Appointment as Dealer Manager Sample Clauses

Appointment as Dealer Manager. On the basis of the representations, warranties and covenants contained in this Agreement, but subject to the terms and conditions set forth herein:
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Appointment as Dealer Manager. We hereby authorize you to act as the Dealer-Manager during the Offering Period and, on a “best efforts” (and not “firm commitment”) basis only, to offer Interests directly, and to enter into Selling Dealer Agreements on behalf of the Partnership authorizing each such Selling Dealer to offer, to potential investors which (a) satisfy the investor suitability standards (i) as set forth in the Prospectus, (ii) as provided under applicable State laws and (iii) as provided in the rules of FINRA and (b) are acceptable to the Partnership (the “Eligible Investors”). As Dealer-Manager, you agree to act as an independent contractor and not as our agent or as agent for the Partnership in connection with your solicitation of subscriptions for Interests and will be responsible for assuring that each investor satisfies all such suitability requirements. You hereby agree that you will not make representations or give information which is not (x) contained in the Prospectus or in supplemental sales literature specifically authorized for use in the manner described in Section 5 of this Agreement or (y) consistent with the representations and information contained therein.
Appointment as Dealer Manager. The Company hereby engages and appoints UBS Securities LLC (“UBS” or “you”) as exclusive dealer manager (the “Dealer Manager”) and authorizes you to act as such in connection with the Exchange Offer, and you hereby agree to act as a Dealer Manager, on the terms and conditions set forth herein. On the basis of the representations, warranties, agreements and covenants of the Company in, and subject to the terms and conditions of this Agreement, you agree, as a Dealer Manager, in accordance with your customary practice, to use your commercially reasonable efforts to solicit exchanges of Securities in the Exchange Offer and perform such other services in connection with the Exchange Offer as are customarily performed by investment banks of international standing acting in such roles in connection with exchange offers of like nature, including, but not limited to, assisting the Company with respect to the timing, pricing and structure of the Exchange Offer, assisting the Company in the preparation of the Exchange Offer Materials (as defined below), identifying and contacting the holders of the Securities with respect to the Exchange Offer and participating in negotiations with such holders of the Securities and communicating generally regarding the Exchange Offer with brokers, dealers, commercial banks and trust companies and other nominees or holders of the Securities. Your duties or responsibilities, as Dealer Manager, will not include: (i) providing tax, legal, regulatory, accountancy or other specialist or technical advice or services, (ii) providing general financial or strategic advice, or (iii) assuming any responsibility for the verification of the information in the Exchange Offer Materials or any ancillary documents. In soliciting exchanges of Securities and generally in connection with the Exchange Offer, you, as Dealer Manager, are acting as an independent contractor and shall not be deemed to be acting as an agent of the Company, and the Company shall not be deemed to act as your agent, and no broker, dealer, commercial bank or trust company shall be deemed to be acting as your agent or as agent of the Company. You shall have no obligation to purchase any Securities in connection with the Exchange Offer. In addition, you shall not be deemed for any purpose to act as a partner or joint venturer of or a member of a syndicate or group with the Company or any of its respective affiliates in connection with the Exchange Offer or otherwise. Your obligati...
Appointment as Dealer Manager. The Company hereby appoints Macquarie Capital (USA) Inc. (“MCUSA”) as sole dealer-manager in connection with the Offers (in such capacity, the “Dealer-Manager”), and the Company hereby authorizes MCUSA to act as such in connection with the Offers. On the basis of the representations and warranties and agreements of the Company contained in this Agreement and subject to and in accordance with the terms and conditions hereof, MCUSA agrees in accordance with its customary practice to use its commercially reasonable efforts to solicit tenders of Existing Convertible Notes pursuant to the Offers, and to communicate with brokers, dealers, banks, trust companies, nominees and other persons with respect to the Offers.
Appointment as Dealer Manager. The Company hereby appoints you as Dealer Manager (the “Dealer Manager”) and authorizes you to act as such in connection with the Exchange Offers. On the basis of the representations, warranties and covenants of the Company contained herein, you agree, in accordance with customary practice, to perform those services in connection with the Exchange Offers as are customarily performed by investment banks in connection with exchange offers of a like nature, including, but not limited to, using reasonable best efforts to solicit tenders of Existing Notes pursuant to the Exchange Offers and communicating generally regarding the Exchange Offers with brokers, dealers, commercial banks and trust companies and other holders of Existing Notes. In such capacity, you shall act as an independent contractor, and each of your duties arising out of your engagement pursuant to this Agreement shall be owed solely to the Company. The Company further authorizes you to communicate with Deutsche Bank Trust Company Americas, in its capacity as depositary (the “Depositary”), and with Xxxxxx & Co., Inc., in its capacity as information agent (the “Information Agent”), with respect to matters relating to the Exchange Offers. The Company has instructed the Depositary to advise you at least every three business days for the first 12 business days after the commencement of the Exchange Offers and at least daily thereafter as to the principal amount of Existing 3.375% Notes and the principal amount of Existing 5.0% Notes which have been tendered pursuant to the applicable Exchange Offer and as to such other matters in connection with the applicable Exchange Offer as you may request.
