Term; Termination of Agreement. a. Unless terminated in accordance with Section 15(b) hereof, this Agreement shall continue in force until the first anniversary of the date hereof. Thereafter, this Agreement may be renewed for an unlimited number of successive one-year terms upon the mutual agreement of the parties. Prior to the Company agreeing to renew this Agreement for any additional one-year term, the Board shall evaluate the performance of the Advisor in accordance with Section 9.2 of the Articles. Each such renewal shall be for a term of no more than one year. The failure of the parties to renew this agreement prior to the expiration of its term shall constitute a termination of this Agreement. b. This Agreement will automatically terminate upon Listing. This agreement also may be terminated: i. for any reason by the Company or the Advisor, upon 60 days written notice to the other party; provided that, if termination is by the Company, then such termination must be approved by a majority of the Independent Directors; ii. by the Company or the Operating Partnership at any time for Cause; or iii. by the Advisor at any time for Good Reason. c. Upon termination, the Fund shall promptly pay to the Advisor any fees then due and payable and any reimbursable expenses incurred as of the Termination Date. Notwithstanding the termination of this Agreement, Sections 9, 10, 11 and 12 shall continue in full force and effect until all amounts payable thereunder to the Advisor are paid in full. d. The Advisor shall promptly upon termination: i. pay over to the Fund all money collected and held for the account of the Fund pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; ii. deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by the Advisor, covering the period following the date of the last accounting furnished to the Board; iii. deliver to the Fund all assets, including all Investments, and documents of the Fund then in the custody of the Advisor; and iv. cooperate with the Fund to provide an orderly management transition.
Appears in 4 contracts
Samples: Advisory Agreement (Paladin Realty Income Properties Inc), Advisory Agreement (Paladin Realty Income Properties Inc), Advisory Agreement (Paladin Realty Income Properties Inc)
Term; Termination of Agreement. a. Unless terminated in accordance with Section 15(b) hereof, this This Agreement shall continue in force until for a period of one year from the first anniversary date hereof (the “Initial Term”) and thereafter it may be renewed from year to year by written consent of the date hereofparties hereto. ThereafterNotwithstanding any other provision to the contrary, this Agreement may be renewed for an unlimited number of successive one-year terms terminable by the Advisor or by the Advisees (upon the mutual agreement determination of the parties. Prior to the Company agreeing to renew this Agreement for any additional one-year term, the Board shall evaluate the performance of the Advisor in accordance with Section 9.2 of the Articles. Each such renewal shall be for a term of no more than one year. The failure of the parties to renew this agreement prior to the expiration of its term shall constitute a termination of this Agreement.
b. This Agreement will automatically terminate upon Listing. This agreement also may be terminated:
i. for any reason by the Company or the Advisor, upon 60 days written notice to the other party; provided that, if termination is by the Company, then such termination must be approved by a majority of the Independent Directors;
ii. by the Company or the Operating Partnership ) at any time for Cause; or
iii. by the Advisor at any time for Good Reason.
c. Upon termination, the Fund shall promptly pay upon 60 days’ prior written notice to the Advisor any fees then due and payable and any reimbursable expenses incurred as non-terminating party. In the event of the Termination Date. Notwithstanding the termination of this Agreement, Sections 9, 10, 11 and 12 shall continue in full force and effect until all amounts payable thereunder to the Advisor are paid will cooperate with the Advisees and take all reasonable steps requested to assist the Advisees in fullmaking an orderly transition of the advisory function.
