HINES GLOBAL REIT, INC. Up to 352,631,579 Shares of Common Stock SELECTED DEALER AGREEMENT
EXHIBIT 1.2
XXXXX GLOBAL REIT, INC.
Up to 352,631,579 Shares of Common Stock
Ladies and Gentlemen:
Xxxxx Real
Estate Investments, Inc., as the dealer manager (“Dealer Manager”) for Xxxxx Global
REIT, Inc. (the “Company”), a Maryland corporation, invites you (the “Dealer”) to participate in
the distribution of shares of common stock (“Shares”) of the Company subject to the following
terms:
I. Dealer Manager Agreement
The Dealer Manager and the Company have entered into that certain Dealer Manager Agreement
dated ___, 2009, in the form attached hereto as Exhibit “A” hereto (the “Dealer Manager
Agreement”). By your execution and acceptance of this Selected Dealer Agreement, you will become
one of the Dealers referred to in such Dealer Manager Agreement between the Company and the Dealer
Manager and will be entitled and subject to the provisions contained in such Dealer Manager
Agreement, including, but not limited to, the representations and warranties and the
indemnifications contained in such Dealer Manger Agreement, including specifically the provisions
of Section 4.4 of such Dealer Manager Agreement wherein each Dealer, upon the execution of
this Selected Dealer Agreement, severally agrees to indemnify and hold harmless, among others,
the Company, the
Dealer Manager and each officer and director thereof, and each person, if any, who controls the
Company and the Dealer Manager within the meaning of the Securities Act of 1933, as amended (the
“Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for the
matters set forth in said Section 4.4 of the Dealer Manager Agreement. Such indemnification
obligations shall survive the termination of this Selected Dealer Agreement and the Dealer Manager
Agreement. Except as otherwise specifically stated herein, all terms used in this Selected Dealer
Agreement have the meanings provided in the Dealer Manager Agreement. The Shares are offered solely
through broker-dealers who are members of the Financial Industry Regulatory Authority (“FINRA”).
Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and
conditions stated in the Prospectus. Nothing in this Selected Dealer Agreement shall be deemed or
construed to make Dealer an employee, agent, representative or partner of the Dealer Manager or of
the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make
any representations except as set forth in the Prospectus and Authorized Sales Materials.
II. Submission of Orders
Those persons who purchase Shares will be instructed by the Dealer to make their checks
payable to “UMB Bank, N.A., as Escrow Agent for Xxxxx Global REIT, Inc.” where
appropriate, or directly to Xxxxx Global REIT, Inc. after the Minimum Offering has been achieved
or any higher minimum offering as may be required by various states, as specified in the Prospectus
or in any memorandum delivered to you (“Higher Minimum Offering”).
Dealer hereby agrees to be bound by the terms of the Escrow Agreement executed as of
___, 2009, by UMB Bank, N.A., as escrow 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 subscriber 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 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 after the Minimum Offering or Higher Minimum Offering, as
applicable, 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 by the end of the next business day following receipt at a different location by the Final
Review Office such checks to the Company for deposit with an escrow agent, where appropriate, or
for deposit directly with the Company after the Minimum Offering or Higher Minimum Offering, as
applicable, has been achieved.
III. Pricing
Except as may be otherwise provided for in the “Plan of Distribution” section of the
Prospectus, Shares shall be offered to the public at the offering price of $10.00 per Share and
Shares shall be offered pursuant to the Company’s distribution reinvestment plan at $9.50 per
Share. Except as otherwise indicated in the Prospectus or in any letter or memorandum sent to the
Dealer by the Company or Dealer Manager, a minimum initial purchase of 250 Shares is required.
Except as otherwise indicated in the Prospectus, additional investments may be made in minimum
increments of at least $50.00. The Shares are nonassessable.
