State Securities Registration. Incident to the offer and sale of the Units, the Managing General Partner shall use its best efforts either in taking:
(a) all necessary action and filing all necessary forms and documents deemed reasonable by it in order to qualify or register Units for sale under the securities laws of the jurisdictions requested by you pursuant to Section 6(f) of this Agreement; or
(b) any necessary action and filing any necessary forms deemed reasonable by it in order to obtain an exemption from qualification or registration in those jurisdictions. Notwithstanding, the Managing General Partner may elect not to qualify or register Units in any state or jurisdiction in which it deems the qualification or registration is not warranted for any reason in its sole discretion. The Managing General Partner and its counsel shall inform you as to the states and jurisdictions in which the Units have been qualified for sale or are exempt under the respective securities or Blue Sky laws of those states and jurisdictions. The Managing General Partner, however, has not assumed and will not assume any obligation or responsibility as to your right or any Selling Agent’s right to act as a broker/dealer with respect to the Units in any state or jurisdiction. The Managing General Partner shall provide to you and the Selling Agents for delivery to all offerees and purchasers and their representatives any additional information, documents, and instruments that the Managing General Partner deems necessary to comply with the rules, regulations, and judicial and administrative interpretations in those states and jurisdictions for the offer and sale of the Units in those states. The Managing General Partner shall file all post-offering forms, documents, or materials and take all other actions required by the states and jurisdictions in which the offer and sale of Units have been qualified, registered, or are exempt. However, the Managing General Partner shall not be required to take any action, make any filing, or prepare any document necessary or required in connection with your status or any Selling Agent’s status as a broker/dealer under the laws of any state or jurisdiction. The Managing General Partner shall provide you with copies of all applications, filings, correspondence, orders, other documents, or instruments relating to any application for qualification, registration, exemption, or other approval under applicable state or Federal securities laws for the offering.
State Securities Registration. 8 8. Expense of Sale.......................................................................................
State Securities Registration. The Managing General Partner may elect not to qualify or register Units in any state in which it deems such qualification or registration is not warranted for any reason in its sole discretion. Upon application to the Dealer-Manager you will be informed as to the jurisdictions in which the Units have been qualified for sale or are exempt under the respective securities or "Blue Sky" laws of such jurisdictions. Notwithstanding, the Dealer-Manager, the Partnership and the Managing General Partner have not assumed and will not assume any obligation or responsibility as to your right to act as a broker-dealer with respect to the Units in any such jurisdiction.
State Securities Registration. The Partnership may elect not to qualify or register Units in any state or jurisdiction for any reason in its sole discretion. The Dealer-Manager shall advise you when the Units have been qualified for sale or are exempt from qualification. 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 any jurisdiction.
State Securities Registration. Incident to the offer and sale of the Units, the Partnership shall use its best efforts either in taking:
(a) all necessary action and filing all necessary forms and documents deemed reasonable by it in order to qualify or register Units for sale under the securities laws of the jurisdictions requested by you; or
(b) any necessary action and filing any necessary forms deemed reasonable by it in order to obtain an exemption from qualification or registration in those jurisdictions. Notwithstanding the foregoing, the Partnership may elect not to qualify or register Units in any state or jurisdiction for any reason in its sole discretion. The Partnership shall inform you as to the jurisdictions in which the Units have been qualified for sale or are exempt from qualification. The Partnership and the General Partner have not assumed and will not assume any obligation or responsibility as to your right or any Selling Dealer's right to act as a broker or dealer with respect to the Units in any jurisdiction. The Partnership shall provide to you and the Selling Dealers for delivery to all offerees and purchasers any additional information, documents, and instruments that the Partnership deems necessary to comply with the rules, regulations, and judicial and administrative interpretations of all jurisdictions in which the Units will be offered or sold. The Partnership shall file all post-offering forms, documents, or materials and take all other actions required by the jurisdictions in which the offer and sale of Units has been qualified, registered, or is exempt. However, the Partnership shall not be required to take any action, make any filing, or prepare any document necessary or required in connection with your status or any Selling Dealer's status as a broker or dealer in any jurisdiction. Anthem Securities, Inc. 11 Dealer-Manager Agreement The Partnership shall provide you with copies of all applications, filings, correspondence, orders, other documents, or instruments relating to any application for qualification, registration, or exemption under all applicable securities laws for the offering.
State Securities Registration. The Company will take all necessary action and file all necessary forms and documents in order to qualify or register the Units for sale under the securities laws of the states in which offers or sales will be made, such states to be mutually agreed upon between the Company and the Placement Agent (the "Agreed-Upon States"), or to take any necessary action and file any necessary forms which are required to obtain an exemption from such qualification or registration in such jurisdictions; it being understood that the Company's obligation herein is subject to the Placement Agent not soliciting investors in states other than the Agreed-Upon States and advising the Company and its counsel promptly of the states in which Subscribers who submit Subscription Documents to the Placement Agent reside. The Company will promptly advise the Placement Agent:
(i) if any securities regulator of any state shall make a request or suggestion of or to the Company of any amendment to the Memorandum or any registration materials or for any additional information, including the nature and substance thereof; and
(ii) of the issuance of a stop order suspending the qualification of the Securities for sale in any state, including the initiation or threatening of any proceeding for such purpose, and the Company will use its reasonable best efforts to prevent the issuance of such a stop order, or if such an order shall be issued, to obtain the withdrawal thereof at the earliest reasonably practicable date. The Company will provide the Placement Agent with copies of any additional information, documents and instruments which the Placement Agent's counsel shall determine to be necessary to comply with the rules, regulations and judicial and administrative interpretations in those states and jurisdictions where the Units are to be offered for sale or sold for delivery to all offerees and purchasers. The Company will file all post-offering forms, documents or materials and take all other actions required by states in which the Units have been offered or sold. The Placement Agent will not make offers or sales of the Units in any jurisdiction in which the Units have not been qualified or registered, or are not exempt from such qualification or registration.
