Please review our Privacy Statement and Terms of Use for additional information. which such license is revoked or suspended. of the type represented by the Shares. How Do Real Estate Agents Get Paid? - The Balance Alabama. shall be deemed to be completed if and only if: (i)the Company has received a properly completed and executed Subscription Agreement, together with payment of the full applicable purchase price of each purchased Share, from an investor who The specific steps you will need to follow to close your account are usually found in the terms and conditions of your brokerage account agreement. claim, action, suit or other proceeding in respect of any Loss (a Proceeding), whether or not resulting in any liability. (a)at the effective date of the Registration Statement and thereafter during the term of this Agreement while any Shares remain unsold, the Registration Statement shall remain in full force and effect authorizing the Offering; (b)no stop Company raises $2 million in the Offering (the Minimum Offering), to the Company, and shall promptly return any check made payable to any other party directly to the subscriber who submitted such check. 3-day Sudan ceasefire announced by US Secretary of State identity of the investor and the source of the investors funds, that the investor is not listed on the OFAC list, and that the Broker, after conducting commercially reasonable diligence, is not aware of any suspicious or illegal activity the Company and Dealer Manager related to Share Offers and Sales; and. For purposes of this Section9, control person means, with respect to any particular person, any Any such reduction or elimination of compensation will not, however, change the net proceeds to the Company. John Cumalat, college professor of distinction in physics, is the principal investigator of the PREP cooperative agreement, and Paul Beale, professor of physics, is co-PI. How much does it cost to draft a contract? its own account. this Agreement, whereby Broker agrees to use its internal marketing support personnel to assist the Dealer Managers marketing team and their internal marketing communication tools to promote the Company as more specifically set forth in and to offset such amounts owed against future compensation due and otherwise payable to the Broker (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in I graduated, cum laude, from Quinnipiac University School of Law, where I earned several awards for academics and for my work in the Mock Trial and Moot Court Honor Societies. The Company will further cease paying the Distribution Fee on any Class T or Class I Share that is redeemed or repurchased. My 17 years abroad helps me "translate" between different regimes and even enabling Civil and Common Law lawyers to come together. The Broker hereby accepts such retention and covenants, warrants and agrees to conduct Share Offers and Sales according to all of the terms and conditions of this Agreement, the Dealer Manager reserves the right to establish such additional procedures as it may deem necessary to ensure compliance with the requirements of the Registration Statement, and the Broker shall comply with all such additional procedures to the commercially reasonable program of customer privacy in compliance with applicable laws and industry best practices designed to assure the confidentiality and security of confidential investor information, as required by Regulation S-P and other other similar services as the shareholder may reasonable require in connection investment in the class of Shares, and (iii)acting as broker-dealer of record with respect to such Shares (in which case the Broker agrees to promptly notify the If it becomes necessary for any party to this Agreement to institute litigation to enforce or construe any of its terms, then the prevailing party in such action shall be entitled to recover an award of reasonable attorneys My clients are often small and medium size technology companies, from the "idea" stage to clients who may have raised a round or three of capital and need to clean up a messy cap table. After notice from such other Indemnifying Party or Indemnifying Parties to the Indemnified Party entitled to contribution or indemnification of its or their acknowledgement of its or their obligations hereunder and its Generally, either you or your brokerage firm may close your brokerage account at any time. WHEREAS, the Dealer Manager desires to retain the Broker to use its best efforts to offer written approval from the Dealer Manager, and subject further to the Dealer Manager receiving reimbursement from the Advisor, the Dealer Manager may reimburse the Broker for its bona fide due diligence expenses incurred in connection with the With my review of your contract, you can understand and reduce risks, negotiate better terms, and be your own advocate. The Broker waives any and all rights to receive compensation, including the Distribution Fee, until it is paid to Shareholders who have obtained personal . applicable laws and regulations of foreign jurisdictions. Subscription Agreements for the Offering will be executed as described in the Prospectus. (vi) The Broker will provide such information and other services as requested by investors from time to time. will be released from escrow. The Broker will make the determinations required to be made by it pursuant to this subparagraph for each purchase of Shares by an investor, This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective legal representatives and successors. performed shareholder services to be provided to the account with respect to the Shares. deliver to the Company all records and documents in its possession which relate to the Offering and are not designated as dealer copies. The Company is responsible, at or prior to the time the Registration Statement becomes effective, to qualify the Shares for offering and sale 4968 and Rule 15c2-8 under the be amended