IV. Dealers’ Commissions
Except for volume discounts described in the “Plan of Distribution” section of the Prospectus,
which volume discounts shall be the responsibility of the Dealer to provide to investors who
qualify, and except as otherwise provided in the “Plan of Distribution” section of the Prospectus,
the Dealer’s selling commissions applicable to the Shares sold by Dealer which it is authorized to
sell hereunder is 7.0% of the gross proceeds of Shares sold by it in the primary offering and
accepted and confirmed by the Company, which commissions shall be payable by the Dealer Manager. No
selling commissions shall be paid with respect to Shares issued and sold pursuant to the Company’s
reinvestment plan. For these purposes, Shares shall be deemed to be “sold” if and only if a
transaction has closed with a subscriber for Shares pursuant to all applicable offering and
subscription documents, the Company has accepted the subscription agreement of such subscriber,
such Shares have been fully paid for and the Minimum Offering or Higher Minimum Offering, as
applicable, has been obtained. The Dealer affirms that the Dealer Manager’s liability for
commissions payable is limited solely to the proceeds of commissions receivable from the Company,
and the Dealer hereby waives any and all rights to
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receive payment of commissions due until such time as the Dealer Manager is in receipt of the
commissions from the Company. In addition, as set forth in the Prospectus, the Dealer Manager may,
in its sole discretion, reallow a portion of its dealer manager fee to Dealers participating in the
Offering of Shares as a marketing fee, in an amount up to 1.5% of the gross proceeds of Shares
sold by Dealer in the
primary offering; and may pay out of a portion of its dealer manager
fee up to 1% of the gross proceeds of Shares sold by Dealer in the
primary offering as additional reimbursements of distribution and
marketing-related costs and expenses, such as costs associated with attending or sponsoring
conferences, technology costs, and other distribution and marketing-related costs and expenses of such Dealer. As set forth in Section 3.3 of the Dealer Manager Agreement, the Dealer Manager
may reimburse the Dealers up to 0.5% of gross proceeds raised in the Offering
for bona fide out-of-pocket itemized and
detailed due diligence expenses. The terms and conditions for payment of the fees and/or
reimbursement arrangements shall be specified in Schedule I to this Selected Dealer Agreement. The
Dealer shall have the responsibility for disclosing to investors the terms of any such
selling commissions, marketing
fee or other reimbursement or payment and any preferential treatment provided to the Dealer Manager
in connection therewith, if applicable and to the extent required.
The parties hereby agree that the foregoing commission is not in excess of the usual and
customary distributors’ or sellers’ commission received in the sale of securities similar to the
Shares, that Dealer’s interest in the Offering is limited to such commission from the Dealer
Manager, the payments provided for on Schedule I to this Selected Dealer Agreement, if any, and
Dealer’s indemnity referred to in Section 4 of the Dealer Manager Agreement, and that the Company
is not liable or responsible for such payments to the Dealer.
V. Payment
Payments of selling commissions will be made by the Dealer Manager (or by the Company as
provided in the Dealer Manager Agreement) to Dealer within 30 days of the receipt by the Dealer
Manager of the gross commission payments from the Company.
VI. Right to Reject Orders or Cancel Sales
All orders, whether initial or additional, are subject to acceptance by and shall only become
effective upon confirmation by the Company, which reserves the right to reject any order. Orders
not accompanied by a Subscription Agreement and the required check or wire transfer in payment for the Shares may be
rejected. Issuance of the Shares will be made only after actual receipt of payment therefor. If any
check is not paid upon presentment, or if the Company is not in actual receipt of clearinghouse
funds or cash, certified or cashier’s check or the equivalent in payment for the Shares, the
Company reserves the right to cancel the sale without notice. In the event an order is rejected,
canceled or rescinded for any reason, the Dealer agrees to return to the Dealer Manager any
commission or other payment theretofore paid with respect to such order within 30 days thereafter
and, failing to do so, the Dealer Manager shall have the right to offset amounts owed against
future commissions or other payments due and payable to said Dealer. Notwithstanding anything else
herein to the contrary, no commissions, payments or amounts whatsoever will be paid to Dealer
unless and until the Minimum Offering or Higher Minimum Offering, as applicable, is achieved.
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VII. Prospectus and Supplemental Information
Dealer is not authorized or permitted to give, and will not give, any information or make any
representation (written or oral) concerning the Shares, except as set forth in the Prospectus and
any Authorized Sales Materials. The Dealer Manager shall promptly notify Dealers of any supplement
or amendment to the Prospectus or Authorized Sales Materials. The Dealer Manager will supply Dealer
with reasonable quantities of the Prospectus, any supplements thereto and any amended Prospectus,
as well as any Authorized Sales Materials, for delivery to investors, and Dealer will deliver a
copy of the Prospectus and all supplements thereto and any amended Prospectus to each investor to
whom an offer is made prior to or simultaneously with the first solicitation of an offer to sell
the Shares to an investor. The Dealer agrees that it will not send or give Authorized Sales
Materials to an investor unless it has previously sent or given a Prospectus to that investor or
has simultaneously sent or given a Prospectus with such Authorized Sales Materials. Dealer agrees
that it will not show or give to any investor or prospective investor or reproduce any material or
writing which is supplied to it by the Dealer Manager and marked “broker-dealer use only” or
otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares
to members of the public. Dealer agrees that it will not use in connection with the offer or sale
of Shares any material or writing supplied to it by the Company or the Dealer Manager bearing a
legend which states that such material may not be used in connection with the offer or sale of the
Shares or any other securities. Dealer further agrees that it will not use in connection with the
offer or sale of Shares any materials or writings which have not been previously authorized or
approved by the Dealer Manager. Each Dealer agrees to furnish a copy of any revised preliminary
Prospectus to each person to whom it has furnished a copy of any previous preliminary Prospectus,
and further agrees that it will itself mail or otherwise deliver all preliminary and final
Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Exchange Act.
