Selling Agreement Sample Contracts

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ATEL 16, LLC 15,000,000 Limited Liability Company Member Units at $10 per Unit Best Efforts SELLING AGREEMENT
Selling Agreement • July 19th, 2013 • Atel 16, LLC • Services-equipment rental & leasing, nec • California

ATEL Managing Member, LLC (“ATEL” or the “Manager”) as Manager and on behalf of ATEL 16, LLC, a California limited liability company (the “Fund”) pursuant to the Limited Liability Company Operating Agreement (the “Operating Agreement”) set forth as Exhibit B to the Prospectus (as hereinafter defined), hereby confirms its agreement with you as follows:

Contract
Selling Agreement • February 16th, 2024 • Separate Account a of Pacific Life & Annuity Co
FORM OF Selling Agreement May 1, 2010
Selling Agreement • August 26th, 2011 • Franklin Federal Tax Free Income Fund • California

Franklin Templeton Distributors, Inc. (“we” or “us”) invites you to participate in the distribution of shares of the Franklin Templeton investment companies (the “Funds”) for which we now or in the future serve as principal underwriter, subject to the terms of this Agreement. We will notify you from time to time of the Funds that are eligible for distribution and the terms of compensation under this Agreement. This Agreement supersedes any prior dealer or selling agreements between us, as stated in Section 21, below.

FORM OF SELLING AGREEMENT
Selling Agreement • October 11th, 2024 • MidBridge Private Markets Fund • Nebraska

Ultimus Fund Distributors, LLC (the “Distributor”) serves as the principal underwriter of <Fund Names> (the “Fund”) a closed-end investment company, shares of which are distributed by Distributor at their respective net asset values plus sales charges as applicable, pursuant to a written agreement (the “Distribution Agreement”). Distributor invites you (the “Company”) to participate as a non-exclusive agent in the distribution of shares of the Fund that are covered under the Distribution Agreement upon the following terms and conditions:

PIMCO INVESTMENTS LLC New York, NY 10019 SELLING AGREEMENT FOR ADVISOR CLASS SHARES OF PIMCO VARIABLE INSURANCE TRUST AND PIMCO EQUITY SERIES VIT
Selling Agreement • April 26th, 2024 • Pimco Variable Insurance Trust

PIMCO Investments LLC (“we” or “us”) is the distributor of the Advisor Class shares (the “Shares”) of those series of PIMCO Variable Insurance Trust and PIMCO Equity Series VIT (each a “Trust” and together the “Trusts”) set forth in Schedule A (collectively, the “Funds”). Shares are offered pursuant to the then-current prospectus, including any supplements or amendments thereto and any summary prospectus, of each of the Funds (the “Prospectus”). To the extent that a Prospectus contains provisions that are inconsistent with the terms of this Agreement, the terms of the Prospectus shall be controlling. We have the exclusive right to distribute shares of the Funds, including the Shares. As agent for the Funds, we hereby offer to sell Shares of the Funds to you, upon the following terms and conditions:

Dawson James Securities July14, 2010
Selling Agreement • February 14th, 2011 • Dr. Tattoff, Inc. • Blank checks • Florida

Dr. Tattoff, Inc., a Florida corporation (the "Seller"), simultaneously with a series of transactions intended to reorganize its financial affairs and to restructure its indebtedness to management, shareholders, affiliates and third party vendors (the "Conditions Precedent"), in connection with a financing proposal by Chicago Investments, Inc., its affiliates, and other investors introduced to the Company by the Lead Investor (collectively, the "Lead Investor"), which is intended to provide the necessary working and financing capital to meet the Seller's immediate capital needs, proposes to offer and sell (the "Offering"), to selected investors, upon the terms set forth herein and in the Subscription Agreement, Confidential Purchaser Questionnaire (which collectively, together with the attachments and exhibits thereto, is referred to as the "Offering Documents"), a copy of which has been delivered to Dawson James Securities, Inc. ("Selling Agent"), $1,250,000 or 23,733,576 shares of co

SELLING AGREEMENT FOR NEXPOINT INTERVAL FUNDS
Selling Agreement • July 3rd, 2018 • Nexpoint Event-Driven Fund • New York

This Selling Agreement (“Agreement”) is made by and between [INTERMEDIARY] (“Intermediary”) and Highland Capital Funds Distributor, Inc. (“Distributor”), and is effective as of the date accepted and agreed to by the Distributor below.

