Not a Separate Entity Sample Clauses

The "Not a Separate Entity" clause clarifies that a particular group, committee, or body referenced in the agreement does not have its own legal identity distinct from the parties involved. In practice, this means that any actions, decisions, or obligations attributed to this group are ultimately the responsibility of the parties themselves, rather than a new or independent legal entity. This clause helps prevent confusion or unintended legal consequences by ensuring that no separate legal rights or liabilities are created beyond those of the original contracting parties.
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Not a Separate Entity. Nothing contained herein shall constitute you and/or the Soliciting Dealers or any of them an association, partnership, limited liability company, unincorporated business or other separate entity.
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Not a Separate Entity. Nothing contained herein shall constitute the Dealer Manager and Participating Brokers, or any of them, as an association, partnership, unincorporated business or other separate entity.
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Not a Separate Entity. Nothing herein contained shall constitute you, Inland Securities Corporation, the other Soliciting Dealers or any of them as an association, partnership, limited liability company, unincorporated business or other separate entity. If the foregoing is in accordance with your understanding and agreement, please sign and return the attached duplicate of this Agreement. Your indicated acceptance thereof shall constitute a binding agreement between you and us. Very truly yours, INLAND SECURITIES CORPORATION By: Title: Date: We confirm our agreement to act as a Soliciting Dealer pursuant to all the terms and conditions of the above Soliciting Dealer Agreement. We hereby represent that we will comply with the applicable requirements of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder, and applicable blue sky or other state securities laws including the rules and regulations thereunder. We confirm that we are a member in good standing of FINRA and represent that we will comply with the rules and regulations promulgated by FINRA. Dated: Name of Soliciting Dealer: CRD Number: Federal Employer Identification Number: ¨ Check this box if electing to sell Class A Shares. ¨ Check this box if electing to sell Class T Shares. By: Authorized Signature Please print Name and Title Kindly have checks representing commissions forwarded as follows (if different than above): (Please type or print) Name of Firm: Address Street: City State and ZIP Code (Area Code) Telephone No. Attention: THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this day of , 201 by and among Inland Residential Properties Trust, Inc., a Maryland corporation (the “Company”), Inland Securities Corporation, a Delaware corporation (the “Dealer Manager”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).
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Not a Separate Entity. Nothing contained herein shall constitute you and/or the Soliciting Dealers or any of them an association, partnership, limited liability company, unincorporated business or other separate entity. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return it to us, whereupon this instrument will become a binding agreement between you and the Company in accordance with its terms. Inland Western Retail Real Estate Trust, Inc., a Maryland corporation By: ------------------------------------------- Title: Chairman ---------------------------------------- Accepted as of the date first above written: Inland Securities Corporation By: ----------------------------- Title: President -------------------------- EXHIBIT A TO DEALER MANAGER AGREEMENT INLAND WESTERN RETAIL REAL ESTATE TRUST, INC. FORM OF SOLICITING DEALERS AGREEMENT Ladies and Gentlemen: We have entered into an agreement (the "Dealer Manager Agreement") which is a part hereof and attached hereto, with Inland Western Retail Real Estate Trust, Inc., a Maryland corporation (the "Company"), under which we have agreed to use our best efforts to solicit subscriptions for the shares of common stock (the "Shares") in the Company. The Company is offering to the public an aggregate maximum of up to 250,000,000 Shares at a price of $10.00 per Share on a "best efforts" basis and up to 20,000,000 Shares issued pursuant to the Company's distribution reinvestment program at a price of $9.50 per Share (the "Offering"). In connection with the performance of our obligations under Section 2 of the Dealer Manager Agreement, we are authorized to retain the services of securities dealers who are members of the National Association of Securities Dealers, Inc. (the "Soliciting Dealers") to solicit subscriptions. You are hereby invited to become a Soliciting Dealer and, as such, to use your best efforts to solicit subscribers for Shares, in accordance with the following terms and conditions: 1. A registration statement (the "Registration Statement") with respect to the 270,000,000 Shares has been filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), and has become effective. The 270,000,000 Shares and the Offering are more particularly described in the enclosed prospectus (the "Prospectus") which is part of the Registration Statement. Additional copies of the Prospectus wil...
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Not a Separate Entity. Nothing herein contained shall constitute you, Inland Securities Corporation, the other Soliciting Dealers or any of them as an association, partnership, limited liability company, unincorporated business or other separate entity.