State Securities Registration. The Company will cause its counsel to take all necessary action and file all necessary forms and documents in order to obtain an exemption from qualification or registration of the Debentures for sale under the securities laws of the states in which offers or sales will be made, such states to be mutually agreed upon between the Company and the Placement Agent. The Company will promptly advise the Placement Agent:
(i) if any securities regulator of any state shall make a request or suggestion of or to the Company of any amendment to the Memorandum or for any additional information, including the nature and substance thereof, and
(ii) of the issuance of a stop order suspending the sale of the Debentures in any state, including the initiation or threatening of any proceeding for such purpose, and the Company will use its reasonable best efforts to prevent the issuance of such a stop order, or if such an order shall be issued, to obtain the withdrawal thereof at the earliest reasonably practicable date. The Company will provide the Placement Agent with any additional information, documents and instruments which the Placement Agent's counsel shall determine to be necessary to comply with the rules, regulations and judicial and administrative interpretations in those states and jurisdictions where the Units are to be offered for sale or sold for delivery to all offerees and purchasers. The Company will file all post-offering forms, documents or materials and take all other actions required by states in which the Units have been offered or sold. The Placement Agent will not make offers or sales of the Units in any jurisdiction in which the Units are not exempt from qualification or registration.
State Securities Registration. The Company will provide Placement Agent's counsel with all information which such counsel determines to be necessary and otherwise cooperate with such counsel in order to qualify or register the Units for sale under the securities laws of the states in which offers or sales will be made or to take any necessary action and shall have Company counsel file any necessary forms which are required to obtain an exemption from such qualification or registration in such jurisdictions. The Company will promptly advise the Placement Agent:
(i) If any securities regulator of any state shall make a request or suggestion of or to the Company for any amendment to the Memorandum or any registration materials or for any additional information, including the nature and substance thereof; and
(ii) Of the issuance of a stop order suspending the qualification of the Units for sale in any state, including the initiation or threatening of any proceeding for such purpose, and the Company will use reasonable commercial efforts to prevent the issuance of such a stop order, or if such an order shall be issued, to obtain the withdrawal thereof at the earliest practicable date. The Company will provide the Placement Agent for delivery to all offerees and purchasers and their representatives any additional information, documents and instruments which the Placement Agent shall deem necessary to comply with the rules, regulations and judicial and administrative interpretations in those states and jurisdictions where the Units are to be offered for sale or sold. The Company will file all post-offering forms, documents or materials and take all other actions required by states in which the Units have been offered or sold. The Placement Agent will not make offers or sales of the Units in any jurisdiction in which the Units have not been qualified or registered, or are not exempt from such qualification or registration.
State Securities Registration. The Company further covenants, warrants and agrees that:
(a) It will use its best efforts to either take all necessary action and file all necessary forms and documents in order to qualify or register all 625,000 Units in the various states in which the Units are proposed to be offered and to register such number of Units for sale as you shall from time to time request during the course of the Offering or will take any necessary action and file any and all forms which are required to obtain an exemption from such qualification or registration in such states as you and the Company mutually agree upon;
(b) In each jurisdiction where the Units have been registered or qualified or offered in an exempt transaction as provided above, the Company will make and file such statements, documents, materials and reports in each year and take all other actions as are or may be required to be made or filed by the Company by the laws of such jurisdictions, and you will similarly make and file such statements and reports as are required of you after receipt by you of written advice of such requirements by the Company; and
(c) The Company will promptly provide to you for delivery to all offerees and purchasers and their representatives any additional information, documents and instruments which you or the Company deems necessary to comply with the rules, regulations and judicial and administrative interpretations respecting compliance with such exemptions or qualifications and registration requirements in those states where the Units are to be offered or sold.
State Securities Registration. The Company will provide ----------------------------- Placement Agent's counsel with all information which such counsel reasonably determines to be necessary and otherwise cooperate with such counsel, to permit such counsel to take all necessary action and file all necessary forms and documents in order to qualify or register the Shares for sale under the securities laws of the states in which offers or sales will be made or to take any necessary action and file any necessary forms which are required to obtain an exemption from such qualification or registration in such jurisdictions. The Company will pay all fees and expenses of registering or qualifying the Shares for offer and sale in the applicable states, or obtaining exemptions therefrom. The Company will provide the Placement Agent with any additional information, documents and instruments which the Placement Agent's counsel shall determine to be necessary to comply with the rules, regulations and judicial and administration interpretation in those states and jurisdictions where the Shares are to be offered for sale or sold for delivery to all offerees and purchasers. The Company will file all post-offering forms, documents or materials and take all other actions required by states in which the Shares has been offered or sold. The Placement Agent will not make offers or sales of the Shares in any jurisdiction in which the Shares have not been qualified or registered, or are not exempt from such or registration.