Appointment as Dealer Manager. (a) The Company and the Guarantor agree that you will act as the exclusive dealer manager for the Exchange Offer (the “Dealer Manager”) in accordance with your customary practices, including without limitation the solicitation of tenders pursuant to the Exchange Offer and assisting in the distribution of the Offering Documents.
Appointment as Dealer Manager. The Republic hereby appoints you as exclusive Dealer Manager in connection with the Offer, and authorizes you to act as such on its behalf, in accordance with this Agreement and the Offer, including pursuant to your obligations as Dealer Manager as set forth in this Section 2. Subject to the terms of this Agreement and the Offer Materials, you agree to (a) use your best efforts to solicit tenders of Eligible Bonds pursuant to the Offer (the “Tenders”), (b) communicate with brokers, dealers, commercial banks and trust companies with respect to the Offer and (c) perform the duties assigned to you in the Offer Materials including soliciting consents from holders of the Eligible Bonds to certain amendments (the “Exit Amendments”) to the instruments pursuant to which the Eligible Bonds were issued. The Exit Amendments shall be effected by amendment instruments (the “Amendment Instruments”) to be entered into between the Republic and the fiscal agent or trustee for each Eligible Bond.
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Appointment as Dealer Manager. Education Funding Capital I, LLC, a Delaware limited liability company (the "Depositor"), and the Trust hereby appoint you as exclusive Dealer Manager, and authorizes you to act as such, in connection with the Exchange Offers. As Dealer Manager, you agree, in accordance with your customary practice, to perform those services in connection with the Exchange Offers as are customarily performed by investment banking firms in connection with exchange offers of like nature, including, but not limited to, (i) providing certain advice to the Depositor and the Trust regarding the terms and timing of the Exchange Offers, (ii) using your best efforts to solicit tenders of Original Notes pursuant to the Exchange Offers and to communicate with other brokers, dealers, commercial banks and trust companies (individually, a "Dealer" and collectively, "Dealers"), and (iii) mailing of the Prospectus, the related Letters of Transmittal and other related documents to the holders of Original Notes ("Holders"). If you and the Depositor and the Trust mutually agree that you will provide any other services to the Trust, including financial advisory or investment banking services, you and the Depositor and the Trust shall either amend the terms of this Agreement or enter into a separate agreement covering the terms and arrangements of such additional engagement.
Appointment as Dealer Manager. The Company hereby appoints you as Dealer Manager (the "Dealer Manager") and authorizes you to act as such in connection with the Exchange Offer. On the basis of the representations, warranties and covenants of the Company contained herein, you agree, in accordance with your customary practice, to perform those services in connection with the Exchange Offer as are customarily performed by investment banks in connection with exchange offers of a like nature, including, but not limited to, using reasonable efforts to solicit tenders of Existing Securities pursuant to the Exchange Offer and communicating generally regarding the Exchange Offer with brokers, dealers, commercial banks and trust companies and other holders of Existing Securities. In such capacity, you shall act as an independent contractor, and each of your duties arising out of your engagement pursuant to this Agreement shall be owed solely to the Company. The Company further authorizes you to communicate with The Depository Trust Company, in its capacity as depositary (the "Depositary"), with Union Bank of California, N.A., in its capacity as exchange agent (the "Exchange Agent") and with The Xxxxxx Group, Inc., in its capacity as information agent (the "Information Agent"), with respect to matters relating to the Exchange Offer. The Company has instructed the Depositary to advise you at least daily as to the number of Existing Securities which have been tendered pursuant to the Exchange Offer and as to such other matters in connection with the Exchange Offer as you may request.
Appointment as Dealer Manager. The Company hereby appoints Source Capital Group, Inc. (“Source”) as sole dealer manager in connection with the Exchange Offer (in such capacity, the “Dealer Manager”), and the Company hereby authorizes Source to act as such in connection with the Exchange Offer. On the basis of the representations and warranties and agreements of the Company contained in this Agreement and subject to and in accordance with the terms and conditions hereof, Source agrees in accordance with its customary practice to use its commercially reasonable efforts to solicit tenders of Existing Units pursuant to the Exchange Offer, and to communicate with brokers, dealers, banks, trust companies, nominees and other persons with respect to the Exchange Offer.
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