SELLING AGREEMENT
Selling Agreement • December 23rd, 2014 • BlueArc Multi-Strategy Fund • Nebraska

Northern Lights Distributors, LLC (the “Distributor”) serves as the principal underwriter of shares of BlueArc Multi-Strategy Fund (the “Fund”), a closed-end investment company, shares of which company is distributed by Distributor at its respective net asset value plus sales charges as applicable, pursuant to a written agreement (the “Underwriting Agreement”). Distributor invites you (the “Company”) to participate as a non-exclusive agent in the distribution of shares of the Fund upon the following terms and conditions:

Exhibit Item 21-4i MATERIAL CONTRACTS Selling Agreement
Selling Agreement • December 23rd, 1999 • Powersource Corp • Electric services • California
BROKER / DEALER SELLING AGREEMENT between PRUCO SECURITIES CORPORATION and Princor Financial Services
Selling Agreement • April 14th, 2010 • Pruco Life Variable Universal Account • New Jersey

This Agreement is made on the 27th day of August, 1999 by and between PRINCOR FINANCIAL SERVICES ("Broker-Dealer"), a Broker-Dealer with its principal business address 711 High Street, N-4, Des Moines IA 50392-0200 and PRUCO SECURITIES CORPORATION ("Distributor"), a New Jersey corporation with its principal place of business at 751 Broad Street, Newark, New Jersey 07102 and supersedes all previous agreements entered into by the parties.

PIMCO INVESTMENTS LLC New York, NY 10105-4800 SELLING AGREEMENT FOR ADVISOR CLASS SHARES OF PIMCO VARIABLE INSURANCE TRUST
Selling Agreement • January 9th, 2012 • Pimco Variable Insurance Trust • Delaware

We are the distributor of the Advisor Class shares of those series of PIMCO Variable Insurance Trust set forth in Appendix A (collectively, the “Funds”). Shares are offered pursuant to the then-current prospectus, including any supplements or amendments thereto and any summary prospectus, of each of the Funds (the “Prospectus”). To the extent that a Prospectus contains provisions that are inconsistent with the terms of this Agreement, the terms of the Prospectus shall be controlling. We have the exclusive right to distribute shares of the Funds (the “Shares”). As agent for the Funds, we hereby offer to sell Shares of the Funds to you, upon the following terms and conditions:

SELLING AGREEMENT FOR ADMINISTRATIVE CLASS SHARES OF PIMCO VARIABLE INSURANCE TRUST
Selling Agreement • April 18th, 2019 • Pacific Select Exec Separate Acct Pacific Life Ins • New York

This Agreement is made as of April 1, 2018 between PIMCO Investments LLC (“Distributor”) and Pacific Select Distributors, LLC (“Authorized Firm”), the variable products distributor for Pacific Life Insurance Company and Pacific Life & Annuity Company.

THE MERRILL LYNCH FuturesAccessSM PROGRAM SELLING AGREEMENT Private Placement of Limited Liability Company Units Effective as of October 31, 2004 MERRILL LYNCH ALTERNATIVE INVESTMENTS LLC Manager MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED...
Selling Agreement • October 4th, 2010 • Man AHL FuturesAccess LLC • New York

Your affiliate, Merrill Lynch Alternative Investments LLC, a Delaware limited liability company (referred to herein in its individual capacity and as manager as the “Manager” or “MLAI”), has caused the formation of a group of managed futures funds comprising the Merrill Lynch FuturesAccessSM Program (the “Program”) which, at the effective date hereof, consist of the four limited liability companies formed pursuant to the Limited Liability Company Act of the State of Delaware (the “DLLCA”) and listed in the Schedule of Companies (the “Schedule”) attached hereto as the Appendix. Each company within the Program is hereinafter referred to as a “FuturesAccess Fund.” It is intended that the terms and conditions of this Selling Agreement (the “Agreement”) shall apply to and be binding upon any company which subsequently becomes a FuturesAccess Fund (each a “New FuturesAccess Fund”) and, likewise, shall cease to apply to any company which ceases, for whatever reason, to be a FuturesAccess Fund

FORM OF SELLING AGREEMENT $200,000,000 BERKELEY INCOME TRUST, INC. A Real Estate Investment Trust (REIT)
Selling Agreement • May 4th, 2005 • Berkeley Income Trust, Inc. • Real estate investment trusts • California
MVP AMERICAN SECURITIES, LLC AMENDED AND RESTATED SELLING AGREEMENT October 5, 2015
Selling Agreement • October 6th, 2015 • MVP REIT II, Inc. • Real estate investment trusts • New York

MVP REIT II, Inc. (the “Company”) is a Maryland corporation that intends to qualify to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes beginning with the taxable year ending December 31, 2016. MVP Capital Partners II, LLC, a Nevada limited liability company, serves as the Company’s sponsor (the “Sponsor”).The Company proposes to offer (a) up to $500,000,000 in shares of its common stock, $0.0001 par value per share (the “Shares”), for a purchase price of $25.00 per Share, in the primary offering (the “Primary Offering”), and (b) up to $50,000,000 in Shares for a purchase price of $25.00 per Share for issuance through the Company’s distribution reinvestment program (the “DRIP” and together with the Primary Offering, the “Offering”), all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Section 1(a)). The Company has reserved the right to (i) change the offering price per share in the Offering, including th

BEST EFFORTS
Selling Agreement • August 28th, 2003 • Telkonet Inc • Communications services, nec • Maryland
EXHIBIT 99.3(b) Form of Selling Agreement between Pacific Mutual Life, PMD and various Broker-Dealers
Selling Agreement • October 31st, 1997 • Pacific Corinthian Var Sep Acct of Pacific Corinthian Life I • New York
FORM OF] SELLING AGREEMENT
Selling Agreement • April 27th, 2023 • Franklin Templeton Variable Insurance Products Trust

Franklin Distributors, LLC (“we” or “us”) invites you to participate in the distribution of shares of the Franklin Templeton investment companies (the “Funds”) for which we now or in the future serve as principal underwriter, subject to the terms of this Agreement. We will notify you from time to time of the Funds that are eligible for distribution and the terms of compensation under this Agreement. This Agreement supersedes any prior dealer or selling agreements between us, as stated in Section 21, below.

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AMENDMENT NO. 1 TO MORGAN STANLEY SPECTRUM SERIES AMENDED AND RESTATED SELLING AGREEMENT
Selling Agreement • December 3rd, 2003 • Morgan Stanley Spectrum Strategic Lp • Real estate investment trusts

The Amended and Restated Selling Agreement, dated as of March 7, 2000 (the "Selling Agreement"), among Morgan Stanley Spectrum Select L.P., Morgan Stanley Spectrum Technical L.P., Morgan Stanley Spectrum Strategic L.P., Morgan Stanley Spectrum Global Balanced L.P., Morgan Stanley Spectrum Currency L.P., Morgan Stanley Spectrum Commodity L.P. (collectively, the "Partnerships"), Demeter Management Corporation, and Morgan Stanley DW Inc. ("Morgan Stanley DW") is hereby amended as set forth below. All provisions contained in the Selling Agreement remain in full force and effect and are modified only to the extent necessary to provide for the amendments set forth below. Terms used herein and not defined herein have the meaning given to such terms in the Selling Agreement.

EX-99.3(B) 4 d305854dex993b.htm FORM OF THE GUARDIAN INSURANCE & ANNUITY COMPANY SELLING AGREEMENT THE GUARDIAN INSURANCE & ANNUITY COMPANY SELLING AGREEMENT
Selling Agreement • May 5th, 2020 • New York

This Agreement is entered into by and among The Guardian Insurance & Annuity Company, Inc. (“GIAC”), a Delaware corporation, Guardian Investor Services LLC (“GIS”), a registered broker-dealer with the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, a member in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”), and (the “Firm”).

FORM OF AMENDMENT NO. 2 TO MORGAN STANLEY SPECTRUM SERIES AMENDED AND RESTATED SELLING AGREEMENT
Selling Agreement • March 8th, 2004 • Morgan Stanley Spectrum Currency Lp • Commodity contracts brokers & dealers

The Amended and Restated Selling Agreement, dated as of March 7, 2000, as amended by Amendment No. 1 to the Selling Agreement, dated April 28, 2003 (the "Selling Agreement"), among Morgan Stanley Spectrum Select L.P. ("Select"), Morgan Stanley Spectrum Technical L.P. ("Technical"), Morgan Stanley Spectrum Strategic L.P. ("Strategic"), Morgan Stanley Spectrum Global Balanced L.P. ("Global Balanced"), and Morgan Stanley Spectrum Currency L.P.("Currency") (collectively, the "Partnerships"), Demeter Management Corporation, and Morgan Stanley DW Inc. ("Morgan Stanley DW") is hereby amended as set forth below. All provisions contained in the Selling Agreement remain in full force and effect and are modified only to the extent necessary to provide for the amendments set forth below. Terms used and not otherwise defined herein have the meaning ascribed to such term in the Selling Agreement.

