Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, National Association, as escrow agent for Gladstone Land Corporation.” Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscriber. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods: 1. Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus. 2. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to the Company for deposit with the Company in accordance with the procedures set forth in the Prospectus.
Appears in 3 contracts
Samples: Dealer Manager Agreement (GLADSTONE LAND Corp), Participating Dealer Agreement (GLADSTONE LAND Corp), Dealer Manager Agreement (GLADSTONE LAND Corp)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank"Xxxxx Fargo Bank Iowa, National Association, as escrow agent for Gladstone Land CorporationXxxxxxx Commercial Properties REIT.” " Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods in this Article II. Where, pursuant The Dealer Manager may authorize Dealer if Dealer is a "$250,000 broker-dealer" to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer’s , in which case the Dealer will collect the proceeds of the subscriber's checks and issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures:
(a) If the Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks will to the escrow agent by noon of the next business day following receipt of the subscription documents and the check.
(b) If the internal supervisory procedures are to be performed at a different location (the "Final Review Office"), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2Dealer. WhereThe Final Review Office will, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. If requested by the Company or the Dealer Manager, the Dealer shall obtain from subscribers for the Shares, other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers' written acknowledgement and agreement to the office privacy policies of the Company or the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to the Company for deposit with the Company in accordance with the procedures set forth in the ProspectusManager.
Appears in 3 contracts
Samples: Dealer Manager Agreement (Hartman Commercial Properties Reit), Dealer Manager Agreement (Hartman Commercial Properties Reit), Dealer Manager Agreement (Hartman Commercial Properties Reit)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable directly to “UMB BankXxxxx Global Income Trust, National Association, as escrow agent for Gladstone Land Corporation.” Inc. Any Dealer receiving a check Payment not conforming to the foregoing instructions shall return such check Payment directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks Payments received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods in this Article II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks Payments are received from subscribers, checks Payments will be transmitted by the end of the next business day following receipt by the Dealer for deposit directly with to an account designated by the Company in accordance with the procedures set forth in the Prospectus.
2Company. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks Payments will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, transmit by the end of the next business day following receipt at a different location by the Final Review Office, Office such checks Payments an account designated by the Company. Purchase orders which include a completed and executed subscription agreement in “good order” and instruments of payment received by the Company at least five (5) business days prior to the Company for deposit with first calendar day of the month (unless waived by the Dealer Manager) shall be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscription requests will not be accepted by the Company in accordance with before the procedures set forth in later of (i) two business days before the Prospectusfirst calendar day of each month and (ii) three business days after the Company makes the transaction price publicly available.
Appears in 3 contracts
Samples: Selected Dealer Agreement (Hines Global Income Trust, Inc.), Selected Dealer Agreement (Hines Global Income Trust, Inc.), Selected Dealer Agreement (Hines Global Income Trust, Inc.)
Submission of Orders. The Dealer hereby agrees to solicitManager, as an independent contractor and not as the agent of the in its agreements with Dealers, shall require each Dealer Manager or of the Company to:
(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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, i) except as set forth in the Prospectusbelow, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those instruct those persons who purchase Shares will be instructed by the Dealer to make their checks payable to or wire transfer directed to “UMB Bank, National AssociationN.A., as escrow agent Escrow Agent for Gladstone Land Corporation.” Any Dealer receiving a Rodin Global Property Trust, Inc.”;
(ii) after the Company meets the Minimum Offering requirement of $2,000,000, instruct subscribers to make their checks payable to or to send wire transfers for the account of “Rodin Global Property Trust, Inc.;”
(iii) return any check not conforming to the foregoing instructions shall return such check directly to such subscriber. Checks subscriber not later than the end of the next business day following its receipt; provided that checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of in accordance with the methods:procedures in paragraphs (iv) through (vi) below;
1. Where(iv) where, pursuant to the a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are initially received from subscribers, transmit checks will be transmitted by the end of the next business day following receipt of the subscription documents and the check by the Dealer for deposit directly with to the escrow agent or, after the Minimum Offering has been achieved, to the Company in accordance with or to such other account or agent as directed by the procedures set forth in the Prospectus.Company;
2. Where(v) where, pursuant to the a Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), transmit subscription documents and checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)Dealer. The Final Review Office will in turn transmit, transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review OfficeOffice to the escrow agent or, such checks after the Minimum Offering has been achieved, to the Company or to such other account or agent as directed by the Company; and
(vi) deliver checks and completed subscription documents required to be sent to the escrow agent pursuant to this Section 5(j) via overnight courier to UMB Bank, N.A., as Escrow Agent for deposit with the Company in accordance with the procedures set forth in the ProspectusRodin Global Property Trust, Inc., Attention: [•].
Appears in 3 contracts
Samples: Dealer Manager Agreement (Rodin Global Property Trust, Inc.), Dealer Manager Agreement (Rodin Global Property Trust, Inc.), Dealer Manager Agreement (Rodin Global Property Trust, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. 12.1 Those persons who purchase Shares will be instructed by the Dealer Dealers to make their checks payable to “UMB Bank, National Association, N.A. as escrow agent for Gladstone Land Corporation.Xxxxxxx vREIT XXI, Inc.” until such time as Dealer Manager is informed that the minimum escrow offering amount has been reached, and after the minimum offering requirements, the checks should be made payable to “Xxxxxxx vREIT XXI, Inc. Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted to the Escrow Agent until such time as the Dealer Manager is informed that the minimum escrow offering amount has been reached and at such time checks should be transmitted to the Transfer Agent for deposit pursuant to one of the methods:
1methods described in this Section 12. WhereTransmittal of received investor funds will be made in accordance with the following procedures. The Dealer Manager may authorize certain Dealers which are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to such Dealer. In such case, pursuant the Dealer will collect the proceeds of the subscribers’ checks and issue a check for the aggregate amount of the subscription proceeds made payable to the Dealer’s order of the Company (or the escrow agent as the case may be).
12.2 If a Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward the subscription documents and the checks will to the transfer agent by noon of the next business day following receipt of the subscription documents and the check.
12.3 If a Dealer’s internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2Dealer. WhereThe Final Review Office will, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to the transfer agent.
12.4 If requested by the Company, the Dealer Manager shall obtain, and shall cause the Dealers to obtain, from subscribers for the Shares, other documentation reasonably deemed by the Company to be required under applicable law or as may be necessary to reflect the policies of the Company. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the office privacy policies of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to the Company for deposit with the Company in accordance with the procedures set forth in the ProspectusCompany.
Appears in 3 contracts
Samples: Dealer Manager Agreement (Hartman vREIT XXI, Inc.), Dealer Manager Agreement (Hartman vREIT XXI, Inc.), Dealer Manager Agreement (Hartman vREIT XXI, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor15.1. Those persons who purchase Shares will be instructed by the Dealer Manager or the Participating Dealer to make their checks or wires payable to “UMB Bank, National Association, the Company as escrow agent provided in the Memorandum for Gladstone Land Corporation.” the Offering of Shares in the Company or as otherwise provided in written notice by the Dealer Manager to the Participating Dealer as approved in writing by the Company. Any Participating Dealer receiving a check that does not conforming conform to the foregoing instructions in the Memorandum shall promptly return such check directly to such subscriber. Checks received by the Participating Dealer which conform to the foregoing instructions in the Memorandum shall be transmitted for deposit pursuant to one of the methods:methods described in this Section 15.
115.2. WhereIt is understood and agreed that the Company reserves the unconditional right, pursuant in its sole discretion, to reject a subscription in whole or in part for any reason or to refuse to sell any of the Dealer’s internal supervisory proceduresShares to any person. A sale of a Share shall be deemed to be completed if and only if the Company has received properly completed and executed subscription documents, together with payment of the full purchase price of each purchased Share, from or on behalf of an investor who satisfies the applicable suitability standards and minimum purchase requirements set forth in the Memorandum as determined by the Dealer Manager in accordance with the provisions of this Agreement and the Company has accepted such subscription.
15.3. If the Participating Dealer conducts its internal supervisory review is conducted procedures at the same location at which subscription documents and checks are initially received by the Participating Dealer from subscribers, checks will be transmitted then by the end of the next business day following receipt by the Participating Dealer, the Participating Dealer will transmit the subscription documents including the subscription agreements, executed and initialed by the subscriber as provided for deposit directly with in the Memorandum, and the checks to the Company in accordance with or the procedures set forth in the ProspectusCompany’s Transfer Agent.
215.4. Where, If pursuant to the Participating Dealer’s internal supervisory procedures, the Participating Dealer conducts its final and internal supervisory review is conducted procedures at a different locationlocation (the “Final Review Office”) then:
(a) the subscription documents, including the subscription agreements, executed and initialed by the subscriber as provided for in the Memorandum, and checks will be transmitted by the Participating Dealer to the Final Review Office by the end of the next business day following receipt by the Dealer to Participating Dealer; and
(b) the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following their receipt by the Final Review Office, such transmit the subscription documents, including the subscription agreements, executed and initialed by the subscriber as provided for in the Memorandum, and the checks to the Company or the Company’s Transfer Agent.
15.5. Copies of the subscription agreements and the checks will be transmitted by the Dealer Manager for deposit to the Company or its agent at the address provided in the Subscription Agreement, and copies of the checks together with the Company in accordance with original subscription documents, including the procedures set forth subscription agreement, executed and initialed by the subscriber as provided for in the ProspectusMemorandum, will be transmitted by the Dealer Manager to the Company, as soon as practicable, but in no event later than the end of the next business day following the receipt by the Dealer Manager. Checks and the original subscription agreement of rejected potential investors will be promptly returned to such rejected investor within ten (10) business days from the date of the rejection.
15.6. Each Participating Dealer, or its Final Review Office under Section 15.4, shall forward checks and the original subscription documents, including the subscription agreement, executed and initialed by the subscriber as provided for in the Memorandum, to the Dealer Manager by the end of the next business day following their receipt by the Participating Dealer, or their receipt by the Participating Dealer’s Final Review Office as provided in Section 15.4, and the Dealer Manager will then transmit the checks and the original subscription documents, including the subscription agreement, executed and initialed by the subscriber as provided for in the Memorandum, to the Company by the end of the next business day following their receipt by the Dealer Manager.
15.7. Subscription requests, including payment of the full purchase price of the Shares being subscribed, which are received by the Company at least five business days prior to the first calendar day of the month (unless waived by the Dealer Manager), to the extent accepted by the Company, will be executed as of the first calendar day of the month (based on the prior month’s transaction price per Share).
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.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to the Company, except with respect to Pennsylvania and Washington investors. Checks from Pennsylvania investors must be made payable to “UMB Bank, National AssociationN.A., as escrow agent Escrow Agent for Gladstone Land Corporation.Resource Apartment REIT III, Inc.” Any until the Pennsylvania Minimum has been achieved. Checks from Washington investors must be made payable to “UMB Bank, N.A., as Escrow Agent for Resource Apartment REIT III, Inc.” until the Washington Minimum has been achieved. The Dealer receiving a will return any check it receives not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than noon of the next business day following its receipt. Checks received by the Dealer which that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods:
1. : Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks and subscription documents will be transmitted by the end of the next business day following receipt by the Dealer for deposit directly with to the Company, except for investments from Pennsylvania and Washington investors. The Dealer will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company in accordance with or, after the procedures set forth in Pennsylvania Minimum has been achieved, to the Prospectus.
2Company, by the end of the next business day following receipt by the Dealer. The Dealer will transmit checks and subscription documents from Washington investors for deposit to the escrow agent for the Company or, after the Washington Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Dealer. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks and subscription documents will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmitby the end of the next business day following receipt by the Final Review Office transmit such checks and subscription documents for deposit to the Company, except for investments from Pennsylvania and Washington investors. The Final Review Office will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or, after the Pennsylvania Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office, such . The Final Review Office will transmit checks and subscription documents from Washington investors for deposit to the Company escrow agent for deposit with the Company in accordance with or, after the procedures set forth in Washington Minimum has been achieved, to the ProspectusCompany, by the end of the next business day following receipt by the Final Review Office.
Appears in 3 contracts
Samples: Dealer Manager Agreement (Resource Apartment REIT III, Inc.), Dealer Manager Agreement (Resource Apartment REIT III, Inc.), Dealer Manager Agreement (Resource Apartment REIT III, Inc.)
Submission of Orders. Dealer hereby agrees a. In order to solicitpurchase Shares in the Offering, a subscriber must complete and execute a subscription agreement substantially in the form filed as an independent contractor appendix to the Prospectus (a “Subscription Agreement”) and not as deliver to Dealer such completed and executed Subscription Agreement together with a wire transfer or authorization for Dealer to debit such subscriber’s account held at Dealer and to send a wire transfer (“instruments of payment”) in the agent amount of such person’s purchase, which must be at least the minimum purchase amount described in Section 3 herein. Dealer Manager or of the Company (or their affiliates), persons acceptable shall deliver to the Company or its agent such completed and executed Subscription Agreement together with the instrument of payment in the amount of such person’s purchase. The Dealer Manager acknowledges that subscribers will be instructed to purchase send the Shares pursuant Subscription Agreement directly to Dealer, and Dealer will arrange delivery of such documents to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Company or its agent.
b. Those persons who purchase Shares will be instructed by the Dealer to make their checks instruments of payment payable to or for the benefit of “UMB Bank, National Association, Brookfield Real Estate Income Trust Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order received by the Company at least five (5) business days prior to the first calendar day of the month and instruments of payment received by the Company at least two (2) business days prior to the first calendar day of the month (unless waived by the Dealer Manager) will be effective as escrow agent for Gladstone Land Corporationof the first calendar day of such month (based on the prior month’s transaction price).” Any
c. If Dealer receiving receives a check Subscription Agreement or instrument of payment not conforming to the foregoing instructions instructions, Dealer shall promptly return such check Subscription Agreement and instrument of payment directly to such subscriber. Checks Subscription Agreements and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methodsmethods described in this Section 4. Transmittal of received investor funds will be made in accordance with one of the following procedures, as applicable:
1. i. Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents Subscription Agreements and checks instruments of payment are received from subscribers, checks Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit directly with to the Company in accordance with the procedures or its agent as set forth in the ProspectusSubscription Agreement or as otherwise directed by the Company.
2ii. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmitturn, by the end of the next business day following receipt by the Final Review Office, transmit such checks Subscription Agreements and instruments of payment to the Company for deposit with the Company in accordance with the procedures or its agent as set forth in the ProspectusSubscription Agreement or as otherwise directed by the Company.
d. Subscription Agreements received during each month before five (5) business days prior to the first calendar day of the next month will be transmitted at least five (5) business days prior to the first calendar day of the next month and instruments of payment with respect to such transmitted Subscription Agreements will be transmitted at least two (2) business days prior to the first calendar day of the next month as set forth in the Subscription Agreement or as otherwise directed by the Company. Subscription Agreements received from subscribers during the five (5) business day period prior to the first calendar day of a month will be transmitted at least five (5) business days prior to the first calendar day of the month after the next month (the “following month”) and instruments of payment with respect to such transmitted Subscription Agreements will be transmitted at least two (2) business days prior to the first calendar day of the following month.
e. Subscription funds may be transmitted to the Company net of selling commissions and dealer manager fees, as applicable, subject to the terms and conditions set forth in Schedule I attached hereto. Dealer confirms that such transmittal procedures described in this Section 4 comply with applicable laws governing transmittal of funds, including Rule 15c2-4 and 10b-9 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
f. The Dealer Manager acknowledges that in connection with the Offering, Dealer will utilize with its customers making purchases of Shares (“Clients”) a subscription agreement (in a form approved in advance by the Dealer Manager) which will provide that the total purchase price paid by a Client for the Shares shall be comprised of (i) the transaction price for the number of Shares the Client intends to purchase, plus (ii) the applicable upfront selling commissions and dealer manager fees payable to Dealer for such Shares. Such commissions and fees will be collected by Dealer prior to the Client’s funds being transferred to the Company.
Appears in 3 contracts
Samples: Dealer Manager Agreement (Brookfield Real Estate Income Trust Inc.), Dealer Manager Agreement (Oaktree Real Estate Income Trust, Inc.), Adviser Transition Agreement (Oaktree Real Estate Income Trust, Inc.)
Submission of Orders. 14.1 The Dealer hereby agrees Manager may authorize certain Dealers that have “net capital,” as defined in the applicable federal securities regulations, of $250,000 or more, to solicitinstruct their customers to make their checks for Shares subscribed for payable directly to the Dealer. In such case, the Dealer will collect the proceeds of the subscribers’ checks and issue a check made payable to the order of the Company, as an independent contractor described above, for the aggregate amount of the subscription proceeds or wire such funds to the Company. The Dealer Manager and any Dealer receiving a check that does not as conform to the agent of foregoing instructions shall promptly return such check directly to such subscriber. Checks received by the Dealer Manager or Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement methods described in the form attached to the Prospectus this Section 14 and in accordance with the terms of the Prospectus. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as requirements set forth in Rule 15c2-4 promulgated under the Prospectus, Exchange Act.
14.2 It is understood and as required by all applicable laws of all prospective investors agreed that the Company reserves the right in order its sole discretion to ascertain whether a purchase refuse to sell any of the Shares is suitable for each such investor. Those to any person.
14.3 In connection with DRS Settlement (as defined below), those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their checks payable to “UMB Bank, National Association, as escrow agent for Gladstone Land Corporation.” Any Dealer receiving a check not conforming (the “Escrow Agent”). Each person desiring to the foregoing instructions shall return such check directly to such subscriber. Checks received by purchase Shares through the Dealer which conform Manager, or any other Dealer participating in the Offering, will be required to complete and execute the foregoing instructions shall be transmitted for deposit pursuant to one of subscription documents described in the methods:
1Prospectus, if any. WhereIn connection with DRS Settlement, pursuant to the when a Dealer’s internal supervisory procedures, internal supervisory review is procedures are conducted at the same location site at which the subscription documents agreement and checks are check were initially received by such Dealer from subscribersthe subscriber, checks will be transmitted the Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following receipt by of the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2check and subscription agreement. WhereWhen, pursuant to the a Dealer’s internal supervisory procedures, such Dealer’s final and internal supervisory review is procedures are conducted at a different locationlocation (the “Final Review Office”), checks will be transmitted such Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following such Dealer’s receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)subscription agreement and check. The Final Review Office will in turn transmitwill, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by a Dealer participating in this Offering is rejected by the Final Review OfficeDealer Manager or the Company, such checks then the subscription agreement and check will be returned to the rejected subscriber within thirty (30) days from the date of rejection.
14.4 The Company for deposit with will sell the Shares using two closing services provided by the Depository Trust Company (“DTC”). The first service is DTC closing (“DTC Settlement”), and the second service is Direct Registration Service (“DRS Settlement”). A sale of Shares shall be deemed by the Company to be completed if and only if (i) the Company has received payment of the full purchase price of purchased Shares, from an investor who satisfies the minimum purchase requirements set forth in the Prospectus as determined by the Dealer Manager or other Dealer participating in this Offering, as applicable, in accordance with the procedures set forth provisions of this Agreement, (ii) the Company has accepted such subscription, and, if using DRS Settlement, a properly completed and executed subscription agreement, and (iii) such investor has been admitted as a stockholder of the Company. In addition, no sale of Shares shall be completed until after the date on which the subscriber receives a copy of the Prospectus. The Dealer Manager hereby acknowledges and agrees that the Company, in its sole and absolute discretion, may accept or reject any subscription, in whole or in part, for any reason whatsoever or no reason, and no dealer manager fee in the Prospectusamount of up to 3.0% (as described in Section 5.1) will be paid to the Dealer Manager with respect to that portion of any subscription which is rejected.
Appears in 3 contracts
Samples: Dealer Manager Agreement (GLADSTONE LAND Corp), Dealer Manager Agreement (GLADSTONE LAND Corp), Dealer Manager Agreement (GLADSTONE LAND Corp)
Submission of Orders. 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 Each person desiring to purchase the Shares pursuant to the subscription agreement in the form attached Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the Prospectus and in accordance with amount of such person’s purchase, which must be at least the terms of the Prospectus. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as minimum purchase amount set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks instruments of payment payable to or for the benefit of “UMB BankBGO Industrial Real Estate Income Trust, National Association, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Company) will be executed as escrow agent for Gladstone Land Corporation.” Any of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receiving receives a check Subscription Agreement or instrument of payment not conforming to the foregoing instructions instructions, Dealer shall return such check Subscription Agreement and instrument of payment directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks Subscription Agreements and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methodsmethods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures:
1. (a) Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents Subscription Agreements and checks instruments of payment are received from subscribers, checks Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit directly with to the Company in accordance with the procedures or its agent as set forth in the ProspectusSubscription Agreement or as otherwise directed by the Company.
2. (b) Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmitturn, by the end of the next business day following receipt by the Final Review Office, transmit such checks Subscription Agreements and instruments of payment for deposit to the Company for deposit with the Company in accordance with the procedures or its agent as set forth in the ProspectusSubscription Agreement or as otherwise directed by the Company.
Appears in 3 contracts
Samples: Dealer Manager Agreement (BGO Industrial Real Estate Income Trust, Inc.), Dealer Manager Agreement (BGO Industrial Real Estate Income Trust, Inc.), Dealer Manager Agreement (BGO Industrial Real Estate Income Trust, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank"Behringer Harvard REIT I, National Association, as escrow agent for Gladstone Land Corporation.” Inc." Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods in this Article II. Where, pursuant The Dealer Manager may authorize Dealer if Dealer is a "$250,000 broker-dealer" to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer’s , in which case the Dealer will collect the proceeds of the subscriber's checks and issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures:
(a) If the Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks will to the escrow agent by noon of the next business day following receipt of the subscription documents and the check.
