Common use of Disposition Fee Clause in Contracts

Disposition Fee. In connection with a Sale of an Investment in which the Advisor or any Affiliate of the Advisor provides a substantial amount of services as determined by a majority of the Independent Directors, the Company shall pay to the Advisor or its Affiliate, in cash, a Disposition Fee up to one-half of the Competitive Real Estate Commission paid, but in no event to exceed 0.5% of the Sales Price of the Investment sold. Any Disposition Fee payable under this Section 9(c) may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions (including such Disposition Fee) paid to all Persons by the Company for the Sale of each Real Estate Asset shall not exceed the lesser of the Competitive Real Estate Commission or an amount equal to 6.0% of the Contract Sales Price. Substantial assistance in connection with a Sale may include the preparation of an investment package (for example, a package including a new investment analysis, rent rolls, Argus projections, tenant information regarding credit, a property title report, an environmental report, a structural report and exhibits) or other such substantial services performed in connection with a Sale. The Advisor shall submit an invoice to the Company following the closing or closings of each disposition, accompanied by a computation of the Disposition Fee. Generally, the Disposition Fee shall be paid to the Advisor at the closing of the transaction upon receipt of the invoice by the Company; provided, however, that such Disposition Fee shall be paid to an Affiliate of the Advisor that is registered as a FINRA member broker-dealer if applicable laws or regulations prohibit such payment to be made to a Person that is not a FINRA member broker-dealer. In addition, payment of the Disposition Fee may be deferred, in whole or in part, as to any transaction in the sole discretion of the Advisor. Any such deferred Disposition Fees shall be paid to the Advisor without interest at such subsequent date as the Advisor shall request.

Disposition Fee. In connection with a Sale of an Investment in which If the Advisor Advisor, its Affiliates or any Affiliate of the Advisor provides related parties provide a substantial amount of the services (as determined in good faith by a majority of the Independent Directors) in connection with the Sale of one or more Assets, the Company Advisor, Affiliate or related party shall pay to the Advisor or its Affiliate, in cash, receive a Disposition Fee up to in an amount equal to: (i) in the case of the Sale of Real Property, the lesser of (A) one-half of the Competitive Real Estate Commission paidCommission, but in no event to exceed 0.5or (B) 3% of the Sales Price sales price of such Real Property; and (ii) in the case of the Investment soldSale of other Assets (other than Real Property), 3% of the sales price of such Asset. Any Disposition Fee payable under this Section 9(c) may be paid in addition to The total of all real estate commissions paid to non-Affiliates, provided that by the total real estate commissions (including such Disposition Fee) paid Company to all Persons by the Company for the in connection with any Sale of each one or more Real Estate Asset Property or Real Properties shall not exceed the lesser of the (i) a Competitive Real Estate Commission or an amount equal to 6.0(ii) 6% of the Contract Sales Pricegross sales price of the Real Property or Real Properties. Substantial assistance in connection with a Sale may include Any such Disposition Fee deemed to be earned by the preparation Advisor, Affiliate or related party shall be paid by the Company or the Operating Partnership to the Advisor, Affiliate or related party upon the closing of an investment package (for example, a package including a new investment analysis, rent rolls, Argus projections, tenant information regarding credit, a property title report, an environmental report, a structural report and exhibits) or other such substantial services performed in connection with a the Sale. The Advisor shall submit an invoice to Notwithstanding the Company following the closing or closings of each dispositionforegoing, accompanied by a computation of the Disposition Fee. Generally, the no Disposition Fee shall be paid to the Advisor at in connection with the closing of the transaction upon receipt of the invoice Sale by the CompanyCompany or the Operating Partnership of Real Estate Related Securities that are Securities, Permitted Investments that are Securities or Loans that are Securities; provided, however, that a Disposition Fee in the form of a usual and customary brokerage fee may be paid by the Company or the Operating Partnership to an Affiliate or related party of the Advisor in connection with the disposition of Securities if, at the time of such payment, such Affiliate or related party is a properly registered and licensed broker dealer (or equivalent) in the jurisdiction in which the Securities are being sold and has provided substantial services in connection with the disposition of the Securities. Any such Disposition Fee deemed to be earned by such Affiliate or related party shall be paid by the Company or the Operating Partnership to such Affiliate or related party upon the closing of the Sale of the Securities. Any such Disposition Fee paid to an Affiliate or related party of the Advisor that is registered as a FINRA member broker-dealer if applicable laws or regulations prohibit such payment to be made to a Person that is not a FINRA member broker-dealer. In addition, payment in connection with the Sale of the Disposition Fee may be deferred, in whole or in part, as to any transaction in the sole discretion of the Advisor. Any such deferred Disposition Fees Securities shall be paid to included in Total Operating Expenses for purposes of calculating conformance with the Advisor without interest at such subsequent date as the Advisor shall request2%/25% Guidelines.