d. The b. If (i) this Agreement is not renewed or is terminated by reason of the Change of Control of the Advisees, by the Advisees without Cause or by the Advisor for Good Reason, or upon liquidation of the Company, then the Advisor shall promptly upon termination:
i. pay over receive a termination fee (the “Termination Fee”) equal to the Fund all money collected and held for the account (x) fifteen per cent (15%) of the Fund pursuant to this Agreementamount, after deducting any accrued compensation and reimbursement for its expenses to if any, by which it is then entitled;
ii. deliver to (a) the Board a full accounting, including a statement showing all payments collected by it and a statement appraised value of all money held the real properties owned by the Advisor, covering the period following Advisees on the date of such termination, less amounts of all indebtedness secured by such properties, exceeds (b) the last accounting furnished dollar amount of the Preferred Return were it to be payable to the Board;
iii. deliver stockholders of the Company on such date, less (y) the Special Liquidation Distribution or the Special Termination Distribution, as applicable, paid to the Fund all assets, including all Investments, and documents Special Limited Partner under the Partnership Agreement concurrently with or prior to the non-renewal or termination of this Agreement. The Termination Fee shall be paid in twelve (12) equal quarterly installments starting on the date of termination. The Advisees shall pay interest on unpaid amounts of Termination Fee at a rate equal to six per cent (6.0% per annum.
c. Any amounts which may be deemed payable at the date the obligation to pay the Termination Fee is incurred that relate to the appreciation of the Fund then in properties, on the custody value of which the Termination Fee is based, (i) will be reduced by the portion of the Advisor; and
iv. cooperate Termination Fee otherwise payable which relate to properties or periods with respect to which the Fund Advisor did not provide the Advisees substantial services and (ii) will not be due and payable, nor bear interest, until the property to provide an orderly management transitionwhich the Termination Fee relates is sold or refinanced.
Appears in 2 contracts
Samples: Advisory Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.), Advisory Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.)
Term; Termination of Agreement. a. Unless terminated in accordance with Section 15(b) hereof, The initial term of this Agreement shall continue in force until be from the Effective Date through the first anniversary thereof (the “Initial Term”). After the Initial Term, the term of the date hereof. Thereafter, this Agreement may will automatically be renewed extended for an unlimited number of additional successive one-year terms upon the mutual agreement of the parties. Prior to the Company agreeing to renew this Agreement for any additional one-year term, the Board shall evaluate the performance of the Advisor in accordance with Section 9.2 of the Articles. Each such renewal shall be for a term of no more than one year. The failure of the parties to renew this agreement prior to the expiration of its term shall constitute a termination of this Agreement.
b. This Agreement will automatically terminate upon Listing. This agreement also may be terminated:
i. for any reason by the Company or the Advisor, upon 60 days month periods unless either party provides written notice to the other party; provided that, if termination is by party of its intent not to so extend the Company, then such termination must be approved by a majority term at least 30 days before the expiration of the Independent Directors;
iithen current term. by the Company or the Operating Partnership at any time for Cause; or
iii. by the Advisor at any time for Good Reason.
c. Upon termination, the Fund shall promptly pay to the Advisor any fees then due and payable The Initial Term and any reimbursable expenses incurred extensions shall be defined as of the Termination Date“Term”. Either party may terminate this Agreement prior to its expiration by notifying the other party in writing upon a material breach by that other party, unless such breach is curable and is in fact cured within fifteen (15) days after such notice. Notwithstanding the foregoing, all provisions of this Agreement (including Exhibits A and B hereto) other than Sections 1, 3 and 4 (a) and (b) shall survive the termination or expiration of this Agreement. MBS shall be entitled to compensation under Section 2 (and payment for expenses under Section 12) based on the completion of a Financing prior to the termination of this Agreement, Sections 9, 10, 11 and 12 shall continue or in full force and effect until all amounts payable thereunder the event of the termination of this Agreement during the period two years following termination so long as any Investors (or any affiliate of any such person or entity) were introduced by MBS to the Advisor are paid in full.
