Manager Fee The dealer manager fee payable to the Dealer Manager for serving as the dealer manager for the Offering and reallowable to Soliciting Dealers with respect to Shares sold by them, as described in the Corporation’s Prospectus.

  • Dealer Agreements Each Dealer from whom the Seller purchases Receivables has entered into a Dealer Agreement with the Seller providing for the sale of Receivables from time to time by such Dealer to the Seller.

  • By Selling Holders To the extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder’s partners, directors or officers or any person who controls such Holder within the meaning of the Securities Act or the 1934 Act, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such Holder, partner or director, officer or controlling person of such other Holder may become subject under the Securities Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Holder, partner, officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action: provided, however, that the indemnity agreement contained in this Section 1.6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided, further, that the total amounts payable in indemnity by a Holder under this Section 1.6(b) in respect of any Violation shall not exceed the net proceeds received by such Holder in the registered offering out of which such Violation arises.

  • Selling Agreements Distributor is authorized to enter into agreements with other broker-dealers providing for the solicitation of unconditional orders for purchases of the Fund's Shares authorized for issuance and registered under SA-33 and fix therein the portion of the sales charge which may be reallowed to the selected dealers, as permitted under that Fund's prospectus. All such agreements shall be either in the form of agreement attached hereto or in such other form as may be approved by the officers of the Fund ("Selling Agreement"). Within the United States, the Distributor shall offer and sell Shares to such selected dealers as are members in good standing of the NASD; "banks" as such term is defined in Section 3(a)(6) of the Exchange Act or a "bank holding company" as such term is defined in the Bank Holding Company Act of 1956, as amended, duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was organized; and such other entities or purchasers as otherwise mutually agreed in writing.

  • Dealer The seller of automobiles or light trucks that originated one or more of the Receivables and assigned the respective Receivable, directly or indirectly, to Ally Bank under an existing agreement between such seller and Ally Bank. Dealer Agreement: An existing agreement between Ally Bank or one of its Affiliates and a Dealer with respect to a Receivable. Default: Any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.

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