THE SELLING AGREEMENT Sample Clauses

THE SELLING AGREEMENT. The Selling Agreement is hereby amended to --------------------- reflect the registration and public offering of an additional 2,000,000 Units and the elimination of the use of an escrow account. As the Partnership is an operating entity, there is no minimum number of new Units which must be sold as of the beginning of any calendar month during the Second Offering for Units then to be sold, and -- as provided in the Selling Agreement in the case of the ongoing offering of the Units following the initial Closing Date during the First Offering -- subscriptions are debited directly from investors' Xxxxxxx Xxxxx Customer Securities Accounts as of each month-end settlement date directly into the Partnership's account without being previously collected into an escrow account. The initial Closing of the Second Offering shall be subject to the same closing conditions as was the initial Closing of the First Offering, adjusted, as relevant, to reflect the existence of the Company as opposed to the Joint Venture. In respect of the amendment and extension of the Selling Agreement, the Selling Agent agrees that it shall, for all liability and indemnification provisions and for all other purposes under the Selling Agreement, look only to the Partnership and its assets, and not to any other assets of the Company to satisfy any obligation of the Partnership under the Selling Agreement, irrespective of the fact that the Company is, for purposes of the Securities Act, a "co-issuer" with the Partnership. In all other respects, the terms of the Selling Agreement are restated in their entirety; provided, that the Company as "co-issuer" with the Partnership is herewith made a signatory of the Selling Agreement (the Company's obligations thereunder to be limited to the Partnership's capital account in the Company, as provided in the preceding paragraph).
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THE SELLING AGREEMENT. The Selling Agreement is hereby amended to reflect the registration and public offering of an additional 960,000 Units in the Third Offering. As the Partnership is an operating entity, there is no minimum number of new Units which must be sold as of the beginning of any calendar month during the Third Offering for subscription then to be accepted, and -- as provided in the Selling Agreement in the case of the ongoing offering of the Units following the initial Closing Date during the First Offering and the Second Offering -- subscriptions are debited directly from investors' Xxxxxxx Xxxxx Customer Securities Accounts as of each month-end settlement date directly into the Partnership's account without being previously collected into an escrow account. The initial Closing of the Third Offering shall be subject to the same closing conditions as was the initial Closing of each of the First Offering and the Second Offering as stated in Section 8 of the Selling Agreement. In all other respects, the terms of the Selling Agreement are restated in their entirety and shall apply to the Third Offering.
THE SELLING AGREEMENT. The Selling Agreement is hereby amended to reflect the registration and public offering of an additional 4,460,000 Units in the Sixth Offering. As the Partnership is an operating entity, there is no minimum number of new Units which must be sold as of the beginning of any calendar month during the Sixth Offering for subscription, then to be accepted, and -- as provided in the Selling Agreement in the case of the ongoing offering of the Units following the initial Closing Date during the First Offering, the Second Offering, the Third Offering, the Fourth Offering and the Fifth Offering -- subscriptions are debited directly from investors' Merrill Lynch Customer Securities Accounts as of each month-end xxxxxxmxxx xate directly into the Partnership's account without being previously collected into an escrow account. The initial Closing of the Sixth Offering shall be subject to the same closing conditions as was the initial Closing of each of the First Offering, the Second Offering, the Third Offering, the Fourth Offering and the Fifth Offering, as stated in Section 8 of the Selling Agreement. MLAI pays selling commissions of 3% of the subscription price of Units and trailing commissions (2% per Unit annually of the average month-end Net Asset Value per Unit, beginning in the thirteenth month after a Unit is sold) to Merrill Lynch, Pierce, Fenner & Smith Incorporated for distribuxxxx xxe Units. XLAI xxxxides ongoing production credits on Units which remain outstanding for more than twelve months. Ongoing production credits paid on Units sold by Financial Advisors registered with the CFTC and who have passed either the Series 3 National Commodity Futures Examination or the Series 31 Managed Futures Funds Examination equal 2% per annum of the average month-end Net Asset Value per Unit, beginning in the thirteenth month after sale. In the case of Units sold by Financial Advisors who are not CFTC registered and Series 3 or 31 qualified, ongoing compensation will be paid equal to 2% per annum of the average month-end Net Asset Value per Unit, beginning in the thirteenth month after sale but (when added to the 3% initial selling commissions paid on Units) is limited to 10% of the initial sale price of the Units pursuant to NASD Rule 2810. The maximum aggregate amount of such compensation with respect to the maximum offering proceeds is estimated at $78,664,159, or 6.5% of the proceeds. MLAI will no longer advance expenses incident to the performance of obligations o...

Related to THE SELLING AGREEMENT

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

  • Controlling Agreement To the extent the terms of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) directly conflicts with a provision in the Merger Agreement, the terms of this Agreement shall control.

  • Sale Agreement The Sale Agreement is the only agreement pursuant to which the Seller purchases Collateral.

  • Co-Sale Agreement The Co-Sale Agreement shall have been executed and delivered by the parties thereto.

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.

  • Transfer Agreement Exhibit B, Transfer Agreement, between the Bureau, CONTRACTOR, and the Florida Department of Corrections (the FDC) which establishes guidelines for transfer of inmates between the Bay Correctional Facility and facilities operated by the FDC.

  • The Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • The Sales Agreement This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

  • Dealer Manager Agreement By Dealer’s acceptance of this Agreement, Dealer will become one of the “Participating Dealers” referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the Dealer Manager Agreement, including, but not limited to, Section 8.4 of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicit, as an independent contractor and not as the agent of the Dealer Manager or of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering. Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, or the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by the Company and all appropriate regulatory agencies (“Supplemental Information”).

  • Authorization of Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

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