d. The Advisor shall promptly upon termination:
i. pay over Company. MBS will provide to the Fund Company within ten business days after the expiration or termination of this Agreement a list of all money collected and held for persons or entities introduced by MBS to the account of the Fund Company pursuant to this AgreementAgreement (the “Introduction List”). Within five business days following the delivery of the Introduction List to the Company, after deducting the Company will provide MBS with written notice of any accrued compensation objections to the inclusion of any person or entity in the Introduction List and reimbursement state the basis for its expenses each objection in reasonable detail. The inclusion of a person or entity in the Introduction List shall be deemed conclusive in making a later determination as to whether a Success Fee is payable hereunder, unless the Company shall have made a timely and proper objection. The parties will cooperate to resolve the status of any person or entity as to which it is then entitled;
iithe Company shall have made a timely and proper objection. deliver Except as otherwise specifically provided for herein, the Company shall have no liability to MBS should the Company terminate this Agreement prior to the Board completion of a full accounting, including a statement showing all payments collected by it and a statement of all money held by the Advisor, covering the period following the date of the last accounting furnished to the Board;
iii. deliver to the Fund all assets, including all Investments, and documents of the Fund then in the custody of the Advisor; and
iv. cooperate with the Fund to provide an orderly management transitionFinancing.
Appears in 2 contracts
Samples: Placement Agent and Advisory Services Agreement (Hpev, Inc.), Placement Agent and Advisory Services Agreement (Hpev, Inc.)
Term; Termination of Agreement. a. Unless terminated in accordance with Section 15(b14(b) hereof, this Agreement shall continue in force until the first anniversary of the date hereof. Thereafter, this Agreement may be renewed for an unlimited number of successive one-year terms upon the mutual agreement of the parties. Prior to the Company agreeing to renew this Agreement for any additional one-year term, the Board shall evaluate the performance of the Advisor in accordance with Section 9.2 9.1 of the Articles. Each such renewal shall be for a term of no more than one year. The failure of the parties to renew this agreement prior to the expiration of its term shall constitute a termination of this Agreement.
b. This Agreement will automatically terminate upon Listing. This agreement also may be terminated:
i. for any reason by the Company or the Advisor, upon 60 days written notice to the other party; provided that, if termination is by the Company, then such termination must be approved by a majority of the Independent Directors;
ii. by the Company or the Operating Partnership at any time for Cause; or
iii. by the Advisor at any time for Good Reason.
c. Upon termination, the Fund shall promptly pay to the Advisor any fees then due and payable and any reimbursable expenses incurred as of the Termination Date. Notwithstanding the termination of this Agreement, Sections 8, 9, 10, 10 and 11 and 12 shall continue in full force and effect until all amounts payable thereunder to the Advisor are paid in full.
d. The Advisor shall promptly upon termination:
i. pay over to the Fund all money collected and held for the account of the Fund pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;
ii. deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by the Advisor, covering the period following the date of the last accounting furnished to the Board;
iii. deliver to the Fund all assets, including all InvestmentsReal Estate Assets, and documents of the Fund then in the custody of the Advisor; and
iv. cooperate with the Fund to provide an orderly management transition.
Appears in 2 contracts
Samples: Advisory Agreement (Paladin Realty Income Properties Inc), Advisory Agreement (Paladin Realty Income Properties Inc)
Term; Termination of Agreement. a. Unless terminated in accordance with Section 15(b14(b) hereof, this Agreement shall continue in force until the first anniversary of the date hereof. Thereafter, this Agreement may be renewed for an unlimited number of successive one-year terms upon the mutual agreement of the parties. Prior to the Company agreeing to renew this Agreement for any additional one-year term, the Board shall evaluate the performance of the Advisor in accordance with Section 9.2 9.1 of the Articles. Each such renewal shall be for a term of no more than one year. The failure of the parties to renew this agreement prior to the expiration of its term shall constitute a termination of this Agreement.
b. This Agreement will automatically terminate upon Listing. This agreement also may be terminated:
i. for any reason by the Company or the Advisor, upon 60 days written notice to the other party; provided that, if termination is by the Company, then such termination must be approved by a majority of the Independent Directors;
ii. by the Company or the Operating Partnership at any time for Cause; or
iii. by the Advisor at any time for Good Reason.
c. Upon termination, the Fund shall promptly pay to the Advisor any fees then due and payable and any reimbursable expenses incurred as of the Termination Date. Notwithstanding the termination of this Agreement, Sections 8, 9, 10, 10 and 11 and 12 shall continue in full force and effect until all amounts payable thereunder to the Advisor are paid in full.
d. The Advisor shall promptly upon termination:
i. iv. pay over to the Fund all money collected and held for the account of the Fund pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;
ii. v. deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by the Advisor, covering the period following the date of the last accounting furnished to the Board;
iiivi. deliver to the Fund all assets, including all InvestmentsReal Estate Assets, and documents of the Fund then in the custody of the Advisor; and
ivvii. cooperate with the Fund to provide an orderly management transition.
