Selling Agent Agreement Sample Contracts

UPS NOTES
Selling Agent Agreement • November 21st, 2006 • United Parcel Service Inc • Trucking & courier services (no air) • New York
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ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENT
Selling Agent Agreement • March 28th, 2014 • Orion Futures Fund Lp • Commodity contracts brokers & dealers • New York

This Alternative Investment Selling Agent Agreement (“Agreement”) is dated as of November 12, 2013, by and among each of the limited partnerships listed on Schedule 1 hereto (each, a “Partnership,” and together, the “Partnerships”), Ceres Managed Futures LLC, a Delaware limited liability company (the “General Partner”), and Morgan Stanley Smith Barney LLC, a Delaware limited liability company, currently doing business as Morgan Stanley Wealth Management (“MSSB”). Partnerships may be added to this Agreement upon the agreement of the General Partner and MSSB. The listing of such partnership on Schedule 1 hereto shall be evidence of such agreement. This Agreement supersedes all prior agreements between each Partnership, MSSB and the General Partner.

AMENDED AND RESTATED SELLING AGENT AGREEMENT by and among Bank of America Corporation and the Agents named herein
Selling Agent Agreement • August 2nd, 2021 • BAC Capital Trust XIII • National commercial banks • New York

[Any other terms and conditions agreed to by the Purchasing Agent and the Company, including, without limitation, a minimum denomination other than $1,000 and whether the Notes will be listed on an exchange.]

THE FRONTIER FUND Denver, Colorado SELLING AGENT AGREEMENT
Selling Agent Agreement • February 2nd, 2010 • FRONTIER MASTERS SERIES, a Series of the Frontier Fund • Commodity contracts brokers & dealers • Delaware
SELLING AGENT AGREEMENT
Selling Agent Agreement • February 13th, 2020 • Prospect Capital Corp • New York

In the event that any Agent that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

AZURRX BIOPHARMA, INC. SELLING AGENT AGREEMENT
Selling Agent Agreement • May 14th, 2019 • AzurRx BioPharma, Inc. • Pharmaceutical preparations • New York

AzurRx Biopharma, Inc., a corporation organized and existing under the laws of State of Delaware (the “Company”), proposes to issue and sell to the purchasers identified on Schedule A (each a “Purchaser” and collectively, the “Purchasers”), pursuant to the terms and conditions of this Selling Agent Agreement (this “Agreement”), up to an aggregate of $2,883,842.00 in shares (the “Shares”) of common stock, par value $0.0001, of the Company (“Common Stock”). The Company hereby confirms its agreement with Alexander Capital L.P. (the “Selling Agent”) to act as Selling Agent in accordance with the terms and conditions hereof.

SELLING AGENT AGREEMENT by and among Prudential Financial, Inc. and the Agents named herein March 3, 2015
Selling Agent Agreement • March 3rd, 2015 • Prudential Financial Capital Trust Iii • Life insurance • New York

This Agreement may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Facsimile signatures shall be deemed original signatures.

UP TO 25,000,000 UNITS OF LIMITED PARTNERSHIP INTERESTS of SQN ASSET INCOME FUND V, L.P. (a Delaware limited partnership) SELLING AGENT AGREEMENT
Selling Agent Agreement • July 28th, 2016 • SQN Asset Income Fund V, L.P. • Services-equipment rental & leasing, nec • New York

SQN AIF V GP, LLC, a Delaware limited liability company (the “General Partner”), as General Partner of SQN ASSET INCOME FUND V, L.P., a Delaware limited partnership (the “Partnership”), confirms its agreement with SQN Securities, LLC, a Delaware limited liability company (the “Selling Agent”), pursuant to which the Selling Agent is authorized to offer directly to the general public on a “best efforts” basis, a total maximum offering of up to 25,000,000 limited liability partnership interests (the “Units”) of the Partnership, at a public offering price of $10 per Unit (the “Offering”).

ALLY FINANCIAL INC. ALLY FINANCIAL TERM NOTES DUE FROM NINE MONTHS TO THIRTY YEARS FROM DATE OF ISSUE SELLING AGENT AGREEMENT August 13, 2024
Selling Agent Agreement • August 13th, 2024 • Ally Financial Inc. • State commercial banks • Illinois

In rendering the opinions expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all documents filed with or submitted to the Commission through its Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system (except for required EDGAR formatting changes) conform to the versions of such documents reviewed by us prior to such formatting, (iv) all signatures on all documents that we reviewed are genuine, (v) all natural persons executing documents had and have the legal capacity to do so, (vi) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vii) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.

