Common use of Due Diligence; Adequate Disclosure Clause in Contracts

Due Diligence; Adequate Disclosure. Prior to offering the Primary Shares for sale, Participating Dealer shall have conducted an inquiry such that Participating Dealer has reasonable grounds to believe, based on information made available to Participating 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 Primary Shares. Notwithstanding the foregoing, Participating Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose. Prior to the sale of the Primary Shares, Participating Dealer shall inform each prospective purchaser of Primary Shares of pertinent facts relating to the Primary Shares including specifically the risks related to limitations on liquidity and marketability of the Primary Shares during the term of the investment but shall not, in any event, make any representation on behalf of the Company or the Operating Partnership except as set forth in the Prospectus and any Authorized Sales Materials.

Appears in 33 contracts

Samples: Dealer Manager Agreement (Moody National REIT II, Inc.), Dealer Manager Agreement (Moody National REIT II, Inc.), Dealer Manager Agreement (Moody National REIT II, Inc.)

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Due Diligence; Adequate Disclosure. Prior to offering the Primary Offered Shares for sale, Participating Dealer shall have conducted an inquiry such that Participating Dealer has reasonable grounds to believe, based on information made available to Participating 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 Primary the Offered Shares. Notwithstanding the foregoing, Participating Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose. Prior to the sale of the Primary Offered Shares, Participating Dealer shall inform each prospective purchaser of Primary the Offered Shares of pertinent facts relating to the Primary Offered Shares including specifically the risks related to limitations on liquidity and marketability of the Primary Offered Shares during the term of the investment but shall not, in any event, make any representation on behalf of the Company or the Operating Partnership except as set forth in the Prospectus and any Authorized Sales Materials.

Appears in 11 contracts

Samples: Dealer Manager Agreement (NorthStar Real Estate Income II, Inc.), Dealer Manager Agreement (NorthStar Real Estate Income II, Inc.), Dealer Manager Agreement (NorthStar/RXR New York Metro Real Estate, Inc.)

Due Diligence; Adequate Disclosure. Prior to offering the Primary Offered Shares for sale, Participating Dealer shall have conducted an inquiry such that Participating Dealer has reasonable grounds to believe, based on information made available to Participating Dealer by the Company Fund 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 Primary Offered Shares. Notwithstanding the foregoing, Participating Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose. Prior to the sale of the Primary Offered Shares, Participating Dealer shall inform each prospective purchaser of Primary Offered Shares of pertinent facts relating to the Primary Offered Shares including specifically the risks related to limitations on liquidity and marketability of the Primary Offered Shares during the term of the investment but shall not, in any event, make any representation on behalf of the Company or the Operating Partnership Fund except as set forth in the Prospectus and any Authorized Sales Materials.

Appears in 6 contracts

Samples: Dealer Manager Agreement (Stira Alcentra Global Credit Fund), Participating Dealer Agreement (Stira Alcentra Global Credit Fund), Participating Dealer Agreement (Steadfast Alcentra Global Credit Fund)

Due Diligence; Adequate Disclosure. Prior to offering the Primary Shares for sale, Participating Dealer shall have conducted an inquiry such that Participating Dealer has reasonable grounds to believe, based on information made available to Participating 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 Primary Shares. Notwithstanding the foregoing, Participating Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose. Prior to the sale of the Primary Shares, Participating Dealer shall inform each prospective purchaser of Primary Shares of pertinent facts relating to the Primary Shares including specifically the risks related to limitations on liquidity and marketability of the Primary Shares during the term of the investment but shall not, in any event, make any representation on behalf of the Company or the Operating Partnership except as set forth in the Prospectus and any Authorized Sales Materials.

Appears in 4 contracts

Samples: Participating Dealer Agreement (CM REIT, Inc.), Participating Dealer Agreement (CM REIT, Inc.), Dealer Manager Agreement (CM REIT, Inc.)

Due Diligence; Adequate Disclosure. Prior to offering the Primary Shares for sale, Participating Dealer shall have conducted an inquiry such that Participating Dealer has reasonable grounds to believe, based on information made available to Participating Dealer by the Company Trust 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 Primary the Shares. Notwithstanding the foregoing, Participating Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose. Prior to the sale of the Primary Shares, Participating Dealer shall inform each prospective purchaser of Primary the Shares of pertinent facts relating to the Primary Shares including specifically the risks related to limitations on liquidity and marketability of the Primary Shares during the term of the investment but shall not, in any event, make any representation on behalf of the Company or the Operating Partnership Trust except as set forth in the Prospectus and any Authorized Sales Materials.

Appears in 2 contracts

Samples: Participating Dealer Agreement (NorthStar Real Estate Capital Income Fund-T), Participating Dealer Agreement (NorthStar Real Estate Capital Income Fund)

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Due Diligence; Adequate Disclosure. Prior to offering the Primary Shares for sale, Participating Dealer shall have conducted an inquiry such that Participating Dealer has reasonable grounds to believe, based on information made available to Participating 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 Primary the Shares. Notwithstanding the foregoing, Participating Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose. Prior to the sale of the Primary Shares, Participating Dealer shall inform each prospective purchaser of Primary the Shares of pertinent facts relating to the Primary Shares including specifically the risks related to limitations on liquidity and marketability of the Primary Shares during the term of the investment but shall not, in any event, make any representation on behalf of the Company or the Operating Partnership except as set forth in the Prospectus and any Authorized Sales Materials.

Appears in 1 contract

Samples: Dealer Manager Agreement (NorthStar/RXR New York Metro Income, Inc.)

Due Diligence; Adequate Disclosure. Prior to offering the Primary Shares for sale, Participating Dealer shall have conducted an inquiry such that Participating Dealer has reasonable grounds to believe, based on information made available to Participating Dealer by the Company Fund 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 Primary the Shares. Notwithstanding the foregoing, Participating Dealer may rely upon the results of an inquiry conducted by an independent third party retained for that purpose. Prior to the sale of the Primary Shares, Participating Dealer shall inform each prospective purchaser of Primary the Shares of pertinent facts relating to the Primary Shares including specifically the risks related to limitations on liquidity and marketability of the Primary Shares during the term of the investment but shall not, in any event, make any representation on behalf of the Company or the Operating Partnership Fund except as set forth in the Prospectus and any Authorized Sales Materials.

Appears in 1 contract

Samples: Participating Dealer Agreement (NorthStar Corporate Income Fund-T)

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