Appears in 2 contracts
Samples: Advisory Agreement (Paladin Realty Income Properties Inc), Advisory Agreement (Paladin Realty Income Properties Inc)
Term; Termination of Agreement. a. Unless terminated in accordance with Section 15(b14(b) hereof, this Agreement shall continue in force until the first anniversary of the date hereof. Thereafter, this Agreement may be renewed for an unlimited number of successive one-year terms upon the mutual agreement of the parties. Prior to the Company agreeing to renew this Agreement for any additional one-year term, the Board shall evaluate the performance of the Advisor in accordance with Section 9.2 9.1 of the Articles. Each such renewal shall be for a term of no more than one year. The failure of the parties to renew this agreement prior to the expiration of its term shall constitute a termination of this Agreement.
b. This Agreement will automatically terminate upon Listing. This agreement also may be terminated:
i. for any reason by the Company or the Advisor, upon 60 days written notice to the other party; provided that, if termination is by the Company, then such termination must be approved by a majority of the Independent Directors;
ii. by the Company or the Operating Partnership at any time for Cause; or
or iii. by the Advisor at any time for Good Reason.
c. Upon termination, the Fund shall promptly pay to the Advisor any fees then due and payable and any reimbursable expenses incurred as of the Termination Date. Notwithstanding the termination of this Agreement, Sections 8, 9, 10, 10 and 11 and 12 shall continue in full force and effect until all amounts payable thereunder to the Advisor are paid in full.
d. The Advisor shall promptly upon termination:
i. pay over to the Fund all money collected and held for the account of the Fund pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;
ii. deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by the Advisor, covering the period following the date of the last accounting furnished to the Board;
iii. deliver to the Fund all assets, including all InvestmentsReal Estate Assets, and documents of the Fund then in the custody of the Advisor; and
iv. cooperate with the Fund to provide an orderly management transition.
Appears in 1 contract
Samples: Advisory Agreement (Paladin Realty Income Properties Inc)
Term; Termination of Agreement. a. Unless terminated in accordance with Section 15(b) hereof, The initial term of this Agreement shall continue in force until be from the Effective Date through the first anniversary thereof (the “Initial Term”). After the Initial Term, the term of the date hereof. Thereafter, this Agreement may will automatically be renewed extended for an unlimited number of additional successive one-year terms upon the mutual agreement of the parties. Prior to the Company agreeing to renew this Agreement for any additional one-year term, the Board shall evaluate the performance of the Advisor in accordance with Section 9.2 of the Articles. Each such renewal shall be for a term of no more than one year. The failure of the parties to renew this agreement prior to the expiration of its term shall constitute a termination of this Agreement.