(b) If the internal supervisory procedures are to be performed at a different location (the "Final Review Office"), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2Dealer. WhereThe Final Review Office will, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. If requested by the Company or the Dealer Manager, the Dealer shall obtain from subscribers for the Shares, other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers' written acknowledgement and agreement to the office privacy policies of the Company or the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to the Company for deposit with the Company in accordance with the procedures set forth in the ProspectusManager.
Appears in 3 contracts
Samples: Dealer Manager Agreement (Behringer Harvard Reit I Inc), Dealer Manager Agreement (Behringer Harvard Reit I Inc), Dealer Manager Agreement (Behringer Harvard Reit I Inc)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. 12.1 Those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their checks payable to “UMB Bank"Xxxxx Fargo Bank Iowa, National Association, as escrow agent for Gladstone Land CorporationXxxxxxx Commercial Properties REIT.” Any " The Dealer Manager and any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer Manager or Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods described in this Section 12. Where, pursuant Transmittal of received investor funds will be made in accordance with the following procedures. The Dealer Manager may authorize certain Dealers which are "$250,000 broker-dealers" to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer’s . In such case, the Dealer will collect the proceeds of the subscribers' checks and issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent.
12.2 If a Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks will to the escrow agent by noon of the next business day following receipt of the subscription documents and the check.
12.3 If a Dealer's internal supervisory procedures are to be performed at a different location (the "Final Review Office"), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer. The Final Review Office will, by the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check.
12.4 Any check received by the Dealer for deposit Manager directly with or as processing broker-dealer from the Company Dealers will, in accordance with the procedures set forth in the Prospectus.
2. Whereall cases, pursuant be forwarded to the Dealer’s internal supervisory proceduresescrow agent as soon as practicable, final and internal supervisory review is conducted at a different location, checks will be transmitted but in any event by the end of the next second business day following receipt by the Dealer Manager of the subscription documents and check. Checks of rejected subscribers will be promptly returned to such subscribers.
12.5 If requested by the Company, the Dealer Manager shall obtain, and shall cause the Dealers to obtain, from subscribers for the Shares, other documentation reasonably deemed by the Company to be required under applicable law or as may be necessary to reflect the policies of the Company. Such documentation may include, without limitation, subscribers' written acknowledgement and agreement to the office privacy policies of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to the Company for deposit with the Company in accordance with the procedures set forth in the ProspectusCompany.
Appears in 3 contracts
Samples: Dealer Manager Agreement (Hartman Commercial Properties Reit), Dealer Manager Agreement (Hartman Commercial Properties Reit), Dealer Manager Agreement (Hartman Commercial Properties Reit)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, Except as set forth in the Prospectusbelow, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those those persons who purchase Shares shall be instructed by the Dealer to make their checks payable to or wire transfer directed to “[•], as Escrow Agent for Rodin Income Trust, Inc.” After the Company meets the Minimum Offering requirement of $2,000,000, subscribers will be instructed by the Dealer to make their checks payable to or to send wire transfers for the account of “UMB BankRodin Income Trust, National Association, as escrow agent for Gladstone Land Corporation.Inc.” Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of in accordance with the methods:
1following procedures. Where, pursuant to the a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are initially received from subscribers, checks will be transmitted by the end of the next business day following receipt of the subscription documents and the check by the Dealer for deposit directly with to the escrow agent or, after the Minimum Offering has been achieved, to the Company in accordance with or to such other account or agent as directed by the procedures set forth in the Prospectus.
2Company. Where, pursuant to the a Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), subscription documents and checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)Dealer. The Final Review Office will in turn transmit, transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review OfficeOffice to the escrow agent or, such checks after the Minimum Offering has been achieved, to the Company or to such other account or agent as directed by the Company. Dealer agrees to be bound by the terms of the Escrow Agreement executed as of , 2016, by [•], as Escrow Agent, the Dealer Manager and the Company. Dealers shall deliver checks and completed subscription documents required to be sent to the escrow agent pursuant to this Section II via overnight courier to [•], as Escrow Agent for deposit with the Company in accordance with the procedures set forth in the ProspectusRodin Income Trust, Inc., Attention: [•].
Appears in 3 contracts
Samples: Selected Dealer Agreement (Rodin Income Trust, Inc.), Selected Dealer Agreement (Rodin Income Trust, Inc.), Selected Dealer Agreement (Rodin Income Trust, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB "Wells Fargo Bank, National AssociationN.A., as Escrow Agent for Hines Real Estate Investmexx Xxust, Inc." where appropriate, or directxx xx Hines Real Estate Investment Trust, Inc after the Minimum Offering has xxxx achieved. Dealer hereby agrees to be bound by the terms of the Amended and Restated Escrow Agreement executed as of February 25, 2004, between Wells Fargo Bank, N.A., as escrow agent for Gladstone Land Corporation.” agent, and the Company. Any Dealer receiving rxxxxxing a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods in this Article II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s 's internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer to the Company for deposit with an escrow agent, where appropriate, or for deposit directly with the Company in accordance with after the procedures set forth in the Prospectus.
2Minimum Offering has been achieved. Where, pursuant to the Dealer’s 's internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “"Final Review Office”"). The Final Review Office will in turn transmit, transmit by the end of the next business day following receipt at a different location by the Final Review Office, Office such checks to the Company for deposit with an escrow agent, where appropriate, or for deposit directly with the Company in accordance with after the procedures set forth in the ProspectusMinimum Offering has been achieved.
Appears in 3 contracts
Samples: Dealer Manager Agreement (Hines Real Estate Investment Trust Inc), Dealer Manager Agreement (Hines Real Estate Investment Trust Inc), Dealer Manager Agreement (Hines Real Estate Investment Trust Inc)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their checks payable to “UMB BankBehringer Harvard Opportunity REIT II, National Association, as escrow agent for Gladstone Land Corporation.Inc.” Any Dealer receiving a check not conforming to the foregoing instructions set forth above shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions set forth above shall be transmitted for deposit pursuant to one of the methods:
1methods in this Article II. Where, pursuant The Dealer Manager may authorize Dealer if Dealer is a “$250,000 broker-dealer” to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check for the aggregate amount of the subscription proceeds made payable to “Behringer Harvard Opportunity REIT II, Inc.” Checks of rejected subscribers will be promptly returned to such subscribers. Transmittal of received investor funds will be made in accordance with the following procedures:
(a) If the Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward the subscription documents and checks will be transmitted (i) by way of U.S. Mail to Behringer Harvard Investment Services, X.X. Xxx 000000, Xxxxxx Xxxx, Xxxxxxxx 00000-0000 (“Investment Services”) or (ii) by way overnight delivery or express mail to Investment Services, 000 Xxxx 0xx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000-0000 by the end of the next business day following receipt by of the Dealer for deposit directly with subscription documents and the Company in accordance with the procedures set forth in the Prospectuscheck.
2. Where, pursuant to (b) If the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted procedures are to be performed at a different locationlocation (the “Final Review Office”), checks will the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)Dealer. The Final Review Office will in turn transmitwill, by the end of the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to Investment Services. If requested by the Final Review OfficeCompany or the Dealer Manager, such checks the Dealer shall obtain from subscribers for the Shares, other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the Company for deposit with privacy policies of the Company in accordance with or the procedures set forth in the ProspectusDealer Manager.
Appears in 2 contracts
Samples: Dealer Manager Agreement (Behringer Harvard Opportunity REIT II, Inc.), Dealer Manager Agreement (Behringer Harvard Opportunity REIT II, Inc.)
Submission of Orders. Dealer hereby agrees to solicit, as an independent contractor and not 12.1 Until such time as the agent of Company has received and accepted subscriptions for at least 200,000 shares and released the Dealer Manager or of the Company proceeds from such subscriptions from escrow (or their affiliatessuch greater amount as may be applicable in respect of any greater escrow in respect of subscribers from New York and Pennsylvania), 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their checks payable to “UMB Bank, National Association, as escrow agent for Gladstone Land Corporation.” Any provided in the Escrow Agreement. The Dealer Manager and any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer Manager or Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods described in this Section 12. Where, pursuant Transmittal of received investor funds will be made in accordance with the following procedures. The Dealer Manager may authorize certain Dealers which are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer’s . In such case, the Dealer will collect the proceeds of the subscribers’ checks and issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent, or if instructed by the Dealer Manager as provided above, made payable to the order of the Company.
12.2 If a Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks will to the escrow agent or the Dealer Manager, as applicable, by noon of the next business day following receipt of the subscription documents and the check.
12.3 If a Dealer’s internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer. The Final Review Office will, by the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check.
12.4 Any check received by the Dealer for deposit Manager directly with or as processing broker-dealer from the Company Dealers will, in accordance with the procedures set forth in the Prospectus.
2. Whereall cases, pursuant be forwarded to the Dealer’s internal supervisory proceduresescrow agent as soon as practicable, final and internal supervisory review is conducted at a different location, checks will be transmitted but in any event by the end of the next second business day following receipt by the Dealer Manager of the subscription documents and check. Checks of rejected subscribers will be promptly returned to such subscribers.
12.5 If requested by the Company, the Dealer Manager shall obtain, and shall cause the Dealers to obtain, from subscribers for the Shares, other documentation reasonably deemed by the Company to be required under applicable law or as may be necessary to reflect the policies of the Company. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the office privacy policies of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to the Company for deposit with the Company in accordance with the procedures set forth in the ProspectusCompany.
Appears in 2 contracts
Samples: Dealer Manager Agreement (Behringer Harvard Opportunity REIT I, Inc.), Dealer Manager Agreement (Behringer Harvard Opportunity REIT I, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. 12.1 Those persons who purchase Shares will be instructed by the Dealer Dealers to make their checks payable to “UMB BankXxxxxxx Short Term Income Properties XX, National Association, as escrow agent for Gladstone Land Corporation.” Inc.”. Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted to the Transfer Agent for deposit pursuant to one of the methods:
1methods described in this Section 12. WhereTransmittal of received investor funds will be made in accordance with the following procedures. The Dealer Manager may authorize certain Dealers which are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to such Dealer. In such case, pursuant the Dealer will collect the proceeds of the subscribers’ checks and issue a check for the aggregate amount of the subscription proceeds made payable to the Dealer’s order of the Company.
12.2 If a Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward the subscription documents and the checks will to the transfer agent by noon of the next business day following receipt of the subscription documents and the check.
12.3 If a Dealer’s internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2Dealer. WhereThe Final Review Office will, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to the transfer agent.
12.4 If requested by the Company, the Dealer Manager shall obtain, and shall cause the Dealers to obtain, from subscribers for the Shares, other documentation reasonably deemed by the Company to be required under applicable law or as may be necessary to reflect the policies of the Company. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the office privacy policies of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to the Company for deposit with the Company in accordance with the procedures set forth in the ProspectusCompany.
Appears in 2 contracts
Samples: Dealer Manager Agreement (Hartman Short Term Income Properties XX, Inc.), Dealer Manager Agreement (Hartman Short Term Income Properties XX, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. 12.1 Those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their checks payable to “UMB BankBehringer Harvard Opportunity REIT II, National Association, as escrow agent for Gladstone Land Corporation.Inc.” Any The Dealer Manager and any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer Manager or Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods described in this Section 12. Where, pursuant The Dealer Manager may authorize certain Dealers which are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer’s . In such case, the Dealer will collect the proceeds of the subscribers’ checks and issue a check for the aggregate amount of the subscription proceeds made payable to “Behringer Harvard Opportunity REIT II, Inc.” Checks of rejected subscribers will be promptly returned to such subscribers. Transmittal of received investor funds will be made in accordance with the following procedures.
12.2 If a Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward the subscription documents and checks will be transmitted (i) by way of U.S. Mail to Behringer Harvard Investment Services, X.X. Xxx 000000, Xxxxxx Xxxx, Xxxxxxxx 00000-0000 (“Investment Services”) or (ii) by way overnight delivery or express mail to Investment Services, 000 Xxxx 0xx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000-0000 by the end of the next business day following receipt by of the Dealer for deposit directly with subscription documents and the Company in accordance with the procedures set forth in the Prospectuscheck.
2. Where, pursuant to the 12.3 If a Dealer’s internal supervisory procedures, final and internal supervisory review is conducted procedures are to be performed at a different locationlocation (the “Final Review Office”), checks will the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)Dealer. The Final Review Office will in turn transmitwill, by the end of the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to Investment Services.
12.4 If requested by the Final Review OfficeCompany, such checks the Dealer Manager shall obtain, and shall cause the Dealers to obtain, from subscribers for the Shares, other documentation reasonably deemed by the Company to be required under applicable law or as may be necessary to reflect the policies of the Company. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the Company for deposit with privacy policies of the Company in accordance with the procedures set forth in the ProspectusCompany.
Appears in 2 contracts
Samples: Dealer Manager Agreement (Behringer Harvard Opportunity REIT II, Inc.), Dealer Manager Agreement (Behringer Harvard Opportunity REIT II, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their checks payable to “UMB BankBehringer Harvard Multifamily REIT I, National Association, as escrow agent for Gladstone Land Corporation.Inc.” Any Dealer receiving a check not conforming to the foregoing instructions as set forth above, as applicable, shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions as set forth above, as applicable, shall be transmitted for deposit pursuant to one of the methods:
1methods in this Article II. Where, pursuant The Dealer Manager may authorize Dealer if Dealer is a “$250,000 broker-dealer” to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check for the aggregate amount of the subscription proceeds made payable to “Behringer Harvard Multifamily REIT I, Inc.” Transmittal of received investor funds will be made in accordance with the following procedures:
(a) If the Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit directly with shall forward (i) the Company in accordance with subscription documents to Investment Services and (ii) the procedures set forth in the Prospectus.
2. Wherechecks to Investment Services, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmitas applicable, by the end of the next business day following receipt by of the subscription documents and the check.
(b) If the internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review OfficeOffice by the end of the next business day following receipt of the subscription documents and check by the Dealer. The Final Review Office will, such checks by the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to Investment Services in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. If requested by the Company or the Dealer Manager, the Dealer shall obtain from subscribers for the Shares, other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the Company for deposit with privacy policies of the Company in accordance with or the procedures set forth in the ProspectusDealer Manager.
Appears in 2 contracts
Samples: Dealer Manager Agreement (Behringer Harvard Multifamily Reit I Inc), Dealer Manager Agreement (Behringer Harvard Multifamily Reit I Inc)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, National Association"Trust Company of America, as escrow agent for Gladstone Land Corporation.” NNN H/O REIT" unless and until the Minimum Offering is obtained. Thereafter, persons who purchase Shares will be instructed by the Dealer to make their checks payable to "NNN Healthcare/Office REIT, Inc." Any Dealer receiving a check prior to the time that the Minimum Offering is obtained that does not conforming conform to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods:
1. Where, pursuant to the Dealer’s 's internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit directly with either to an escrow agent for the Company in accordance with or, after the procedures set forth in Minimum Offering has been achieved, to the ProspectusCompany.
2. Where, pursuant to the Dealer’s 's internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”"FINAL REVIEW OFFICE"). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, transmit such checks for deposit to either the escrow agent for the Company or, after the Minimum Offering has been achieved, to the Company for Company.
3. If the Dealer receives a check that is made payable to the Escrow Agent after the Minimum Offering is obtained, the Dealer shall deposit such check with the Company in accordance with the procedures set forth in the ProspectusEscrow Agent.
Appears in 2 contracts
Samples: Dealer Manager Agreement (NNN Healthcare/Office REIT, Inc.), Dealer Manager Agreement (NNN Healthcare/Office REIT, Inc.)
Submission of Orders. 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 Each person desiring to purchase Offered Shares in the Shares pursuant Offering will be required to the subscription agreement complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to Selected Dealer such completed Subscription Agreement, together with a check, draft or wire (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Selected Dealer shall only offer to sell and accept completed Subscription Agreements and Subscription Payments for classes of Offered Shares that it is authorized to sell on Schedule 1 to this Agreement and in accordance with the offering terms of the Prospectus. Dealer hereby agrees to diligently make inquiries as required by this Agreement, and conditions as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons Persons who purchase Offered Shares will be instructed by the Dealer to shall make their checks payable to “UMB BankFS Credit Real Estate Income Trust.” Each person desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, National Associationrather than a number of Offered Shares and, as escrow agent for Gladstone Land Corporation.” Any a result, may receive fractional Offered Shares. Purchase orders which include a completed and executed Subscription Agreement in good order received by the Company at least five (5) business days prior to the first calendar day of the month (unless waived by the Dealer Manager or otherwise agreed to herein) will be executed as of the first calendar day of the month. Selected Dealer receiving a check Subscription Agreement and Subscription Payment not conforming to the foregoing instructions or for a class of Offered Shares that Selected Dealer is not authorized to sell on Schedule 1 of this Agreement, or for a sale of Offered Shares not meeting the offering terms and conditions of the Prospectus, shall return such check Subscription Agreement and Subscription Payment directly to such subscribersubscriber not later than the end of the second business day following receipt by Selected Dealer of such materials. Checks Subscription Agreements and Subscription Payments received by the Selected Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods described in this Section II. WhereIf Selected Dealer instructs its customers to make its check for Offered Shares subscribed for payable directly to Selected Dealer, pursuant in which case Selected Dealer will collect the proceeds of the subscriber’s check and issue a check for the aggregate amount of the subscription proceeds made payable to the Dealer’s internal supervisory procedures, order of “FS Credit Real Estate Income Trust,” Selected Dealer represents that it is a “$250,000” broker dealer.
(a) If Selected Dealer conducts its internal supervisory review is conducted at the same location at which subscription documents Subscription Agreements and checks Subscription Payments are received from subscribers, checks will be transmitted then, by the end noon of the next business day following receipt by Selected Dealer, Selected Dealer will transmit the Dealer Subscription Agreements and Subscription Payment for deposit directly with to the Company in accordance with the procedures set forth in the Prospectusthrough its designated agent or directly to its designated agent.
2. Where, pursuant to the Dealer’s internal supervisory procedures, final and (b) If Selected Dealer conducts its internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), checks Subscription Agreements and Subscription Payments will be transmitted by Selected Dealer to the end Final Review Office by noon of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)Selected Dealer. The Final Review Office will in turn transmit, by the end noon of the next business day following receipt by the Final Review Office, transmit such checks Subscription Agreements and Subscription Payment for deposit to the Escrow Agent, or after the Minimum Offering has been achieved, to the Company for deposit with or its designated agent. Selected Dealer understands that the Company reserves the unconditional right to reject any order, in accordance whole or in part, for any or no reason. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, Selected Dealer shall cause the procedures set forth in custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly to the ProspectusTransfer Agent. Selected Dealer shall furnish with each delivery of Subscription Payments a list of the subscribers showing the name, U.S. address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the amount of money paid.
Appears in 2 contracts
Samples: Selected Dealer Agreement (FS Credit Real Estate Income Trust, Inc.), Dealer Manager Agreement (FS Credit Real Estate Income Trust, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to shall make their checks payable to “UMB BankXxxx Office & Industrial REIT (CCIT II), National AssociationInc.” or alternatively, as escrow agent for Gladstone Land Corporation“CCIT II” or, in the event that the purchase is made using a Joint Subscription Agreement, “Xxxx REIT.” Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscriber. Checks received by the Dealer which that conform to the foregoing instructions shall be transmitted for deposit pursuant as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer”, to one of the methods:
1. Where, pursuant instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer’s , in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures:
(a) If the Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents and the checks will to the Company by the end of the next business day following receipt of the subscription documents and the checks.
(b) If the internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)subscription documents and check. The Final Review Office will in turn transmitwill, by the end of the next business day following receipt by the Final Review OfficeOffice of the subscription documents and check, such conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents and the checks to the Company for deposit with the Company in accordance with the procedures set forth in the ProspectusCompany.
Appears in 2 contracts
Samples: Dealer Manager Agreement (Cole Office & Industrial REIT (CCIT II), Inc.), Dealer Manager Agreement (Cole Office & Industrial REIT (CCIT II), Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, National AssociationN.A., as escrow agent Escrow Agent for Gladstone Land Corporation.Xxxxxxx-Benefit Street Partners BDC Corp.” where appropriate, or directly to Xxxxxxx-Benefit Street Partners BDC Corp. after the Minimum Offering has been achieved. Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than noon Eastern Time of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods in this Article II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end noon Eastern Time of the next business day following receipt by the Dealer to the Company for deposit with an escrow agent, where appropriate, or for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2Company. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end noon Eastern Time of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, transmit by the end 5:00 pm Eastern Time of the next business day following receipt at a different location by the Final Review Office, Office such checks to the Company for deposit with an escrow agent, where appropriate, or for deposit directly with the Company. Dealers understand that the Company reserves the unconditional right to reject any order, in accordance whole or in part, for any or no reason. Notwithstanding the foregoing, with respect to any offered Shares to be purchased by a custodial account, the procedures set forth in processing broker-dealer shall cause the Prospectuscustodian of such account to deliver a completed subscription agreement and subscription payment for such account directly to the transfer agent. The processing broker-dealer shall furnish with each delivery of subscription payments a list of the subscribers showing the name, address, tax identification number, state of residence, amount of offered Shares subscribed for, and the amount of money paid.