Regardless of the termination of this Selected Dealer Agreement, Dealer will deliver a Prospectus
in transactions in the Shares for a period of 90 days from the effective date of the Registration
Statement or such longer period as may be required by the Exchange Act. On becoming a Dealer, and
in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under
the Securities Act and the Exchange Act.
VIII. License and Association Membership
A. Dealer’s acceptance of this Selected Dealer Agreement constitutes a representation to the
Company and the Dealer Manager that Dealer is currently, and at all times while performing its functions
under this selected Dealer Agreement will be, a properly registered broker-dealer under the
Exchange Act, is duly licensed as a broker-dealer and authorized to sell Shares under Federal and
state securities laws and regulations and in all states where it offers or sells Shares, and that
it is a member in good standing of FINRA. This Selected Dealer Agreement shall automatically
terminate if the Dealer (a) ceases to be a member in good standing of FINRA,
(b) is subject to a
FINRA suspension, or (c) its registration as a broker-dealer under the Exchange Act is terminated
or suspended. Dealer agrees to notify the Dealer Manager immediately in writing if Dealer (a)
ceases to be a member in good standing with FINRA, (b) is subject to a FINRA suspension, or (c) its
registration as a broker-dealer under the Exchange Act is terminated or suspended. Dealer hereby
agrees to abide by all applicable FINRA rules, including NASD Conduct Rules, specifically
including, but not limited to, NASD Rules 2420, 2730, 2740 and 2750.
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B. Dealer Manager represents and warrants that it is currently, and at all times while
performing its functions under this Selected Dealer Agreement will be, a properly registered
broker-dealer under the Exchange Act and under state securities laws to the extent necessary to
perform the duties described in this Selected Dealer Agreement, and that it is a member in good
standing with FINRA. The Dealer Manager agrees to notify Dealer immediately in writing if it ceases
to be a member in good standing with FINRA, is subject to a FINRA suspension, or its registration
as a broker-dealer under the Exchange Act is terminated or suspended. The Dealer Manager hereby
agrees to abide by all applicable FINRA rules, including NASD Conduct Rules, specifically
including, but not limited to, NASD Rules 2420, 2730, 2740 and 2750.
IX. Anti-Money Laundering Compliance Programs
Dealer’s acceptance of this Selected Dealer Agreement constitutes a representation to the
Company and the Dealer Manager that Dealer has established and implemented an anti-money laundering
compliance program and customer identification program (“AML Program”) in accordance with
applicable FINRA rules, including NASD Conduct Rules, SEC Rules and the Bank Secrecy Act, Title 31
U.S.C. Sections 5311-5355 and related regulations (31 C.F.R. Part 103) (collectively, the “AML
Rules”), specifically including, but not limited to, 31 U.S.C. 5318(h) (“Anti-money laundering
programs”) requiring financial institutions, including securities broker-dealers, to establish
anti-money laundering programs, 31 U.S.C. 5318(g) (“Reporting of suspicious transactions”)
requiring financial institutions, including securities broker-dealers, to report suspicious
transactions relevant to a possible violation of law or regulation, and 31 U.S.C. 5318(l)
(“Identification and verification of accountholders”) and C.F.R. 103.122 (“Customer identification
programs for broker-dealers”) requiring financial institutions, including securities
broker-dealers, to establish, document and maintain written “Customer Identification Programs.” In
addition, Dealer represents that it has established and implemented a program for compliance with
all regulations and programs administered by the Treasury Department’s Office of Foreign Assets
Control (“OFAC Program”), and will continue to maintain its AML and OFAC Programs consistent with
AML Rules and OFAC requirements during the term of this Selected Dealer Agreement. Upon request
by the Dealer Manager at any time, Dealer hereby agrees to (A) furnish a copy of its AML Program
and OFAC Program to the Dealer Manager for review, and (B) furnish a copy of the findings and any
remedial actions taken in connection with Dealer’s most recent independent testing of its AML
Program and/or its OFAC Program.