b. This Agreement will automatically terminate upon Listing. This agreement also may be terminated:
i. for any reason by the Company or the Advisor, upon 60 days periods unless either party provides written notice to the other party of its intent not to so extend the term at least 30 days before the expiration of the then current term. Either party may terminate this Agreement prior to its expiration by notifying the other party in writing upon a material breach by that other party; provided that, if unless such breach is curable and is in fact cured within fifteen (15) days after such notice. Notwithstanding the foregoing, all provisions of this Agreement (including Exhibit A hereto) other than Sections 1, 3 and 4 (a) and (b) shall survive the termination is or expiration of this Agreement. BSL shall be entitled to compensation under Section 2 (and payment for expenses under Section 12) based on the completion of a Financing or M&A Transaction prior to the termination or expiration of this Agreement or during the period eighteen months following termination so long as any Investors or a party to an M&A Transaction (or any affiliate of any such person or entity) were introduced by BSL to the Company. Within thirty days of the Effective Date and from time to time during the Term of this Agreement and within ten business days after the expiration or termination of this Agreemet, BSL will provide to the Company a list in writing of all persons or entities introduced by BSL to the Company pursuant to this Agreement (the “Introduction List”). Within five business day following the delivery of the Introduction List to the Company, then such termination must be approved by a majority of the Independent Directors;
ii. by the Company will provide BSL with written notice of any objections to the inclusion of any person or entity in the Operating Partnership at Introduction List and state the basis for each objection in reasonable detail. The inclusion of a person or entity in the Introduction List shall be deemed conclusive in making a later determination as to whether a Success Fee is payable hereunder, unless the Company shall have made a timely and proper objection. The parties will cooperate to resolve the status of any time person or entity as to which the Company shall have made a timely and proper objection. Except as otherwise specifically provided for Cause; or
iii. by the Advisor at any time for Good Reason.
c. Upon terminationherein, the Fund Company shall promptly pay have no liability to BSL should the Company terminate this Agreement prior to the Advisor any fees then due and payable and any reimbursable expenses incurred as completion of the Termination Date. Notwithstanding the termination of this Agreement, Sections 9, 10, 11 and 12 shall continue in full force and effect until all amounts payable thereunder to the Advisor are paid in fulla Financing.
d. The Advisor shall promptly upon termination:
i. pay over to the Fund all money collected and held for the account of the Fund pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;
ii. deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by the Advisor, covering the period following the date of the last accounting furnished to the Board;
iii. deliver to the Fund all assets, including all Investments, and documents of the Fund then in the custody of the Advisor; and
iv. cooperate with the Fund to provide an orderly management transition.
Appears in 1 contract
Samples: Placement Agent and Advisory Services Agreement (Sagoon Inc.)
Term; Termination of Agreement. a. Unless terminated in accordance with Section 15(b) hereof, this This Agreement shall continue in force until for a period of one year from the first anniversary date hereof (the "Initial Term") and thereafter it may be renewed from year to year by written consent of the date hereofparties hereto. ThereafterNotwithstanding any other provision to the contrary, this Agreement may shall be renewed for an unlimited number of successive one-year terms upon the mutual agreement of the parties. Prior to the Company agreeing to renew this Agreement for any additional one-year term, the Board shall evaluate the performance of terminable with or without Cause by the Advisor in accordance with Section 9.2 of the Articles. Each such renewal shall be for a term of no more than one year. The failure of the parties to renew this agreement prior to the expiration of its term shall constitute a termination of this Agreement.
b. This Agreement will automatically terminate upon Listing. This agreement also may be terminated:
i. for any reason by the Company or the Advisor, upon 60 days written notice to the other party; provided that, if termination is by the Company, then such termination must be approved by a majority of the Independent Directors;
ii. by the Company or the Operating Partnership Directors at any time for Cause; or
iii. by the Advisor at any time for Good Reason.
c. Upon termination, the Fund shall promptly pay upon 60 days' prior written notice to the Advisor any fees then due and payable and any reimbursable expenses incurred as non-terminating party. In the event of the Termination Date. Notwithstanding the termination of this Agreement, Sections 9, 10, 11 and 12 shall continue in full force and effect until all amounts payable thereunder to the Advisor are paid will cooperate with the Advisees and take all reasonable steps requested to assist the Advisees in fullmaking an orderly transition of the advisory function.