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Not a Separate Entity. Nothing herein contained shall constitute the undersigned, you, the other Soliciting Dealers or any of them as an association, partnership, limited liability company, unincorporated business or other separate entity. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return this Agreement to us, whereupon this instrument will become a binding agreement between you and us in accordance with its terms. Very truly yours, ▇▇▇▇▇▇ INTERNATIONAL RAW MATERIALS FUND, L.P. By: ▇▇▇▇▇▇▇ Management Company, L.L.C. Its: General Partner By: ---------------------------- ____________, 2000 A Managing Member We confirm our agreement to act as a Soliciting Dealer pursuant to all the terms and conditions of the above Soliciting Dealer Agreement. We hereby represent that we will comply with the applicable requirements of the Act and the Exchange Act and the published Rules and Regulations of the Commission under the Act and the Exchange Act, all applicable blue sky or other state securities laws, and all applicable rules and regulations of the CFTC and the NFA. We confirm that we are a member in good standing of the NASD. We hereby represent that we will comply with the Rules of the NASD and all rules and regulations promulgated by the NASD. Dated: ____________, 2000 ----------------------------------------------- Name of Soliciting Dealer ----------------------------------------------- Federal Identification Number By: ------------------------------------------ Authorized Signature Kindly have checks representing commissions forwarded as follows (if different than above): (Please type or print) Name of Firm: ------------------------------------------------------ Address: ------------------------------------------------------ Street ------------------------------------------------------ City ------------------------------------------------------ State and Zip Code ------------------------------------------------------ (Area Code) Telephone No.
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Not a Separate Entity. Nothing contained herein shall constitute the Dealer Manager and Participating Brokers, or any of them, as an association, partnership, unincorporated business or other separate entity. Please confirm your agreement to become Dealer Manager under the terms and conditions herein set forth by signing and returning the enclosed duplicate copy of this Agreement at once to the Company at the address specified in Section 11 above. Very truly yours, a Maryland corporation By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President AGREED AND ACCEPTED: a California corporation By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President Dated: , 2009 Ladies and Gentlemen: Cornerstone Core Properties REIT, Inc., a Maryland corporation (the “Company”), is registering for public sale a maximum of 77,350,000 shares of its common stock, $0.001 par value per share, (the “Shares”), to be issued and sold for an aggregate maximum purchase price of $610,360,000 (56,250,000 Shares to be offered to the public in a primary offering with an aggregate maximum purchase price of $450,000,000 (the “Primary Offering”) and 21,100,000 Shares to be offered pursuant to the Company’s distribution reinvestment plan with an aggregate maximum purchase price of $160,360,000 (“DRP”)). The Shares are to be sold to selected persons or entities acceptable to the Company, upon the terms and subject to the conditions set forth in the enclosed Prospectus. Pacific Cornerstone Capital, Incorporated, a California corporation (the “Dealer Manager”), has entered into a dealer manager agreement (“Dealer Manager Agreement”) with the Company pursuant to which it has agreed to act as dealer manager in connection with the offer and sale of the Shares. The Dealer Manager has agreed to use commercially reasonable efforts to find purchasers of Shares both directly and indirectly through a selling group consisting of participating brokers (“Participating Brokers”). The Dealer Manager hereby invites you to become a Participating Broker in connection with the offer and sale of the Shares. By your acceptance hereof, you agree to act in such capacity and to use your best efforts to find purchasers for the Shares in accordance with the terms of the Prospectus and this Agreement. Accompanying this Agreement is a copy of the Prospectus. We may also provide you with written, audio or audio-visual material, including an investment ▇▇▇▇▇▇▇, ▇▇▇▇▇ tape, video tape and internet site prepared by the Company for use in conjunction with the offer and sale of the Shares (“Supplementa...
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Not a Separate Entity. Nothing contained herein is intended to cause the Seller, the Placement Agent and any one or more of the Soliciting Dealers or any of them to be acting together as an association, partnership, limited liability company, unincorporated business or other separate entity.
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Not a Separate Entity. Nothing contained herein shall constitute you and/or the Soliciting Dealers or any of them an association, partnership, limited liability company, unincorporated business or other separate entity. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return it to us, whereupon this instrument will become a binding agreement between you and the Company in accordance with its terms. MICHIGAN COMMUNITY BANCORP LIMITED By:________________________________ Title:_____________________________ Accepted as of the date first above written: DONNELLY, PENMAN, FRENCH, HAG▇▇▇▇▇ & CO. By: _______________________________ Title: _______________________________ Date: _______________________________
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Related to Not a Separate Entity