The Dealer Manager shall have the right, upon reasonable notice to Dealer, but not the
obligation, to audit and/or monitor Dealer’s AML Program and OFAC Program. In any such event,
Dealer agrees to cooperate with the Dealer Manager’s auditing and monitoring of Dealer’s AML
Program and its OFAC Program by providing, upon request, information, records, data and exception
reports related to any customers of Dealer purchasing Shares in the Company (“Dealer’s Customers”).
Such documentation could include, among other things, copies of Dealer’s AML Program and its OFAC
Program; documents maintained pursuant to Dealer’s AML Program and its OFAC Program related to
Dealer’s Customers; audits and any exception reports related to Dealer’s AML activities; and any
other files maintained related to Dealer’s Customers (except Suspicious Activity Reports filed or
to be filed with FinCEN). In the event that such documents reflect, in the opinion of the Dealer
Manager, a potential violation of Dealer Manager’s AML or OFAC obligations, Dealer will permit the
Dealer Manager to further inspect relevant books and records related to Dealer’s Customers and/or
Dealer’s compliance with AML or OFAC requirements. Notwithstanding the foregoing, Dealer shall not
be required to provide to Dealer Manager any documentation that, in Dealer’s reasonable judgment,
would cause Dealer to lose the benefit of attorney-client privilege or other privilege which Dealer would be entitled to
assert relating to the discoverability of documents in any civil or criminal proceedings.
Dealer hereby represents that it is currently subject to a rule implementing 31 U.S.C.
5318(h), and that it is in compliance with all AML Rules and all OFAC requirements, specifically
including, but not limited to, the Customer Identification Program requirements under 31 C.F.R.
103.122. Dealer hereby agrees: (A) to perform and carry out, on behalf of both the Dealer Manager
and the Company, the Customer Identification Program requirements in accordance with 31 C.F.R.
103.122 and applicable SEC, FINRA, including NASD, and Treasury Department Rules thereunder, and
(B) to provide an annual certification to the Dealer Manager that, as of the date of such
certification, (1) it has implemented and is continuing to implement its AML Program and its OFAC
Program, (2) its AML Program and its OFAC Program are consistent with the AML Rules and OFAC
requirements, (3) it is currently in compliance with all AML Rules and OFAC requirements; and (4)
that Dealer will perform all of the specified requirements for Customer Identification Programs as
required by 31 C.F.R. 103.122.
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X. Limitation of Offer; Suitability
Dealer will offer Shares only to persons who meet the suitability standards set forth in the
Prospectus or in any suitability letter or memorandum sent to it by the Company or the Dealer
Manager and will only make offers to persons in the states in which it is advised in writing that
the Shares are qualified for sale or that such qualification is not required.
In offering Shares, Dealer will make every reasonable effort to determine the purchase of the
Shares is a suitable and appropriate investment for each purchaser of the Shares pursuant to a
subscription agreement solicited by Dealer and will comply with the requirements imposed upon it by
the Prospectus, the Securities Act, the Exchange Act, applicable Blue Sky laws, and all applicable
FINRA rules, including NASD Conduct Rules, as well as all other applicable rules and regulations
relating to suitability of investors and prospectus delivery requirements, including without
limitation, the provisions of Article III.C. and Article III.E.1. of the
NASAA REIT Guidelines. Nothing contained in this Selected Dealer Agreement shall be construed to impose
upon the Company or the Dealer Manager the responsibility of assuring that prospective investors
meet the suitability standards set forth in the Prospectus, or to relieve Dealer from the
responsibility of assuring that prospective investors meet the suitability standards in accordance
with the terms and provisions of this Prospectus.