Appears in 2 contracts
Samples: Dealer Manager Agreement (Griffin-Benefit Street Partners BDC Corp.), Dealer Manager Agreement (Griffin-Benefit Street Partners BDC Corp.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, Except as set forth in the Prospectusbelow, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares subscribers will be instructed by the Dealer to make their checks payable to or to send wire transfers for the account of “UMB BankCantor Xxxxxxxxxx Income Trust, National Association, as escrow agent for Gladstone Land Corporation.Inc.” Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of in accordance with the methods:
1following procedures. Where, pursuant to the a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are initially received from subscribers, checks will be transmitted by the end of the next business day following receipt of the subscription documents and the check by the Dealer for deposit directly with to the Company in accordance with or to such other account or agent as directed by the procedures set forth in the Prospectus.
2Company. Where, pursuant to the a Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), subscription documents and checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)Dealer. The Final Review Office will in turn transmit, transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review Office, such checks Office to the Company for deposit with or to such other account or agent as directed by the Company. Subscription orders which include completed and executed subscription documents in “good order” and instruments of payment received by the Company at least five (5) business days prior to the first calendar day of the month (unless waived by the Dealer Manager) shall be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscription requests will not be accepted by the Company before the later of (i) two business days before the first calendar day of each month and (ii) three business days after the Company makes the transaction price publicly available. Any repurchase requests must be made in accordance with the applicable procedures set forth described in the ProspectusCompany’s offering document, the Company’s share repurchase plan, and applicable law, rules and regulations. The parties acknowledge and agree that a repurchase request is not received in “good order’’ unless the repurchase request and all required documentation is complete and received by the Company’s transfer agent by the applicable repurchase request deadline described in the Company’s offering document or otherwise specified by the Company in writing.
Appears in 2 contracts
Samples: Selected Dealer Agreement (Cantor Fitzgerald Income Trust, Inc.), Selected Dealer Agreement (Cantor Fitzgerald Income Trust, Inc.)
Submission of Orders. Dealer hereby agrees (a) Each person desiring to solicit, as an independent contractor purchase Units in the Offering will be required to complete and not as the agent of execute a Subscription Agreement and to deliver to the Dealer Manager or of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement such completed and executed Subscription Agreement together with a Payment in the form attached amount of such person’s purchase, which, unless otherwise agreed to by the Prospectus and in accordance with Company, must be at least the terms of the Prospectus. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as minimum purchase amount set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares Units will be instructed by the Dealer to make their checks Payments payable to or for the benefit of “UMB BankBelpointe PREP, National Association, as escrow agent for Gladstone Land CorporationLLC.” Any Purchase orders that include a completed and executed Subscription Agreement in good order and Payment received by the Company at least five business days prior to the first calendar day of any calendar quarter (unless waived by the Company) will be executed as of the last business day of such calendar (based on such calendar quarter’s Purchase Price).
(b) If the Dealer receiving receives a check Subscription Agreement or Payment not conforming to the foregoing instructions instructions, the Dealer shall return such check Subscription Agreement and Payment directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks Subscription Agreements and Payments received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methodsmethods described in this Section 2. Transmittal of received investor funds will be made in accordance with one of the following procedures, as applicable:
1. (i) Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents Subscription Agreements and checks Payments are received from subscribers, checks Subscription Agreements and Payments will be transmitted by the end of the next business day following receipt by the Dealer for deposit directly with to the Company in accordance with the procedures or its agent as set forth in the ProspectusSubscription Agreement or as otherwise directed by the Company.
2. (ii) Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks Subscription Agreements and Payments will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmitturn, by the end of the next business day following receipt by the Final Review Office, transmit such checks Subscription Agreements and Payment for deposit to the Company for deposit with the Company in accordance with the procedures or its agent as set forth in the ProspectusSubscription Agreement or as otherwise directed by the Company.
Appears in 2 contracts
Samples: Participating Dealer Agreement (Belpointe PREP, LLC), Participating Dealer Agreement (Belpointe PREP, LLC)
Submission of Orders. 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 Each person desiring to purchase Shares in the Shares pursuant Offering will be required to the subscription agreement complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in accordance with the terms amount of $10 per Share, or such discounted purchase price per Share that may apply based upon the volume of Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. Dealer hereby agrees to diligently make inquiries There shall be a minimum purchase by any one person of 100 Shares (except as required by this Agreement, as set forth otherwise indicated in the Prospectus, and as required by all applicable laws of all prospective investors or in order any letter or memorandum from the Company to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, National Association, as escrow agent for Gladstone Land Corporation.” Manager). Any Dealer receiving a check Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall return such check directly be returned to such subscribersubscriber not later than the end of the second business day following receipt by Participating Dealer of such materials. Checks Subscription Agreements and instruments of payment received by the Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods:
1. Where(a) where, pursuant to the Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents Subscription Agreements and checks instruments of payment are received from subscribers, checks will be transmitted then, by the end of the next business day following receipt by Participating Dealer Participating Dealer will transmit the Subscription Agreements to the Escrow Agent (as defined below) and shall effect a wire transfer in immediately available federal funds from Participating Dealer to the Escrow Agent using the wire transfer instructions attached hereto or such other wiring instructions as the Dealer for deposit directly with Manager may provide Participating Dealer from time to time (the Company in accordance with “Wire Transfer Instructions”) of the procedures set forth in subscribers’ subscription funds represented by the Prospectus.instructions of payment received by Participating Dealer (it being understood that Participating Dealer will transmit all subscription funds to the Escrow Agent by wire transfer regardless of the form of the instruction of payment received by Participating Dealer and that such wire transfer shall specify the subscriber(s) that it benefits); and
2. Where(b) where, pursuant to the Participating Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks location (the “Final Review Office”); Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the Final Review Office by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Dealer. The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, transmit such checks Subscription Agreements to the Company for deposit with Escrow Agent and shall effect a wire transfer in immediately available federal funds from Participating Dealer to the Escrow Agent using Wire Transfer Instructions of the subscribers’ subscription funds represented by the instructions of payment received by Participating Dealer (it being understood that Participating Dealer will transmit all subscription funds to the Escrow Agent by wire transfer regardless of the form of the instruction of payment received by Participating Dealer and that such wire transfer shall specify the subscriber(s) that it benefits). It being understood that the Company reserves the unconditional right to reject any order for any or no reason. Notwithstanding the foregoing, with respect to any Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement for such account directly to the Escrow Agent and to effect a wire transfer of such account’s subscription funds in accordance immediately available federal funds to the Escrow Agent using the Wire Transfer Instructions. The Participating Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the procedures set forth in subscribers showing the Prospectusname, address, tax identification number, state of residence, amount of Shares subscribed for, and the amount of money paid. Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated , 2004 (the “Escrow Agreement”), by and among Deutsche Bank Trust Company Americas, as escrow agent (the “Escrow Agent”), and the Company.
Appears in 2 contracts
Samples: Dealer Manager Agreement (Paladin Realty Income Properties Inc), Dealer Manager Agreement (Paladin Realty Income Properties Inc)
Submission of Orders. 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 Each person desiring to purchase the Shares pursuant to the subscription agreement in the form attached Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the Prospectus and in accordance with amount of such person’s purchase, which must be at least the terms of the Prospectus. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as minimum purchase amount set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks instruments of payment payable to “UMB Bank, National Association, as or for the benefit of the escrow agent described in the Prospectus and Subscription Agreement for Gladstone Land Corporation.any Offering in which there is a minimum offering contingency described in the Prospectus (the “Minimum Offering”) that has not yet been satisfied. If no such Minimum Offering is applicable or has already been satisfied in accordance with the Prospectus, then those persons who purchase Shares will be instructed by Dealer to make their instruments of payment payable to or for the benefit of “Starwood Real Estate Income Trust, Inc.” Any The Dealer receiving Manager or the Company shall notify Dealer at least five (5) business days prior to the date Dealer must provide to the Company instruments of payment to fund subscriber purchase orders solely for the initial issuance of Shares in connection with the satisfaction of any applicable Minimum Offering contingency. On the date specified in the notice, Dealer shall deliver such instruments of payment in the amount of the transaction price (as defined in Section 3 below) and applicable selling commissions and dealer manager fees for all subscribers’ purchases for deposit to the escrow account. Selling commissions and dealer manager fees may be delivered to a check separate bank account as agent or trustee for the persons who have the beneficial interests therein rather than the escrow account. After the Minimum Offering is satisfied, purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions instructions, Dealer shall return such check Subscription Agreement and instrument of payment directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks Subscription Agreements and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents Subscription Agreements and checks instruments of payment are received from subscribers, checks Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit directly with to the Company escrow agent described in the Prospectus and Subscription Agreement for any Offering in which a Minimum Offering is applicable and has not yet been satisfied. If no such Minimum Offering is applicable or has been satisfied in accordance with the procedures set forth in the Prospectus.
2. Where, pursuant to the Dealer’s internal supervisory procedures, final then Subscription Agreements and internal supervisory review is conducted at a different location, checks instruments of payment will be transmitted by the end of the next business day following receipt by Dealer to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where, pursuant to Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmitturn, by the end of the next business day following receipt by the Final Review Office, transmit such checks Subscription Agreements and instruments of payment for deposit to the Company escrow agent described in the Prospectus and Subscription Agreement for deposit with the Company any Offering in which a Minimum Offering is applicable and has not yet been satisfied. If no such Minimum Offering is applicable or has been satisfied in accordance with the procedures Prospectus, then the Final Review Office will, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment to the Company or its agent as set forth in the ProspectusSubscription Agreement or as otherwise directed by the Company.
Appears in 2 contracts
Samples: Selected Dealer Agreement (Starwood Real Estate Income Trust, Inc.), Selected Dealer Agreement (Starwood Real Estate Income Trust, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to the Company, except for subscriptions to purchase Class T Shares from Benefit Plan Investors. Checks from Benefit Plan Investors subscribing to purchase Class T Shares must be made payable to “UMB Bank, National AssociationN.A., as escrow agent for Gladstone Land Corporation.KBS Strategic Opportunity REIT II, Inc.” Any until the Ownership Condition has been satisfied. The Dealer receiving a will return any check it receives not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods:
1. : Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit directly with to the Company in accordance with or its agent, except for subscriptions to purchase Class T Shares from Benefit Plan Investors. The Dealer will transmit checks from Benefit Plan Investors who are subscribing to purchase Class T Shares for deposit to the procedures set forth in escrow agent for the Prospectus.
2Company or, after the Ownership Condition has been satisfied, to the Company or its agent. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, Office transmit such checks for deposit to the Company or its agent, except for subscriptions to purchase Class T Shares from Benefit Plan Investors. The Final Review Office will transmit checks from Benefit Plan Investors who are subscribing to purchase Class T Shares for deposit with to the escrow agent for the Company in accordance with or, after the procedures set forth in Ownership Condition has been satisfied, to the ProspectusCompany or its agent.
Appears in 2 contracts
Samples: Dealer Manager Agreement (KBS Strategic Opportunity REIT II, Inc.), Dealer Manager Agreement (KBS Strategic Opportunity REIT II, Inc.)
Submission of Orders. 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), Those persons acceptable to the Company to who purchase the Class A Common Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares Offering will be instructed by the Dealer to make their checks payable to “UMB BankBank of Texas, National AssociationEscrow Agent for New School Properties, as Inc. and such checks will be promptly deposited into the escrow agent for Gladstone Land Corporation.” account established by the Issuer and Dealer Manager. Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods in this Article II. Where, pursuant The Dealer Manager may authorize Dealer if Dealer is a "$250,000 broker-dealer" to instruct its customers to make its checks for Class A Common Shares subscribed for payable directly to the Dealer’s , in which case the Dealer will collect the proceeds of the subscriber's checks and issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds. Transmittal of received investor Issuers will be made in accordance with the following procedures:
(a) If a Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks will to the escrow agent by noon of the next business day following receipt of the subscription documents and the check.
(b) If the internal supervisory procedures are to be performed at a different location (the "Final Review Office"), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2Dealer. WhereThe Final Review Office will, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. If requested by the Issuer or the Dealer Manager, the Dealer shall obtain from subscribers for the Class A Common Shares, other documentation reasonably deemed by the Issuer or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Issuer or the Dealer Manager. Such documentation may include, without limitation, subscribers' written acknowledgement and agreement to the office privacy policies of the Issuer or the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to the Company for deposit with the Company in accordance with the procedures set forth in the ProspectusManager.
Appears in 2 contracts
Samples: Dealer Agreement (New School Properties, Inc.), Selected Dealer Agreement (New School Properties, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares Bonds will be instructed by the Dealer to make their checks payable transfer the Subscription Amount to “the Escrow Account held by UMB Bank, National Association, as escrow agent for Gladstone Land Corporation.” the Escrow Agent. Any Dealer receiving a check Subscription Amount not conforming to the foregoing instructions shall return such check Subscription Amount directly to such subscriberSubscriber not later than noon of the next business day following its receipt. Checks Subscription Amounts received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods in this Article II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents the Subscription Agreements and checks Subscription Amounts are received from subscribersSubscribers, checks the Subscription Amounts will be transmitted by the end noon of the next business day following receipt by the Dealer to the Escrow Agent for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2Escrow Agent. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks Subscription Amounts will be transmitted by the end noon of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, transmit by the end 5:00 pm of the next business day following receipt at a different location by the Final Review Office, Office such checks Subscription Amounts to the Company Escrow Agent for deposit directly with the Company in accordance with the procedures set forth in the ProspectusEscrow Agent.
Appears in 2 contracts
Samples: Participating Dealer Agreement (GK Investment Property Holdings II LLC), Participating Dealer Agreement (GK Investment Property Holdings II LLC)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Xxxxx Fergo Bank, National AssociationN.A., as escrow agent Escrow Agent for Gladstone Land Corporation.” Xxxx Credit Property Trust II, Inc." Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods in this Article II. Where, pursuant The Dealer Manager may authorize Dealer if Dealer is a "$250,000 broker-dealer" to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer’s , in which case the Dealer will collect the proceeds of the subscriber's checks and issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures:
(a) If the Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks will to the escrow agent by the end of the next business day following receipt of the subscription documents and the check.
(b) If the internal supervisory procedures are to be performed at a different location (the "Final Review Office"), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)subscription documents and check. The Final Review Office will in turn transmitwill, by the end of the next business day following receipt by the Final Review OfficeOffice of the subscription documents and check, such checks forward both the subscription documents and check to the Company for deposit with Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. If requested by the Company in accordance with or the procedures set forth in Dealer Manager, the ProspectusDealer shall obtain from subscribers for the Shares, other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers' written acknowledgement and agreement to the privacy policies of the Company or the Dealer Manager.
Appears in 2 contracts
Samples: Dealer Manager Agreement (Cole Credit Property Trust II Inc), Dealer Manager Agreement (Cole Credit Property Trust II Inc)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, Except as set forth in the Prospectusbelow, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those those persons who purchase Shares shall be instructed by the Dealer to make their checks payable to or wire transfer directed to “UMB Bank, N.A., as Escrow Agent for Rodin Global Property Trust, Inc.” After the Company meets the Minimum Offering requirement of $2,000,000, subscribers will be instructed by the Dealer to make their checks payable to or to send wire transfers for the account of “UMB BankRodin Global Property Trust, National Association, as escrow agent for Gladstone Land Corporation.Inc.” Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of in accordance with the methods:
1following procedures. Where, pursuant to the a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are initially received from subscribers, checks will be transmitted by the end of the next business day following receipt of the subscription documents and the check by the Dealer for deposit directly with to the escrow agent or, after the Minimum Offering has been achieved, to the Company in accordance with or to such other account or agent as directed by the procedures set forth in the Prospectus.
2Company. Where, pursuant to the a Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), subscription documents and checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)Dealer. The Final Review Office will in turn transmit, transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review OfficeOffice to the escrow agent or, such checks after the Minimum Offering has been achieved, to the Company or to such other account or agent as directed by the Company. The Dealer agrees to be bound by the terms of the Escrow Agreement executed as of , 2016, by UMB Bank, N.A., as Escrow Agent, the Dealer Manager and the Company. Dealers shall deliver checks and completed subscription documents required to be sent to the escrow agent pursuant to this Section II via overnight courier to UMB Bank, N.A., as Escrow Agent for deposit with the Company in accordance with the procedures set forth in the ProspectusRodin Global Property Trust, Inc., Attention: [●].
Appears in 2 contracts
Samples: Selected Dealer Agreement (Rodin Global Property Trust, Inc.), Selected Dealer Agreement (Rodin Global Property Trust, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to shall make their checks payable to “UMB BankXxxx Credit Property Trust V, National AssociationInc.” or, as escrow agent for Gladstone Land Corporationalternatively, “CCPT V” or, in the event that the purchase is made using a Joint Subscription Agreement, “Xxxx REIT.” Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscriber. Checks received by the Dealer which that conform to the foregoing instructions shall be transmitted for deposit pursuant as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer”, to one of the methods:
1. Where, pursuant instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures:
(a) If the Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents and the checks will to the Company by the end of the next business day following receipt of the subscription documents and the checks.
(b) If the internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)subscription documents and check. The Final Review Office will in turn transmitwill, by the end of the next business day following receipt by the Final Review OfficeOffice of the subscription documents and check, such conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents and the checks to the Company for deposit with the Company in accordance with the procedures set forth in the ProspectusCompany.
Appears in 2 contracts
Samples: Dealer Manager Agreement (Cole Credit Property Trust V, Inc.), Dealer Manager Agreement (Cole Credit Property Trust V, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB BankXxxxxxx-American Healthcare REIT II, National Association, as escrow agent for Gladstone Land Corporation.Inc.” Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscriber. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods:
1. Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of promptly the next business day following receipt by the Dealer for deposit directly with to the Company in accordance with the procedures set forth in the ProspectusCompany.
2. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of promptly on the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of transmit promptly on the next business day following receipt by the Final Review Office, Office such checks for deposit to the Company for deposit with escrow agent or the Company in accordance with the procedures set forth in the ProspectusCompany, as applicable.
Appears in 2 contracts
Samples: Dealer Manager Agreement (Griffin-American Healthcare REIT II, Inc.), Dealer Manager Agreement (Griffin-American Healthcare REIT II, Inc.)
Submission of Orders. 10.1 On or after the date of this Agreement, the Company, the Managing Broker-Dealer hereby agrees to solicit, and UMB Bank (the "Escrow Agent") will enter into an Escrow Agreement substantially in the form included as an independent contractor and not as exhibit to the agent of Offering Statement (the Dealer Manager or of the Company (or their affiliates"Escrow Agreement"), pursuant to which an escrow account will be established (the "Escrow Account"), at the Company's expense, for the benefit of those persons acceptable subscribing for Bonds (the "Subscribers").
10.2 Prior to closing on each Subscription, (i) each Subscriber will execute and deliver a Purchaser Questionnaire and Subscription Agreement (each, a "Subscription Agreement") to the Company to purchase and the Shares pursuant Company will make available to the subscription agreement Managing Broker-Dealer and the Escrow Agent copies of each such Subscription Agreement; (ii) each Subscriber will transfer to the Escrow Account funds in an amount equal to the price per Bond as shown on the cover page of the Offering Circular multiplied by the number of Bonds subscribed by such Subscriber (the "Subscription Amount"); and (iii) the Escrow Agent will notify the Company and the Managing Broker-Dealer in writing when the Escrow Account contains collected funds in the form attached amount equal to the Prospectus Subscription Amount.
10.3 If on any date the Escrow Agent shall have received the Subscription Amount and the Company accepts such Subscription (each such date, a "Closing Date"), the Escrow Agent will release the Subscription Amount from the Escrow Account for collection by the Company and the Managing Broker-Dealer as provided in accordance the Escrow Agreement and the Company shall deliver the Bonds purchased on such Closing Date to the Subscriber, which delivery may be made through the facilities of the Depository Trust Company ("DTC") or via book entry with the terms of Company's securities registrar and transfer agent, UMB Bank (the Prospectus"Transfer Agent"). Dealer hereby agrees to diligently make inquiries as required by this AgreementAll closings (each, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, National Association, as escrow agent for Gladstone Land Corporation.” Any Dealer receiving a check not conforming to the foregoing instructions "Closing") shall return such check directly to such subscriber. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1. Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted take place at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Managing Broker-Dealer conducting or such final internal supervisory review (other location as the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to Managing Broker-Dealer and the Company for deposit with shall mutually agree. All actions taken at the Company in accordance with the procedures set forth in the ProspectusClosing shall be deemed to have occurred simultaneously on such Closing Date.
Appears in 2 contracts
Samples: Managing Broker Dealer Agreement (GK Investment Holdings, LLC), Managing Broker Dealer Agreement (GK Investment Holdings, LLC)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB BankXxxx Credit Property Trust III, National Association, as escrow agent for Gladstone Land CorporationInc.” or alternatively “CCPT III” or “Xxxx.” Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which that conform to the foregoing instructions shall be transmitted for deposit pursuant as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” to one of the methods:
1. Where, pursuant instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable to the order of the Dealer Manager for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures:
(a) If the Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, checks will the Dealer shall conduct its suitability review of the transaction, and if the Dealer determines the transaction suitable and the paperwork is in good order, forward the subscription documents and check to the Dealer Manager by the end of the next business day following receipt of the subscription documents and the check.
(b) If the internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)subscription documents and check. The Final Review Office will in turn transmitwill, by the end of the next business day following receipt by the Final Review OfficeOffice of the subscription documents and check, such checks conduct its suitability review of the transaction, and if Dealer determines the transaction is suitable and the paperwork is in good order, forward the subscription documents and check to the Company for deposit with Dealer Manager. If requested by the Company in accordance with or the procedures set forth in Dealer Manager, the ProspectusDealer shall obtain from subscribers for the Shares, other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary for the Dealer Manager to perform its suitability reviewed as required according to the Prospectus and Section 11 of the Dealer Manager Agreement.
