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.
POPULAR SAMPLE Copied 1 times
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.
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.
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”).
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 Retail Real Estate Trust, Inc., a Maryland corporation By: ------------------------------------------- Title: ---------------------------------------- Accepted as of the date first above written: Inland Securities Corporation By: -------------------------------------------- Title: ----------------------------------------- EXHIBIT A TO DEALER MANAGER AGREEMENT INLAND RETAIL REAL ESTATE TRUST, INC. 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 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 150,000,000 Shares at a price of $10 per Share on a "best efforts" basis, up to 12,000,000 Shares issued pursuant to the Company's distribution reinvestment program at a price of $9.50 per Share and 6,000,000 warrants issuable to us and to you (the "Soliciting Dealer Warrants") (and Shares issuable on exercise of the Soliciting Dealer Warrants) which are issuable in certain circumstances in connection with the sale of Shares (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 168,000,000 Shares and the Soliciting Dealer Warrants has been filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended...
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.
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.
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...
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.
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: _______________________________