d. The Advisor b. If (i) this Agreement shall promptly upon termination:
i. pay over to the Fund all money collected and held for the account be terminated by reason of the Fund pursuant Change of Control of the Advisees, by the Advisees without Cause or by the Advisor for Good Reason and (ii) the Incentive Advisory Fee is not paid to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;
ii. deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by the Advisor, covering then the period following Advisor shall receive a termination fee (the "Termination Fee") equal to (x) fifteen per cent (15%) of the amount, if any, by which ((alpha)) the appraised value of the real properties owned by the Advisees on the date of such termination, less amounts of all indebtedness secured by such properties, exceeds ((beta)) the last accounting furnished dollar amount of the Preferred Return were it to be payable to the Board;
iii. deliver stockholders of the Company on such date, less (y) the amount of the Subordinated Incentive Advisory Fee due to the Fund all assetsAdvisor, including all Investments, and documents if any. The Termination Fee shall be paid in twelve (12) equal quarterly installments starting on the date of termination.
c. Any amounts which may be deemed payable at the date the obligation to pay the Termination Fee is incurred that relate to the appreciation of the Fund then in properties, on the custody value of which the Termination Fee is based, (i) will be reduced by the portion of the Advisor; and
iv. cooperate Termination Fee otherwise payable which relate to properties or periods with respect to which the Fund Advisor did not provide the Advisees substantial services and (ii) will not be due and payable, nor bear interest, until the property to provide an orderly management transitionwhich the Termination Fee relates is sold or refinanced.
Appears in 1 contract
Samples: Advisory Agreement (Orion Multifamily Investment Fund Inc)
Term; Termination of Agreement. a. Unless terminated in accordance with Section 15(bThis Agreement shall commence effective as of January 1, 2000 (the "Effective Date") hereof, this Agreement and shall continue in force until the first anniversary December 31, 2003, and, thereafter, it may be renewed from year to year, subject to any required approval of the date hereofStockholders of the Company, by the approval of a majority of the Directors who are not affiliated with the Advisors. Thereafter, this This Agreement may be renewed terminated for an unlimited number any reason without penalty upon 120 days' written notice by the Company to the Advisor by the vote of successive a majority of the Directors who are not Affiliates of the Advisor or by the vote of holders of a majority of the outstanding shares of the Company. Notwithstanding the foregoing, however, in the event of any material change in the ownership, control, or management of the Advisor, the Company may terminate this Agreement without penalty and without advance notice to the Advisor. Resignation of either William T. Atkins or Charles K. Knight from the Advisor without prxxx xxxxxxxx xx xhe Cxxxxxx xxxxx xx xeemed a material change in control. If the Company desires to renew after the initial term or after the first one-year terms upon renewal following the mutual agreement initial term and the Advisor does not agree to renew or cannot renew (because both of William Atkins and Charles Knight are not willing to renew or for xxx xxxxx xxxxon), xxxx xxx xxx 00-day period following the first 30-day period after termination of this Agreement, the Company will have the right to acquire all the outstanding Incentive Warrants at a price equal to the greater of (a) the amount, if any, by which the "Thirty Day Average Price", as defined below, exceeds the exercise price of the partiesIncentive Warrants, and (b) $.001 per Incentive Warrant. Prior The Company may effect a purchase of Incentive Warrants by delivering to the Company agreeing to renew Warrant Holder a notice of repurchase together with a check or money order for the amount of payment. As used in this Agreement for any additional one-year termparagraph, the Board shall evaluate term "Thirty Day Average Price" means the performance of weighted average sale price for the Advisor in accordance with Section 9.2 of Company's common stock during the Articles. Each such renewal shall be for a term of no more than one year. The failure of the parties to renew this agreement prior to the expiration of its term shall constitute a entire 30-day period following termination of this Agreement.
b. This Agreement will automatically terminate upon Listing. This agreement also may be terminated:
i. for any reason by the Company or the Advisor, upon 60 days written notice to the other party; provided that, if termination is by the Company, then such termination must be approved by a majority of the Independent Directors;
ii. by the Company or the Operating Partnership at any time for Cause; or
iii. by the Advisor at any time for Good Reason.
c. Upon termination, the Fund shall promptly pay to the Advisor any fees then due and payable and any reimbursable expenses incurred as of the Termination Date. Notwithstanding the termination of this Agreement, Sections 9, 10, 11 and 12 shall continue in full force and effect until all amounts payable thereunder to the Advisor are paid in full.
d. The Advisor shall promptly upon termination:
i. pay over to the Fund all money collected and held for the account of the Fund pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;
ii. deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by the Advisor, covering the period following the date of the last accounting furnished to the Board;
iii. deliver to the Fund all assets, including all Investments, and documents of the Fund then in the custody of the Advisor; and
iv. cooperate with the Fund to provide an orderly management transition.