Appears in 2 contracts
Samples: Dealer Manager Agreement (Cole Credit Property Trust III, Inc.), Dealer Manager Agreement (Cole Credit Property Trust III, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. 12.1 Those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their checks payable to “UMB BankBehringer Harvard Multifamily REIT I, National Association, as escrow agent for Gladstone Land Corporation.Inc.” Any The Dealer Manager and any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer Manager or Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods described in this Section 12. Where, pursuant Transmittal of received investor funds will be made in accordance with the following procedures. The Dealer Manager may authorize certain Dealers which are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer’s . In such case, the Dealer will collect the proceeds of the subscribers’ checks and issue a check for the aggregate amount of the subscription proceeds made payable to “Behringer Harvard Multifamily REIT I, Inc.”
12.2 If a Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit directly with shall forward (a) the Company in accordance with subscription documents (i) by way of U.S. Mail to Behringer Harvard Investment Services, X.X. Xxx 000000, Xxxxxx Xxxx, Xxxxxxxx 00000-0000 (“Investment Services”) or (ii) by way overnight delivery or express mail to Investment Services, 000 Xxxx 0xx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000-0000 and (b) the procedures set forth in the Prospectus.
2. Wherechecks to Investment Services, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmitas applicable, by the end of the next business day following receipt by of the subscription documents and the check.
12.3 If a Dealer’s internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review OfficeOffice by the end of the next business day following receipt of the subscription documents and check by the Dealer. The Final Review Office will, by the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to Investment Services in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check.
12.4 Checks of rejected subscribers will be promptly returned to such checks subscribers.
12.5 If requested by the Company, the Dealer Manager shall obtain, and shall cause the Dealers to obtain, from subscribers for the Shares, other documentation reasonably deemed by the Company to be required under applicable law or as may be necessary to reflect the policies of the Company. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the Company for deposit with privacy policies of the Company in accordance with the procedures set forth in the ProspectusCompany.
Appears in 2 contracts
Samples: Dealer Manager Agreement (Behringer Harvard Multifamily Reit I Inc), Dealer Manager Agreement (Behringer Harvard Multifamily Reit I Inc)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, National AssociationN.A., as escrow agent Escrow Agent for Gladstone Land Corporation.Xxxxxxx Capital Essential Asset REIT II, Inc.” where appropriate, or directly to Xxxxxxx Capital Essential Asset REIT II, Inc. after the Minimum Offering has been achieved. Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than noon Eastern Time of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods in this Article II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end noon Eastern Time of the next business day following receipt by the Dealer to the Company for deposit with an escrow agent, where appropriate, or for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2Company. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end noon Eastern Time of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, transmit by the end 5:00 pm Eastern Time of the next business day following receipt at a different location by the Final Review Office, Office such checks to the Company for deposit with the Company in accordance an escrow agent, where appropriate, or for deposit directly with the procedures set forth in the ProspectusCompany.
Appears in 2 contracts
Samples: Dealer Manager Agreement (Griffin Capital Essential Asset REIT II, Inc.), Dealer Manager Agreement (Griffin Capital Essential Asset REIT II, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks instruments of payment payable to Pxxxxxxx Xxxxxx Grocery Center REIT III, Inc., except with respect to Benefit Plan investors. Checks from Benefit Plan investors must be made payable to “UMB Bank, National AssociationN.A., as escrow agent Escrow Agent for Gladstone Land Corporation.Pxxxxxxx Xxxxxx Grocery Center REIT III, Inc.” Any until the Benefit Plan Determination has been made. The Dealer receiving a check will return any instrument of payment it receives not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than noon Eastern Time of the next business day following its receipt. Checks Instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods in this Article II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks instruments of payment are received from subscribers, checks instruments of payment will be transmitted by the end noon of the next business day following receipt by the Dealer to the Company’s transfer agent for deposit directly with the Company, except for investments from Benefit Plan investors. The Dealer will transmit checks from Benefit Plan investors for deposit to the escrow agent for the Company in accordance with or, after the procedures set forth in Benefit Plan Determination has been made, to the Prospectus.
2Company or its agent. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks instruments of payment will be transmitted by the end noon of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, transmit by the end 5:00 pm of the next business day following receipt by the Final Review OfficeOffice such instruments of payment to the Company’s transfer agent for deposit directly with the Company, such except for investments from Benefit Plan investors. The Final Review Office will transmit checks from Benefit Plan investors for deposit to the escrow agent for the Company or, after the Benefit Plan Determination has been made, to the Company for deposit with the Company in accordance with the procedures set forth in the Prospectusor its agent.
Appears in 1 contract
Samples: Dealer Manager Agreement (Phillips Edison Grocery Center REIT III, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, National AssociationN.A., as escrow agent for Gladstone Land CorporationXxxxxx Validus Mission Critical REIT, Inc.” or “UMB, Bank, N.A., agent for CVREIT” or after the Company reaches its minimum offering, to “Xxxxxx Validus Mission Critical REIT, Inc.” or “CVREIT.” Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscriber. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods:
1. Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit directly with to the Company in accordance with the procedures set forth in the ProspectusCompany.
2. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, transmit such checks for deposit to the Company for deposit with escrow agent or the Company in accordance with the procedures set forth in the ProspectusCompany, as applicable.
Appears in 1 contract
Samples: Dealer Manager Agreement (Carter Validus Mission Critical REIT, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Xxxxx Fargo Bank, National AssociationN.A., Escrow Agent for Strategic Storage Trust, Inc.” where appropriate, or directly to Strategic Storage Trust, Inc. after the Minimum Offering has been achieved. Dealer hereby agrees to be bound by the terms of the Escrow Agreement executed by and among Xxxxx Fargo Bank, N.A., as escrow agent for Gladstone Land Corporation.” agent, the Dealer Manager and the Company. Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods in this Article II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer to the Company for deposit with an escrow agent, where appropriate, or for deposit directly with the Company in accordance with after the procedures set forth in the Prospectus.
2Minimum Offering has been achieved. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, transmit by the end of the next business day following receipt at a different location by the Final Review Office, Office such checks to the Company for deposit with an escrow agent, where appropriate, or for deposit directly with the Company in accordance with after the procedures set forth in the ProspectusMinimum Offering has been achieved.
Appears in 1 contract
Samples: Dealer Manager Agreement (Strategic Storage Trust, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to shall make their checks payable, prior to the time the Company reaches the Minimum Offering, to “_____________, Escrow Agent for Xxxx Corporate Income Trust, Inc.” or a recognizable contraction or abbreviation thereof, including but not limited to “___________, f/b/x Xxxx Corporate Income Trust, Inc.” After the Company reaches the Minimum Offering, checks should be made payable to “UMB BankXxxx Corporate Income Trust, National Association, as escrow agent for Gladstone Land CorporationInc.” or alternatively “CCIT.” Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscriber. Checks received by the Dealer which that conform to the foregoing instructions shall be transmitted for deposit pursuant as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer”, to one of the methods:
1. Where, pursuant instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable to the order of the Escrow Agent or the Company, as the case may be, for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures:
(a) If the Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward (i) the subscription documents to the Dealer Manager and (ii) the checks will to the Escrow Agent by the end of the next business day following receipt of the subscription documents and the check, prior to the completion of the Minimum Offering. After completion of the Minimum Offering, the Company may instruct the Dealer to forward paperwork in good order and the check directly to the Company.
(b) If the internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)subscription documents and check. The Final Review Office will in turn transmitwill, by the end of the next business day following receipt by the Final Review OfficeOffice of the subscription documents and check, such conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward (i) the subscription documents to the Dealer Manager and (ii) the checks to the Company for deposit with Escrow Agent by the end of the next business day following receipt of the subscription documents and the check, prior to the completion of the Minimum Offering. After completion of the Minimum Offering, the Company may instruct the Dealer to forward paperwork in accordance with good order and the procedures set forth in check directly to the ProspectusCompany.
Appears in 1 contract
Samples: Dealer Manager Agreement (Cole Corporate Income Trust, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those If persons who purchase Shares via check and subscription agreement, they will be instructed by the Dealer to make their checks payable to “UMB Bank, National Association, as escrow agent for Gladstone Land Capital Corporation.” Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscriber. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1. Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to the Company for deposit with the Company in accordance with the procedures set forth in the Prospectus.
Appears in 1 contract
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, Except as set forth in the Prospectusbelow, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those those persons who purchase Shares shall be instructed by the Dealer to make their checks payable to or wire transfer directed to “[•], as Escrow Agent for Rodin Global Access Property Trust, Inc.” After the Company meets the Minimum Offering requirement of $2,000,000, subscribers will be instructed by the Dealer to make their checks payable to or to send wire transfers for the account of “UMB BankRodin Global Access Property Trust, National Association, as escrow agent for Gladstone Land Corporation.Inc.” Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of in accordance with the methods:
1following procedures. Where, pursuant to the a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are initially received from subscribers, checks will be transmitted by the end of the next business day following receipt of the subscription documents and the check by the Dealer for deposit directly with to the escrow agent or, after the Minimum Offering has been achieved, to the Company in accordance with or to such other account or agent as directed by the procedures set forth in the Prospectus.
2Company. Where, pursuant to the a Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), subscription documents and checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)Dealer. The Final Review Office will in turn transmit, transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review OfficeOffice to the escrow agent or, such checks after the Minimum Offering has been achieved, to the Company or to such other account or agent as directed by the Company. Dealer agrees to be bound by the terms of the Escrow Agreement executed as of , 2016, by [•], as Escrow Agent, the Dealer Manager and the Company. Dealers shall deliver checks and completed subscription documents required to be sent to the escrow agent pursuant to this Section II via overnight courier to [•], as Escrow Agent for deposit with the Company in accordance with the procedures set forth in the ProspectusRodin Global Access Property Trust, Inc., Attention: [●].
Appears in 1 contract
Samples: Selected Dealer Agreement (Rodin Global Access Property Trust, Inc.)
Submission of Orders. 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 Each person desiring to purchase Shares in the Shares pursuant Offering will be required to the subscription agreement complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in accordance with the terms amount of $10 per Share, or such discounted purchase price per Share that may apply based upon the volume of Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. Dealer hereby agrees to diligently make inquiries There shall be a minimum purchase by any one person of 100 Shares (except as required by this Agreement, as set forth otherwise indicated in the Prospectus, and as required by all applicable laws of all prospective investors or in order any letter or memorandum from the Company to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, National Association, as escrow agent for Gladstone Land Corporation.” Manager). Any Dealer receiving a check Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall return such check directly be returned to such subscribersubscriber not later than the end of the second business day following receipt by Participating Dealer of such materials. Checks Subscription Agreements and instruments of payment received by the Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods:
1. Where(a) where, pursuant to the Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents Subscription Agreements and checks instruments of payment are received from subscribers, checks will be transmitted then, by the end of the next business day following receipt by Participating Dealer Participating Dealer will transmit the Subscription Agreements to the Escrow Agent (as defined below) and shall effect a wire transfer in immediately available federal funds from Participating Dealer to the Escrow Agent using the wire transfer instructions attached hereto or such other wiring instructions as the Dealer for deposit directly with Manager may provide Participating Dealer from time to time (the Company in accordance with “Wire Transfer Instructions”) of the procedures set forth in subscribers’ subscription funds represented by the Prospectus.instructions of payment received by Participating Dealer (it being understood that Participating Dealer will transmit all subscription funds to the Escrow Agent by wire transfer regardless of the form of the instruction of payment received by Participating Dealer and that such wire transfer shall specify the subscriber(s) that it benefits); and
2. Where(b) where, pursuant to the Participating Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks location (the “Final Review Office”); Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the Final Review Office by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Dealer. The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, transmit such checks Subscription Agreements to the Company for deposit with Escrow Agent and shall effect a wire transfer in immediately available federal funds from Participating Dealer to the Escrow Agent using Wire Transfer Instructions of the subscribers’ subscription funds represented by the instructions of payment received by Participating Dealer (it being understood that Participating Dealer will transmit all subscription funds to the Escrow Agent by wire transfer regardless of the form of the instruction of payment received by Participating Dealer and that such wire transfer shall specify the subscriber(s) that it benefits). It being understood that the Company reserves the unconditional right to reject any order for any or no reason. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement for such account directly to the Escrow Agent and to effect a wire transfer of such account’s subscription funds in accordance with immediately available federal funds to the procedures set forth in Escrow Agent using the ProspectusWire Transfer Instructions. Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated , 2004 (the “Escrow Agreement”), by and among the Dealer Manager, Deutsche Bank Trust Company Americas, as escrow agent (the “Escrow Agent”), and the Company.
Appears in 1 contract
Samples: Dealer Manager Agreement (Paladin Realty Income Properties Inc)
Submission of Orders. Dealer hereby agrees to solicit, as an independent contractor and not as the agent of 12.1 Those persons who purchase Units will be instructed by 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank"Xxxxx Fargo Bank Iowa, National AssociationN.A., as escrow agent for Gladstone Land CorporationBehringer Harvard Mid-Term Value Enhancement Fund I LP.” Any " The Dealer Manager and any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer Manager or Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods described in this Section 12. Where, pursuant Transmittal of received investor funds will be made in accordance with the following procedures. The Dealer Manager may authorize certain Dealers which are "$250,000 broker-dealers" to instruct their customers to make their checks for Units subscribed for payable directly to the Dealer’s . In such case, the Dealer will collect the proceeds of the subscribers' checks and issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent.
12.2 If a Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks will to the escrow agent by noon of the next business day following receipt of the subscription documents and the check.
12.3 If a Dealer's internal supervisory procedures are to be performed at a different location (the "Final Review Office"), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer. The Final Review Office will, by the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check.
12.4 Any check received by the Dealer for deposit Manager directly with or as processing broker-dealer from the Company Dealers will, in accordance with the procedures set forth in the Prospectus.
2. Whereall cases, pursuant be forwarded to the Dealer’s internal supervisory proceduresescrow agent as soon as practicable, final and internal supervisory review is conducted at a different location, checks will be transmitted but in any event by the end of the next second business day following receipt by the Dealer Manager of the subscription documents and check. Checks of rejected subscribers will be promptly returned to such subscribers.
12.5 If requested by the Partnership, the Dealer Manager shall obtain, and shall cause the Dealers to obtain, from subscribers for the Units, other documentation reasonably deemed by the Partnership to be required under applicable law or as may be necessary to reflect the policies of the Partnership. Such documentation may include, without limitation, subscribers' written acknowledgement and agreement to the office privacy policies of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to the Company for deposit with the Company in accordance with the procedures set forth in the ProspectusPartnership.
Appears in 1 contract
Samples: Dealer Manager Distribution Agreement (Behringer Harvard Mid Term Value Enhancement Fund I Lp)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their checks payable to “UMB BankOxford Park Income Fund, National Association, as escrow agent for Gladstone Land Corporation.Inc.” Any Dealer receiving a check not conforming to the foregoing instructions this instruction shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions this instruction shall be transmitted by overnight mail to the Company for deposit pursuant along with a completed application, using the form provided by the Company. The Dealer Manager may authorize the Dealer if the Dealer is a “$250,000 broker-dealer” to one instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer. In such case, the Dealer will collect the proceeds of the methods:
1subscriber’s checks and issue a check for the aggregate amount of the subscription proceeds made payable to “Oxford Park Income Fund, Inc.” Checks of rejected subscribers will be promptly returned to such subscribers. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which the subscription documents and checks for purchase of Shares are initially received by Dealer from subscribers, checks Dealer shall transmit the subscription and check for the purchase of Shares will be transmitted by the end of the next business day following receipt by the Dealer of the check and subscription to the Company for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2Company. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), Dealer shall transmit the subscription and checks will be transmitted for the purchase of Shares and subscription to the Final Review Office by the end of the next business day following Xxxxxx’s receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (subscription and check for the “Final Review Office”)purchase of Shares. The Final Review Office will in turn transmitwill, by the end of the next business day following its receipt by of the Final Review Officesubscription and check for the purchase of Shares, such checks forward both the subscription and check for the purchase of Shares to the Company for deposit directly with the Company. If requested by the Company in accordance with or the procedures set forth in Dealer Manager, the ProspectusDealer shall obtain from subscribers for the Shares other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the privacy policies of the Company or the Dealer Manager.
Appears in 1 contract
Samples: Dealer Manager Agreement (Oxford Park Income Fund, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. 12.1 Those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their checks payable to “UMB Bank, National Association, as escrow agent for Gladstone Land CorporationBehringer Harvard.” Any The Dealer Manager and any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer Manager or Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods described in this Section 12. Where, pursuant Transmittal of received investor funds will be made in accordance with the following procedures. The Dealer Manager may authorize certain Dealers which are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer’s . In such case, the Dealer will collect the proceeds of the subscribers’ checks and issue a check for the aggregate amount of the subscription proceeds made payable to “Behringer Harvard.”
12.2 If a Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward (a) the subscription documents to the Dealer Manager and (b) the checks will to the Dealer Manager by noon of the next business day following receipt of the subscription documents and the check.
12.3 If a Dealer’s internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer. The Final Review Office will, by the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check.
12.4 Any check received by the Dealer for deposit Manager directly with or as processing broker dealer from the Company Dealers will, in accordance with the procedures set forth all cases, be deposited as soon as practicable, but in the Prospectus.
2. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted any event by the end of the next second business day following receipt by the Dealer Manager of the subscription documents and check. Checks of rejected subscribers will be promptly returned to such subscribers.
12.5 If requested by the Company, the Dealer Manager shall obtain, and shall cause the Dealers to obtain, from subscribers for the Shares, other documentation reasonably deemed by the Company to be required under applicable law or as may be necessary to reflect the policies of the Company. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the office privacy policies of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to the Company for deposit with the Company in accordance with the procedures set forth in the ProspectusCompany.
Appears in 1 contract
Samples: Dealer Manager Agreement (Behringer Harvard Reit I Inc)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank"Wells Fargo Bank Iowa, National AssociationN.A., as escrow agent for Gladstone Land Corporation.” Behringer Harvard REIX X, Inc." Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods in this Article II. Where, pursuant The Dealer Manager may authorize Dealer if Dealer is a "$250,000 broker-dealer" to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer’s , in which case the Dealer will collect the proceeds of the subscriber's checks and issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures:
(a) If the Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks will to the escrow agent by noon of the next business day following receipt of the subscription documents and the check.
(b) If the internal supervisory procedures are to be performed at a different location (the "Final Review Office"), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2Dealer. WhereThe Final Review Office will, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. If requested by the Company or the Dealer Manager, the Dealer shall obtain from subscribers for the Shares, other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers' written acknowledgement and agreement to the office privacy policies of the Company or the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to the Company for deposit with the Company in accordance with the procedures set forth in the ProspectusManager.
Appears in 1 contract
Samples: Dealer Manager Agreement (Behringer Harvard Reit I Inc)
Submission of Orders. Dealer hereby agrees to solicit, as an independent contractor and not 12.1 Until such time as the agent of Company has received and accepted subscriptions for at least 200,000 shares and released the Dealer Manager or of the Company proceeds from such subscriptions from escrow (or their affiliatessuch greater amount as may be applicable in respect of any greater escrow in respect of subscribers from New York and Pennsylvania), 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their checks payable as provided in the Escrow Agreement. Thereafter, those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their checks payable to “UMB BankBehringer Harvard Opportunity REIT II, National Association, as escrow agent for Gladstone Land Corporation.Inc.” Any The Dealer Manager and any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer Manager or Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods described in this Section 12. Where, pursuant Transmittal of received investor funds will be made in accordance with the following procedures. The Dealer Manager may authorize certain Dealers which are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer’s . In such case, the Dealer will collect the proceeds of the subscribers’ checks and issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent, or if instructed by the Dealer Manager as provided above, made payable to “Behringer Harvard Opportunity REIT II, Inc.”
12.2 If a Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit directly with shall forward (a) the Company in accordance with subscription documents to Behringer Harvard Investment Services, 00000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, XX 00000 (“Investment Services”) and (b) the procedures set forth in the Prospectus.
2. Where, pursuant checks to the Dealer’s internal supervisory proceduresescrow agent or Investment Services, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmitas applicable, by the end of the next business day following receipt by of the subscription documents and the check.
12.3 If a Dealer’s internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review OfficeOffice by the end of the next business day following receipt of the subscription documents and check by the Dealer. The Final Review Office will, such checks by the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to Investment Services in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check.
12.4 Any check received by Investment Services directly from the Dealers will, in all cases, be forwarded to the Company escrow agent as soon as practicable, but in any event by the end of the second business day following receipt by Investment Services of the subscription documents and check. Checks of rejected subscribers will be promptly returned to such subscribers.
12.5 If requested by the Company, the Dealer Manager shall obtain, and shall cause the Dealers to obtain, from subscribers for deposit with the Shares, other documentation reasonably deemed by the Company in accordance with to be required under applicable law or as may be necessary to reflect the procedures set forth in policies of the ProspectusCompany. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the privacy policies of the Company.
