Subordinated Participation in Net Sales Proceeds Sample Clauses

Subordinated Participation in Net Sales Proceeds. The Subordinated Participation in Net Sales Proceeds shall be payable to the Advisor in an amount equal to 15.0% of Net Sales Proceeds remaining after the Stockholders have received Distributions equal to the sum of the Stockholders’ 6.0% Return and 100% of Invested Capital. The Company shall have the option to pay such fee in the form of cash, Shares, a promissory note, or any combination of the foregoing. In no event will the Company pay a Subordinated Participation in Net Sales Proceeds, including any interest payable in connection with any promissory note issued by the Company in payment of the Subordinated Participation in Net Sales Proceeds, in excess of the amount that would be presumptively reasonable under Section 8.7 of the Articles of Incorporation.
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Subordinated Participation in Net Sales Proceeds. Upon an Investment Liquidity Event, the Company shall pay the Advisor, in one or more payments solely out of Net Sales Proceeds, an amount equal to (i) fifteen percent (15%) of the amount, if any, by which (A) the sum of (I) the Market Value, plus (II) total distributions attributable to Net Sales Proceeds paid through the date the Investment Liquidity Event is consummated on Common Shares issued in all Offerings through such date, exceeds (B) the sum of (I) the Gross Proceeds raised in all Offerings through the date the Investment Liquidity Event is consummated (less amounts paid on or prior to such date to purchase or redeem any Common Shares purchased in an Offering pursuant to the Company’s share repurchase program), plus (II) the minimum amount of cash that, if distributed to those Stockholders who purchased Common Shares in an Offering on or prior to the date the Investment Liquidity Event is consummated, would have provided such Stockholders an eight percent (8%) annual cumulative, pre-tax, non-compounded return on the Gross Proceeds raised in all Offerings through the date the Investment Liquidity Event is consummated, measured for the period from inception through the date the Investment Liquidity Event is consummated, less (ii) any prior payments to the Advisor of the Annual Subordinated Performance Fee. The Subordinated Participation in Net Sales Proceeds will only be paid to the Advisor if this Agreement has not been terminated by the Company or the Advisor prior to the date the Investment Liquidity Event is consummated.
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Subordinated Participation in Net Sales Proceeds. The fee payable to the Advisor under certain circumstances following receipt of Net Sales Proceeds pursuant to Section 3.01(b).
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Subordinated Participation in Net Sales Proceeds. The fee payable to the Advisor under certain circumstances following receipt of Net Sales Proceeds pursuant to Section 3.01(c). (ccc) Termination Date. The date of termination of this Agreement.
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Subordinated Participation in Net Sales Proceeds. The Company shall pay the Advisor or its assignees from time to time, when available, a Subordinated Participation In Net Sales Proceeds in an amount equal to fifteen percent (15%) of remaining Net Sales Proceeds after return of capital contributions plus payment to investors in Shares of an annual six percent (6%) cumulative, pre-tax, non-compounded return on the capital contributed by such investors. Any Subordinated Participation in Net Sales Proceeds becoming due and payable to the Advisor or its assignees hereunder shall be reduced by the amount of any distribution made to New York Recovery Special Limited Partnership, LLC pursuant to the Operating Partnership Agreement.
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Related to Subordinated Participation in Net Sales Proceeds

  • Net Sales Proceeds In the case of a transaction described in clause (A) of the definition of Sale, the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including all real estate commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (B) of such definition, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in clause (C) of such definition, Net Sales Proceeds means the proceeds of any such transaction actually distributed to the Company from the Joint Venture less the amount of any selling expenses, including legal fees and expenses incurred by or on behalf of the Company (other than those paid by the Joint Venture). In the case of a transaction or series of transactions described in clause (D) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction (including the aggregate of all payments under a Mortgage or in satisfaction thereof other than regularly scheduled interest payments) less the amount of selling expenses incurred by or on behalf of the Company, including all commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (E) of such definition, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in the last sentence of the definition of Sale, Net Sales Proceeds means the proceeds of such transaction or series of transactions less all amounts generated thereby which are reinvested in one or more Assets within 180 days thereafter and less the amount of any real estate commissions, closing costs, and legal fees and expenses and other selling expenses incurred by or allocated to the Company in connection with such transaction or series of transactions. Net Sales Proceeds shall also include any consideration (including non-cash consideration such as stock, notes, or other property or securities) that the Company determines, in its discretion, to be economically equivalent to proceeds of a Sale, valued in the reasonable determination of the Company. Net Sales Proceeds shall not include any reserves established by the Company in its sole discretion.

  • Subordinated Share of Net Sales Proceeds The Subordinated Share of Net Sales Proceeds shall be payable to the Advisor in an amount equal to 10% of Net Sales Proceeds remaining after the Stockholders have received Distributions equal to the sum of the Stockholders’ 8% Return and 100% of Invested Capital. Following Listing, no Subordinated Share of Net Sales Proceeds will be paid to the Advisor.

  • Setoff Ratable Payments 37 11.1 Setoff..................................................................................................37 11.2

  • Excess Liquidation Proceeds 21 FDIC..........................................................................................21 FHA...........................................................................................21

  • Original Subordinated Percentage The Original Subordinated Percentage is 3.20668095%.

  • Nature of Participation and Reimbursement Obligations Each Lender’s obligation in accordance with this Agreement to make the Revolving Advances or Participation Advances as a result of a drawing under a Letter of Credit, and the obligations of Borrowers to reimburse Agent upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.16 under all circumstances, including the following circumstances:

  • Ratable Payments If any Lender, whether by setoff or otherwise, has payment made to it upon its Loans (other than payments received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to their Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

  • DISTRIBUTIONS AND REPURCHASES No distribution, payment or dividend of any kind will be declared or paid by Company, nor will any repurchase of any of Company's capital stock be approved or effected.

  • Liquidation Proceeds Cash received in connection with the liquidation of a defaulted Mortgage Loan, whether through the sale or assignment of such Mortgage Loan, trustee’s sale, foreclosure sale, payment in full, discounted payoff or otherwise, or the sale of the related Mortgaged Property if the Mortgaged Property is acquired in satisfaction of the Mortgage Loan, including any amounts remaining in the related Escrow Account.

  • Cross-Collateralized Mortgage Loans Notwithstanding anything herein to the contrary, it is hereby acknowledged that certain groups of Mortgage Loans are, in the case of each such particular group of Mortgage Loans (each, a "Cross-Collateralized Group"), by their terms, cross-defaulted and cross-collateralized, if identified as such on the Mortgage Loan Schedule. For purposes of reference, the Mortgaged Property that relates or corresponds to any of the Mortgage Loans referred to in this Section 17 shall be the property identified in the Mortgage Loan Schedule as corresponding thereto. The provisions of this Agreement, including, without limitation, each of the representations and warranties set forth in Exhibit C hereto and each of the capitalized terms used herein but defined in the Pooling and Servicing Agreement, shall be interpreted in a manner consistent with this Section 17. In addition, if there exists with respect to any Cross-Collateralized Group only one original of any document referred to in the definition of "Mortgage File" in the Pooling and Servicing Agreement and covering all the Mortgage Loans in such Cross-Collateralized Group, the inclusion of the original of such document in the Mortgage File for any of the Mortgage Loans constituting such Cross-Collateralized Group shall be deemed an inclusion of such original in the Mortgage File for each such Mortgage Loan.

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