STANDARD SELLING AGENT AGREEMENT TERMS PROTECTIVE LIFE INSURANCE COMPANY INTERNOTES® PROGRAM
Selling Agent Agreement • November 26th, 2008 • Protective Life Insurance Co • Life insurance • New York

Signatories. If the Selling Agent Agreement is executed by or on behalf of any party, such person hereby states that at the time of the execution of the Selling Agent Agreement he has no notice of revocation of the power of attorney by which he has executed the Selling Agent Agreement as such attorney.

ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENT
Selling Agent Agreement • January 25th, 2018 • Managed Futures Premier Graham L.P. • Commodity contracts brokers & dealers • New York

This Alternative Investment Selling Agent Agreement (“Agreement”) is dated as of January 19, 2018 by and among each of the limited partnerships listed on Schedule 1 hereto (each, a “Partnership,” and together, the “Partnerships”), Ceres Managed Futures LLC, a Delaware limited liability company (the “General Partner”), and Harbor Investment Advisory LLC, a Maryland Limited Liability Company (“Harbor” or “Selling Agent”). Partnerships may be added to this Agreement upon the agreement of the General Partner and Selling Agent, pursuant to the form of joinder attached as Appendix B to this Agreement. The listing of such partnership on Schedule 1 hereto shall be evidence of such agreement. This Agreement supersedes all prior agreements between each Partnership, Selling Agent and the General Partner.

SELLING AGENT AGREEMENT SIGNATURE PAGE
Selling Agent Agreement • September 23rd, 2021 • New York

The following AGREEMENT made between the Selling Agent identified below (“Selling Agent”) and EmblemHealth Services Company LLC., on behalf of its licensed health plan affiliates and their subsidiaries which include, but are not limited to, EmblemHealth Plan, Inc., EmblemHealth Insurance Company and Health Insurance Plan of Greater New York (“HIP”), (hereinafter collectively “EmblemHealth”) is effective on the “Effective Date” set forth below.

CONOLOG CORPORATION SELLING AGENT AGREEMENT
Selling Agent Agreement • December 1st, 2010 • Conolog Corp • Electronic components, nec • New York

Conolog Corporation (the “Company”) proposes to offer for sale (the “Offering”) in a private offering pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”) (i) up to One Million Dollars ($l,000,000) of convertible debentures convertible into shares of common stock (“Convertible Debentures”); (ii) common stock warrants (the “Warrants”); and (iii) Class B warrants (“Class B Warrants”) exercisable for 36 months into the Convertible Debentures (collectively, the “Securities”). Offers and sales of the Securities shall be to Accredited Investors (as defined in Regulation D promulgated by the Securities and Exchange Commission) or “qualified institutional buyers” as defined under Rule 144A. This letter agreement shall confirm our agreement concerning Garden State Securities, Inc. acting as exclusive selling or placement agent (the “Selling Agent” or “GSS”)) in connection with the sale of the Securities.

The Project Group, Inc. SELLING AGENT AGREEMENT
Selling Agent Agreement • March 9th, 2004 • Project Group Inc • Services-business services, nec • New York
i-Track, Inc. 3031 Commerce Drive, Building B Fort Gratiot, Michigan 48058 (810) 469-3500
Selling Agent Agreement • January 17th, 2001 • I Track Inc • Services-computer integrated systems design
SELLING AGENT AGREEMENT
Selling Agent Agreement • August 13th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California

This letter (this “Agreement”) constitutes the agreement between Hightimes Holding Corp., a Delaware corporation (the “Company”) and NMS Capital Advisors, LLC. (“NMS Capital” or the “Selling Agent”) pursuant to which NMS Capital shall serve as the managing Selling Agent for the Company, on a “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that NMS Capital’s obligations hereunder are on a “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by NMS Capital to purchase or sell any shares of Class A Common Stock of the Company (the “Securities”) and does not ensure the successful placement of the Securities or any portion thereof or the success of NMS Capital placing the Securities.