Appears in 1 contract
Samples: Dealer Manager Agreement (Behringer Harvard Opportunity REIT II, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their checks payable to “UMB BankOxford Park Income Fund, National Association, as escrow agent for Gladstone Land Corporation.Inc.” Any Dealer receiving a check not conforming to the foregoing instructions this instruction shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions this instruction shall be transmitted by overnight mail to the Company for deposit pursuant along with a completed application, using the form provided by the Company. The Dealer Manager may authorize the Dealer if the Dealer is a “$250,000 broker-dealer” to one instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer. In such case, the Dealer will collect the proceeds of the methods:
1subscriber’s checks and issue a check for the aggregate amount of the subscription proceeds made payable to “Oxford Park Income Fund, Inc.” Checks of rejected subscribers will be promptly returned to such subscribers. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which the subscription documents and checks for purchase of Shares are initially received by Dealer from subscribers, checks will be transmitted Dealer shall transmit the subscription and check for the purchase of Shares by the end of the next business day following receipt by the Dealer of the check and subscription to the Company for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2Company. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), Dealer shall transmit the subscription and checks will be transmitted for the purchase of Shares and subscription to the Final Review Office by the end of the next business day following Xxxxxx’s receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (subscription and check for the “Final Review Office”)purchase of Shares. The Final Review Office will in turn transmitwill, by the end of the next business day following its receipt by of the Final Review Officesubscription and check for the purchase of Shares, such checks forward both the subscription and check for the purchase of Shares to the Company for deposit directly with the Company. If requested by the Company in accordance with or the procedures set forth in Dealer Manager, the ProspectusDealer shall obtain from subscribers for the Shares other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the privacy policies of the Company or the Dealer Manager.
Appears in 1 contract
Samples: Dealer Manager Agreement (Oxford Park Income Fund, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. a) Those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their checks payable to “UMB Bank, National Association, as escrow agent for Gladstone Land Corporation.Dividend Capital Trust Inc.” Any The Dealer Manager and any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer Manager or Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:methods described in this Section 12. Transmittal of received investor funds will be made in accordance with the following procedures.
1. (b) Where, pursuant to the a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted in care of the Dealer Manager by the end of the next business day following receipt by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.to Dividend Capital Trust, Inc.
2. (c) Where, pursuant to the a Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to at the office of the Dealer conducting such final internal supervisory review (the “Final Review OfficeOffices”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, transmit such checks to in care of the Company Dealer Manager for deposit with by the Company in accordance with escrow agent appointed for the procedures set forth Offering.
(d) Where the Dealer Manager is involved in the Prospectusdistribution process, checks will be transmitted by the Dealer Manager for deposit by the escrow agent appointed for the Offering as soon as practicable, but in any event by the end of the second business day following receipt by the Dealer Manager. Checks of rejected subscribers will be promptly returned to such subscribers.
Appears in 1 contract
Samples: Dealer Manager Agreement (Dividend Capital Trust Inc)
Submission of Orders. Dealer hereby agrees to solicit, as an independent contractor and not as the agent of 12.1 Those persons who purchase Units will be instructed by 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank"Wells Fargo Bank Iowa, National AssociationN.A., as escrow agent for Gladstone Land CorporationBehringer Harvard Mix-Xxxm Value Enhancement Fund I LP.” Any " The Dealer Manager and any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer Manager or Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods described in this Section 12. Where, pursuant Transmittal of received investor funds will be made in accordance with the following procedures. The Dealer Manager may authorize certain Dealers which are "$250,000 broker-dealers" to instruct their customers to make their checks for Units subscribed for payable directly to the Dealer’s . In such case, the Dealer will collect the proceeds of the subscribers' checks and issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent.
12.2 If a Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks will to the escrow agent by noon of the next business day following receipt of the subscription documents and the check.
12.3 If a Dealer's internal supervisory procedures are to be performed at a different location (the "Final Review Office"), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer. The Final Review Office will, by the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check.
12.4 Any check received by the Dealer for deposit Manager directly with or as processing broker-dealer from the Company Dealers will, in accordance with the procedures set forth in the Prospectus.
2. Whereall cases, pursuant be forwarded to the Dealer’s internal supervisory proceduresescrow agent as soon as practicable, final and internal supervisory review is conducted at a different location, checks will be transmitted but in any event by the end of the next second business day following receipt by the Dealer Manager of the subscription documents and check. Checks of rejected subscribers will be promptly returned to such subscribers.
12.5 If requested by the Partnership, the Dealer Manager shall obtain, and shall cause the Dealers to obtain, from subscribers for the Units, other documentation reasonably deemed by the Partnership to be required under applicable law or as may be necessary to reflect the policies of the Partnership. Such documentation may include, without limitation, subscribers' written acknowledgement and agreement to the office privacy policies of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to the Company for deposit with the Company in accordance with the procedures set forth in the ProspectusPartnership.
Appears in 1 contract
Samples: Dealer Manager Distribution Agreement (Behringer Harvard Mid Term Value Enhancement Fund I Lp)
Submission of Orders. 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 Bonds pursuant to the subscription agreement in the form attached to the Prospectus Offering Circular and in accordance with the terms of the ProspectusOffering Circular. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the ProspectusOffering Circular, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares Bonds is suitable for each such investor. Those If persons who purchase Shares Bonds via check and subscription agreement, they will be instructed by the Dealer to make their checks payable to “UMB Bank, National Associationn.a., as escrow agent for The Gladstone Land Corporation.Companies, Inc.” Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscriber. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1. Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the ProspectusOffering Circular.
2. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to the Company for deposit with the Company in accordance with the procedures set forth in the ProspectusOffering Circular.
Appears in 1 contract
Samples: Dealer Manager Agreement (Gladstone Companies, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, National AssociationN.A., Agent for Xxxxxxx-American Healthcare REIT III, Inc.” where appropriate, or directly to Xxxxxxx-American Healthcare REIT III, Inc. after the Minimum Offering (as defined below) has been achieved. Dealer hereby agrees to be bound by the terms of the Escrow Agreement executed by and among UMB Bank, N.A., as escrow agent for Gladstone Land Corporation.” Any agent, the Dealer receiving a check not conforming to Manager and the foregoing instructions shall return such check directly to such subscriberCompany. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods:
1. Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end noon of the next business day following receipt by the Dealer for deposit directly with to the Company in accordance with the procedures set forth in the ProspectusCompany.
2. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end 5:00 pm of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, transmit by the end noon of the next business day following receipt by the Final Review Office, Office such checks for deposit to the Company for deposit with escrow agent or the Company in accordance with the procedures set forth in the ProspectusCompany, as applicable.
Appears in 1 contract
Samples: Dealer Manager Agreement (Griffin-American Healthcare REIT III, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their checks payable to “UMB BankPriority Income Fund, National Association, as escrow agent for Gladstone Land Corporation.Inc.” Any Dealer receiving a check not conforming to the foregoing instructions this instruction shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions this instruction shall be transmitted by overnight mail to the Company for deposit pursuant along with a completed application, using the form provided by the Company. The Dealer Manager may authorize the Dealer if the Dealer is a “$250,000 broker-dealer” to one instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer. In such case, the Dealer will collect the proceeds of the methods:
1subscriber’s checks and issue a check for the aggregate amount of the subscription proceeds made payable to “Priority Income Fund, Inc.” Checks of rejected subscribers will be promptly returned to such subscribers. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which the subscription documents and checks for purchase of Shares are initially received by Dealer from subscribers, checks will be transmitted Dealer shall transmit the subscription and check for the purchase of Shares by the end of the next business day following receipt by the Dealer of the check and subscription to the Company for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2Company. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), Dealer shall transmit the subscription and checks will be transmitted for the purchase of Shares to the Final Review Office by the end of the next business day following Xxxxxx’s receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (subscription and check for the “Final Review Office”)purchase of Shares. The Final Review Office will in turn transmitwill, by the end of the next business day following its receipt by of the Final Review Officesubscription and check for the purchase of Shares, such checks forward both the subscription and check for the purchase of Shares to the Company for deposit directly with the Company. If requested by the Company in accordance with or the procedures set forth in Dealer Manager, the ProspectusDealer shall obtain from subscribers for the Shares other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the privacy policies of the Company or the Dealer Manager.
Appears in 1 contract
Samples: Dealer Manager Agreement (Priority Income Fund, Inc.)
Submission of Orders. Dealer hereby agrees to solicit, as an independent contractor and not 12.1 Until such time as the agent of Company has received and accepted subscriptions for at least 200,000 shares and released the Dealer Manager or of the Company proceeds from such subscriptions from escrow (or their affiliatessuch greater amount as may be applicable in respect of any greater escrow in respect of subscribers from New York and Pennsylvania), 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their checks payable as provided in the Escrow Agreement. Thereafter, those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their checks payable to “UMB BankBehringer Harvard REIT II, National Association, as escrow agent for Gladstone Land Corporation.Inc.” Any The Dealer Manager and any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer Manager or Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods described in this Section 12. Where, pursuant Transmittal of received investor funds will be made in accordance with the following procedures. The Dealer Manager may authorize certain Dealers which are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer’s . In such case, the Dealer will collect the proceeds of the subscribers’ checks and issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent, or if instructed by the Dealer Manager as provided above, made payable to “Behringer Harvard REIT II, Inc.”
12.2 If a Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit directly with shall forward (a) the Company in accordance with subscription documents to Behringer Harvard Investment Services, 00000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 (“Investment Services”) and (b) the procedures set forth in the Prospectus.
2. Where, pursuant checks to the Dealer’s internal supervisory proceduresescrow agent or Investment Services, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmitas applicable, by the end of the next business day following receipt by of the subscription documents and the check.
12.3 If a Dealer’s internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review OfficeOffice by the end of the next business day following receipt of the subscription documents and check by the Dealer. The Final Review Office will, such checks by the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to Investment Services in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check.
12.4 Any check received by Investment Services directly from the Dealers will, in all cases, be forwarded to the Company escrow agent as soon as practicable, but in any event by the end of the second business day following receipt by Investment Services of the subscription documents and check. Checks of rejected subscribers will be promptly returned to such subscribers.
12.5 If requested by the Company, the Dealer Manager shall obtain, and shall cause the Dealers to obtain, from subscribers for deposit with the Shares, other documentation reasonably deemed by the Company in accordance with to be required under applicable law or as may be necessary to reflect the procedures set forth in policies of the ProspectusCompany. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the privacy policies of the Company.
Appears in 1 contract
Samples: Dealer Manager Agreement (Behringer Harvard REIT II, Inc.)
Submission of Orders. Until such time as the Company has received and accepted subscriptions for at least 250,000 shares and released the proceeds from such subscriptions from escrow (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), those persons who purchase Shares will be instructed by the Dealer hereby agrees Manager or the Dealer to solicitmake their checks payable to “Trinity Trust Company, as an independent contractor and not as escrow agent for Xxxxxx Capital REIT, Inc.” Thereafter, in the agent discretion of the Dealer Manager or of the Company (or their affiliates), persons acceptable upon notice 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. Dealer hereby agrees to diligently make inquiries as required by this AgreementDealer, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those those persons who purchase Shares shares will be instructed by the Dealer to make their checks payable to “UMB BankXxxxxx Capital REIT, National Association, as escrow agent for Gladstone Land Corporation.Inc.” Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods in this Article II. Where, pursuant The Dealer Manager may authorize Dealer if Dealer is a “$250,000 broker-dealer” to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent, or if the Company has received and accepted subscriptions for at least 250,000 shares and released the proceeds from such subscriptions from escrow, made payable to the order of the Company. Transmittal of received investor funds will be made in accordance with the following procedures:
(a) If the Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks will to the escrow agent or the Dealer Manager, as applicable, by noon of the next business day following receipt of the subscription documents and the check.
(b) If the internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2Dealer. WhereThe Final Review Office will, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. If requested by the Company or the Dealer Manager, the Dealer shall obtain from subscribers for the Shares, other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the office privacy policies of the Company or the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to the Company for deposit with the Company in accordance with the procedures set forth in the ProspectusManager.
Appears in 1 contract
Samples: Dealer Manager Agreement (Lanier Capital REIT, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. 12.1 Those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their checks payable to “UMB BankProspect Floating Rate and Alternative Income Fund, National Association, as escrow agent for Gladstone Land Corporation.Inc.” Any The Dealer Manager and any Dealer receiving a check not conforming to the foregoing instructions this instruction shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer Manager or any Dealer which conform to the foregoing instructions this instruction shall be transmitted by overnight mail to the Company for deposit pursuant to one along with a completed application, using the form provided by the Company, provided the transaction has already completed the internal supervisory review of the methods:
1broker-dealer of record. Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which the subscription documents and checks are check for the purchase of Shares were initially received by Dealer from subscribersthe subscriber, checks will be transmitted Dealer shall transmit the subscription and check for the purchase of Shares by the end of the next business day following receipt by of the Dealer check and subscription to the Company for deposit directly with the Company in accordance with Company, provided the procedures set forth in the Prospectus.
2internal supervisory review has been completed. Where, pursuant to the Dealer’s internal supervisory procedures, Xxxxxx’s final and internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), checks will be transmitted Dealer shall transmit the subscription and check for the purchase of Shares to the Final Review Office by the end of the next business day following Xxxxxx’s receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (subscription and check for the “Final Review Office”)purchase of Shares. The Final Review Office will in turn transmitwill, by the end of the next business day following its receipt by of the Final Review Officesubscription and check for the purchase of Shares, such checks forward both the subscription and check for the purchase of Shares to the Company for deposit directly with the Company. The Dealer Manager may authorize certain Dealers which are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer. In such case, the Dealer will collect the proceeds of the subscribers’ checks and issue a check for the aggregate amount of the subscription proceeds made payable to “Prospect Floating Rate and Alternative Income Fund, Inc.” Checks of rejected subscribers will be promptly returned to such subscribers.
12.2 If requested by the Company, the Dealer Manager shall obtain, and shall cause the Dealers to obtain, from subscribers for the Shares, other documentation reasonably deemed by the Company in accordance with to be required under applicable law or as may be necessary to reflect the procedures set forth in policies of the ProspectusCompany. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the privacy policies of the Company.
Appears in 1 contract
Samples: Dealer Manager Agreement (Prospect Floating Rate & Alternative Income Fund, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Xxxxx Fargo Bank, National Association, as escrow agent for Gladstone Land CorporationXxxxxxx Commercial Properties REIT.” Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods in this Article II. Where, pursuant The Dealer Manager may authorize Dealer if Dealer is a “$250,000 broker-dealer” to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures:
(a) If the Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks will to the escrow agent by noon of the next business day following receipt of the subscription documents and the check.
(b) If the internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2Dealer. WhereThe Final Review Office will, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. If requested by the Company or the Dealer Manager, the Dealer shall obtain from subscribers for the Shares, other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the office privacy policies of the Company or the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to the Company for deposit with the Company in accordance with the procedures set forth in the ProspectusManager.
Appears in 1 contract
Samples: Dealer Manager Agreement (Hartman Commercial Properties Reit)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. 12.1 Those persons who purchase Shares will be instructed by the Dealer Dealers to make their checks payable to “UMB Bank, National Association, N.A. as escrow agent for Gladstone Land Corporation.Xxxxxxx vREIT XXI, Inc.” until such time as Dealer Manager is informed that the minimum escrow offering amount has been reached, and after the minimum offering requirements, the checks should be made payable to “Xxxxxxx vREIT XXI, Inc. Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted to the Transfer Agent for deposit pursuant to one of the methods:
1methods described in this Section 12. WhereTransmittal of received investor funds will be made in accordance with the following procedures. The Dealer Manager may authorize certain Dealers which are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to such Dealer. In such case, pursuant the Dealer will collect the proceeds of the subscribers’ checks and issue a check for the aggregate amount of the subscription proceeds made payable to the Dealer’s order of the Company.
12.2 If a Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward the subscription documents and the checks will to the transfer agent by noon of the next business day following receipt of the subscription documents and the check.
12.3 If a Dealer’s internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2Dealer. WhereThe Final Review Office will, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to the transfer agent.
12.4 If requested by the Company, the Dealer Manager shall obtain, and shall cause the Dealers to obtain, from subscribers for the Shares, other documentation reasonably deemed by the Company to be required under applicable law or as may be necessary to reflect the policies of the Company. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the office privacy policies of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to the Company for deposit with the Company in accordance with the procedures set forth in the ProspectusCompany.
Appears in 1 contract
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, National Association, as an escrow agent for Gladstone Land Corporation.” the Company. Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods in this Article II. The Dealer Manager may authorize Dealer if Dealer is a "$250,000 broker-dealer" to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber's checks and issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the a Dealer’s 's internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted in care of the Dealer Manager by the end of the next business day following receipt by the Dealer for deposit directly with to the Company in accordance with the procedures set forth in the Prospectus.
2escrow agent. Where, pursuant to the a Dealer’s 's internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “"Final Review Office”Offices"). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, transmit such checks in care of the Dealer Manager for deposit to the Company for deposit with the Company in accordance with the procedures set forth in the Prospectusescrow agent.
Appears in 1 contract
Samples: Dealer Manager Agreement (Behringer Harvard Real Estate Investment Trust I Inc)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, Except as set forth in the Prospectusbelow, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those those persons who purchase Shares shall be instructed by the Dealer to make their checks payable to or wire transfer directed to “UMB Bank, N.A., as Escrow Agent for Rodin Income Trust, Inc.” After the Company meets the Minimum Offering requirement of $2,000,000, subscribers will be instructed by the Dealer to make their checks payable to or to send wire transfers for the account of “UMB BankRodin Income Trust, National Association, as escrow agent for Gladstone Land Corporation.Inc.” Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of in accordance with the methods:
1following procedures. Where, pursuant to the a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are initially received from subscribers, checks will be transmitted by the end of the next business day following receipt of the subscription documents and the check by the Dealer for deposit directly with to the escrow agent or, after the Minimum Offering has been achieved, to the Company in accordance with or to such other account or agent as directed by the procedures set forth in the Prospectus.
2Company. Where, pursuant to the a Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), subscription documents and checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)Dealer. The Final Review Office will in turn transmit, transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review OfficeOffice to the escrow agent or, such checks after the Minimum Offering has been achieved, to the Company or to such other account or agent as directed by the Company. Dealer agrees to be bound by the terms of the Escrow Agreement executed as of [●], 2018, by UMB Bank, N.A., as Escrow Agent, the Dealer Manager and the Company. Dealers shall deliver checks and completed subscription documents required to be sent to the escrow agent pursuant to this Section II via overnight courier to UMB Bank, N.A., as Escrow Agent for deposit with the Company in accordance with the procedures set forth in the ProspectusRodin Income Trust, Inc., Attention: [●].
Appears in 1 contract
Samples: Selected Dealer Agreement (Rodin Income Trust, Inc.)
Submission of Orders. 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 Each person desiring to purchase Shares in the Shares pursuant Offering will be required to the complete and execute a subscription agreement in the form attached as an Appendix to the Prospectus Private Placement Memorandum (a “Subscription Agreement”) and in accordance to deliver to Participating Broker-Dealer such completed Subscription Agreement, together with a check, draft or wire (hereinafter referred to as a “Subscription Payment”) for the terms purchase price of the Prospectus. Dealer hereby agrees to diligently make inquiries as required by this AgreementShares, as which must be at least the minimum purchase amount set forth in the Prospectus, and as required by all applicable laws of all prospective investors Private Placement Memorandum. Any minimum purchase amount may be waived in order to ascertain whether a purchase the sole discretion of the Shares is suitable for each such investorTrust. Those persons Persons who purchase Shares will be instructed by the Dealer to check shall make their checks Subscription Payments payable to “UMB Bank, National AssociationN.A., as escrow agent EA for Gladstone Land CorporationOak Street Net Lease Trust.” Any The Participating Broker-Dealer receiving a check Subscription Agreement and Subscription Payment not conforming to the foregoing instructions or for a sale of Shares not meeting the offering terms and conditions of the Private Placement Memorandum, shall return such check Subscription Agreement and Subscription Payment directly to such subscribersubscriber not later than the end of the second (2nd) business day following receipt by the Participating Broker-Dealer of such materials. Checks Subscription Agreements and Subscription Payments received by the Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:methods described in this Section II.
1. Where, pursuant to (a) If the Dealer’s internal supervisory procedures, Participating Broker-Dealer conducts its internal supervisory review is conducted at the same location at which subscription documents Subscription Agreements and checks Subscription Payments are received from subscribers, checks will be transmitted then, by the end noon of the next business day following receipt by the Participating Broker-Dealer, the Participating Broker-Dealer will transmit the Subscription Agreements and Subscription Payment for deposit directly with to the Company in accordance with the procedures set forth in the ProspectusTrust or its designated agent.
2. Where, pursuant to (b) If the Dealer’s internal supervisory procedures, final and Participating Broker-Dealer conducts its internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), checks Subscription Agreements and Subscription Payments will be transmitted by the end Participating Broker-Dealer to the Final Review Office by noon of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Broker-Dealer. The Final Review Office will will, in turn transmitturn, by the end noon of the next business day following receipt by the Final Review Office, transmit such checks Subscription Agreements and Subscription Payment for deposit to the Company Trust or its designated agent. Participating Broker-Dealer understands that the Trust reserves the unconditional right to reject any order, in whole or in part, for any or no reason. Notwithstanding the foregoing, with respect to any Shares to be purchased by a custodial account, the Participating Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly for deposit to the Trust or its designated agent. The Participating Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the Company in accordance with subscribers showing the procedures set forth in name, U.S. address, tax identification number, state of residence, dollar amount of Shares subscribed for, and the Prospectusamount of money paid.
Appears in 1 contract
Samples: Participating Broker Dealer Agreement (Oak Street Net Lease Trust)
Submission of Orders. Dealer hereby agrees to solicit, as an independent contractor and not as the agent of the 31.1 The Dealer Manager or of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement will require in the form attached to the Prospectus and in accordance its agreements with the terms of the Prospectus. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those Selling Group Member that each Selling Group Member will instruct those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, National Association, as escrow agent for Gladstone Land Corporation.” Any the Company. The Dealer receiving a Manager and each Selling Group Member will return any check it receives not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which Manager or Selling Group Member that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods:
1. 31.2 Where, pursuant to the DealerSelling Group Member’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer Selling Group Member for deposit directly with to the Company in accordance with the procedures set forth in the Prospectusor its agent.
2. 31.3 Where, pursuant to the DealerSelling Group Member’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer Selling Group Member to the office of the Dealer Selling Group Member conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, Office transmit such checks for deposit to the Company or its agent.
31.4 Where the Dealer Manager receives investor proceeds, checks will be transmitted by the end of the next business day following receipt by the Dealer Manager for deposit with to the Company or its agent. If the foregoing correctly sets forth the understanding between the Dealer Manager, the Company and the Advisor, please so indicate in the space provided below for that purpose, and return one of the signed copies of this letter agreement to the Company whereupon this letter agreement shall constitute a binding agreement among us. Very truly yours, COTTONWOOD COMMUNITIES, INC., a Maryland corporation By: /s/ Xxxxx Xxxxxxxxxxx Xxxxx Xxxxxxxxxxx, Chief Legal Officer AGREED AND ACCEPTED: ORCHARD SECURITIES, LLC, a Utah limited liability company By: /s/ Xxxxx Xxxxxxxx Its: President Commission checks to be sent to: Name: Orchard Securities, LLC Address: 000 Xxxxxx Xxxxx Xxxx, Xxxxx 000 Xxxxxxxx Xxxxx, Xxxx 00000 18 CC ADVISORS III, LLC, a Delaware limited liability company By: /s/ Xxxxx Xxxxxxxxxxx Xxxxx Xxxxxxxxxxx Chief Legal Counsel Ladies and Gentlemen: The undersigned, Orchard Securities, LLC, a Utah limited liability company (the “Dealer Manager”), has entered into an agreement (the “Dealer Manager Agreement”) with Cottonwood Communities, Inc., a Maryland corporation (the “Company”) and CC Advisor III, LLC, a Delaware limited liability company (the “Advisor”) for the sale to the public (the “Offering”) of up to $750,000,000 in Class A shares and Class T shares of common stock (the “Shares”) of the Company pursuant to a primary offering (the “Primary Offering”) and the Company’s distribution reinvestment plan (“DRP”), pursuant to which the Dealer Manager has agreed to use its best efforts to form and manage, as the Dealer Manager, a group of securities dealers (the “Selling Group Members”) for the purpose of soliciting offers for the purchase of the Shares. The Dealer Manager Agreement is attached as Exhibit A. Terms used but not otherwise defined in this Soliciting Dealer Agreement (this “Agreement”) have the same meanings as set forth in the Dealer Manager Agreement. The Shares will be offered at the prices and upon the terms set forth in the Prospectus (as amended and supplemented from time to time). You are invited to become a Selling Group Member and by your confirmation hereof you agree to act in such capacity and to use your best efforts, in accordance with the procedures set forth following terms and conditions, to find qualified investors (the “Investors”) for the Shares. By your acceptance of this Agreement, you will become one of the Selling Group Members and will be entitled to and subject to the indemnification and contribution provisions contained in the ProspectusDealer Manager Agreement, including the provisions of the Dealer Manager Agreement wherein the Selling Group Members severally agree to indemnify and hold harmless the Company, the Advisor and the Dealer Manager for certain actions.
Appears in 1 contract
Samples: Dealer Manager Agreement (Cottonwood Communities, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. 12.1 Those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their checks payable to “UMB BankBehringer Harvard REIT I, National Association, as escrow agent for Gladstone Land Corporation.Inc.” Any The Dealer Manager and any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer Manager or Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods described in this Section 12. Where, pursuant Transmittal of received investor funds will be made in accordance with the following procedures. The Dealer Manager may authorize certain Dealers which are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer’s . In such case, the Dealer will collect the proceeds of the subscribers’ checks and issue a check for the aggregate amount of the subscription proceeds made payable to “Behringer Harvard REIT I, Inc.”
12.2 If a Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward (a) the subscription documents to the Dealer Manager and (b) the checks will to the Dealer Manager by noon of the next business day following receipt of the subscription documents and the check.
12.3 If a Dealer’s internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer. The Final Review Office will, by the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check.
12.4 Any check received by the Dealer for deposit Manager directly with or as processing broker dealer from the Company Dealers will, in accordance with the procedures set forth all cases, be deposited as soon as practicable, but in the Prospectus.
2. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted any event by the end of the next second business day following receipt by the Dealer Manager of the subscription documents and check. Checks of rejected subscribers will be promptly returned to such subscribers.
12.5 If requested by the Company, the Dealer Manager shall obtain, and shall cause the Dealers to obtain, from subscribers for the Shares, other documentation reasonably deemed by the Company to be required under applicable law or as may be necessary to reflect the policies of the Company. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the office privacy policies of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to the Company for deposit with the Company in accordance with the procedures set forth in the ProspectusCompany.
Appears in 1 contract
Samples: Dealer Manager Agreement (Behringer Harvard Reit I Inc)
Submission of Orders. The Dealer hereby agrees to solicit, as an independent contractor and not as the agent of the Dealer Manager or of the Company to:
(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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those i) instruct those persons who purchase Shares will be instructed by the Dealer to make their checks payable to or wire transfers for the account of “UMB Bank, National Association, as escrow agent for Gladstone Land Corporation.” Any Dealer receiving a Ares Industrial Real Estate Income Trust Inc.”;
(ii) return any check not conforming to the foregoing instructions shall return such check directly to such subscriber. Checks subscriber not later than the end of the next business day following its receipt; provided that checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of in accordance with the methods:procedures in paragraphs (iii) through (v) below;
1. Where(iii) where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are initially received from subscribers, transmit checks will be transmitted by the end of the next business day following receipt of the subscription documents and the check by the Dealer for deposit directly with to the Company in accordance with or to such other account or agent as directed by the procedures set forth in the Prospectus.Company;
2. Where(iv) where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), transmit subscription documents and checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)Dealer. The Final Review Office will in turn transmit, transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review Office, such checks Office to the Company for deposit with or to such other account or agent as directed by the Company; and
(v) deliver checks and completed subscription documents required to be sent to the Company in accordance with the procedures set forth in the Prospectusvia overnight courier to Ares Industrial Real Estate Income Trust Inc., c/o SS&C Technologies, Inc., 000 X. 0xx Xxxxxx, Xxxxx 000000, Xxxxxx Xxxx, Xxxxxxxx, 00000.
Appears in 1 contract
Samples: Selected Dealer Agreement (ARES INDUSTRIAL REAL ESTATE INCOME TRUST Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB BankXxxxx & Xxxxx Healthcare REIT II, National Association, as escrow agent for Gladstone Land Corporation.Inc.” Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscriber. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods:
1. Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit directly with to the Company in accordance with the procedures set forth in the ProspectusCompany.
2. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the ““ Final Review OfficeOffice ”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, transmit such checks for deposit to the Company for deposit with escrow agent or the Company in accordance with the procedures set forth in the ProspectusCompany, as applicable.
Appears in 1 contract
Samples: Dealer Manager Agreement (Grubb & Ellis Healthcare REIT II, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares Units will be instructed by the Dealer to make their checks payable to “UMB Bank"Xxxxx Fargo Bank Iowa, National AssociationN.A., as escrow agent for Gladstone Land CorporationBehringer Harvard Mid-Term Value Enhancement Fund I LP.” " Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods in this Article II. Where, pursuant The Dealer Manager may authorize Dealer if Dealer is a "$250,000 broker-dealer" to instruct its customers to make its checks for Units subscribed for payable directly to the Dealer’s , in which case the Dealer will collect the proceeds of the subscriber's checks and issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures:
(a) If a Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks will to the escrow agent by noon of the next business day following receipt of the subscription documents and the check.
(b) If the internal supervisory procedures are to be performed at a different location (the "Final Review Office"), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2Dealer. WhereThe Final Review Office will, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by of the subscription documents and check, forward both the subscription documents and check to the Dealer to Manager as processing broker-dealer in order that the office Dealer Manager may complete its review of the Dealer conducting such final internal supervisory review (documentation and process the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to the Company for deposit with the Company in accordance with the procedures set forth in the Prospectussubscription documents and check.
Appears in 1 contract
Samples: Dealer Manager Distribution Agreement (Behringer Harvard Mid Term Value Enhancement Fund I Lp)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to [ ____________], f/b/o Xxxx Credit Property Trust III, Inc.” or “UMB Bank[____________], National Association, as escrow agent for Gladstone Land Corporationf/b/o CCPT III.” Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods in this Article II. WhereThe Dealer Manager may authorize Dealer, pursuant if Dealer is a “$250,000 broker-dealer”, to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures:
(a) If the Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks will to the escrow agent by the end of the next business day following receipt of the subscription documents and the check.
(b) If the internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)subscription documents and check. The Final Review Office will in turn transmitwill, by the end of the next business day following receipt by the Final Review OfficeOffice of the subscription documents and check, such checks forward both the subscription documents and check to the Company for deposit with Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. If requested by the Company in accordance with or the procedures set forth in Dealer Manager, the ProspectusDealer shall obtain from subscribers for the Shares, other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the privacy policies of the Company or the Dealer Manager.
Appears in 1 contract
Samples: Dealer Manager Agreement (Cole Credit Property Trust III, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable payable, prior to the time the Company reaches its minimum offering, to “UMB Bank, National AssociationN.A., as escrow agent Agent for Gladstone Land CorporationXxxx Credit Property Trust III, Inc.” or a recognizable contraction or abbreviation thereof, including but not limited to, “UMB Bank, N.A., f/b/o CCPT III.” After the Company reaches its minimum offering, checks should be payable to “Xxxx Credit Property Trust III, Inc.” or alternatively “CCPT III” or “Xxxx.” Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods in this Article II. WhereThe Dealer Manager may authorize Dealer, pursuant if Dealer is a “$250,000 broker-dealer”, to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures:
(a) If the Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks will to the escrow agent by the end of the next business day following receipt of the subscription documents and the check.
(b) If the internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)subscription documents and check. The Final Review Office will in turn transmitwill, by the end of the next business day following receipt by the Final Review OfficeOffice of the subscription documents and check, such checks forward both the subscription documents and check to the Company for deposit with Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. If requested by the Company in accordance with or the procedures set forth in Dealer Manager, the ProspectusDealer shall obtain from subscribers for the Shares, other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the privacy policies of the Company or the Dealer Manager.
Appears in 1 contract
Samples: Dealer Manager Agreement (Cole Credit Property Trust III, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, Except as set forth in the Prospectusbelow, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those those persons who purchase Shares shall be instructed by the Dealer to make their checks payable to or wire transfer directed to “[●], as Escrow Agent for Rodin Income Trust, Inc.” After the Company meets the Minimum Offering requirement of $2,000,000, subscribers will be instructed by the Dealer to make their checks payable to or to send wire transfers for the account of “UMB BankRodin Income Trust, National Association, as escrow agent for Gladstone Land Corporation.Inc.” Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of in accordance with the methods:
1following procedures. Where, pursuant to the a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are initially received from subscribers, checks will be transmitted by the end of the next business day following receipt of the subscription documents and the check by the Dealer for deposit directly with to the escrow agent or, after the Minimum Offering has been achieved, to the Company in accordance with or to such other account or agent as directed by the procedures set forth in the Prospectus.
2Company. Where, pursuant to the a Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), subscription documents and checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)Dealer. The Final Review Office will in turn transmit, transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review OfficeOffice to the escrow agent or, such checks after the Minimum Offering has been achieved, to the Company or to such other account or agent as directed by the Company. Dealer agrees to be bound by the terms of the Escrow Agreement executed as of , 2016, by [●], as Escrow Agent, the Dealer Manager and the Company. Dealers shall deliver checks and completed subscription documents required to be sent to the escrow agent pursuant to this Section II via overnight courier to [●], as Escrow Agent for deposit with the Company in accordance with the procedures set forth in the ProspectusRodin Income Trust, Inc., Attention: [●].
Appears in 1 contract
Samples: Selected Dealer Agreement (Rodin Income Trust, Inc.)
Submission of Orders. Dealer hereby agrees to solicit, as an independent contractor and not as the agent of the 14.1 The Dealer Manager or of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement may authorize certain Dealers that have “net capital,” as defined in the form attached applicable federal securities regulations, of $250,000 or more, to the Prospectus and in accordance with the terms of the Prospectus. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer instruct their customers to make their checks for Bonds subscribed for payable directly to the Dealer. In such case, the Dealer will collect the proceeds of the subscribers’ checks and issue a check made payable to “UMB Bank, National Associationthe order of the Company, as escrow agent described above, for Gladstone Land Corporation.” Any the aggregate amount of the subscription proceeds or wire such funds to the Company. The Dealer Manager and any Dealer receiving a check that does not conforming conform to the foregoing instructions shall promptly return such check directly to such subscriber. Checks received by the Dealer which Manager or Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:methods described in this Section 14 and in accordance with the requirements set forth in Rule 15c2-4 promulgated under the Exchange Act.
114.2 It is understood and agreed that the Company reserves the right in its sole discretion to refuse to sell any of the Bonds to any person.
14.3 In connection with DRS Settlement (as defined below), those persons who purchase Bonds will be instructed by the Dealer Manager or the Dealer to make their checks payable to “UMB Bank, n.a., as escrow agent for The Gladstone Companies, Inc.” (the “Escrow Agent”). WhereEach person desiring to purchase Bonds through the Dealer Manager, pursuant or any other Dealer participating in the Offering, will be required to complete and execute the subscription documents described in the Offering Circular. In connection with DRS Settlement, when a Dealer’s internal supervisory procedures, internal supervisory review is procedures are conducted at the same location site at which the subscription documents agreement and checks are check were initially received by such Dealer from subscribersthe subscriber, checks will be transmitted the Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following receipt by of the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2check and subscription agreement. WhereWhen, pursuant to the a Dealer’s internal supervisory procedures, such Dealer’s final and internal supervisory review is procedures are conducted at a different locationlocation (the “Final Review Office”), checks will be transmitted such Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following such Dealer’s receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)subscription agreement and check. The Final Review Office will in turn transmitwill, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by a Dealer participating in this Offering is rejected by the Final Review OfficeDealer Manager or the Company, such checks then the subscription agreement and check will be returned to the rejected subscriber within ten (10) days from the date of rejection.
14.4 The Company for deposit with will sell the Bonds using two closing services provided by the Depository Trust Company (“DTC”). The first service is DTC closing (“DTC Settlement”), and the second service is Direct Registration Service (“DRS Settlement”). A sale of Bonds shall be deemed by the Company to be completed if and only if (i) the Company has received payment of the full purchase price of purchased Bonds, from an investor who satisfies the minimum purchase requirements set forth in the Offering Circular as determined by the Dealer Manager or other Dealer participating in this Offering, as applicable, in accordance with the procedures set forth provisions of this Agreement, (ii) the Company has accepted such subscription, and, if using DRS Settlement, a properly completed and executed subscription agreement, and (iii) such investor has been admitted as a bondholder of the Company. In addition, no sale of Bonds shall be completed until after the date on which the subscriber receives a copy of the Offering Circular. The Dealer Manager hereby acknowledges and agrees that the Company, in its sole and absolute discretion, may accept or reject any subscription, in whole or in part, for any reason whatsoever or no reason, and no dealer manager fee in the Prospectusamount of up to 3.0% (as described in Section 5.1) will be paid to the Dealer Manager with respect to that portion of any subscription which is rejected.
14.5 Prior to each closing date related to the sale of the Bonds the Dealer Manager shall provide the Company with a detailed list of all orders reflecting the participating broker dealer, registered investment advisor, customer, order quantity and other information the Company may reasonably request.
Appears in 1 contract
Samples: Dealer Manager Agreement (Gladstone Companies, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. 12.1 Those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their checks payable to “UMB Bank"Wells Fargo Bank Iowa, National AssociationN.A., as escrow agent for Gladstone Land Corporation.” Any Behringer Harvard REIX X, Inc." The Dealer Manager and any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer Manager or Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods described in this Section 12. Where, pursuant Transmittal of received investor funds will be made in accordance with the following procedures. The Dealer Manager may authorize certain Dealers which are "$250,000 broker-dealers" to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer’s . In such case, the Dealer will collect the proceeds of the subscribers' checks and issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent.
12.2 If a Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks will to the escrow agent by noon of the next business day following receipt of the subscription documents and the check.
12.3 If a Dealer's internal supervisory procedures are to be performed at a different location (the "Final Review Office"), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer. The Final Review Office will, by the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check.
12.4 Any check received by the Dealer for deposit Manager directly with or as processing broker-dealer from the Company Dealers will, in accordance with the procedures set forth in the Prospectus.
2. Whereall cases, pursuant be forwarded to the Dealer’s internal supervisory proceduresescrow agent as soon as practicable, final and internal supervisory review is conducted at a different location, checks will be transmitted but in any event by the end of the next second business day following receipt by the Dealer Manager of the subscription documents and check. Checks of rejected subscribers will be promptly returned to such subscribers.
12.5 If requested by the Company, the Dealer Manager shall obtain, and shall cause the Dealers to obtain, from subscribers for the Shares, other documentation reasonably deemed by the Company to be required under applicable law or as may be necessary to reflect the policies of the Company. Such documentation may include, without limitation, subscribers' written acknowledgement and agreement to the office privacy policies of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to the Company for deposit with the Company in accordance with the procedures set forth in the ProspectusCompany.
Appears in 1 contract
Samples: Dealer Manager Agreement (Behringer Harvard Reit I Inc)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB BankXxxxx & Xxxxx Apartment REIT, National Association, as escrow agent for Gladstone Land Corporation.Inc.” Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscriber. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods:
1. Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit directly with to the Company in accordance with the procedures set forth in the ProspectusCompany.
2. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, transmit such checks for deposit to the Company for deposit with the Company in accordance with the procedures set forth in the ProspectusCompany.
Appears in 1 contract
Samples: Dealer Manager Agreement (Grubb & Ellis Apartment REIT, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares Units will be instructed by the Dealer to make their checks payable to “UMB Bank"NationsBank, National AssociationN.A., as Escrow Agent for Xxxxx Real Estate Fund XII, L.P." where appropriate, or to the Partnership after the Minimum Offering has been achieved. Dealer hereby agrees to be bound by the terms of the Escrow Agreement executed as of February 15, 1999 by NationsBank, N.A., as escrow agent for Gladstone Land Corporation.” agent, the Dealer Manager and the Partnership, a copy of which is enclosed. Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods in this Article II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s 's internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted in care of the Dealer Manager by the end of the next business day following receipt by the Dealer for deposit directly with to an escrow agent, where appropriate, or to the Company in accordance with Partnership after the procedures set forth in the Prospectus.
2Minimum Offering has been achieved. Where, pursuant to the Dealer’s 's internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “"Final Review Office”"). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, transmit such checks for deposit to an escrow agent, where appropriate, or to the Company for deposit with Partnership after the Company in accordance with the procedures set forth in the ProspectusMinimum Offering has been achieved.
Appears in 1 contract
Samples: Dealer Manager Distribution Agreement (Wells Real Estate Fd Xii L P & Wells Real Estate Fd Xiii Lp)
Submission of Orders. Dealer hereby agrees Each person desiring to solicit, as an independent contractor purchase Shares in the Offering will be required to complete and not as the agent of execute a Subscription Agreement and to deliver to the Dealer Manager such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement payment”) in the form attached to amount of such person’s purchase, which must be at least the Prospectus and in accordance with the terms of the Prospectus. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as minimum purchase amount set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks instruments of payment payable to or for the benefit of “UMB BankXxxxx & Steers Income Opportunities REIT, National AssociationInc.” Purchase orders which include either a completed and executed Subscription Agreement in good order or a Subscription Confirmation (as defined below) (such Subscription Agreement and Subscription Confirmation are sometimes collectively referred to herein as “Subscription Documents”) received by the Company or its transfer agent at least five (5) business days prior to the first calendar day of the month (unless waived by the Dealer Manager) will be executed as of the first calendar day of the month (based on the prior month’s transaction price per share of the applicable share). For purposes of this Agreement, a “Subscription Confirmation” shall mean a written summary by the Dealer of all necessary information from a completed and executed Subscription Agreement in good order received by the Dealer. The Dealer hereby represents and warrants upon providing any such Subscription Confirmation to the Company or its transfer agent that the Dealer has received the completed and executed Subscription Agreement in good order and that the summary of information from such Subscription Agreement provided to the Company or its transfer agent is accurate. Upon request from the Company or its transfer agent, the Dealer covenants to promptly provide the Company and/or its transfer agent, as escrow applicable, access to any completed and executed Subscription Agreement that is the subject of a Subscription Confirmation. Any repurchase requests must be made in accordance with the applicable procedures described in the Company’s offering document, the Company’s Share Repurchase Plan the (“Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a repurchase request is not received in “good order’’ unless the repurchase request and all required documentation is complete and received by the Company’s transfer agent for Gladstone Land Corporation.” Any by the applicable repurchase request deadline described in the Company’s offering document or otherwise specified by the Company in writing. If the Dealer receiving receives a check Subscription Agreement or instrument of payment not conforming to the foregoing instructions instructions, the Dealer shall return such check Subscription Agreement and instrument of payment directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks Subscription Agreements and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents Subscription Agreements and checks instruments of payment are received from subscribers, checks Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit directly with to the Company in accordance with the procedures or its agent as set forth in the Prospectus.
2Subscription Agreement or as otherwise directed by the Company. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmitturn, by the end of the next business day following receipt by the Final Review Office, transmit such checks Subscription Agreements and instruments of payment for deposit to the Company for deposit with the Company in accordance with the procedures or its agent as set forth in the ProspectusSubscription Agreement or as otherwise directed by the Company.
