Placement of Interests Sample Clauses

Placement of Interests. (a) Subject to the terms and conditions set forth herein, the Fund hereby appoints the Placement Agent as its placement agent in connection with the placement of Interests. Subject to the performance in all material respects by the Fund of its obligations hereunder, and to the completeness and accuracy in all material respects of all of the representations and warranties of the Fund contained herein, the Placement Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts to find qualified applicants for Interests. The Placement Agent shall not have any liability to the Fund in the event that any applicant fails to consummate the purchase of Interests for any reason other than the Placement Agent’s willful misconduct or gross negligence.
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Placement of Interests. (a) Subject to the terms and conditions set forth herein, the Fund hereby appoints the Placement Agent as its placement agent in connection with the placement of Interests. Subject to the performance in all material respects by the Fund of its obligations hereunder, and to the completeness and accuracy in all material respects of all of the representations and warranties of the Fund contained herein, the Placement Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts to find qualified applicants for Interests. The Placement Agent shall not have any liability to the Fund in the event that any applicant fails to consummate the purchase of Interests for any reason other than the Placement Agent’s willful misconduct or gross negligence. (b) Subject to applicable law and as requested by the Fund, the Fund will be offered by registered investment advisers and, additionally, by financial intermediaries with whom the Placement Agent shall have entered into agreements (“Servicing and Sub-Placement Agency Agreements”) (such financial intermediaries, together with such registered investment advisers, being referred to collectively herein as “Financial Intermediaries”). (c) The offers and sales of Interests are to be effected pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and Regulation D thereunder. Both the Placement Agent and the Fund have established the following procedures in connection with the offer and sale of Interests and agree that neither party will make offers or sales of any Interests except in compliance with such procedures: (i) Offers and sales of Interests will be made only in compliance with Regulation D and only to investors that are reasonably believed to qualify as “accredited investors,” as defined in Rule 501(a) under the Securities Act and “qualified clients,” as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended. (ii) No sale of Interests to any one investor will be for less than the minimum denominations as may be specified in the Memorandum or as the Fund shall advise. (iii) No offer or sale of any Interests shall be made in any state or jurisdiction, or to any prospective investor located in any state or jurisdiction, where such Interests have not been registered or qualified for offer and sale under applicable state securities laws unless such ...
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Placement of Interests. (a) Subject to the terms and conditions set forth in this Agreement, the Fund appoints you as a placement agent in connection with the placement of Interests in accordance with the terms of this Agreement. This appointment is non-exclusive and we may appoint at any time and from time to time other placement agents in our sole discretion. Subject to the performance in all material respects by the Fund of its obligations under this Agreement, and to the completeness and accuracy in all material respects of all of the representations and warranties of the Fund contained in this Agreement, you accept such agency and agree on the terms and conditions set out in this Agreement to use your best efforts to find qualified subscribers for Interests and to use all reasonable efforts to assist the Fund in obtaining performance by each subscriber.
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Placement of Interests. (a) Subject to the terms and conditions set forth in this Agreement, the Fund appoints you as a placement agent in connection with the placement of Interests. Subject to the performance in all material respects by the Fund of its obligations under this Agreement, and to the completeness and accuracy in all material respects of all of the representations and warranties of the Fund contained in this Agreement, you accept such agency, subject to the requirements of your duty to each Lender as securities lending agent, and agree on the terms and conditions set out in this Agreement to qualify subscribers for Interests and to facilitate the investment of Lender's cash collateral in the Fund. You will not have any liability to the Fund in the event that any subscriber fails to consummate the purchase of an Interest for any reason other than your willful misfeasance, bad faith, negligence or reckless disregard of your duties under this Agreement.
Sample 1Sample 2
Placement of Interests. (a) Subject to the terms and conditions set forth herein, the Company hereby appoints UST as its placement agent in connection with the placement of Interests. Subject to the performance in all material respects by the Company of its obligations hereunder, and to the completeness and accuracy in all material respects of all of the representations and warranties of the Company contained herein, UST hereby accepts such agency and agrees on the terms and conditions herein set forth to offer Interests to qualified subscribers. UST shall have the right hereunder to retain other securities dealers ("Sub-Agents") to conduct such solicitation and agrees to use all reasonable efforts to assist the Company in obtaining performance by each subscriber. Each Sub-Agent shall give UST in a separate Sub-Agency Agreement representations and warranties substantially similar to those contained in Section 8 of this Agreement. UST agrees (and will ensure that each Sub-Agent agrees) that Interests shall be offered and sold only in accordance with the terms and conditions set forth in this Agreement (or Sub-Agency Agreement) and the Offering Documents. UST shall not have any liability to the Company in the event that any subscriber fails to consummate the purchase of Interests for any reason other than UST's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder.
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Placement of Interests. (a) Subject to the terms and conditions set forth in this Agreement, the Partnership hereby appoints you as a placement agent in connection with the placement of Interests. This appointment is non-exclusive and we may appoint at any time and from time to time other placement agents in our sole discretion. Subject to the performance in all material respects by the Partnership of its obligations under this Agreement, and to the completeness and accuracy in all material respects of all of the representations and warranties of the Partnership contained in this Agreement, you hereby accept such agency and agree on the terms and conditions set forth in this Agreement to use your best efforts to find qualified subscribers for Interests and to use all reasonable efforts to assist the Partnership in obtaining performance by each subscriber. You will not have any liability to the Partnership in the event that any subscriber fails to consummate the purchase of Interests for any reason other than your willful misconduct or gross negligence.
Sample 1Sample 2
Placement of Interests. (a) Subject to the terms and conditions set forth in this Agreement, we hereby appoint you as a sub-placement agent in connection with the placement of Interests. This appointment is non-exclusive and we may appoint at any time and from time to time other sub-placement agents in our sole discretion. Subject to the performance in all material respects of our obligations under this Agreement, and to the completeness and accuracy in all material respects of all of our representations and warranties contained in this Agreement, you hereby accept such agency and agree on the terms and conditions set forth in this Agreement to use your best efforts to find qualified subscribers for Interests and to use all reasonable efforts to assist us in obtaining performance by each subscriber. You will not have any liability to us or to the Partnership in the event that any subscriber fails to consummate the purchase of Interests for any reason other than your willful misconduct or gross negligence.
Sample 1Sample 2
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Placement of Interests. (a) Subject to the terms and conditions set forth in this Agreement, the Fund appoints you as a placement agent in connection with the placement of Interests. This appointment is non-exclusive and we may appoint at any time and from time to time other placement agents in our sole discretion. Subject to the performance in all material respects by the Fund of its obligations under this Agreement, and to the completeness and accuracy in all material respects of all of the representations and warranties of the Fund contained in this Agreement, you accept such agency and agree on the terms and conditions set out in this Agreement to use your best efforts to find qualified subscribers for Interests and to use all reasonable efforts to assist the Fund in obtaining performance by each subscriber.
Sample 1
Placement of Interests. (a) Subject to the terms and conditions set forth herein, the Partnership hereby appoints you as its placement agent in connection with the placement of Interests. Subject to the performance in all material respects by the Partnership of its obligations hereunder, and to the completeness and accuracy in all material respects of all of the representations and warranties of the Partnership contained herein, you hereby accept such agency and agree on the terms and conditions herein set forth to use your best efforts to find qualified subscribers for Interests and to use all reasonable efforts to assist the Partnership in obtaining performance by each subscriber. You shall not have any liability to the Partnership in the event that any subscriber fails to
Sample 1

Related to Placement of Interests

  • Treatment of Interest For Federal and State tax purposes (i) interest shall accrue at the Accrual Rate, and (ii) payments made pursuant to section 2 shall first be treated as interest, up to the amount of interest so accrued, then shall be treated as principal, until Purchaser has received, as principal, the entire Principal Amount, and then shall be treated as interest.

  • Assignment of Interests Except as otherwise provided in this Agreement, no Member or other person holding any interest in the Company may assign, pledge, hypothecate, transfer or otherwise dispose of all or any part of their interest in the Company, including without limitation, the capital, profits or distributions of the Company without the prior written consent of the other Members in each instance. The Members agree that no Member may voluntarily withdraw from the Company without the unanimous vote or consent of the Members. A Member may assign all or any part of such Member’s interest in the allocations and distributions of the Company to any of the following (collectively the “permitted assignees”): any person, corporation, partnership or other entity as to which the Company has given consent to the assignment of such interest in the allocations and distributions of the Company by the affirmative vote or consent of Members holding a majority of the Members’ Percentage Interests. An assignment to a permitted assignee shall only entitle the permitted assignee to the allocations and distributions to which the assigned interest is entitled, unless such permitted assignee applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. An assignment, pledge, hypothecation, transfer or other disposition of all or any part of the interest of a Member in the Company or other person holding any interest in the Company in violation of the provisions hereof shall be null and void for all purposes. No assignment, transfer or other disposition of all or any part of the interest of any Member permitted under this Agreement shall be binding upon the Company unless and until a duly executed and acknowledged counterpart of such assignment or instrument of transfer, in form and substance satisfactory to the Company, has been delivered to the Company. No assignment or other disposition of any interest of any Member may be made if such assignment or disposition, alone or when combine with other transactions, would result in the termination of the Company within the meaning of Section 708 of the Internal Revenue Code or under any other relevant section of the Code or any successor statute. No assignment or other disposition of any interest of any Member may be made without an opinion of counsel satisfactory to the Company that such assignment or disposition is subject to an effective registration under, or exempt from the registration requirements of, the applicable Federal and State securities laws. No interest in the Company may be assigned or given to any person below the age of 21 years or to a person who has been adjudged to be insane or incompetent. Anything herein contained to the contrary, the Company shall be entitled to treat the record holder of the interest of a Member as the absolute owner thereof, and shall incur no liability by reason of distributions made in good faith to such record holder, unless and until there has been delivered to the Company the assignment or other instrument of transfer and such other evidence as may be reasonably required by the Company to establish to the satisfaction of the Company that an interest has been assigned or transferred in accordance with this Agreement. (Check One) ☐ - SINGLE-MEMBER: Ownership of Company Property. The Company’s assets shall be deemed owned by the Company as an entity, and the Member shall have no ownership interest in such assets or any portion thereof. Title to any or all such Company assets may be held in the name of the Company, one or more nominees or in “street name”, as the Member may determine. Except as limited by the Statutes, the Member may engage in other business ventures of any nature, including, without limitation by specification, the ownership of another business similar to that operated by the Company. The Company shall not have any right or interest in any such independent ventures or to the income and profits derived therefrom.

