UNDERTAKING OF SELLING AGENT. The Selling Agent will use its best efforts to find eligible persons to purchase Units on the terms stated herein and in the Prospectus and any amendments or supplements thereto. In connection with the offer and sale of the Units, the Selling Agent represents, warrants and agrees that it will comply fully with all applicable laws and the rules of the NASD, the SEC, the securities or Blue Sky administrators of the several states and various other jurisdictions and any other applicable regulatory body. It is understood that the Selling Agent has no commitment with regard to the offer or sale of the Units other than to use its best efforts as described above. The Selling Agent will deliver a signed Subscription Agreement, properly completed and executed and in the form of Exhibit D to the Prospectus (a "Subscription Agreement"), for each subscriber to PaineWebber, with instructions for PaineWebber to debit the subscriber's account and promptly deliver such funds to the escrow of funds account (Mercantile-Safe Deposit & Trust Company -- Campxxxx Xxxategic Allocation Fund, L.P. Escrow Account No. 66127-09) (the "Escrow Account") established by the Partnership with the Mercantile-Safe Deposit & Trust Company (the "Escrow Agent") pursuant to an Escrow Agreement, dated as of January 12, 1994 (the "Escrow Agreement"). The Selling Agent will in no case collect funds from the subscriber and transmit them directly to the Escrow Agent, but will in all cases deliver instructions for PaineWebber to debit the subscriber's brokerage account. PaineWebber will promptly deliver to the General Partner the originally signed Subscription Agreement received by it from the Selling Agent, concurrent with its transmission of funds to the Escrow Agent. Promptly after receipt of a subscription and the funds therefor by the Escrow Agent and delivery of a copy of the related Subscription Agreement to the General Partner, an interim receipt will be mailed by the General Partner to each such subscriber for the amount deposited in the Escrow Account on behalf of such subscriber.
UNDERTAKING OF SELLING AGENT. The Selling Agent will use reasonable_efforts to find eligible persons to purchase Units on the terms stated herein and in the Prospectus and any amendments or supplements thereto. In connection with the offer and sale of the Units, the Selling Agent represents, warrants and agrees that it will comply fully with all applicable laws and the rules of the CFTC, NFA, FINRA (including NASD Conduct Rules), the SEC, the securities or Blue Sky administrators of the several states and various other jurisdictions and any other applicable regulatory body. It is understood that the Selling Agent has no commitment with regard to the offer or sale of the Units other than to use reasonable efforts as described above. All payments for subscriptions by subscribers shall be made as provided in the Prospectus. Notwithstanding any other provision of this Agreement, the General Partner shall have sole discretion to accept or reject any subscription for Units, in whole or in part.
UNDERTAKING OF SELLING AGENT. The Selling Agent agrees to use its best efforts to sell the Certificates on the terms stated herein and in the Registration Statement and Prospectus and to notify Summit of the number of Certificates with respect to which subscription agreements have been executed by subscribers. It is understood that the Selling Agent 40 has no commitment to sell the Certificates other than to use its best efforts. The Selling Agent will deliver all cash and checks received from the subscribers to Summit by noon of the next business day. All checks received by the Selling Agent from subscribers shall be made payable to Summit. The Selling Agent will not maintain discretionary customer accounts and undertakes that it will not, in any event make discretionary purchases for the accounts of customers.
UNDERTAKING OF SELLING AGENT. The Selling Agent agrees to use its best efforts to sell the Preferred Stock on the terms stated herein and in the Registration Statement and Prospectus and to notify Summit of the number of shares of Preferred Stock with respect to which subscription agreements have been executed by subscribers. It is understood that the Selling Agent has no commitment to sell the Preferred Stock other than to use its best efforts. The Selling Agent will deliver all cash and checks received from subscribers to Summit by noon of the next business day. All checks received by the Selling Agent from subscribers shall be made payable to Summit. The Selling Agent does not presently maintain discretionary customer accounts and undertakes that it will not in any event make discretionary purchases of the Preferred Stock for the accounts of customers.
UNDERTAKING OF SELLING AGENT. The Selling Agent agrees to use its best efforts to sell the Preferred Stock on the terms stated herein and in the Prospectus and to notify Metropolitan of the number of shares of Preferred Stock with respect to which subscription agreements have been executed by subscribers. It is understood that the Selling Agent has no commitment to sell the Preferred Stock other than to use its best efforts. The Selling Agent will deliver all cash and checks received from subscribers to Metropolitan by noon of the next business day following receipt. All checks received by the Selling Agent from subscribers shall be made payable to Metropolitan. The Selling Agent will not maintain discretionary customer accounts and undertakes that it will not in any event make discretionary purchases of the Preferred Stock for the accounts of customers.
