Covenants of the Dealer Manager. The Dealer Manager covenants and agrees with the Company as follows:
Covenants of the Dealer Manager. The Dealer Manager covenants and agrees with the Company that:
4.1. In connection with the Dealer Manager’s participation in the offer and sale of Shares (including, without limitation, any resales and transfers of Shares), the Dealer Manager will comply, and in its agreements with Dealers will require that the Dealers comply, with all requirements and obligations imposed upon any of them by (a) the Securities Act, the Exchange Act and the rules and regulations of the SEC promulgated under both such acts, including the obligation to deliver a copy of the Prospectus as amended or supplemented; (b) all applicable state securities laws and regulations as from time to time in effect; (c) the applicable rules of FINRA, including, but not in any way limited to, Rule 2440 of the NASD Conduct Rules and FINRA Rule 2310 and FINRA Rule 5141; (d) all applicable rules and regulations relating to the suitability of the investors, including, without limitation, the provisions of Articles III.C and III.E of the Statement of Policy regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (“NASAA Guidelines”); (e) any other state and federal laws and regulations applicable to the Offering, the sale of Shares or the activities of the Dealer Manager pursuant to this Agreement, including without limitation the privacy standards and requirements of state and federal laws, including the Xxxxx-Xxxxx-Xxxxxx Act of 1999, and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the SEC and FINRA, the Bank Secrecy Act, as amended, the USA Patriot Act of 2001 and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; and (f) this Agreement and the Prospectus as amended and supplemented.
4.2. The Dealer Manager will not offer the Shares, and in its agreements with Dealers will require that the Dealers not offer Shares, in any jurisdiction unless and until (a) the Dealer Manager has been advised by the Company in writing that the Shares are either registered in accordance with, or exempt from, the securities laws of such jurisdiction and (b) the Dealer Manager and any Dealer offering Shares in such jurisdiction have all required licenses and registrations to offer Shares in that jurisdiction.
4.3. The Dealer Manager will make, and in its agreements with Dealers will require that Dealers make, no representations concerning the Offer...
Covenants of the Dealer Manager. You covenant and agree with the Company on your behalf and on behalf of the Soliciting Dealers as follows:
Covenants of the Dealer Manager. The Dealer Manager covenants and agrees with the Company that:
4.1. In connection with the offer and sale of the Shares, the Dealer Manager will comply with all requirements imposed upon it by the Securities Act, the Exchange Act, the Rules and Regulations or other federal regulations applicable to the Offering, the sale of Shares or its activities and by all applicable state securities laws and regulations and the rules of FINRA, as from time to time in effect, and by this Agreement, including the obligation to deliver a copy of the Prospectus as required by the Securities Act, the Exchange Act and the Rules and Regulations. The Dealer Manager will not make any sales of the Shares in any jurisdiction unless and until it has been advised that the Shares are either registered in accordance with, or exempt from, the securities and other laws applicable thereto.
4.2. The Dealer Manager will make no representations concerning the Offering except as set forth in the Prospectus or Authorized Sales Materials.
4.3. The Dealer Manager will provide the Company with such information relating to the offer and sale of the Shares by it as may be requested to enable the Company to prepare such reports of sale as may be required to be filed under applicable federal or state securities laws.
4.4. All engagements of the Dealers will be evidenced by a Participating Dealer Agreement, except when the Dealer Manager obtains the prior written consent of the Company. When Dealers are used in this Offering, the Dealer Manager will use commercially reasonable efforts to cause such Dealers to comply with all their respective obligations pursuant to the Participating Dealer Agreement.
4.5. The Dealer Manager will provide each prospective investor with a copy of the Prospectus and any supplements thereto during the course of the Offering and prior to a sale. The Company may also provide the Dealer Manager with Authorized Sales Materials to be used by the Dealer Manager and the Dealers in connection with the solicitation of purchasers of the Shares. In the event the Dealer Manager elects to use such Authorized Sales Materials, the Dealer Manager agrees that such Authorized Sales Materials shall not be used in connection with the solicitation of purchasers of the Shares unless accompanied or preceded by the Prospectus. The Dealer Manager agrees that it will not use any sales materials in conjunction with the offer and sale of the Shares, other than those either provided to the Dealer Ma...