RECITALS
Selling Agreement • April 30th, 2002 • Safeco Money Market Trusts • Washington
FORM OF THE HARTFORD MUTUAL FUNDS SELLING AGREEMENT
Selling Agreement • February 27th, 2024 • Hartford Mutual Funds Ii Inc • New York

HARTFORD FUNDS DISTRIBUTORS, LLC (the “Distributor”) as principal underwriter or distributor and exclusive selling agent for the shares of THE HARTFORD MUTUAL FUNDS, INC. and THE HARTFORD MUTUAL FUNDS II, INC. (each a “Company”), each comprised of separate series (to which additional series may be added by the respective Company from time to time) listed on the attached Appendix A (each; a “Fund” and, collectively, the “Funds”) understands that you, the undersigned dealer firm, are a member in good standing of the Financial Industry Regulatory Authority (“FINRA”), and, on the basis of such understanding, invites you to become a member of the Selling Group to distribute shares of the Funds on the following terms.

SELLING AGREEMENT
Selling Agreement • December 12th, 2011 • Separate Account I of Integrity Life Insurance Co • Ohio

THIS SELLING AGREEMENT (Agreement) is made and entered into by and between Integrity Life Insurance Company (Company) and Touchstone Securities, Inc. (herein jointly and severally referred to as DISTRIBUTOR) and (Broker- Dealer Name), (herein referred to as Broker-Dealer) and its affiliated insurance agencies, if any (herein separately referred to as Insurance Agency). Said Broker-Dealer and its affiliated Insurance Agency, if applicable, may be collectively referred to as Broker-Dealer or Agent.

EXHIBIT 1.1 SELLING AGREEMENT World Monitor Trust III (A Delaware Statutory Trust)
Selling Agreement • October 8th, 2004 • World Monitor Trust III • New York
Trans-Pharma Corporation
Selling Agreement • September 21st, 2007 • Transdel Pharmaceuticals Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada

The undersigned, Trans-Pharma Corporation, a Nevada corporation ("Corporation"), by this letter confirms its agreement (the "Agreement") with WFG Investments, Inc., a Texas Corporation (the "Broker-Dealer"), regarding the Broker-Dealer acting as a placement agent in connection with an offering of up to $5.0 million of units consisting of shares of common stock and warrants to purchase common stock (the "Units") under the terms set forth in those certain Subscription Agreements, in the form attached hereto as Exhibit A, and all exhibits and supplements thereto (the "Offering Materials") prepared by Corporation and delivered to you for distribution to the offerees. The Units are to be offered on a "Best Efforts, Minimum- Maximum" basis with respect to all Units. The Units will be offered and sold in accordance with 17 CFR 203.506 ("Rule 506"), promulgated under Regulation D of the Securities Act 1933, as amended.

PIMCO INVESTMENTS LLC New York, NY 10019 SELLING AGREEMENT FOR CLASS M SHARES OF PIMCO VARIABLE INSURANCE TRUST
Selling Agreement • April 26th, 2024 • Pimco Variable Insurance Trust

We are the distributor of the Class M shares of those series of PIMCO Variable Insurance Trust set forth in Appendix A (collectively, the “Funds”). Shares are offered pursuant to the then-current prospectus, including any supplements or amendments thereto and any summary prospectus, of each of the Funds (the “Prospectus”). To the extent that a Prospectus contains provisions that are inconsistent with the terms of this Agreement, the terms of the Prospectus shall be controlling. We have the exclusive right to distribute shares of the Funds (the “Shares”). As agent for the Funds, we hereby offer to sell Shares of the Funds to you, upon the following terms and conditions:

AMENDED AND RESTATED SELLING AGREEMENT JWH GLOBAL TRUST (A DELAWARE BUSINESS TRUST) Dated as of November 16, 2007
Selling Agreement • March 20th, 2008 • JWH Global Trust • Commodity contracts brokers & dealers • Illinois
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