Appears in 1 contract
Term; Termination of Agreement. a. Unless terminated in accordance with Section 15(b) hereof, The initial term of this Agreement shall continue in force until six (6) months from the first anniversary Company’s delivery of the date hereofOffering Memorandum to BSL (the “Initial Term”). Thereafter, this Agreement may be renewed for an unlimited number of successive one-year terms upon After the mutual agreement of the parties. Prior to the Company agreeing to renew this Agreement for any additional one-year termInitial Term, the Board shall evaluate the performance of the Advisor in accordance with Section 9.2 of the Articles. Each such renewal shall be for a term of no more than one year. The failure of the parties to renew this agreement prior to the expiration of its term shall constitute a termination of this Agreement.
b. This Agreement will automatically terminate upon Listing. This agreement also may be terminated:
i. extended for any reason by the Company or the Advisor, upon 60 days an additional successive one (1) year periods unless either party provides written notice to the other party; provided that, if termination is by party of its intent not to so extend the Company, then such termination must be approved by a majority term at least thirty (30) days before the expiration of the Independent Directors;
iithen current term. The Initial Term and any subsequent extensions shall be known as the “Term”. Either party may terminate this Agreement prior to its expiration by notifying the other party in writing upon a material breach by that other party, unless such breach is curable and is in fact cured within thirty (30) days after such notice. Notwithstanding the foregoing, all provisions of this Agreement (including Exhibit A hereto) other than Sections 1, 3 and 4 (a) and (b) shall survive the termination or expiration of this Agreement. BSL shall be entitled to compensation under Section 2 (and payment for expenses under Section 12) based on the completion of a Financing prior to the termination or expiration of this Agreement. In addition, upon termination or expiration of this Agreement, BSL shall be entitled to a Success Fee(s) during the two (2) year period following the termination or expiration of this Agreement if the Company completes a Financing with a party, which became aware of the Company or the Operating Partnership at any time for Cause; or
iii. by the Advisor at any time for Good Reason.
c. Upon termination, the Fund shall promptly pay which became known to the Advisor any fees then due Company prior to such termination or expiration, and payable and any reimbursable expenses incurred as or which completed a Financing with the Company. Within thirty (30) days of the Termination Date. Notwithstanding Effective Date and / or from time to time during the Term of this Agreement and / or within ten (10) business days after the expiration or termination of this Agreement, Sections 9, 10, 11 and 12 shall continue in full force and effect until all amounts payable thereunder BSL will provide to the Advisor are paid Company a list in full.
d. The Advisor shall promptly upon termination:
i. pay over writing of all persons or entities introduced by BSL to the Fund all money collected and held for the account of the Fund Company pursuant to this AgreementAgreement (the “Introduction List”). Within ten (10) business day following the delivery of the Introduction List to the Company, after deducting the Company will provide BSL with written notice of any accrued compensation objections to the inclusion of any person or entity in the Introduction List and reimbursement state the basis for its expenses each objection in reasonable detail. The Parties will cooperate to resolve the status of any person or entity as to which it is then entitled;
ii. deliver to the Board Company shall have made a full accounting, including a statement showing all payments collected by it timely and a statement of all money held by the Advisor, covering the period following the date of the last accounting furnished to the Board;
iii. deliver to the Fund all assets, including all Investments, and documents of the Fund then in the custody of the Advisor; and
iv. cooperate with the Fund to provide an orderly management transitionproper objection.
Appears in 1 contract
Samples: Placement Agent and Advisory Services Agreement (Green Hygienics Holdings Inc.)