Disposition Fee. In connection with a Sale of an Investment in which the Advisor or any Affiliate of the Advisor provides a substantial amount of services as determined by a majority of the Independent Directors, the Company shall pay to the Advisor or its Affiliate, in cash, Affiliate a Disposition Fee up to one-half of the Competitive Real Estate Commission paid, but in no event to exceed 0.51.0% of the Sales Price of the Investment sold. Any Disposition Fee payable under this Section 9(c) may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions (including such Disposition Fee) paid to all Persons by the Company for the Sale of each Real Estate Asset shall not exceed the lesser of the Competitive Real Estate Commission or an amount equal to 6.0% of the Contract Sales Price. Substantial assistance in connection with a Sale may include the preparation of an investment package (for example, a package including a new investment analysis, rent rolls, Argus projections, tenant information regarding credit, a property title report, an environmental report, a structural report and exhibits) or other such substantial services performed in connection with a Sale. The Advisor shall submit an invoice to the Company following the closing or closings of each disposition, accompanied by a computation of the Disposition Fee. Generally, the Disposition Fee shall be paid to the Advisor at the closing of the transaction upon receipt of the invoice by the Company; provided, however, that such Disposition Fee shall be paid to an Affiliate of the Advisor that is registered as a FINRA member broker-dealer if applicable laws or regulations prohibit such payment to be made to a Person that is not a FINRA member broker-dealer. In addition, payment of the Disposition Fee may be deferred, in whole or in part, as to any transaction in the sole discretion of the Advisor. Any such deferred Disposition Fees shall be paid to the Advisor without interest at such subsequent date as the Advisor shall request.

Disposition Fee. In connection with a Sale of an Investment in which If the Advisor Advisor, its Affiliates or any Affiliate of the Advisor provides related parties provide a substantial amount of the services (as determined in good faith by a majority of the Independent Directors) in connection with the Sale of one or more Assets (including a Sale of all of the Assets or the sale of the Company or a portion thereof), the Company Advisor, Affiliate or related party shall pay to the Advisor or its Affiliate, in cash, receive a Disposition Fee up to in an amount equal to: (i) in the case of the Sale of Real Property, the lesser of (A) one-half of the Competitive Real Estate Commission paidCommission, but in no event to exceed 0.5or (B) 1.0% of the Sales Price sales price of such Real Property; and (ii) in the case of the Investment soldSale of other Assets (other than Real Property), 1.0% of the sales price of such Asset. Any Disposition Fee payable under this Section 9(c) may be paid in addition to The total of all real estate commissions paid to non-Affiliates, provided that by the total real estate commissions (including such Disposition Fee) paid Company to all Persons by the Company for the in connection with any Sale of each one or more Real Estate Asset Property or Real Properties shall not exceed the lesser of the (i) a Competitive Real Estate Commission or an amount equal to 6.0(ii) 6% of the Contract Sales Pricegross sales price of the Real Property or Real Properties. Substantial assistance in connection with a Sale may include Any such Disposition Fee deemed to be earned by the preparation Advisor, Affiliate or related party shall be paid by the Company or the Operating Partnership to the Advisor, Affiliate or related party upon the closing of an investment package (for example, a package including a new investment analysis, rent rolls, Argus projections, tenant information regarding credit, a property title report, an environmental report, a structural report and exhibits) or other such substantial services performed in connection with a the Sale. The Advisor shall submit an invoice to Notwithstanding the Company following the closing or closings of each dispositionforegoing, accompanied by a computation of the Disposition Fee. Generally, the no Disposition Fee shall be paid to the Advisor at in connection with the closing of the transaction upon receipt of the invoice Sale by the CompanyCompany or the Operating Partnership of investments that are Real Estate Related Securities that are Securities, Permitted Investments that are Securities or Loans that are Securities; provided, however, that a Disposition Fee in the form of a usual and customary brokerage fee may be paid by the Company or the Operating Partnership to an Affiliate or related party of the Advisor in connection with the disposition of such Securities if, at the time of such payment, such Affiliate or related party is a properly registered and licensed broker dealer (or equivalent) in the jurisdiction in which the Securities are being sold and has provided substantial services in connection with the disposition of the Securities. Any such Disposition Fee deemed to be earned by such Affiliate or related party shall be paid by the Company or the Operating Partnership to such Affiliate or related party upon the closing of the Sale of the Securities. Any such Disposition Fee paid to an Affiliate or related party of the Advisor that is registered as a FINRA member broker-dealer if applicable laws or regulations prohibit such payment to be made to a Person that is not a FINRA member broker-dealer. In addition, payment in connection with the Sale of the Disposition Fee may be deferred, in whole or in part, as to any transaction in the sole discretion of the Advisor. Any such deferred Disposition Fees Securities shall be paid to included in Total Operating Expenses for purposes of calculating conformance with the Advisor without interest at such subsequent date as the Advisor shall request2%/25% Guidelines.