UNDERTAKING OF SELLING AGENT. The Selling Agent agrees to use its best efforts to sell the Notes on the terms stated herein and in the Registration Statement and Prospectus and to notify Metropolitan of the number of Notes with respect to which subscription agreements have been executed by subscribers. It is understood that the Selling Agent has no commitment to sell the Notes other than to use its best efforts. The Selling Agent will deposit, by noon of the next business day after receipt, all cash and checks received from the subscribers in a trust account (the "Trust Account"), in compliance with the rules and regulations of the SEC applicable to a best efforts or other contingent offering, to be held in the Trust Account until the conditions to the Offering have been satisfied. The offering will not be completed unless at least $20,000,000 in aggregate principle amount of Notes are sold and/or exchanged for debentures. Upon satisfaction of the conditions to the Offering, the Selling Agent will cause the delivery all funds in the Trust Account to Metropolitan by noon of the next business day. If the Offering is terminated without having satisfied the conditions to the Offering, the Selling Agent will cause the funds in the Trust Account to be returned promptly to their rightful owners in compliance with the rules and regulations of the SEC and the National Association of Securities Dealers, Inc. All checks received by the Selling Agent from subscribers shall be made payable to Bank of America, as escrow agent. The Selling Agent will not maintain discretionary customer accounts and undertakes that it will not, in any event make discretionary purchases for the accounts of customers. The Selling Agent will also act as the exchange agent for the Offering. The Selling Agent will cause all certificates and other documents, that are tendered by a holder of Debentures, to be held in escrow until the end of the Offering. The Selling Agent will inform Metropolitan of the certificate number and principal amount of each Debenture tendered, and supply copies of all documents tendered to Metropolitan promptly after each Debenture is tendered. If the conditions to the Offering set forth in the Registration Statement are met, Selling Agent and Metropolitan agree that Metropolitan will decide and instruct the Selling Agent on which Debenture certificates to accept as validly tendered for exchange, if any, and Metropolitan will instruct the Selling Agent on which Debenture certificates to promptly re...
UNDERTAKING OF SELLING AGENT. The Selling Agent agrees to use its best efforts to sell the Preferred Stock on the terms stated herein and in the Registration Statement and Prospectus and to notify Western United of the number of shares of Preferred Stock with respect to which subscription agreements have been executed by subscribers. It is understood that the Selling Agent has no commitment to sell the Preferred Stock other than to use its best efforts. The Selling Agent will deliver, by noon of the next business day after receipt, all cash and checks received from the subscribers to U.S. Bank Trust National Association, as escrow agent ("U.S. Bank"), in accordance with the Escrow Agreement (the "Escrow Agreement") among Western United, Selling Agent and U.S. Bank. Upon the sale of at least the Minimum Securities (as defined in the Escrow Agreement) and termination of the escrow account, the Selling Agent will deliver, by noon of the next business day after receipt, all cash and checks received from the subscribers directly to Western United. The Selling Agent will not maintain discretionary customer accounts and undertakes that it will not, in any event, make discretionary purchases of the Preferred Stock for the accounts of customers. The Selling Agent undertakes to comply with all applicable NASD Rules and Regulations, including the "Papilsky Rules," in performing its obligations hereunder.
UNDERTAKING OF SELLING AGENT. Page 162 The Selling Agent agrees to use its best efforts to sell the Preferred Stock on the terms stated herein and in the Registration Statement and Prospectus and to notify Metropolitan of the number of shares of Preferred Stock with respect to which subscription agreements have been executed by subscribers. It is understood that the Selling Agent has no commitment to sell the Preferred Stock other than to use its best efforts. The Selling Agent will deliver all cash and checks received from subscribers to Metropolitan by noon of the next business day. All checks received by the Selling Agent from subscribers shall be made payable to Metropolitan. The Selling Agent will not maintain discretionary customer accounts and undertakes that it will not in any event make discretionary purchases of the Preferred Stock for the accounts of customers.
UNDERTAKING OF SELLING AGENT. The Selling Agent agrees to use its best efforts to sell the Preferred Stock on the terms stated herein and in the Registration Statement and Prospectus and to notify Summit of the number of shares of Preferred Stock with respect to which subscription agreements have been executed by subscribers. It is understood that the Selling Agent has no commitment to sell the Preferred Stock other than to use its best efforts. The Selling Agent will deliver, by noon of the next business day after receipt, all cash and checks received from the subscribers to Summit. The Selling Agent will not maintain discretionary customer accounts and undertakes that it will not, in any event make discretionary purchases of the Preferred Stock for the accounts of customers.
UNDERTAKING OF SELLING AGENT. The Selling Agent agrees to use its best efforts to sell the Preferred Stock on the terms stated herein and in the Registration Statement and Prospectus and to notify Metropolitan of the number of shares of Preferred Stock with respect to which subscription agreements have been executed by subscribers. It is understood that the Selling Agent has no commitment to sell the Preferred Stock other than to use its best efforts. The Selling Agent will deliver, by noon of the next business day after receipt, all cash and checks received from the subscribers to Metropolitan. The Selling Agent will not maintain discretionary customer accounts and undertakes that it will not, in any event make discretionary purchases of the Preferred Stock for the accounts of customers.