Appears in 1 contract
Samples: Dealer Manager Agreement (Cohen & Steers Income Opportunities REIT, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, National AssociationBB&T, as escrow agent for Gladstone Land Commercial Corporation.” Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscriber. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1. Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to the Company for deposit with the Company in accordance with the procedures set forth in the Prospectus.
Appears in 1 contract
Samples: Dealer Manager Agreement (Gladstone Commercial Corp)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. 12.1 Those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their checks payable to “UMB BankPriority Income Fund, National Association, as escrow agent for Gladstone Land Corporation.Inc.” Any The Dealer Manager and any Dealer receiving a check not conforming to the foregoing instructions this instruction shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer Manager or any Dealer which conform to the foregoing instructions this instruction shall be transmitted by overnight mail to the Company for deposit pursuant to one of along with a completed application, using the methods:
1form provided by the Company. Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which the subscription documents and checks are check for the purchase of Shares were initially received by Dealer from subscribersthe subscriber, checks will be transmitted Dealer shall transmit the subscription and check for the purchase of Shares by the end of the next business day following receipt by of the Dealer check and subscription to the Company for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2Company. Where, pursuant to the Dealer’s internal supervisory procedures, Dealer’s final and internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), checks will be transmitted Dealer shall transmit the subscription and check for the purchase of Shares to the Final Review Office by the end of the next business day following Dealer’s receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (subscription and check for the “Final Review Office”)purchase of Shares. The Final Review Office will in turn transmitwill, by the end of the next business day following its receipt by of the Final Review Officesubscription and check for the purchase of Shares, such checks forward both the subscription and check for the purchase of Shares to the Company for deposit directly with the Company. The Dealer Manager may authorize certain Dealers which are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer. In such case, the Dealer will collect the proceeds of the subscribers’ checks and issue a check for the aggregate amount of the subscription proceeds made payable to “Priority Income Fund, Inc.” Checks of rejected subscribers will be promptly returned to such subscribers.
12.2 If requested by the Company, the Dealer Manager shall obtain, and shall cause the Dealers to obtain, from subscribers for the Shares, other documentation reasonably deemed by the Company in accordance with to be required under applicable law or as may be necessary to reflect the procedures set forth in policies of the ProspectusCompany. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the privacy policies of the Company.
Appears in 1 contract
Samples: Dealer Manager Agreement (Priority Income Fund, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares Units will be instructed by the Dealer to make their checks payable to “UMB Bank"Bank of America, National AssociationN.A., as Escrow Agent for Xxxxx Real Estate Fund XIII, L.P." where appropriate, or to the Partnership after the Minimum Offering has been achieved. Dealer hereby agrees to be bound by the terms of the Escrow Agreement executed as of ____________, 2000 by Bank of America, N.A., as escrow agent for Gladstone Land Corporation.” agent, the Dealer Manager and the Partnership, a copy of which is enclosed. Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods in this Article II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s 's internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted in care of the Dealer Manager by the end of the next business day following receipt by the Dealer for deposit directly with to an escrow agent, where appropriate, or to the Company in accordance with Partnership after the procedures set forth in the Prospectus.
2Minimum Offering has been achieved. Where, pursuant to the Dealer’s 's internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “"Final Review Office”"). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, transmit such checks for deposit to an escrow agent, where appropriate, or to the Company for deposit with Partnership after the Company in accordance with the procedures set forth in the ProspectusMinimum Offering has been achieved.
Appears in 1 contract
Samples: Dealer Manager Distribution Agreement (Wells Real Estate Fund Xiii L P)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB "Wells Fargo Bank, National Association, as escrow agent for Gladstone Land CorporationHartman Commercial Properties REIT.” " Any Dealer receiving recexxxxx a check not conforming xxxxxxxing to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods in this Article II. Where, pursuant The Dealer Manager may authorize Dealer if Dealer is a "$250,000 broker-dealer" to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer’s , in which case the Dealer will collect the proceeds of the subscriber's checks and issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures:
(a) If the Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks will to the escrow agent by noon of the next business day following receipt of the subscription documents and the check.
(b) If the internal supervisory procedures are to be performed at a different location (the "Final Review Office"), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2Dealer. WhereThe Final Review Office will, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. If requested by the Company or the Dealer Manager, the Dealer shall obtain from subscribers for the Shares, other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers' written acknowledgement and agreement to the office privacy policies of the Company or the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to the Company for deposit with the Company in accordance with the procedures set forth in the ProspectusManager.
Appears in 1 contract
Samples: Dealer Manager Agreement (Hartman Commercial Properties Reit)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank"______________________./ Xxxx Credit Property Trust II, National Association, as escrow agent for Gladstone Land Corporation.” Inc." Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods in this Article II. Where, pursuant The Dealer Manager may authorize Dealer if Dealer is a "$250,000 broker-dealer" to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer’s , in which case the Dealer will collect the proceeds of the subscriber's checks and issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures:
(a) If the Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks will to the escrow agent by the end of the next business day following receipt of the subscription documents and the check.
(b) If the internal supervisory procedures are to be performed at a different location (the "Final Review Office"), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)subscription documents and check. The Final Review Office will in turn transmitwill, by the end of the next business day following receipt by the Final Review OfficeOffice of the subscription documents and check, such checks forward both the subscription documents and check to the Company for deposit with Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. If requested by the Company in accordance with or the procedures set forth in Dealer Manager, the ProspectusDealer shall obtain from subscribers for the Shares, other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers' written acknowledgement and agreement to the privacy policies of the Company or the Dealer Manager.
Appears in 1 contract
Samples: Dealer Manager Agreement (Cole Credit Property Trust II Inc)
Submission of Orders. 12.1 Until such time as the Company has received and accepted subscriptions for at least 200,000 shares and released the proceeds from such subscriptions from escrow (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), those persons who purchase Shares will be instructed by the Dealer hereby agrees Manager or the Dealer to solicitmake their checks payable to “The Bank of New York, as an independent contractor and not as escrow agent for Behringer Harvard Opportunity REIT I, Inc.” Thereafter, in the agent discretion of the Dealer Manager or of the Company (or their affiliates), persons acceptable upon notice 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. Dealer hereby agrees to diligently make inquiries as required by this AgreementDealer, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those those persons who purchase Shares shares will be instructed by the Dealer to make their checks payable to “UMB BankBehringer Harvard Opportunity REIT I, National Association, as escrow agent for Gladstone Land Corporation.Inc.” Any The Dealer Manager and any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer Manager or Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods described in this Section 12. Where, pursuant Transmittal of received investor funds will be made in accordance with the following procedures. The Dealer Manager may authorize certain Dealers which are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer’s . In such case, the Dealer will collect the proceeds of the subscribers’ checks and issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent, or if instructed by the Dealer Manager as provided above, made payable to the order of the Company.
12.2 If a Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks will to the escrow agent or the Dealer Manager, as applicable, by noon of the next business day following receipt of the subscription documents and the check.
12.3 If a Dealer’s internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer. The Final Review Office will, by the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check.
12.4 Any check received by the Dealer for deposit Manager directly with or as processing broker-dealer from the Company Dealers will, in accordance with the procedures set forth in the Prospectus.
2. Whereall cases, pursuant be forwarded to the Dealer’s internal supervisory proceduresescrow agent as soon as practicable, final and internal supervisory review is conducted at a different location, checks will be transmitted but in any event by the end of the next second business day following receipt by the Dealer Manager of the subscription documents and check. Checks of rejected subscribers will be promptly returned to such subscribers.
12.5 If requested by the Company, the Dealer Manager shall obtain, and shall cause the Dealers to obtain, from subscribers for the Shares, other documentation reasonably deemed by the Company to be required under applicable law or as may be necessary to reflect the policies of the Company. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the office privacy policies of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to the Company for deposit with the Company in accordance with the procedures set forth in the ProspectusCompany.
Appears in 1 contract
Samples: Dealer Manager Agreement (Behringer Harvard Opportunity REIT I, Inc.)
Submission of Orders. The Dealer hereby agrees to solicitManager, as an independent contractor and not as the agent of the in its agreements with Dealers, shall require each Dealer Manager or of the Company to:
(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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, i) except as set forth in the Prospectusbelow, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those instruct those persons who purchase Shares will be instructed by the Dealer to make their checks payable to or wire transfer directed to “UMB Bank, National AssociationN.A., as escrow agent Escrow Agent for Gladstone Land Corporation.” Any Dealer receiving a Rodin Income Trust, Inc.”;
(ii) after the Company meets the Minimum Offering requirement of $2,000,000, instruct subscribers to make their checks payable to or to send wire transfers for the account of “Rodin Income Trust, Inc.;”
(iii) return any check not conforming to the foregoing instructions shall return such check directly to such subscriber. Checks subscriber not later than the end of the next business day following its receipt; provided that checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of in accordance with the methods:procedures in paragraphs (iv) through (vi) below;
1. Where(iv) where, pursuant to the a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are initially received from subscribers, transmit checks will be transmitted by the end of the next business day following receipt of the subscription documents and the check by the Dealer for deposit directly with to the escrow agent or, after the Minimum Offering has been achieved, to the Company in accordance with or to such other account or agent as directed by the procedures set forth in the Prospectus.Company;
2. Where(v) where, pursuant to the a Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), transmit subscription documents and checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)Dealer. The Final Review Office will in turn transmit, transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review OfficeOffice to the escrow agent or, such checks after the Minimum Offering has been achieved, to the Company or to such other account or agent as directed by the Company; and
(vi) deliver checks and completed subscription documents required to be sent to the escrow agent pursuant to this Section 5(j) via overnight courier to UMB Bank, N.A., as Escrow Agent for deposit with the Company in accordance with the procedures set forth in the Prospectus.Rodin Income Trust, Inc.
Appears in 1 contract
Samples: Dealer Manager Agreement (Rodin Income Trust, Inc.)
Submission of Orders. 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 Each person desiring to purchase Offered Shares in the Shares pursuant Offering will be required to the subscription agreement complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, subject to any discount that may apply based upon the volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in accordance with the terms of the Prospectus. Dealer hereby agrees to diligently make inquiries There shall be a minimum initial purchase by any one purchaser of 500 shares (except as required by this Agreement, as set forth otherwise indicated in the Prospectus, and as required by all applicable laws or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of all prospective investors in order to ascertain whether a purchase of the Offered Shares is suitable for each such investorshall be 100 shares per transaction. Those persons Persons who purchase Offered Shares will be instructed by the Dealer to shall make their checks payable to “UMB Bank, National Association“ Xxxxxx Street Bank & Trust, as escrow agent for Gladstone Land Corporation.Xxxxxxx Capital, Inc. ” Any Each person desiring to purchase Offered Shares in the Offering must submit subscriptions for a specific share amount The Processing Broker-Dealer receiving a check Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such check Subscription Agreement and Subscription Payment directly to such subscribersubscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Checks Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods described in this Section II. Where, pursuant If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its check for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s internal supervisory procedurescheck and issue a check for the aggregate amount of the subscription proceeds made payable to the order of “Xxxxxxx Capital Escrow Account.” Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated ______, 2009 (the “Escrow Agreement”), by and among the Escrow Agent and the Company.
(a) If the Processing Broker-Dealer conducts its internal supervisory review is conducted at the same location at which subscription documents Subscription Agreements and checks Subscription Payments are received from subscribers, checks will be transmitted then, by the end of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and Subscription Payment for deposit directly with to the Escrow Agent, or after the Minimum Offering has been achieved, to the Company in accordance with the procedures set forth in the Prospectusor its designated agent.
2. Where, pursuant to (b) If the Dealer’s internal supervisory procedures, final and Processing Broker-Dealer conducts its internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), checks Subscription Agreements and Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)Processing Broker-Dealer. The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, transmit such checks Subscription Agreements and Subscription Payment for deposit to the Escrow Agent, or after the Minimum Offering has been achieved, to the Company for deposit with or its designated agent. Selected Dealer understands that the Company in accordance reserves the unconditional right to reject any subscription for any or no reason. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the procedures set forth in Processing Broker-Dealer shall cause the Prospectuscustodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly to the Transfer Agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the amount of money paid.
Appears in 1 contract
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares Units will be instructed by the Dealer to make their checks payable to “UMB Bank"Xxxxx Fargo Bank Iowa, National AssociationN.A., as escrow agent for Gladstone Land CorporationBehringer Harvard Mid-Term Value Enhancement Fund I LP.” " Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods in this Article II. Where, pursuant The Dealer Manager may authorize Dealer if Dealer is a "$250,000 broker-dealer" to instruct its customers to make its checks for Units subscribed for payable directly to the Dealer’s , in which case the Dealer will collect the proceeds of the subscriber's checks and issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures:
(a) If a Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks will to the escrow agent by noon of the next business day following receipt of the subscription documents and the check.
(b) If the internal supervisory procedures are to be performed at a different location (the "Final Review Office"), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2Dealer. WhereThe Final Review Office will, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. If requested by the Partnership or the Dealer Manager, the Dealer shall obtain from subscribers for the Units, other documentation reasonably deemed by the Partnership or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Partnership or the Dealer Manager. Such documentation may include, without limitation, subscriber written acknowledgement and agreement to the office privacy policies of the Partnership or the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to the Company for deposit with the Company in accordance with the procedures set forth in the ProspectusManager.
Appears in 1 contract
Samples: Dealer Manager Distribution Agreement (Behringer Harvard Mid Term Value Enhancement Fund I Lp)
Submission of Orders. 12.1 Until such time as the Company has received and accepted subscriptions for at least 200,000 shares and released the proceeds from such subscriptions from escrow (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), those persons who purchase Shares will be instructed by the Dealer hereby agrees Manager or the Dealer to solicitmake their checks payable to "_______________, as an independent contractor and not as escrow agent for Behringer Harvard Opportunity REIT I, Inc." Thereafter, in the agent discretion of the Dealer Manager or of the Company (or their affiliates), persons acceptable upon notice 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. Dealer hereby agrees to diligently make inquiries as required by this AgreementDealer, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those those persons who purchase Shares shares will be instructed by the Dealer to make their checks payable to “UMB Bank"Behringer Harvard Opportunity REIT I, National Association, as escrow agent for Gladstone Land Corporation.” Any Inc." The Dealer Manager and any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which Manager or Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods described in this Section 12. Where, pursuant Transmittal of received investor funds will be made in accordance with the following procedures. The Dealer Manager may authorize certain Dealers that are "$250,000 broker-dealers" to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer’s . In such case, the Dealer will collect the proceeds of the subscribers' checks and issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent, or if instructed by the Dealer Manager as provided above, made payable to the order of the Company.
12.2 If a Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks will to the escrow agent or the Dealer Manager, as applicable, by noon of the next business day following receipt of the subscription documents and the check.
12.3 If a Dealer's internal supervisory procedures are to be performed at a different location (the "Final Review Office"), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer. The Final Review Office will, by the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check.
12.4 Any check received by the Dealer for deposit Manager directly with or as processing broker-dealer from the Company Dealers will, in accordance with the procedures set forth all cases, be forwarded as soon as practicable, but in the Prospectus.
2. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted any event by the end of the next second business day following receipt by the Dealer Manager of the subscription documents and check. Checks of rejected subscribers will be promptly returned to such subscribers.
12.5 If requested by the Company, the Dealer Manager shall obtain, and shall cause the Dealers to obtain, from subscribers for the Shares, other documentation reasonably deemed by the Company to be required under applicable law or as may be necessary to reflect the policies of the Company. Such documentation may include, without limitation, subscribers' written acknowledgement and agreement to the office privacy policies of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to the Company for deposit with the Company in accordance with the procedures set forth in the ProspectusCompany.
Appears in 1 contract
Samples: Dealer Manager Agreement (Behringer Harvard Opportunity REIT I, Inc.)
Submission of Orders. Dealer hereby agrees to solicit, as an independent contractor and not as the agent of 12.1 Those persons who purchase Units will be instructed by 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank"Wells Fargo Bank Iowa, National AssociationN.A., as escrow agent for Gladstone Land CorporationBehringer Harvard Shoxx-Xxrm Opportunity Fund I LP.” Any " The Dealer Manager and any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer Manager or Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods described in this Section 12. Where, pursuant Transmittal of received investor funds will be made in accordance with the following procedures. The Dealer Manager may authorize certain Dealers which are "$250,000 broker-dealers" to instruct their customers to make their checks for Units subscribed for payable directly to the Dealer’s . In such case, the Dealer will collect the proceeds of the subscribers' checks and issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent.
12.2 If a Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks will to the escrow agent by noon of the next business day following receipt of the subscription documents and the check.
12.3 If a Dealer's internal supervisory procedures are to be performed at a different location (the "Final Review Office"), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer. The Final Review Office will, by the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check.
12.4 Any check received by the Dealer for deposit Manager directly with or as processing broker-dealer from the Company Dealers will, in accordance with the procedures set forth in the Prospectus.
2. Whereall cases, pursuant be forwarded to the Dealer’s internal supervisory proceduresescrow agent as soon as practicable, final and internal supervisory review is conducted at a different location, checks will be transmitted but in any event by the end of the next second business day following receipt by the Dealer Manager of the subscription documents and check. Checks of rejected subscribers will be promptly returned to such subscribers.
12.5 If requested by the Partnership, the Dealer Manager shall obtain, and shall cause the Dealers to obtain, from subscribers for the Units, other documentation reasonably deemed by the Partnership to be required under applicable law or as may be necessary to reflect the policies of the Partnership. Such documentation may include, without limitation, subscribers' written acknowledgement and agreement to the office privacy policies of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to the Company for deposit with the Company in accordance with the procedures set forth in the ProspectusPartnership.
Appears in 1 contract
Samples: Dealer Manager Distribution Agreement (Behringer Harvard Short Term Opportunity Fund I Lp)
Submission of Orders. Dealer hereby agrees to solicit, as an independent contractor and not as the agent of the 31.1 The Dealer Manager or of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement will require in the form attached to the Prospectus and in accordance its agreements with the terms of the Prospectus. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those Selling Group Member that each Selling Group Member will instruct those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, National Association, as escrow agent for Gladstone Land Corporation.” Any the Company. The Dealer receiving a Manager and each Selling Group Member will return any check it receives not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which Manager or Selling Group Member that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods:
1. 31.2 Where, pursuant to the DealerSelling Group Member’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer Selling Group Member for deposit directly with to the Company in accordance with the procedures set forth in the Prospectusor its agent.
2. 31.3 Where, pursuant to the DealerSelling Group Member’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer Selling Group Member to the office of the Dealer Selling Group Member conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, Office transmit such checks for deposit to the Company or its agent.
31.4 Where the Dealer Manager receives investor proceeds, checks will be transmitted by the end of the next business day following receipt by the Dealer Manager for deposit with to the Company or its agent. If the foregoing correctly sets forth the understanding between the Dealer Manager, the Company and the Advisor, please so indicate in the space provided below for that purpose, and return one of the signed copies of this letter agreement to the Company whereupon this letter agreement shall constitute a binding agreement among us. Very truly yours, COTTONWOOD COMMUNITIES, INC., a Maryland corporation By: /s/ Xxxxx Xxxxxxxxxxx AGREED AND ACCEPTED: ORCHARD SECURITIES, LLC, a Utah limited liability company By: /s/ Xxxxx Xxxxxxxx Its: President Commission checks to be sent to: Name: Orchard Securities, LLC Address: 000 Xxxxxx Xxxxx Xxxx, Xxxxx 000 Xxxxxxxx Xxxxx, Xxxx 00000 CC ADVISORS III, LLC, a Delaware limited liability company By: /s/ Xxxxx Xxxxxxxxxxx Ladies and Gentlemen: The undersigned, Orchard Securities, LLC, a Utah limited liability company (the “Dealer Manager”), has entered into an agreement (the “Dealer Manager Agreement”) with Cottonwood Communities, Inc., a Maryland corporation (the “Company”) and CC Advisor III, LLC, a Delaware limited liability company (the “Advisor”) for the sale to the public (the “Offering”) of up to $750,000,000 in Class A shares and Class T shares of common stock (the “Shares”) of the Company pursuant to a primary offering (the “Primary Offering”) and the Company’s distribution reinvestment plan (“DRP”), pursuant to which the Dealer Manager has agreed to use its best efforts to form and manage, as the Dealer Manager, a group of securities dealers (the “Selling Group Members”) for the purpose of soliciting offers for the purchase of the Shares. The Dealer Manager Agreement is attached as Exhibit A. Terms used but not otherwise defined in this Soliciting Dealer Agreement (this “Agreement”) have the same meanings as set forth in the Dealer Manager Agreement. The Shares will be offered at the prices and upon the terms set forth in the Prospectus (as amended and supplemented from time to time). You are invited to become a Selling Group Member and by your confirmation hereof you agree to act in such capacity and to use your best efforts, in accordance with the procedures set forth following terms and conditions, to find qualified investors (the “Investors”) for the Shares. By your acceptance of this Agreement, you will become one of the Selling Group Members and will be entitled to and subject to the indemnification and contribution provisions contained in the ProspectusDealer Manager Agreement, including the provisions of the Dealer Manager Agreement wherein the Selling Group Members severally agree to indemnify and hold harmless the Company, the Advisor and the Dealer Manager for certain actions.
Appears in 1 contract
Samples: Dealer Manager Agreement (Cottonwood Communities, Inc.)