Disposition Fee. In connection with a Sale of an Investment in which If the Advisor Advisor, its Affiliates or any Affiliate of the Advisor provides related parties provide a substantial amount of the services (as determined in good faith by a majority of the Independent Directors) in connection with the Sale of one or more Assets (including a Sale of all of the Assets or the sale of the Company or a portion thereof), the Company Advisor, Affiliate or related party shall pay to the Advisor or its Affiliate, in cash, receive a Disposition Fee up to in an amount equal to: (i) in the case of the Sale of Real Property, the lesser of (A) one-half of the Competitive Real Estate Commission paidCommission, but in no event to exceed 0.5or (B) 1.0% of the Sales Price sales price of such Real Property; and (ii) in the case of the Investment soldSale of other Assets (other than Real Property), 1.0% of the sales price of such Asset. Any Disposition Fee payable under this Section 9(c) may be paid in addition to The total of all real estate commissions paid to non-Affiliates, provided that by the total real estate commissions (including such Disposition Fee) paid Company to all Persons by the Company for the in connection with any Sale of each one or more Real Estate Asset Property or Real Properties shall not exceed the lesser of the (i) a Competitive Real Estate Commission or an amount equal to 6.0(ii) 6% of the Contract Sales Pricegross sales price of the Real Property or Real Properties. Substantial assistance in connection with a Sale may include Any such Disposition Fee deemed to be earned by the preparation Advisor, Affiliate or related party shall be paid by the Company or the Operating Partnership to the Advisor, Affiliate or related party upon the closing of an investment package (for example, a package including a new investment analysis, rent rolls, Argus projections, tenant information regarding credit, a property title report, an environmental report, a structural report and exhibits) or other such substantial services performed in connection with a the Sale. The Advisor shall submit an invoice to Notwithstanding the Company following the closing or closings of each dispositionforegoing, accompanied by a computation of the Disposition Fee. Generally, the no Disposition Fee shall be paid to the Advisor at in connection with the closing of the transaction upon receipt of the invoice Sale by the CompanyCompany or the Operating Partnership of investments that are Real Estate Related Securities that are Securities, Permitted Investments that are Securities or Loans that are Securities; provided, however, that a Disposition Fee in the form of a usual and customary brokerage fee may be paid by the Company or the Operating Partnership to an Affiliate or related party of the Advisor in connection with the disposition of such Securities if, at the time of such payment, such Affiliate or related party is a properly registered and licensed broker dealer (or equivalent) in the jurisdiction in which the Securities are being sold and has provided substantial services in connection with the disposition of the Securities. Any such Disposition Fee deemed to be earned by such Affiliate or related party shall be paid by the Company or the Operating Partnership to such Affiliate or related party upon the closing of the Sale of the Securities. Any such Disposition Fee paid to an Affiliate or related party of the Advisor that is registered as a FINRA member broker-dealer if applicable laws or regulations prohibit such payment in connection with the Sale of Securities shall be included in Total Operating Expenses for purposes of calculating conformance with the 2%/25% Guidelines. If the Company’s stockholders do not approve an amendment to be made the Company’s articles of incorporation pursuant to a Person that is not a FINRA member broker-dealer. In addition, payment of which the Disposition Fee may be deferredreferenced therein is reduced from 3% to 1.0% in accordance the foregoing, in whole or in part, as the Advisor nevertheless hereby waives the 3% Disposition Fee and instead agrees to any transaction in the sole discretion of the Advisor. Any such deferred Disposition Fees shall be paid to the Advisor without interest at such subsequent date a 1.0% Disposition Fee as the Advisor shall requestprovided hereinabove.