Covenants of the Dealer Manager. The Company covenants, warrants and represents, during the full term of this Agreement, that:
(a) it will use its best efforts to maintain the effectiveness of the Registration Statement, and will file, or cause to be filed, such amendments to the Registration Statement as may be reasonably necessary for that purpose;
(b) It will use its best efforts to (i) prevent the issuance of any order by the SEC, any State Regulatory Authorities or any other regulatory authority which suspends the effectiveness of the Registration Statement, prevents the use of the Prospectus, or otherwise prevents or suspends the Offering, and (ii) obtain the lifting of any such order if issued;
(c) It will give the Dealer Manager written notice when the Registration Statement becomes effective and shall deliver to the Dealer Manager a signed copy of the Registration Statement, including its exhibits, and such number of copies of the Registration Statement, without exhibits, and the Prospectus, and any supplements and amendments thereto which are finally approved by the SEC, as the Dealer Manager may reasonably request for sale of the Units, which Prospectus shall not contain any untrue statement of a material fact required to be stated therein or omit any material statement necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(d) If at any time any event occurs and becomes known to the Company prior to the end of the Offering Period, as a result of which the Registration Statement or Prospectus would include an untrue statement of a material fact, in view of the circumstances under which they were made, omit to state any material fact necessary to make the statements therein not misleading, the Company will effect the preparation of an amended or supplemented Registration Statement or Prospectus which will correct such statement or omission;
(e) It will promptly notify the Dealer Manager of any post-effective amendments or supplements to the Registration Statement or Prospectus;
(f) It will, during the full term of this Agreement abide by all applicable provisions to its governing instruments, as the same may be amended; and
(g) It will use its best efforts to cause, at or prior to the time the Registration Statement becomes effective, the qualification or registration of the Units for offering and sale under the securities laws of such jurisdictions as shall be determined by the Company.
Covenants of the Dealer Manager. The Dealer Manager covenants and agrees with the Company that:
4.1. In connection with the offer and sale of the Shares, the Dealer Manager will comply with all requirements imposed upon it by the Securities Act and the Exchange Act, by the rules and regulations of the SEC promulgated thereunder or other federal regulations applicable to the Offering, the sale of Shares or its activities and by all applicable state securities laws and regulations, as from time to time in effect, and by this Agreement, including the obligation to deliver a copy of the Prospectus as required by the Securities Act, the Exchange Act or the rules and regulations promulgated under either. The Dealer Manager will not offer the Shares for sale in any jurisdiction unless and until it has been advised that the Shares are either registered in accordance with, or exempt from, the securities and other laws applicable thereto.
4.2. The Dealer Manager will make no representations concerning the Offering except as set forth in the Prospectus.
4.3. The Dealer Manager will provide the Company with such information relating to the offer and sale of the Shares by it as the Company may from time to time reasonably request or as may be requested to enable the Company to prepare such reports of sale as may be required to be filed under applicable Federal or state securities laws.
Covenants of the Dealer Manager. The Dealer Manager covenants and agrees with Xxxxxxx Xxxxx that it will:
Covenants of the Dealer Manager. The Dealer Manager covenants and agrees with the Company that:
4.1. In connection with the offer and sale of the Shares, the Dealer Manager will comply with all requirements imposed upon it by the Securities Act, the Exchange Act, the Rules and Regulations or other federal regulations applicable to the Offering, the sale of Shares or its activities and by all applicable state securities laws and regulations, as from time to time in effect, and by this Agreement, including the obligation to deliver a copy of the Prospectus as required by the Securities Act, the Exchange Act or the Rules and Regulations. The Dealer Manager will not offer the Shares for sale in any jurisdiction unless and until it has been advised that the Shares are either registered in accordance with, or exempt from, the securities and other laws applicable thereto.
4.2. The Dealer Manager will make no representations concerning the Offering except as set forth in the Prospectus.
4.3. The Dealer Manager will provide the Company with such information relating to the offer and sale of the Shares by it as the Company may from time to time reasonably request or as may be requested to enable the Company to prepare such reports of sale as may be required to be filed under applicable federal or state securities laws.
Covenants of the Dealer Manager. The Dealer Manager covenants and agrees with the Trust as follows:
Covenants of the Dealer Manager. The Dealer Manager covenants and agrees with the Partnership as follows:
