Common use of Suitability Clause in Contracts

Suitability. The Dealer Manager will offer Shares, and in its agreement with each Selected Dealer will require that the Selected Dealer offer Shares, only to persons that it has reasonable grounds to believe meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Company and will only make offers to persons in the states in which it is advised in writing by the Company that the Shares are qualified for sale or that such qualification is not required. In offering Shares, the Dealer Manager will comply, and in its agreements with the Selected Dealers, the Dealer Manager will require that the Selected Dealers comply, with the provisions of all applicable rules and regulations relating to suitability of investors, including without limitation the FINRA Rules and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as may be further revised and amended (the “NASAA Guidelines”). The Dealer Manager agrees that in recommending the purchase of the Shares in the Primary Offering to an investor, the Dealer Manager and each person associated with the Dealer Manager that make such recommendation shall have, and each Selected Dealer in its Selected Dealer Agreement shall agree with respect to investors to which it makes a recommendation shall agree that it shall have, reasonable grounds to believe, on the basis of information obtained from the investor concerning the investor’s investment objectives, other investments, financial situation and needs, and any other information known by the Dealer Manager, the person associated with the Dealer Manager or the Selected Dealer that:

Appears in 13 contracts

Samples: Dealer Manager Agreement (Carey Watermark Investors Inc), Dealer Manager Agreement (Corporate Property Associates 18 Global Inc), Dealer Manager Agreement (Corporate Property Associates 17 - Global INC)

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Suitability. The Dealer Manager will offer SharesUnits, and in its agreement with each Selected Soliciting Dealer will require that the Selected Soliciting Dealer offer SharesUnits, only to persons that it has reasonable grounds to believe meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Company and will only make offers to persons in the states in which it is advised in writing by the Company that the Shares Units are qualified for sale or that such qualification is not required. In offering SharesUnits, the Dealer Manager will comply, and in its agreements with the Selected Soliciting Dealers, the Dealer Manager will require that the Selected Soliciting Dealers comply, with the provisions of all applicable rules and regulations relating to suitability of investors, including without limitation the applicable FINRA Rules and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as may be further revised and amended (the “NASAA Guidelines”)Rules. The Dealer Manager agrees that in recommending the purchase of the Shares Units in the Primary Offering to an investor, the Dealer Manager and each person associated with the Dealer Manager that make such recommendation shall have, and each Selected Soliciting Dealer in its Selected Soliciting Dealer Agreement shall agree with respect to investors to which it makes a recommendation shall agree that it shall have, reasonable grounds to believe, on the basis of information obtained from the investor concerning the investor’s investment objectives, other investments, financial situation and needs, and any other information known by the Dealer Manager, the person associated with the Dealer Manager or the Selected Soliciting Dealer that:

Appears in 4 contracts

Samples: Dealer Manager Agreement (GWG Life, LLC), Dealer Manager Agreement (Investment Grade R.E. Income Fund, L.P.), Dealer Manager Agreement (GWG Holdings, Inc.)

Suitability. The Dealer Manager will offer Shares, and in its agreement with each Selected Broker-Dealer will require that the Selected Broker-Dealer offer Shares, only to persons that it has reasonable grounds to believe meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Company and will only make offers to persons in the states in which it is advised in writing by the Company that the Shares are qualified for sale or that such qualification is not required. In offering Shares, the Dealer Manager will comply, and in its agreements with the Selected Broker-Dealers, the Dealer Manager will require that the Selected Broker-Dealers comply, with the provisions of all applicable rules and regulations relating to suitability of investors, including without limitation the FINRA Rules and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts Omnibus Guidelines of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as may be further revised and amended (the “NASAA Guidelines”). The Dealer Manager agrees that in recommending the purchase of the Shares in the Primary Offering to an investor, the Dealer Manager and each person associated with the Dealer Manager that make such recommendation shall have, and each Selected Broker-Dealer in its Selected Broker-Dealer Agreement shall agree with respect to investors to which it makes a recommendation shall agree that it shall have, reasonable grounds to believe, on the basis of information obtained from the investor concerning the investor’s investment objectives, other investments, financial situation and needs, and any other information known by the Dealer Manager, the person associated with the Dealer Manager or the Selected Broker-Dealer that:

Appears in 2 contracts

Samples: Dealer Manager Agreement (Terra Income Fund 6, Inc.), Dealer Manager Agreement (Terra Income Fund 6, Inc.)

Suitability. The Dealer Manager will offer SharesPreferred Stock, and in its agreement with each Selected Soliciting Dealer will require that the Selected Soliciting Dealer offer SharesPreferred Stock, only to persons that it has reasonable grounds to believe meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Company and will only make offers to persons in the states in which it is advised in writing by the Company that the Shares are Preferred Stock is qualified for sale or that such qualification is not required. In offering SharesPreferred Stock, the Dealer Manager will comply, and in its agreements with the Selected Soliciting Dealers, the Dealer Manager will require that the Selected Soliciting Dealers comply, with the provisions of all applicable rules and regulations relating to suitability of investors, including without limitation the applicable FINRA Rules and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as may be further revised and amended (the “NASAA Guidelines”)Rules. The Dealer Manager agrees that in recommending the purchase of the Shares Preferred Stock in the Primary Offering to an investor, the Dealer Manager and each person associated with the Dealer Manager that make makes such recommendation shall have, and each Selected Soliciting Dealer in its Selected Dealer Financial Intermediary Agreement shall agree with respect to investors to which whom it makes a recommendation shall agree that it shall have, reasonable grounds to believe, on the basis of information obtained from the investor concerning the investor’s investment objectives, other investments, financial situation and needs, and any other information known by the Dealer Manager, the person associated with the Dealer Manager or the Selected Soliciting Dealer that:

Appears in 2 contracts

Samples: Dealer Manager Agreement (Prospect Capital Corp), Dealer Manager Agreement (Prospect Capital Corp)

Suitability. The Dealer Manager will offer Shares, and in its agreement with each Selected Broker-Dealer will require that the Selected Broker-Dealer offer Shares, only to persons that it has reasonable grounds to believe meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Company and will only make offers to persons in the states in which it is advised in writing by the Company that the Shares are qualified for sale or that such qualification is not required. In offering Shares, the Dealer Manager will comply, and in its agreements with the Selected Broker-Dealers, the Dealer Manager will require that the Selected Broker-Dealers comply, with the provisions of all applicable rules and regulations relating to suitability of investors, including without limitation the FINRA Rules and the provisions of [Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts Omnibus Guidelines of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as may be further revised and amended (the “NASAA Guidelines”). .] The Dealer Manager agrees that in recommending the purchase of the Shares in the Primary Offering to an investor, the Dealer Manager and each person associated with the Dealer Manager that make such recommendation shall have, and each Selected Broker-Dealer in its Selected Broker-Dealer Agreement shall agree with respect to investors to which it makes a recommendation shall agree that it shall have, reasonable grounds to believe, on the basis of information obtained from the investor concerning the investor’s investment objectives, other investments, financial situation and needs, and any other information known by the Dealer Manager, the person associated with the Dealer Manager or the Selected Broker-Dealer that:

Appears in 2 contracts

Samples: Form of Dealer Manager Agreement (Terra Income Fund 6, Inc.), Form of Dealer Manager Agreement (Terra Income Fund 6, Inc.)

Suitability. The Dealer Manager will offer Shares, and in its agreement with each Selected Participating Broker-Dealer will require that the Selected Participating Broker-Dealer offer Shares, only to persons that it has reasonable grounds to believe meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Company and will only make offers to persons in the states in which it is advised in writing by the Company that the Shares are qualified for sale or that such qualification is not required. In offering Shares, the Dealer Manager will comply, and in its agreements with the Selected Participating Broker-Dealers, the Dealer Manager will require that the Selected Participating Broker-Dealers comply, with the provisions of all applicable rules and regulations relating to suitability of investors, including without limitation the FINRA Rules and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as may be further revised and amended (the “NASAA Guidelines”). The Dealer Manager agrees that in recommending the purchase of the Shares in the Primary Offering to an investor, the Dealer Manager and each person associated with the Dealer Manager that make such recommendation shall have, and each Selected Participating Broker-Dealer in its Selected Participating Broker-Dealer Agreement shall agree with respect to investors to which it makes a recommendation shall agree that it shall have, reasonable grounds to believe, on the basis of information obtained from the investor concerning the investor’s investment objectives, other investments, financial situation and needs, and any other information known by the Dealer Manager, the person associated with the Dealer Manager or the Selected Participating Broker-Dealer that:

Appears in 2 contracts

Samples: Form of Dealer Manager Agreement (Terra Fixed Income Trust, Inc.), Dealer Manager Agreement (Terra Secured Income Trust, Inc.)

Suitability. The Dealer Manager will offer SharesPreferred Stock, and in its agreement with each Selected Soliciting Dealer will require that the Selected Soliciting Dealer offer SharesPreferred Stock, only to persons that it has reasonable grounds to believe meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Company and will only make offers to persons in the states in which it is advised in writing by the Company that the Shares Preferred Stock are qualified for sale or that such qualification is not required. In offering SharesPreferred Stock, the Dealer Manager will comply, and in its agreements with the Selected Soliciting Dealers, the Dealer Manager will require that the Selected Soliciting Dealers comply, with the provisions of all applicable rules and regulations relating to suitability of investors, including without limitation the applicable FINRA Rules and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as may be further revised and amended (the “NASAA Guidelines”)Rules. The Dealer Manager agrees that in recommending the purchase of the Shares Preferred Stock in the Primary Offering to an investor, the Dealer Manager and each person associated with the Dealer Manager that make makes such recommendation shall have, and each Selected Soliciting Dealer in its Selected Soliciting Dealer Agreement shall agree with respect to investors to which whom it makes a recommendation shall agree that it shall have, reasonable grounds to believe, on the basis of information obtained from the investor concerning the investor’s investment objectives, other investments, financial situation and needs, and any other information known by the Dealer Manager, the person associated with the Dealer Manager or the Selected Soliciting Dealer that:

Appears in 1 contract

Samples: Dealer Manager Agreement (Preferred Apartment Communities Inc)

Suitability. The Dealer Manager will offer SharesUnits, and in its agreement with each Selected Soliciting Dealer will require that the Selected Soliciting Dealer offer SharesUnits, only to persons that it has reasonable grounds to believe meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Company and will only make offers to persons in the states in which it is advised in writing by the Company that the Shares Units are qualified for sale or that such qualification is not required. In offering SharesUnits, the Dealer Manager will comply, and in its agreements with the Selected Soliciting Dealers, the Dealer Manager will require that the Selected Soliciting Dealers comply, with the provisions of all applicable rules and regulations relating to suitability of investors, including without limitation the applicable FINRA Rules and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as may be further revised and amended (the “NASAA Guidelines”)Rules. The Dealer Manager agrees that in recommending the purchase of the Shares in the Primary Offering to an investor, the Dealer Manager and each person associated with the Dealer Manager that make such recommendation shall have, and each Selected Soliciting Dealer in its Selected Soliciting Dealer Agreement shall agree with respect to investors to which it makes a recommendation shall agree that it shall have, reasonable grounds to believe, on the basis of information obtained from the investor concerning the investor’s investment objectives, other investments, financial situation and needs, and any other information known by the Dealer Manager, the person associated with the Dealer Manager or the Selected Soliciting Dealer that:

Appears in 1 contract

Samples: Dealer Manager Agreement (Preferred Apartment Communities Inc)

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Suitability. The Dealer Manager will offer SharesShares of CCIF 2015 T and each additional Feeder Fund in which Shares are then being offered, and in its agreement with each Selected Dealer it will require that the Selected Dealer offer such Shares, only to persons that it has they have reasonable grounds to believe meet the financial qualifications set forth in the Prospectus of the Feeder Fund or in any suitability letter or memorandum sent to it by the Company Feeder Fund and will only make offers to persons in the states in which it is advised in writing by the Company Feeder Fund or its counsel that the Shares are qualified for sale or that such qualification is not required. In offering SharesShares of CCIF 2015 T and each additional Feeder Fund, the Dealer Manager will comply, and in its agreements with the Selected Dealers, the Dealer Manager will require that the Selected Dealers comply, with the provisions of all applicable rules and regulations relating to suitability of investors, including without limitation the FINRA Rules and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts Omnibus Guidelines of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as guidelines for BDCs may be further revised and amended (the “NASAA Guidelines”). The Dealer Manager agrees that in recommending the purchase of the Shares in the Primary Offering primary offering of CCIF 2015 T and each additional Feeder Fund to an investor, the Dealer Manager and each person associated with the Dealer Manager that make makes such recommendation shall have, and each Selected Dealer in its Selected Dealer Agreement shall agree with respect to investors to which it makes a recommendation shall agree that it shall have, reasonable grounds to believe, on the basis of information obtained from the investor concerning the investor’s investment objectives, other investments, financial situation and needs, and any other information known by the Dealer Manager, the person associated with the Dealer Manager or the Selected Dealer that:

Appears in 1 contract

Samples: Dealer Manager Agreement (Carey Credit Income Fund 2015 T)

Suitability. The Dealer Manager will offer SharesShares of CCIF 2016 T and each additional Feeder Fund in which Shares are then being offered, and in its agreement with each Selected Dealer it will require that the Selected Dealer offer such Shares, only to persons that it has they have reasonable grounds to believe meet the financial qualifications set forth in the Prospectus of the Feeder Fund or in any suitability letter or memorandum sent to it by the Company Feeder Fund and will only make offers to persons in the states in which it is advised in writing by the Company Feeder Fund or its counsel that the Shares are qualified for sale or that such qualification is not required. In offering SharesShares of CCIF 2016 T and each additional Feeder Fund, the Dealer Manager will comply, and in its agreements with the Selected Dealers, the Dealer Manager will require that the Selected Dealers comply, with the provisions of all applicable rules and regulations relating to suitability of investors, including without limitation the FINRA Rules and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts Omnibus Guidelines of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as guidelines for BDCs may be further revised and amended (the “NASAA Guidelines”). The Dealer Manager agrees that in recommending the purchase of the Shares in the Primary Offering primary offering of CCIF 2016 T and each additional Feeder Fund to an investor, the Dealer Manager and each person associated with the Dealer Manager that make makes such recommendation shall have, and each Selected Dealer in its Selected Dealer Agreement shall agree with respect to investors to which it makes a recommendation shall agree that it shall have, reasonable grounds to believe, on the basis of information obtained from the investor concerning the investor’s investment objectives, other investments, financial situation and needs, and any other information known by the Dealer Manager, the person associated with the Dealer Manager or the Selected Dealer that:

Appears in 1 contract

Samples: Dealer Manager Agreement (Carey Credit Income Fund 2016 T)

Suitability. The Dealer Manager will offer SharesShares of each Feeder Fund in which Shares are then being offered, and in its agreement with each Selected Dealer it will require that the Selected Dealer offer such Shares, only to persons that it has they have reasonable grounds to believe meet the financial qualifications set forth in the Prospectus of the Feeder Fund or in any suitability letter or memorandum sent to it by the Company Feeder Fund and will only make offers to persons in the states in which it is advised in writing by the Company Feeder Fund or its counsel that the Shares are qualified for sale or that such qualification is not required. In offering SharesShares of each Feeder Fund, the Dealer Manager will comply, and in its agreements with the Selected Dealers, the Dealer Manager will require that the Selected Dealers comply, with the provisions of all applicable rules and regulations relating to suitability of investors, including without limitation the FINRA Rules and the Suitability provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts Omnibus Guidelines of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as guidelines for BDCs may be further revised and amended (the “NASAA Guidelines”). The Dealer Manager agrees that in recommending the purchase of the Shares in the Primary Offering primary offering of each Feeder Fund to an investor, the Dealer Manager and each person associated with the Dealer Manager that make makes such recommendation shall have, and each Selected Dealer in its Selected Dealer Agreement shall agree with respect to investors to which it makes a recommendation shall agree that it shall have, reasonable grounds to believe, on the basis of information obtained from the investor concerning the investor’s investment objectives, other investments, financial situation and needs, and any other information known by the Dealer Manager, the person associated with the Dealer Manager or the Selected Dealer that:

Appears in 1 contract

Samples: Dealer Manager Agreement (Carey Credit Income Fund 2016 T)

Suitability. The Dealer Manager will offer Shares, and in its agreement with each Selected Soliciting Dealer will require that the Selected Soliciting Dealer offer Shares, only to persons that it has reasonable grounds to believe meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Company and will only make offers to persons in the states in which it is advised in writing by the Company that the Shares are qualified for sale or that such qualification is not required. In offering Shares, the Dealer Manager will comply, and in its agreements with the Selected Soliciting Dealers, the Dealer Manager will require that the Selected Soliciting Dealers comply, with the provisions of all applicable rules and regulations relating to suitability of investors, including without limitation the applicable FINRA Rules and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as may be further revised and amended (the “NASAA Guidelines”)Rules. The Dealer Manager agrees that in recommending the purchase of the Shares in the Primary Offering to an investor, the Dealer Manager and each person associated with the Dealer Manager that make such recommendation shall have, and each Selected Soliciting Dealer in its Selected Soliciting Dealer Agreement shall agree with respect to investors to which it makes a recommendation shall agree that it shall have, reasonable grounds to believe, on the basis of information obtained from the investor concerning the investor’s investment objectives, other investments, financial situation and needs, and any other information known by the Dealer Manager, the person associated with the Dealer Manager or the Selected Soliciting Dealer that:

Appears in 1 contract

Samples: Dealer Manager Agreement (GWG Holdings, Inc.)

Suitability. The Dealer Manager will offer Sharessolicit Consents, and in its agreement with each Selected Dealer Participating Broker will require that the Selected Dealer offer SharesParticipating Broker soliciting Consents, only to persons that it has reasonable grounds to believe meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Company and will only make offers to persons in the states in which it is advised in writing by the Company that the Shares Exchangeable Redeemable Preferred Stock are qualified for sale or that such qualification is not required. In offering Sharessoliciting Consents, the Dealer Manager will comply, and in its agreements with the Selected DealersParticipating Brokers, the Dealer Manager will require that the Selected Dealers Participating Brokers comply, with the provisions of all applicable rules and regulations relating to suitability of investors, including without limitation the applicable FINRA Rules and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as may be further revised and amended (the “NASAA Guidelines”)Rules. The Dealer Manager agrees that in recommending to the purchase of extent it recommends the Shares in the Primary Offering Consent Solicitation to an investor, the Dealer Manager and each person associated with the Dealer Manager that make such recommendation shall have, and each Selected Dealer Participating Broker in its Selected Dealer Participating Broker Compensation Agreement shall agree with respect to any investors to which it makes a recommendation shall agree that it shall have, reasonable grounds to believe, on the basis of information obtained from the investor concerning the investor’s investment objectives, other investments, financial situation and needs, and any other information known by the Dealer Manager, the person associated with the Dealer Manager or the Selected Dealer Participating Broker that:

Appears in 1 contract

Samples: Dealer Manager Agreement (GWG Holdings, Inc.)

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