Reallowance of Dealer Manager Fee Sample Clauses

Reallowance of Dealer Manager Fee. The Dealer Manager may, in its sole discretion, re-allow all or a portion of the Dealer Manager Fee received by it to Soliciting Dealer as a marketing fee. Subject to the immediately succeeding paragraph, the Dealer Manager may, in its sole discretion, request the Company to reimburse, to Soliciting Dealer for reasonable accountable bona fide due diligence expenses, provided such expenses have actually been incurred, are supported by detailed and itemized invoices provided to the Company and the Dealer Manager, and the Company or the Dealer Manager had theretofore given its prior written approval of incurrence of such expenses.
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Reallowance of Dealer Manager Fee. The Dealer Manager may, in its sole discretion, re-allow a portion of the Dealer Manager Fee received by it to Selected Dealer as a marketing support fee (the “Marketing Fee”) for the sale of the Class A Shares and/or Class C Shares if the Selected Dealer has executed an addendum to this Agreement, which is attached hereto as Schedule II. The Dealer Manager may, in its sole discretion, request the Company to reimburse, to Selected Dealer for reasonable accountable bona fide due diligence expenses, provided such expenses have actually been incurred, are supported by detailed and itemized invoices provided to the Company and the Dealer Manager, and the Company or the Dealer Manager had theretofore given its prior written approval of incurrence of such expenses.
Reallowance of Dealer Manager Fee. The Dealer Manager may, in its sole discretion, re-allow a portion of the Dealer Manager Fee received by it to Selected Broker-Dealer as a marketing fee in an amount equal to 1% of the gross proceeds from the Shares sold by the Selected Broker-Dealer and accepted and confirmed by the Company. Terra Capital Markets, LLC Selected Broker-Dealer Agreement 7 The Dealer Manager may, in its sole discretion, request the Company to reimburse, to Selected Broker-Dealer for reasonable accountable bona fide due diligence expenses, provided such expenses have actually been incurred, are supported by detailed and itemized invoices provided to the Company and the Company had theretofore given its prior written approval of incurrence of such expenses.
Reallowance of Dealer Manager Fee. The Dealer Manager may, in its sole discretion, re-allow any or all of the Dealer Manager Fee received by it to Soliciting Dealer for mShares sold by the Soliciting Dealer as a marketing fee. For purposes of this Section 6(c), mShares are “sold” for DRS Settlement only if an executed Subscription Agreement is accepted by the Company and the Company has thereafter distributed the Dealer Manager Fee to the Dealer Manager in connection with such transaction pursuant to the Dealer Manager Agreement. For purposes of this Section 6(c), mShares are “sold” for DTC Settlement only when electronically submitted orders are confirmed by the Dealer Manager. Subject to the immediately succeeding paragraph, the Dealer Manager may, in its sole discretion, request the Company to reimburse, to Soliciting Dealer for reasonable accountable bona fide due diligence expenses, provided such expenses have actually been incurred, are supported by detailed and itemized invoices provided to the Company and the Dealer Manager, and the Company or the Dealer Manager had theretofore given its prior written approval of incurrence of such expenses.
Reallowance of Dealer Manager Fee. The Dealer Manager may, in its sole discretion, re-allow a portion of the Dealer Manager Fee received by it to Participating Broker-Dealer as a marketing fee in an amount equal to 1% of the gross proceeds from the Shares sold by the Participating Broker-Dealer and accepted and confirmed by the Company. The Dealer Manager may, in its sole discretion, request the Company to reimburse, to Participating Broker-Dealer for reasonable accountable bona fide due diligence expenses, provided such expenses have actually been incurred, are supported by detailed and itemized invoices provided to the Company and the Company had theretofore given its prior written approval of incurrence of such expenses.
Reallowance of Dealer Manager Fee. The Dealer Manager may, in its sole discretion, re-allow a portion of the Dealer Manager Fee received by it to Selected Broker-Dealer as a marketing fee in an amount equal to 1% (and, in certain instances, up to 1.5%) of the gross proceeds from the Shares sold by the Selected Broker-Dealer and accepted and confirmed by the Company. Terra Capital Markets, LLC Selected Broker-Dealer Agreement 7 The Dealer Manager may, in its sole discretion, request the Company to reimburse, to Selected Broker-Dealer for reasonable accountable bona fide due diligence expenses, provided such expenses have actually been incurred, are supported by detailed and itemized invoices provided to the Company and the Company had theretofore given its prior written approval of incurrence of such expenses.

Related to Reallowance of Dealer Manager Fee

  • PROMOTION OF DEALER MANAGER RELATIONSHIP The Company and the Dealer Manager will cooperate with each other in good faith in connection with the promotion or advertisement of their relationship in any release, communication, sales literature or other such materials and shall not promote or advertise their relationship without the approval of the other party in advance, which shall not be unreasonably withheld or delayed.

  • Dealer Manager Agreement By Dealer’s acceptance of this Agreement, Dealer will become one of the “Participating Dealers” referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the Dealer Manager Agreement, including, but not limited to, Section 8.4 of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicit, as an independent contractor and not as the agent of the Dealer Manager or of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering. Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, or the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by the Company and all appropriate regulatory agencies (“Supplemental Information”).

  • Obligations and Compensation of Dealer Manager The Dealer Manager hereby represents and warrants to, and covenants and agrees with the Corporation and the Adviser (provided that, to the extent representations and warranties of the Corporation and the Adviser are given only as of a specified date or dates, the Dealer Manager only makes such representations and warranties as of such date or dates), as follows:

  • DEALER-MANAGER COMPENSATION (i) Subject to the discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c), the Company agrees to pay the Dealer Manager selling commissions (“Selling Commissions”) in the amount of seven percent (7.0%) of the selling price of each Primary Share for which a sale is completed. Alternatively, if a particular Soliciting Dealer elects to receive Selling Commissions equal to seven and one-half percent (7.5%) in accordance with the Soliciting Dealers Agreement, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions in the amount of seven and one-half percent (7.5%) of the selling price of each Primary Share for which a sale is completed, two and one-half percent (2.5%) of which Selling Commissions shall be payable at the time of such sale and one percent (1%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. No Selling Commissions will be paid for sales of DRP Shares, and Selling Commissions may be reduced or eliminated on certain sales of Shares, including the reduction or elimination of Selling Commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all the Selling Commissions, subject to federal and state securities laws, to the Soliciting Dealer who sold the Primary Shares, as described more fully in the Soliciting Dealers Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or Person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable under normal circumstances.

  • DEALER MANAGER INFORMATION Prior to the initial Effective Date, the parties will expressly acknowledge and agree as to the information furnished to the Company by the Dealer Manager expressly for use in the Registration Statement.

  • Origination and Underwriting The origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such Mortgage Loan and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in this Exhibit C.

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