  • Separate Entity The Borrower is operated as an entity with assets and liabilities distinct from those of the Originator and any Affiliates thereof (other than the Borrower), and the Borrower hereby acknowledges that the Administrative Agent and the Lenders are entering into the transactions contemplated by this Agreement in reliance upon the Borrower’s identity as a separate legal entity from the Originator and from each such other Affiliate of the Originator.

  • Separate Entities Seller expressly acknowledges and agrees that, for purposes of this Agreement, any Host Utility, Balancing Authority or other Transmission Provider shall be deemed to be a separate entity and separate contracting party from Buyer even if it is the same legal entity as Buyer or an Affiliate of Buyer, and even if any orders, directives or other communications from such entities are communicated to Seller through Buyer. Without limiting the foregoing, the acts and omissions of any Host Utility, Balancing Authority or other Transmission Provider shall not be deemed to be acts and omissions of Buyer or any of its Affiliates for any purpose arising out of or relating to this Agreement.

  • Separate Entity Existence The Trust Depositor shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Trust Depositor will not be diverted to any other Person or for other than authorized uses of the Trust Depositor. (ii) Ensure that, to the extent that it shares the same officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Trust Depositor contracts or does business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Trust Depositor and any of its Affiliates shall be only on an arm’s-length basis. (iv) To the extent that the Trust Depositor and any of its members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (v) Conduct its affairs strictly in accordance with its By-laws and Articles of Incorporation, and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all entity action, keeping separate and accurate records of such meetings and its actions, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (vi) Take or refrain from taking or engaging in, as applicable, each of the actions or activities specified in the “true sale” and “substantive consolidation” opinions of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP delivered on the Closing Date (or in any related certificate delivered in connection therewith), upon which the conclusions expressed therein are based.

  • Corporate Entity At all relevant times, ▇▇▇▇▇▇▇▇▇▇ was organized under the laws of the State of California, and conducted business in the State of California.

  • Not a Joint Venture Nothing in the Contract shall be construed as creating or constituting the relationship of a partnership, joint venture, (or other association of any kind or agent and principal relationship) between the parties thereto. Each party shall be deemed to be an independent contractor contracting for goods and services and acting toward the mutual benefits expected to be derived herefrom. Neither Contractor nor any of Contractor's agents, servants, employees, subcontractors or contractors shall become or be deemed to become agents, servants, or employees of the State. Contractor shall therefore be responsible for compliance with all laws, rules and regulations involving its employees and any subcontractors, including but not limited to employment of labor, hours of labor, health and safety, working conditions, workers' compensation insurance, and payment of wages. No party has the authority to enter into any contract or create an obligation or liability on behalf of, in the name of, or binding upon another party to the Contract.