Submission of Orders. 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), Those persons acceptable to the Company to who purchase the Common Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares Offering will be instructed by the Dealer to make their checks payable to “UMB U.S. Bank, National AssociationEscrow Agent for Medical Hospitality Group, as Inc. and such checks will be promptly deposited into the escrow agent for Gladstone Land Corporation.” account established by the Issuer and Dealer Manager. Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods in this Article II. Where, pursuant The Dealer Manager may authorize Dealer if Dealer is a "$250,000 broker-dealer" to instruct its customers to make its checks for Common Shares subscribed for payable directly to the Dealer’s , in which case the Dealer will collect the proceeds of the subscriber's checks and issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds. Transmittal of received investor Issuers will be made in accordance with the following procedures:
(a) If a Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks will to the escrow agent by noon of the next business day following receipt of the subscription documents and the check.
(b) If the internal supervisory procedures are to be performed at a different location (the "Final Review Office"), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2Dealer. WhereThe Final Review Office will, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. If requested by the Issuer or the Dealer Manager, the Dealer shall obtain from subscribers for the Common Shares, other documentation reasonably deemed by the Issuer or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Issuer or the Dealer Manager. Such documentation may include, without limitation, subscribers' written acknowledgement and agreement to the office privacy policies of the Issuer or the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to the Company for deposit with the Company in accordance with the procedures set forth in the ProspectusManager.
Appears in 1 contract
Submission of Orders. Dealer hereby agrees to solicit, as an independent contractor and not as the agent of the 31.1 The Dealer Manager or of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement will require in the form attached to the Prospectus and in accordance its agreements with the terms of the Prospectus. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those Selling Group Member that each Selling Group Member will instruct those persons who purchase Shares will be instructed by the Dealer to make their checks or wire transfers (“instruments of payment”) payable to “UMB Bank, National Association, as escrow agent for Gladstone Land Corporation.” Any the Company. The Dealer receiving a check Manager and each Selling Group Member will return any instrument of payment it receives not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks Instruments of payment received by the Dealer which Manager or Selling Group Member that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods:
1. 31.2 Where, pursuant to the DealerSelling Group Member’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks instruments of payment are received from subscribers, checks instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Selling Group Member for deposit directly with to the Company in accordance with the procedures set forth in the Prospectusor its agent.
2. 31.3 Where, pursuant to the DealerSelling Group Member’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Selling Group Member to the office of the Dealer Selling Group Member conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, Office transmit such checks instruments of payment for deposit to the Company or its agent.
31.4 Where the Dealer Manager receives investor proceeds, instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Manager for deposit with to the Company or its agent. If the foregoing correctly sets forth the understanding between the Dealer Manager and the Company, please so indicate in accordance the space provided below for that purpose, and return one of the signed copies of this letter agreement to the Company whereupon this letter agreement shall constitute a binding agreement among us. Very truly yours, COTTONWOOD COMMUNITIES, INC., a Maryland corporation By: AGREED AND ACCEPTED: ORCHARD SECURITIES, LLC, a Utah limited liability company By: Its: Commission checks to be sent to: Name: Orchard Securities, LLC Address: 000 Xxxxxx Xxxxx Xxxx, Xxxxx 000 Xxxxxxxx Xxxxx, Xxxx 00000 Registration Statement on Form S-11, Registration No. 333-258754 EXHIBIT A , 20 Ladies and Gentlemen: The undersigned, Orchard Securities, LLC, a Utah limited liability company (the “Dealer Manager”), has entered into the Dealer Manager Agreement (the “Dealer Manager Agreement”) with Cottonwood Communities, Inc., a Maryland corporation (the procedures “Company”) for the sale to the public of shares of common stock, $0.01 par value per share (the “Common Stock”) of the Company, pursuant to which the Dealer Manager has agreed to use its best efforts to form and manage, as the Dealer Manager, a group of securities dealers (the “Selling Group Members”) for the purpose of soliciting offers for the purchase of the Shares (defined below). The Dealer Manager Agreement is attached as Exhibit A. Terms used but not otherwise defined in this Soliciting Dealer Agreement (this “Agreement”) have the same meanings as set forth in the ProspectusDealer Manager Agreement. As described in the Dealer Manager Agreement, the Company has filed one or more registration statements with the SEC that are listed on Schedule 1 to the Dealer Manager Agreement (each, a “Registration Statement”), which Schedule 1 may be amended from time to time with the written consent of the Company and the Dealer Manager. Any new Registration Statement will be added to Schedule 1 upon its initial effectiveness with the SEC. Each Registration Statement shall register an ongoing offering (each, an “Offering”) of Common Stock, which may consist of Class T, Class D and/or Class I shares of Common Stock in the primary portion of the Offering (the “Primary Offering”) and Class T, Class D, Class I, Class A and Class TX shares of Common Stock pursuant to the Company’s distribution reinvestment plan (the “DRP”). The Class T shares, Class D shares, Class I shares, Class A shares and Class TX shares are collectively referred to herein as the “Shares”. Notwithstanding the foregoing, if any new Registration Statement is added to Schedule 1 to the Dealer Manager Agreement, the Dealer Manager will give the Selling Group Member written notice of such addition. Schedule 1 to the Dealer Manager Agreement may be amended from time to time with the written consent of the Company and the Dealer Manager. However, the addition or removal of Registration Statements from Schedule 1 to the Dealer Manager Agreement shall only apply prospectively and shall not affect the respective agreements, representations and warranties of the Company, the Dealer Manager and the Selling Group Member prior to such amendments to Schedule 1 to the Dealer Manager Agreement. It is possible that more than one Registration Statement may be listed on Schedule 1 during times of transition from one Registration Statement to another, during which time offers or sales may be made pursuant to either Registration Statement. In such event, the Dealer Manager shall (a) communicate to the Selling Group Member details about the transition from one Registration Statement to the next, including when sales may be made pursuant to the most recent Registration Statement and when sales will cease pursuant to the older Registration Statement and (b) provide the Selling Group Member with sufficient copies of the appropriate Prospectus and other offering materials in order to continue to make offers and sales throughout such transition period.
Appears in 1 contract
Samples: Dealer Manager Agreement (Cottonwood Communities, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB BankGxxxx & Exxxx Healthcare REIT, National Association, as escrow agent for Gladstone Land Corporation.Inc.” Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscriber. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods:
1. Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit directly with to the Company in accordance with the procedures set forth in the ProspectusCompany.
2. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, transmit such checks for deposit to the Company for Company.
3. If the Dealer receives a check that is made payable to the escrow agent after the minimum offering is obtained, the Dealer shall deposit such check with the Company in accordance with the procedures set forth in the Prospectusescrow agent.
Appears in 1 contract
Samples: Participating Broker Dealer Agreement (Grubb & Ellis Healthcare REIT, Inc.)
Submission of Orders. Dealer hereby agrees to solicit, as an independent contractor and not Until such time as the agent Company has received and accepted subscriptions for at least $1,000,000 of Units (the “Minimum Offering”) and released the proceeds from such subscriptions from escrow (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), each prospective investor shall deliver a completed and signed copy of the Dealer Manager or Subscription Agreement together with a check payable to the order of “California Bank & Trust – Escrow Holder for Redwood Mortgage Investors IX, LLC.” Following the receipt and acceptance by the Company of the Company (or their affiliates)Minimum Offering, 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will purchaser’s check shall be instructed by the Dealer to make their checks made payable to “UMB BankRedwood Mortgage Investors IX, National Association, as escrow agent for Gladstone Land Corporation.LLC” Any Dealer receiving a check not conforming to the foregoing instructions shall return such check and remitted directly to such subscriber. Checks received Redwood Mortgage Investors IX, LLC, 000 Xxxxxxxx Xxxx., Xxxxx 000, Xxxxxxx Xxxx, Xxxxxxxxxx 00000, Attention: Manager, together with the Subscription Agreement and other above referenced documents by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1. Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end noon of the next business day following after your receipt. You shall ascertain that each Subscription Agreement and check submitted by a prospective purchaser of Units has been fully completed and properly executed by such prospective purchaser. The Managers, no later than thirty (30) days after such receipt by of such Subscription Agreement, shall determine whether they wish to accept the Dealer for deposit directly with the Company in accordance with the procedures set forth proposed purchaser as a member in the Prospectus.
2Company. WhereIt is understood that the Managers reserve the right to reject the tender of any Subscription Agreement for any reason whatsoever. Should the Managers determine to accept the tender of a Subscription Agreement, pursuant the Managers will promptly advise you of such action. Should the Managers determine to reject such tender, they will notify you of such determination within this thirty (30) day period and will return to you the tendered Subscription Agreement. The escrow agent or the Managers will return to you a check made payable to the Dealerproposed purchaser in the same amount as the proposed purchaser’s internal supervisory procedures, final initial check. You agree to return this Subscription Agreement and internal supervisory review is conducted at a different location, checks will be transmitted check to the prospective purchaser by the end noon of the next business day following receipt by the Dealer day. You shall not be entitled to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks any commissions with respect to the Company for deposit with the Company in accordance with the procedures set forth in the Prospectussubscription offers which are rejected.
Appears in 1 contract
Samples: Participating Broker Dealer Agreement (Redwood Mortgage Investors IX)
Submission of Orders. Dealer hereby agrees to solicita. Initially, 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their checks payable to “UMB Bank, National Association" , as escrow agent for Gladstone Land Corporation.” Any Dividend Capital Total Realty Trust Inc." After the Company meets the Minimum Offering Requirements, those persons who purchase Shares (except residents of the State of New York) will be instructed by the Dealer Manager or the Dealer to make their checks payable to "Dividend Capital Total Realty Trust Inc." Those persons who purchase Shares and are residents of the State of New York, will be instructed by the Dealer Manager or the Dealer to make their checks payable to " , as escrow agent for Dividend Capital Total Realty Trust Inc." until the Company receives aggregate gross proceeds from the Offering of $2,500,000, and to "Dividend Capital Total Realty Trust Inc." thereafter. The Dealer Manager and any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer Manager or Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:methods described in this Section 12. Transmittal of received investor funds will be made in accordance with the following procedures.
1. b. Where, pursuant to the a Dealer’s 's internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted in care of the Dealer Manager by the end of the next business day following receipt by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to the Company for deposit with the Company in accordance with the procedures set forth in the Prospectus.Dividend Capital Total Realty Trust Inc.
Appears in 1 contract
Samples: Dealer Manager Agreement (Dividend Capital Total Realty Trust Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB BankXxxx Credit Property Trust III, National Association, as escrow agent for Gladstone Land CorporationInc.” or alternatively “CCPT III” or “Xxxx.” Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods in this Article II. WhereThe Dealer Manager may authorize Dealer, pursuant if Dealer is a “$250,000 broker-dealer”, to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable to the order of the Company for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures:
(a) If the Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks will to the Company by the end of the next business day following receipt of the subscription documents and the check.
(b) If the internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)subscription documents and check. The Final Review Office will in turn transmitwill, by the end of the next business day following receipt by the Final Review OfficeOffice of the subscription documents and check, such checks forward both the subscription documents and check to the Company for deposit with Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. If requested by the Company in accordance with or the procedures set forth in Dealer Manager, the ProspectusDealer shall obtain from subscribers for the Shares, other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the privacy policies of the Company or the Dealer Manager.
Appears in 1 contract
Samples: Dealer Manager Agreement (Cole Credit Property Trust III, Inc.)
Submission of Orders. Dealer hereby agrees Each person desiring to solicit, as an independent contractor purchase Shares in the Offering will be required to complete and not as the agent of execute a Subscription Agreement and to deliver to the Dealer Manager such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement payment”) in the form attached to amount of such person’s purchase, which must be at least the Prospectus and in accordance with the terms of the Prospectus. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as minimum purchase amount set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer to make their checks instruments of payment payable to “UMB Bank, National Association, as or for the benefit of the escrow agent as described in the Prospectus and Subscription Agreement for Gladstone Land Corporation.the Offering if the minimum offering requirement described in the Prospectus (the “Minimum Offering Requirement”) has not yet been satisfied. If such Minimum Offering Requirement has already been satisfied in accordance with the Prospectus, then those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Oaktree Real Estate Income Trust, Inc.” Any Prior to the Minimum Offering Requirement being met, purchase orders that include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five business days prior to the date escrow is broken (unless waived by the Dealer receiving Manager) will be executed as of the date escrow is broken (based on the initial offering price). After the Minimum Offering Requirement is met, purchase orders that include a check completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five business days prior to the first calendar day of any month (unless waived by the Dealer Manager) will be executed as of the first business day of such month (based on the prior month’s transaction price). If the Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions instructions, the Dealer shall return such check Subscription Agreement and instrument of payment directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks Subscription Agreements and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methodsmethods described in this Section II. Transmittal of received investor funds will be made in accordance with one of the following procedures, as applicable:
1. (i) Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents Subscription Agreements and checks instruments of payment are received from subscribers, checks Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit directly with to the Company escrow agent described in the Prospectus and Subscription Agreement for the Offering, if the Minimum Offering has not yet been satisfied. If such Minimum Offering has been satisfied in accordance with the procedures Prospectus, then Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the Company or its agent as set forth in the ProspectusSubscription Agreement or as otherwise directed by the Company.
2. (ii) Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmitturn, by the end of the next business day following receipt by the Final Review Office, transmit such checks Subscription Agreements and instruments of payment for deposit to the Company escrow agent described in the Prospectus and Subscription Agreement for deposit with the Company Offering, if the Minimum Offering has not yet been satisfied. If such Minimum Offering has been satisfied in accordance with the procedures Prospectus, then the Final Review Office will, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment to the Company or its agent as set forth in the ProspectusSubscription Agreement or as otherwise directed by the Company.
Appears in 1 contract
Samples: Selected Dealer Agreement (Oaktree Real Estate Income Trust, Inc.)
Submission of Orders. 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. Dealer hereby agrees to diligently make inquiries as required by this Agreement, Except as set forth in the Prospectusbelow, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares subscribers will be instructed by the Dealer to make their checks payable to or to send wire transfers for the account of “UMB BankRodin Global Property Trust, National Association, as escrow agent for Gladstone Land Corporation.Inc.” Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of in accordance with the methods:
1following procedures. Where, pursuant to the a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are initially received from subscribers, checks will be transmitted by the end of the next business day following receipt of the subscription documents and the check by the Dealer for deposit directly with to the Company in accordance with or to such other account or agent as directed by the procedures set forth in the Prospectus.
2Company. Where, pursuant to the a Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), subscription documents and checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)Dealer. The Final Review Office will in turn transmit, transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review Office, such checks Office to the Company for deposit with or to such other account or agent as directed by the Company. Subscription orders which include completed and executed subscription documents in “good order” and instruments of payment received by the Company at least five (5) business days prior to the first calendar day of the month (unless waived by the Dealer Manager) shall be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscription requests will not be accepted by the Company before the later of (i) two business days before the first calendar day of each month and (ii) three business days after the Company makes the transaction price publicly available. Any repurchase requests must be made in accordance with the applicable procedures set forth described in the ProspectusCompany’s offering document, the Company’s share repurchase plan, and applicable law, rules and regulations. The parties acknowledge and agree that a repurchase request is not received in “good order’’ unless the repurchase request and all required documentation is complete and received by the Company’s transfer agent by the applicable repurchase request deadline described in the Company’s offering document or otherwise specified by the Company in writing.
Appears in 1 contract
Samples: Selected Dealer Agreement (Rodin Global Property Trust, Inc.)
Submission of Orders. Dealer hereby agrees to solicit, as an independent contractor and not as the agent of the 14.1 The Dealer Manager or of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement may authorize certain Dealers that have “net capital,” as defined in the form attached applicable federal securities regulations, of $250,000 or more, to the Prospectus and in accordance with the terms of the Prospectus. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares will be instructed by the Dealer instruct their customers to make their checks for Notes subscribed for payable directly to the Dealer. In such case, the Dealer will collect the proceeds of the subscribers’ checks and issue a check made payable to “UMB Bank, National Associationthe order of the Company, as escrow agent described above, for Gladstone Land Corporation.” Any the aggregate amount of the subscription proceeds or wire such funds to the Company. The Dealer Manager and any Dealer receiving a check that does not conforming conform to the foregoing instructions shall promptly return such check directly to such subscriber. Checks received by the Dealer which Manager or Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:methods described in this Section 14 and in accordance with the requirements set forth in Rule 15c2-4 promulgated under the Exchange Act.
114.2 It is understood and agreed that the Company reserves the right in its sole discretion to refuse to sell any of the Notes to any person.
14.3 In connection with DRS Settlement (as defined below), those persons who purchase Notes will be instructed by the Dealer Manager or the Dealer to make their checks payable to “UMB Bank, n.a., as escrow agent for Gladstone Investment Corporation” (the “Escrow Agent”). WhereEach person desiring to purchase Notes through the Dealer Manager, pursuant or any other Dealer participating in the Offering, will be required to complete and execute the subscription documents described in the Prospectus, if any. In connection with DRS Settlement, when a Dealer’s internal supervisory procedures, internal supervisory review is procedures are conducted at the same location site at which the subscription documents agreement and checks are check were initially received by such Dealer from subscribersthe subscriber, checks will be transmitted the Dealer shall transmit the subscription agreement and check to the Escrow Agent by the end of the next business day following receipt by of the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2check and subscription agreement. WhereWhen, pursuant to the a Dealer’s internal supervisory procedures, such Dealer’s final and internal supervisory review is procedures are conducted at a different locationlocation (the “Final Review Office”), checks will be transmitted such Dealer shall transmit the check and subscription agreement to the Final Review Office by the end of the next business day following such Dealer’s receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)subscription agreement and check. The Final Review Office will in turn transmitwill, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by a Dealer participating in this Offering is rejected by the Final Review OfficeDealer Manager or the Company, such checks then the subscription agreement and check will be returned to the rejected subscriber within ten (10) days from the date of rejection.
14.4 The Company for deposit with will sell the Notes using two closing services provided by the Depository Trust Company (“DTC”). The first service is DTC closing (“DTC Settlement”), and the second service is Direct Registration Service (“DRS Settlement”). A sale of Notes shall be deemed by the Company to be completed if and only if (i) the Company has received payment of the full purchase price of purchased Notes, from an investor who satisfies the minimum purchase requirements set forth in the Prospectus as determined by the Dealer Manager or other Dealer participating in this Offering, as applicable, in accordance with the procedures set forth provisions of this Agreement, (ii) the Company has accepted such subscription, and, if using DRS Settlement, a properly completed and executed subscription agreement, and (iii) such investor has been admitted as a stockholder of the Company. In addition, no sale of Notes shall be completed until after the date on which the subscriber receives a copy of the Prospectus. The Dealer Manager hereby acknowledges and agrees that the Company, in its sole and absolute discretion, may accept or reject any subscription, in whole or in part, for any reason whatsoever or no reason, and no dealer manager fee in the Prospectusamount of up to 3.0% (as described in Section 5.1) will be paid to the Dealer Manager with respect to that portion of any subscription which is rejected.
Appears in 1 contract
Samples: Dealer Manager Agreement (Gladstone Investment Corporation\de)
Submission of Orders. 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), Those persons acceptable to the Company to who purchase the Class A Common Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares Offering will be instructed by the Dealer to make their checks payable to “UMB Bank, National Association, as the escrow agent for Gladstone Land Corporation.” account established by the Issuer and Dealer Manager. Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods in this Article II. Where, pursuant The Dealer Manager may authorize Dealer if Dealer is a "$250,000 broker-dealer" to instruct its customers to make its checks for Class A Common Shares subscribed for payable directly to the Dealer’s , in which case the Dealer will collect the proceeds of the subscriber's checks and issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds. Transmittal of received investor Issuers will be made in accordance with the following procedures:
(a) If a Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks will to the escrow agent by noon of the next business day following receipt of the subscription documents and the check.
(b) If the internal supervisory procedures are to be performed at a different location (the "Final Review Office"), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2Dealer. WhereThe Final Review Office will, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. If requested by the Issuer or the Dealer Manager, the Dealer shall obtain from subscribers for the Class A Common Shares, other documentation reasonably deemed by the Issuer or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Issuer or the Dealer Manager. Such documentation may include, without limitation, subscribers' written acknowledgement and agreement to the office privacy policies of the Issuer or the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to the Company for deposit with the Company in accordance with the procedures set forth in the ProspectusManager.
Appears in 1 contract
Submission of Orders. 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), Those persons acceptable to the Company to who purchase the Common Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares Offering will be instructed by the Dealer to make their checks payable to “UMB Bank, National Association, as the escrow agent for Gladstone Land Corporation.” account established by the Issuer and Dealer Manager. Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscribersubscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods:
1methods in this Article II. Where, pursuant The Dealer Manager may authorize Dealer if Dealer is a "$250,000 broker-dealer" to instruct its customers to make its checks for Common Shares subscribed for payable directly to the Dealer’s , in which case the Dealer will collect the proceeds of the subscriber's checks and issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds. Transmittal of received investor Issuers will be made in accordance with the following procedures:
(a) If a Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which where subscription documents and checks are received from subscribersinitially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks will to the escrow agent by noon of the next business day following receipt of the subscription documents and the check.
(b) If the internal supervisory procedures are to be performed at a different location (the "Final Review Office"), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer for deposit directly with the Company in accordance with the procedures set forth in the Prospectus.
2Dealer. WhereThe Final Review Office will, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check. If requested by the Issuer or the Dealer Manager, the Dealer shall obtain from subscribers for the Common Shares, other documentation reasonably deemed by the Issuer or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Issuer or the Dealer Manager. Such documentation may include, without limitation, subscribers' written acknowledgement and agreement to the office privacy policies of the Issuer or the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit, by the end of the next business day following receipt by the Final Review Office, such checks to the Company for deposit with the Company in accordance with the procedures set forth in the ProspectusManager.
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