New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter III - THEATRICAL SYNDICATION FINANCING › Part 50 - THEATRICAL FINANCING › Section 50.2 - Contents of investment agreements

Current through Register Vol. 46, No. 28, July 10, 2024
(a) All investment agreements must contain
				the following:
(1) A statement that: "All
				monies raised from this offering and sale of syndication interests shall be
				held in a special bank account in trust until actually employed for
				preproduction or production purposes of this particular theatrical production
				company or until returned to the investor or investors."
(2) A statement that financial statements
				will be furnished to all investors and the Department of Law pursuant to the
				provisions of article 23 and the regulations issued by the Attorney General
				thereunder.
(3) If the offering is
				for one or more specified productions, a representation that the issuer or
				other offeror has acquired the right to develop, produce or invest in the
				theatrical production or productions which are the subject of the offering, the
				date or dates on which such right or rights were acquired and the expiration
				date of such right or rights. If the offering is for or includes one or more
				nonspecified theatrical productions, a representation that the issuer or other
				offeror will acquire the rights to the first production to be presented, or the
				right to invest in a production, or will enter an agreement to develop a
				production before expending any of the proceeds of the offering; provided,
				however, that the proceeds of the offering may be used for the limited purpose
				of acquiring such production rights, costs reasonably related to such
				acquisition, and organizational and offering expenses.
(4) A statement, where permitted by this
				Part, that where authorized by investors, contributions may be used for
				preproduction or production purposes prior to the completion of the offering.
				If the issuer or other offeror intends to use the interest earned on investors'
				contributions, when permitted to do so by the individual investors, this option
				must be fully explained. State whether and under what circumstances the issuer
				or other offeror agrees to refund such contributions and any interest earned
				thereon. No authorization for such use shall be effective unless and until the
				signature of the investor has been obtained on a separate signature page in the
				investment agreement. Investors shall not, however, be required to authorize
				use of their contributions or any interest earned thereon prior to the
				completion of the offering as a condition of their investment. Such
				authorization shall be set forth in capital letters in boldface roman type or
				if typed, in capital letters with underlining, as follows:
LIMITED PARTNERS AUTHORIZING IMMEDIATE USE OF FUNDS NOT
				  WAIVING REFUND
THE FOLLOWING SIGN THE FOREGOING AGREEMENT AS LIMITED
				  PARTNERS AND AGREE THAT THEIR CONTRIBUTIONS MAY BE USED FORTHWITH BY THE
				  GENERAL PARTNERS FOR PRODUCTION OR PREPRODUCTION PURPOSES. THE UNDERSIGNED DO
				  NOT WAIVE THEIR RIGHT OF REFUND OF ANY PORTION OF SUCH CONTRIBUTION EXPENDED
				  FOR SUCH PURPOSES AND RELY ON THE GENERAL PARTNERS TO REFUND THEIR CONTRIBUTION
				  IN THE EVENT THE OFFERING IS ABANDONED PRIOR TO FULL CAPITALIZATION OF THE
				  PARTNERSHIP. SUCH REFUND IS THEREFORE CONTINGENT UPON THE GENERAL PARTNERS'
				  FINANCIAL ABILITY TO MEET THIS OBLIGATION. THE UNDERSIGNED OBTAIN NO ADVANTAGE
				  BY ENTERING INTO THIS ARRANGEMENT UNLESS SUCH ADVANTAGE HAS BEEN NEGOTIATED
				  WITH THE GENERAL PARTNER OR PARTNERS.
________________________________________________________
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LIMITED PARTNERS AUTHORIZING IMMEDIATE USE OF FUNDS AND
				  WAIVING RIGHT OF REFUND
THE FOLLOWING SIGN THE FOREGOING AGREEMENT AS LIMITED
				  PARTNERS AND AGREE THAT THEIR CONTRIBUTIONS MAY BE USED FORTHWITH BY THE
				  GENERAL PARTNERS FOR PRODUCTION OR PREPRODUCTION PURPOSES. THE UNDERSIGNED
				  WAIVE THEIR RIGHT OF REFUND OF ANY PORTION OF SUCH CONTRIBUTION EXPENDED FOR
				  SUCH PURPOSES IN THE EVENT THE OFFERING IS ABANDONED PRIOR TO FULL
				  CAPITALIZATION OF THE PARTNERSHIP. THE UNDERSIGNED OBTAIN NO ADVANTAGE BY
				  ENTERING INTO THIS ARRANGEMENT UNLESS SUCH ADVANTAGE HAS BEEN NEGOTIATED WITH
				  THE GENERAL PARTNER OR PARTNERS.
________________________________________________________
________________________________________________________
________________________________________________________
LIMITED PARTNERS AUTHORIZING IMMEDIATE USE OF INTEREST
				  EARNED ON THEIR CONTRIBUTION AND WAIVING THEIR RIGHT TO A REFUND
				  THERETO
THE FOLLOWING SIGN THE FOREGOING AGREEMENT AS LIMITED
				  PARTNERS AND AGREE, ONLY, THAT THE INTEREST EARNED ON THEIR CONTRIBUTIONS MAY
				  BE USED FORTHWITH BY THE GENERAL PARTNERS FOR PRODUCTION OR PREPRODUCTION
				  PURPOSES. THE UNDERSIGNED WAIVE THEIR RIGHT OF REFUND TO ANY PORTION OF THE
				  INTEREST EARNED ON THEIR CONTRIBUTIONS WHICH HAS BEEN EXPENDED FOR SUCH
				  PURPOSES IN THE EVENT THE OFFERING IS ABANDONED PRIOR TO FULL CAPITALIZATION OF
				  THE PARTNERSHIP. THE UNDERSIGNED OBTAIN NO ADVANTAGE BY ENTERING INTO THIS
				  ARRANGEMENT UNLESS SUCH ADVANTAGE HAS BEEN NEGOTIATED WITH THE GENERAL PARTNER
				  OR PARTNERS.
If the theatrical production company will use the proceeds
				  for more than one production or for one or more nonspecified productions and
				  offering literature is filed pursuant to section
				  50.4  of this Part, the
				  authorization of investors to use their contributions for the limited purpose
				  of acquiring production rights, costs reasonably related to such acquisition,
				  and organizational and offering expenses maybe set forth by amending the first
				  sentence in the above legends to read as follows:
THE FOLLOWING SIGN THE FOREGOING AGREEMENT AS LIMITED
				  PARTNERS AND AGREE THAT THEIR CONTRIBUTIONS MAY BE USED FORTHWITH FOR THE
				  LIMITED PURPOSE OF ACQUIRING PRODUCTION RIGHTS, COSTS REASONABLY RELATED TO
				  SUCH ACQUISITION, AND ORGANIZATIONAL AND OFFERING EXPENSES.
If the form of the theatrical production company is other
				  than a limited partnership, the above-stated legend language shall be
				  appropriately altered.