  • Payment of Interest The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period (and, if the Interest Period is longer than six Months, on the dates falling at six monthly intervals after the first day of the Interest Period).

  • Transfer of Interests The Member may sell, assign, pledge, encumber, dispose of or otherwise transfer all or any part of the economic or other rights that comprise its Interest. The transferee shall have the right to be substituted for the Member under this Agreement for the transferor if so determined by the Member. No Member may withdraw or resign as Member except as a result of a transfer pursuant to this Section 7 in which the transferee is substituted for the Member. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.

  • Pooling of Interests To its Knowledge, based on consultation with its independent accountants, neither the Company nor any of its directors, officers or affiliates has taken any action which would interfere with Parent's ability to account for the Merger as a pooling of interests.

  • Ownership of Interests The Interest Owners are the owners of all of the Interests, each owning the percentage set forth in Item 2(a) of Schedule 1, and have good and valid title thereto, with no restrictions on, or any agreements with respect to, voting rights or any other incidents of ownership thereof, except as set forth in the Company’s Organizational Documents. The Interests represent one hundred percent (100%) of the record and beneficial interests in the Company and all other right, title and interest in and to the equity of the Company. The Interest Owners have the absolute right to sell and transfer all of the Interests to Buyer free and clear of all Interest Liens. Each Interest Owner acquired its Interest in compliance with all applicable laws. On consummation of the Contemplated Transactions, in accordance with the terms hereof, Buyer will acquire good and marketable title to the Interests free and clear of all Interest Liens.

  • Assignment of Interest The lessee may not assign or sublet any interest held under this lease, including a security interest, without the prior written approval of the lessor. The lessor may approve such assignment or subletting if the lessor finds it to be in the best interest of the state. No such assignment or subletting will be effective until approved by the lessor in writing, and the assignee agrees to be subject to and governed by the provisions of this lease, any subsequent amendments to this lease, any additional stipulations, or reappraisal as deemed appropriate by the lessor, and all applicable laws, regulations, and ordinances in the same manner as the original lessee. No assignment or subletting of the leasehold, or any portion thereof, by the lessee will annul the lessee's obligation to pay the compensation required for the full term of this lease. Except as provided in this lease, no subdivision of the leasehold interest may occur without the prior written approval of the lessor.

  • Certificates and Transfer of Interests 9 Section 3.1 Initial Ownership 9 Section 3.2 The Certificates 9 Section 3.3 Authentication of Certificates 10 Section 3.4 Registration of Certificates; Transfer and Exchange of Certificates 10 Section 3.5 Mutilated, Destroyed, Lost or Stolen Certificates 12 Section 3.6 Persons Deemed Owners 13 Section 3.7 Access to List of Certificateholders’ Names and Addresses 13 Section 3.8 Maintenance of Office or Agency 14 Section 3.9 Appointment of Paying Agent 14

  • Placements Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify Cowen by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Cowen set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by Cowen unless and until (i) in accordance with the notice requirements set forth in Section 4, Cowen declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to Cowen in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Cowen will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to Cowen and Cowen does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

  • Joint Ownership of Interests A Partnership Interest may be acquired by two individuals as joint tenants with right of survivorship, provided that such individuals either are married or are related and share the same home as tenants in common. The written consent or vote of both owners of any such jointly held Partnership Interest shall be required to constitute the action of the owners of such Partnership Interest; provided, however, that the written consent of only one joint owner will be required if the Partnership has been provided with evidence satisfactory to the counsel for the Partnership that the actions of a single joint owner can bind both owners under the applicable laws of the state of residence of such joint owners. Upon the death of one owner of a Partnership Interest held in a joint tenancy with a right of survivorship, the Partnership Interest shall become owned solely by the survivor as a Limited Partner and not as an assignee. The Partnership need not recognize the death of one of the owners of a jointly-held Partnership Interest until it shall have received notice of such death. Upon notice to the General Partner from either owner, the General Partner shall cause the Partnership Interest to be divided into two equal Partnership Interests, which shall thereafter be owned separately by each of the former owners.

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