SELLING AGENT AGREEMENT by and among PACCAR Financial Corp., as Issuer, INCAPITAL LLC, as Purchasing Agent, and the Agents named herein November 5, 2015
Selling Agent Agreement • November 5th, 2015 • Paccar Financial Corp • Short-term business credit institutions • New York

This Agreement may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Facsimile signatures shall be deemed original signatures.

JOHN HANCOCK LIFE INSURANCE COMPANY SignatureNotes WITH MATURITIES OF TWELVE MONTHS OR MORE FROM DATE OF ISSUE (FULLY AND UNCONDITIONALLY GUARANTEED BY MANULIFE FINANCIAL CORPORATION) SELLING AGENT AGREEMENT
Selling Agent Agreement • July 8th, 2005 • Hancock John Life Insurance Co • Life insurance • New York

This Agreement may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SELLING AGENT AGREEMENT by and among Incapital Trust Products II Trust ___, Incapital Trust Products II LLC and the Agents named herein
Selling Agent Agreement • July 29th, 2015 • Incapital Trust Products II LLC • Asset-backed securities • New York

This Agreement may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Facsimile signatures shall be deemed original signatures.

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LASALLE FUNDING LLC LaSalleNotes® Fully and Unconditionally Guaranteed By ABN AMRO HOLDING N.V. and ABN AMRO BANK N.V. Form of Selling Agent Agreement
Selling Agent Agreement • September 29th, 2006 • Abn Amro Bank Nv • Commercial banks, nec • New York

The Company and the Guarantors will pay the expenses incident to the performance of their obligations under this Agreement, including: (i) the preparation and filing of the Registration Statement; (ii) the preparation, issuance and delivery of the Notes; (iii) the fees and disbursements of the Company’s and the Guarantors’ counsel and auditors, of the Trustee and its counsel and of any paying or other agents appointed by the Company or the Guarantors; (iv) the printing and delivery to you in quantities as hereinabove stated of copies of the Registration Statement, the Prospectus and the Pricing Disclosure Materials; (v) the reasonable fees and

EX-99.H3 6 dex99h3.htm SELLING AGREEMENT AMONG CHARLES SCHWAB & CO. AND US TRUST Exhibit (H)(3) Charles Schwab & Co., Inc. San Francisco, California 94104 SELLING AGENT AGREEMENT UST Securities Corp. Jersey City, NJ 07310 Ladies and Gentlemen:
Selling Agent Agreement • May 5th, 2020 • California

This is to confirm that, in consideration of the agreements hereinafter contained, UST Securities Corp. (the “Selling Agent”), EXCELSIOR BUYOUT INVESTORS, LLC (the “Company”), a Delaware limited liability company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) and CHARLES SCHWAB & CO., INC. (“Schwab”), the distributor for the Company, have agreed that the Selling Agent shall serve as selling agent of the units of beneficial interest (the “Units”) of the Company.

Exhibit No. 1.01 SELLING AGENT AGREEMENT
Selling Agent Agreement • January 21st, 2005 • Quadriga Superfund • Commodity contracts brokers & dealers • Illinois
ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENT
Selling Agent Agreement • November 8th, 2018 • Ceres Tactical Currency L.P. • Commodity contracts brokers & dealers • New York

This Alternative Investment Selling Agent Agreement (“Agreement”) is dated as of November 1, 2018, by and among each of the limited partnerships listed on Schedule 1 hereto (each, a “Partnership,” and together, the “Partnerships”), Ceres Managed Futures LLC, a Delaware limited liability company (the “General Partner”), Morgan Stanley Distribution Inc., a corporation incorporated under the laws of the Commonwealth of Pennsylvania (“MSDI” or “Selling Agent”), Harbor Investment Advisory, LLC, a Maryland limited liability company (“Harbor” or “Sub-Selling Agent”). Partnerships may be added to this Agreement upon the agreement of the General Partner, Selling Agent and Sub-Selling Agent, pursuant to the form of joinder attached as Appendix B to this Agreement. The listing of such partnership on Schedule 1 hereto shall be evidence of such agreement. This Agreement supersedes and replaces the Alternative Investment Selling Agent Agreement, dated January 19, 2018, between each Partnership, Gene