Dealer further represents, warrants and covenants to the Dealer Manager that neither Dealer
nor any person associated with Dealer, shall offer or sell Shares in any jurisdiction except to
investors who satisfy the investor suitability standards and minimum investment requirements under
the most restrictive of the following: (a) applicable provisions of the Prospectus; (b) applicable
laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA rules,
including NASD Conduct Rules. Dealer agrees to ensure that, in recommending or otherwise
facilitating the purchase, sale or exchange of Shares to an investor, each Dealer, or person
associated with Dealer, shall have reasonable grounds to believe, on the basis of information
obtained from the investor (and thereafter maintained in the manner and for the period provided in
such Rules) concerning his age, investment objectives, investment experience,
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income, net worth, other investments, financial situation and needs, and any other information
known to Dealer, or person associated with Dealer, that (a) the investor is in a financial position
appropriate to enable him to benefit from an investment in the Shares based upon the investor’s
investment objectives and overall portfolio structure; (b) the investor has a fair market net worth
sufficient to bear the economic risk inherent in an investment in Shares in the amount proposed,
including loss, and lack of liquidity of such investment; (c) that the investor has an apparent
understanding of the fundamental risks of an investment in Shares, the lack of liquidity of the
Shares, the background and qualifications of the sponsor, the Advisor to the Company and their
affiliates, and the tax consequences of an investment in the Shares; and (d) an investment in
Shares is otherwise suitable for such investor. Dealer further represents, warrants and covenants
that Dealer, or a person associated with Dealer, will make every reasonable effort to determine the
suitability and appropriateness of an investment in Shares of each proposed investor by reviewing
documents and records disclosing the basis upon which the determination as to suitability was
reached as to each purchaser of Shares pursuant to a subscription solicited by Dealer, whether such
documents and records relate to accounts which have been closed, accounts which are currently
maintained, or accounts hereafter established. Dealer agrees to retain such documents and records
in Dealer’s records for a period of six years from the date of the applicable sale of Shares and to
make such documents and records available to (a) the Dealer Manager and the Company upon request,
and (b) to representatives of the SEC, FINRA and applicable state securities administrators upon
Dealer’s receipt of an appropriate request for documents from any such agency. Dealer shall not
purchase any Shares for a discretionary account without obtaining the prior written approval of
Dealer’s customer and his or her signature on a Subscription Agreement.
XI. Due Diligence; Adequate Disclosure
Prior to offering the Shares for sale, Dealer shall have conducted an inquiry such that Dealer
has reasonable grounds to believe, based on information made available to Dealer by the Company or
the Dealer Manager through the Prospectus or other materials, that all material facts are
adequately and accurately disclosed and provide a basis for evaluating a purchase of Shares. In
determining the adequacy of disclosed facts pursuant to the foregoing, each Dealer may obtain, upon
request, information on material facts relating at a minimum to the following: (a) items of
compensation; (b) physical properties; (c) tax aspects; (d) financial stability and experience of
the Company and its advisor; (e) conflicts and risk factors; and (f) appraisals and other pertinent
reports.
Notwithstanding the foregoing, each Dealer may rely upon the results of an inquiry conducted
by an independent third party retained for that purpose or another Dealer, provided that: (a) such
Dealer has reasonable grounds to believe that such inquiry was conducted with due care by said
independent third party or such other Dealer; (b) the results of the inquiry were provided to
Dealer with the consent of the other Dealer conducting or directing the inquiry; and (c) no Dealer
that participated in the inquiry is an affiliate of the Company.
Prior to the sale of the Shares, each Dealer shall inform each prospective purchaser of Shares
of pertinent facts relating to the Shares including specifically the lack of liquidity and lack of
marketability of the Shares during the term of the investment.
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XII. Compliance with Record Keeping Requirements
Dealer agrees to comply with the record keeping requirements of the Exchange Act, including
but not limited to, Rules 17a-3 and 17a-4 promulgated under the Exchange Act. Dealer further agrees
to keep such records with respect to each customer who purchases Shares, his suitability and the
amount of Shares sold and to retain such records for such period of time as may be required by the
SEC, any state securities commission, FINRA or the Company.
XIII. Customer Complaints
Each party hereby agrees to promptly provide to the other party copies of any written or
otherwise documented complaints from customers of Dealer received by such party relating in any way
to the Offering (including, but not limited to, the manner in which the Shares are offered by the
Dealer Manager or Dealer), the Shares or the Company.
XIV. Effectiveness; Termination; Amendment
This Selected Dealer Agreement shall become effective upon the execution hereof by Dealer and
receipt of such executed Selected Dealer Agreement by the Dealer Manager; provided, however, that
in the event of the execution of this Selected Dealer Agreement prior to the time that the
Registration Statement becomes effective with the SEC,
this Selected Dealer Agreement shall not become effective prior to the Registration Statement
becoming effective with the SEC and shall instead become effective simultaneously with the
effectiveness of the Registration Statement.
Dealer will immediately suspend or terminate its offer and sale of Shares upon the request of
the Company or the Dealer Manager at any time and will resume its offer and sale of Shares
hereunder upon subsequent request of the Company or the Dealer Manager. The Dealer Manager or the
Dealer may terminate this Selected Dealer Agreement by written notice. Such termination shall be
effective 48 hours after the mailing of such notice. This Selected Dealer Agreement and the
exhibits and schedules hereto shall constitute the entire agreement of the parties and shall
supersede all prior agreements, if any, between the parties hereto.