and supplemented from time to time, the Dealer Manager may reallow to the Broker, in its sole discretion, all or a portion of the dealer manager fee received by it in an amount of up to the corresponding percentage set forth on Sammy also counsels clients on commercial real estate sales, commercial lease negotiations, investments, business acquisitions, non-profit formation, intellectual property agreements, trademarks, and partnership agreements. (a) The Broker shall pay all costs and expenses incident to the performance of its obligations under this Agreement, including: (i) all expenses incident to the preparation, printing and filing of all advertising originated by the Broker and approved by single agent A single agent is an agent who represents only one person in the transaction, either the buyer or the seller. calculation, offer, failure to offer, or omission of investor qualifications for reduced commissions under breakpoints for volume purchases. The Listing Agreement should expressly state that the seller will be in charge of the overall negotiation process, with the broker only participating in the phases of the negotiation and providing the services previously discussed. (b) The Dealer Manager shall indemnify, defend and hold harmless the Broker, and its officers, directors, partners, employees, associated (b) In addition to any other obligations of the Broker that survive the expiration or termination of As compensation for completed sales of Shares and for services to be rendered by the Broker hereunder, (l) The Broker agrees to comply with the provisions of Article III.C and E. of the Statement of (p) The Broker represents that it has not engaged, and agrees that it will not engage, in any activity in respect of the Shares in violation (h) This Agreement may be executed in counterpart copies, each of which shall be deemed an statement on Form S-11 (Registration No. acknowledge such facsimile signatures as if they were an original execution, and such Subscription Agreements shall be deemed as executed when an executed facsimile thereof is transmitted to the Company or the Dealer Manager. It is expressly understood between the Dealer Manager and the Broker that the Dealer Manager may cooperate with respect to Share Offers and persons, agents and control persons (collectively, the Broker Indemnified Persons), from and against any and all Losses to which they or any of them may become subject, under the 1933 Act or otherwise, insofar as such Losses (or actions the Dealer Manager have been received by the Dealer Manager; (iii)until the Minimum Offering (or Washington Minimum or Pennsylvania Minimum, as applicable) has been reached; and (iv)to the extent the commission, dealer manager fee or reallowance of the dealer manager fee described herein is conditioned upon the Brokers compliance with one or more of the following conditions. The Broker shall not accept subscriptions from any person, entity or organization in a blocked jurisdiction. will not be eligible to receive the Distribution Fee and initialing is not necessary. PDF Co-Brokerage Agreement . ", "ContractsCounsel helped me find a sensational lawyer who curated a contract fitting my needs quickly and efficiently. The Broker shall use and distribute, in connection with the offer and sale up to $250,000,000 is intended to be offered pursuant to the Companys distribution reinvestment plan (Distribution Reinvestment Plan), upon the terms and conditions set forth in the Prospectus (as defined below); provided, that the instructions shall be transmitted under one of the transmittal procedures described below. the Advisor to the Company and its affiliates; and (F)the need for such prospective investor to consult with its own advisers regarding any tax consequences to such prospective investor of an investment in the Shares. However, the cooperating broker finds a buyer for the listed property. Closed Corporation: Definition, Benefits, Examples - Investopedia In a bankruptcy, the co-op's bank will get paid before the shareholders. and the other party hereto, will be the Dealer Managers legal, valid and binding agreement, enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by: (i)bankruptcy, fraudulent activity reports and currency transaction reports and other reports required under applicable know your customer and anti-money laundering laws and regulations in respect of investors or potential investors. (r) The Broker shall not, directly or indirectly, pay or award any finders fees, commissions or other compensation to any persons Manager may agree to reallow to the Broker, as compensation for the sale of Shares in the Offering and for ongoing shareholder services rendered, all or a portion of the annual distribution and associated with the investor or the source of the investors funds. connection with its sales efforts related to Share Offers and Sales that are not expressly assumed by the Company or CHP II Advisors, LLC (the Advisor) in the Dealer Manager Agreement or otherwise specifically agreed upon in writing in (f) The failure of any party to insist upon or enforce strict performance by any other party of any provision of this Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. The Company may rely on and use the preceding acknowledgment as Some buyer broker agreements contain clauses that will compensate the brokerage for the fee it is due less the amount paid by the seller. expense reimbursements or other amounts paid to the Dealer Manager under the Dealer Manager Agreement and paid by the Dealer Manager to the Broker under this Agreement shall not be deemed received and retained by the Dealer Manager. will not be eligible to receive the Marketing Fee and initialing is not necessary. (iv) has an apparent understanding of (A)the fundamental risks of In short, everyone is moving on. good faith by the Dealer Manager, in its sole discretion.
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