BEACON ENTERPRISE SOLUTIONS GROUP, INC. SELLING AGENT AGREEMENT
Selling Agent Agreement • December 29th, 2009 • Beacon Enterprise Solutions Group Inc • Telephone communications (no radiotelephone) • New York

BEACON ENTERPRISE SOLUTIONS GROUP, INC., a corporation organized under the laws of Nevada (the “Company”), proposes to offer for sale (the “Offering”) in a private offering pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”) an aggregate amount of up to $3,000,000 (the “Offering Amount”) of units (each a “Unit,” and, collectively, the “Units”) at a price of $0.80 per Unit (the “Offering”). Each Unit consists of (i) one share of the Company Common Stock (the “Company Common Stock”) and (ii) a five (5) year warrant (the “Investor Warrants”) to purchase 0.50 shares of the Company Common Stock at a price of $1.00 per share. The Company reserves the right to increase the Offering Amount by 1,250,000 Units or $1,000,000 of gross proceeds in its discretion. The Units, Company Common Stock and Investor Warrants are sometimes collectively referred to as the “Securities”). This letter agreement shall confirm our agreement concerning [NAME OF SELLING AGEN

FORM OF CONOLOG CORPORATION
Selling Agent Agreement • January 25th, 2006 • Conolog Corp • Electronic components, nec • New York
SELLING AGENT AGREEMENT by and among Priority Income Fund, Inc., Priority Senior Secured Income Management, LLC, Prospect Administration LLC, InspereX LLC and the Agents named herein and added from time to time
Selling Agent Agreement • April 14th, 2022 • Priority Income Fund, Inc. • Illinois

If this Agreement is executed by or on behalf of any party, such person hereby states that at the time of the execution of this Agreement he has no notice of revocation of the power of attorney by which he has executed this Agreement as such attorney.

ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. SELLING AGENT AGREEMENT Dated September 22, 2010
Selling Agent Agreement • September 20th, 2010 • Rogers International Raw Materials Fund Lp • Commodity contracts brokers & dealers • Illinois
SELLING AGENT AGREEMENT
Selling Agent Agreement • February 12th, 2009 • Superfund Gold, L.P. • Commodity contracts brokers & dealers • Illinois
GENERAL MOTORS FINANCIAL COMPANY, INC. GENERAL MOTORS FINANCIAL TERM NOTES DUE FROM NINE MONTHS TO THIRTY YEARS FROM DATE OF ISSUE SELLING AGENT AGREEMENT JUNE 21, 2017
Selling Agent Agreement • June 21st, 2017 • Americredit Financial Services Inc • Asset-backed securities • Illinois

This Agreement may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Exhibit 1.01 SELLING AGENT AGREEMENT
Selling Agent Agreement • October 11th, 2002 • Quadriga Superfund • Commodity contracts brokers & dealers • Illinois
EX1A-1 UNDR AGMT 3 ex_1a1c.htm SELLING AGENT AGREEMENT WestPark Capital, Inc. 1900 Avenue Of The Stars, Third Floor Los Angeles, CA 90067 Ladies and Gentlemen:
Selling Agent Agreement • May 5th, 2020 • New York

This letter (this “Agreement”) constitutes the agreement between NeurMedix, Inc., a Delaware corporation (the “Company”) and WestPark Capital, Inc. (“WestPark” or the “Selling Agent”) pursuant to which WestPark shall serve as the lead managing selling agent (the “Services”) for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that WestPark’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by WestPark to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of WestPark placing the Securities.

AMENDMENT AGREEMENT
Selling Agent Agreement • April 23rd, 2009 • MANAGED FUTURES INDEX SERIES, a Series of the Frontier Fund • Commodity contracts brokers & dealers

This amendment agreement (the “Agreement”), is made and entered into effective as of the day of , 20 , by and among THE FRONTIER FUND, a statutory trust organized under Chapter 38 of Title 12 of the Delaware Code (the “Trust”), EQUINOX FUND MANAGEMENT, LLC, a Delaware limited liability company and the managing owner of the Trust (the “Managing Owner”) and [ ], a [ ] (the “Selling Agent”). Capitalized and other defined terms used in this Agreement and not otherwise expressly defined herein shall have the same respective meanings as are set forth in the Selling Agent Agreement (as hereinafter defined).

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