This Selected Dealer Agreement may be amended at any time by the Dealer Manager upon providing
30 days written notice to the Dealer, provided that any such amendment shall be deemed accepted and
agreed to by Dealer upon placing an order for sale of Shares after he has received such notice.
XV. Privacy Laws
Each of the Dealer Manager and Dealer hereby agrees to abide by and comply with
(A) the
privacy standards and requirements of the Xxxxx-Xxxxx-Xxxxxx Act of
1999 (“GLB Act”), (B) the
privacy standards and requirements of any other applicable Federal or
state law, and (C) its own
internal privacy policies and procedures, each as may be amended from time to time.
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XVI. Notice
All notices will be in writing and will be duly given to the Dealer Manager when mailed to the
attention of Xxxxxx X. Xxxxxx, Xx., President, Xxxxx Real Estate Investments, Inc. at 0000 Xxxx Xxx
Xxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000-0000, and to Dealer when mailed to the address
specified by Dealer herein.
XVII. Attorney’s Fees and Applicable Law
In any action to enforce the provisions of this Selected Dealer Agreement or to secure damages
for its breach, the prevailing party shall recover its costs and reasonable attorney’s fees. This
Selected Dealer Agreement shall be construed under the laws of the State of Texas and shall take
effect when signed by Dealer and countersigned by the Dealer Manager. Dealer and Dealer Manager
hereby acknowledge and agree that venue for any action brought hereunder shall lie exclusively in
Houston, Texas.
XVIII. Severability
In the event that any court of competent jurisdiction declares any provision of this Selected
Dealer Agreement invalid, such invalidity shall have no effect on the other provisions hereof;
which shall remain valid and binding and in full force and effect, and to that end the provisions
of this Selected Dealer Agreement shall be considered severable.
XIX. No Waiver
Failure by either party to promptly insist upon strict compliance with any of the obligations
of the other party under this Selected Dealer Agreement shall not be deemed to constitute a waiver
of the right to enforce strict compliance with respect to any obligation hereunder.
XX. Assignment
This Selected Dealer Agreement may not be assigned by either party, except with the prior
written consent of the other party. This Selected Dealer Agreement shall be binding upon the
parties hereto, their heirs, legal representatives, successors and permitted assigns.
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XXI. Authorization
Each party represents to the other that all requisite corporate proceedings have been
undertaken to authorize it to enter into and perform under this Selected Dealer Agreement as
contemplated herein, and that the individual who has signed this Selected Dealer Agreement below on
its behalf is a duly elected officer that has been empowered to act for and on behalf of such party
with respect to the execution of this Selected Dealer Agreement.
| THE DEALER MANAGER: XXXXX REAL ESTATE INVESTMENTS, INC. |
||||
| By: | ||||
| Xxxxxx X. Xxxxxx, Xx. | ||||
| President -- Retail Distribution | ||||
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We have read the foregoing Selected Dealer Agreement and we hereby accept and agree to the terms
and conditions therein set forth. We hereby represent that the list below of jurisdictions in which
we are registered or licensed as a broker or dealer and are fully authorized to sell securities is
true and correct, and that the Errors and Omissions Insurance information set forth below is true
and accurate, and we agree to advise you of any changes to the information listed on this signature
page during the term of this Selected Dealer Agreement.
1. Identity of Dealer:
Name: |
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Type
of
entity: |
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| (to be completed by Dealer) | (corporation, partnership or proprietorship) | |||
Organized in the State of: |
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| (to be completed by Dealer) | (State) | |||
Licensed as broker-dealer in the following States: |
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| (to be completed by Dealer) |
Tax I.D. #: |
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2. Errors and Omissions Insurance Information:
Name of Insurance Company: |
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Amount
of E&O
Insurance: |
||
Policy Number: |
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3. Person to receive notice pursuant to Section XVI:
Name: |
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Company: |
||
Address: |
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City,
State
and
Zip
Code: |
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Telephone ( ) No.: |
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Telefax ( ) No.: |
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| AGREED TO AND ACCEPTED BY THE DEALER: | ||||
| (Dealer’s Firm Name) | ||||
| By: | ||||
| Signature | ||||
| Name: | ||||
| (Please Print) | ||||
| Title: | ||||
| Date: | ||||
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