Disposition Fee. In connection with a Sale of an Investment in which the Advisor or any Affiliate of the Advisor provides a substantial amount of services as determined by a majority of the Independent Directors, the Company shall pay to the Advisor or its Affiliate, in cash, Affiliate a Disposition Fee up equal to one-half of the Competitive Real Estate Commission paid, but in no event to exceed 0.51.0% of the Contract Sales Price of the Investment sold, which may be increased up to 1.5% of the Contract Price of the Investment sold in the sole discretion of the Independent Directors of the Company. Any Disposition Fee payable under this Section 9(c) may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions (including such Disposition Fee) paid to all Persons by the Company for the Sale of each Real Estate Asset shall not exceed the lesser of the Competitive Real Estate Commission or an amount equal to 6.0% of the Contract Sales Price. Substantial assistance in connection with a Sale may include the preparation of an investment package (for example, a package including a new investment analysis, rent rolls, Argus projections, tenant information regarding credit, a property title report, an environmental report, a structural report and exhibits) or other such substantial services performed in connection with a Sale. The Advisor shall submit an invoice to the Company following the closing or closings of each disposition, accompanied by a computation of the Disposition Fee. Generally, the Disposition Fee shall be paid to the Advisor at the closing of the transaction upon receipt of the invoice by the Company; provided, however, that such Disposition Fee shall be paid to an Affiliate of the Advisor that is registered as a FINRA member broker-dealer if applicable laws or regulations prohibit such payment to be made to a Person that is not a FINRA member broker-dealer. In addition, payment of the Disposition Fee may be deferred, in whole or in part, as to any transaction in the sole discretion of the Advisor. Any such deferred Disposition Fees shall be paid to the Advisor without interest at such subsequent date as the Advisor shall request.

Disposition Fee. In connection with a Sale of an Investment in which the Advisor or any Affiliate of the Advisor provides a substantial amount of services as determined by a majority of the Independent Directors, the Company shall pay to the Advisor or its Affiliate, in cash, Affiliate a Disposition Fee up to one-half of the Competitive Real Estate Commission paid, but in no event to exceed 0.53.0% of the Sales Price of the Investment sold. Any Disposition Fee payable under this Section 9(c) may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions (including such Disposition Fee) paid to all Persons by the Company for the Sale of each Real Estate Asset shall not exceed the lesser of the Competitive Real Estate Commission or an amount equal to 6.0% of the Contract Sales Price. Substantial assistance in connection with a Sale may include the preparation of an investment package (for example, a package including a new investment analysis, rent rolls, Argus projections, tenant information regarding credit, a property title report, an environmental report, a structural report and exhibits) or other such substantial services performed in connection with a Sale. The Advisor shall submit an invoice to the Company following the closing or closings of each disposition, accompanied by a computation of the Disposition Fee. Generally, the Disposition Fee shall be paid to the Advisor at the closing of the transaction upon receipt of the invoice by the Company; provided, however, that such Disposition Fee shall be paid to an Affiliate of the Advisor that is registered as a FINRA member broker-dealer if applicable laws or regulations prohibit such payment to be made to a Person that is not a FINRA member broker-dealer. In addition, payment of the Disposition Fee may be deferred, in whole or in part, as to any transaction in the sole discretion of the Advisor. Any such deferred Disposition Fees shall be paid to the Advisor without interest at such subsequent date as the Advisor shall request.

Disposition Fee. In connection with a Sale of an Investment in which If the Advisor Advisor, its Affiliates or any Affiliate of the Advisor provides related parties provide a substantial amount of the services (as determined in good faith by a majority of the Independent Directors) in connection with the Sale of one or more Assets (including a Sale of all of the Assets or the sale of the Company or a portion thereof), the Company Advisor, Affiliate or related party shall pay to the Advisor or its Affiliate, in cash, receive a Disposition Fee up to in an amount equal to: (i) in the case of the Sale of Real Property, the lesser of (A) one-half of the Competitive Real Estate Commission paidCommission, but in no event to exceed 0.5or (B) 1.0% of the Sales Price sales price of such Real Property; and (ii) in the case of the Investment soldSale of other Assets (other than Real Property), 1.0% of the sales price of such Asset. Any Disposition Fee payable under this Section 9(c) may be paid in addition to The total of all real estate commissions paid to non-Affiliates, provided that by the total real estate commissions (including such Disposition Fee) paid Company to all Persons by the Company for the in connection with any Sale of each one or more Real Estate Asset Property or Real Properties shall not exceed the lesser of the (i) a Competitive Real Estate Commission or an amount equal to 6.0(ii) 6% of the Contract Sales Pricegross sales price of the Real Property or Real Properties. Substantial assistance in connection with a Sale may include Any such Disposition Fee deemed to be earned by the preparation Advisor, Affiliate or related party shall be paid by the Company or the Operating Partnership to the Advisor, Affiliate or related party upon the closing of an investment package (for example, a package including a new investment analysis, rent rolls, Argus projections, tenant information regarding credit, a property title report, an environmental report, a structural report and exhibits) or other such substantial services performed in connection with a the Sale. The Advisor shall submit an invoice to Notwithstanding the Company following the closing or closings of each dispositionforegoing, accompanied by a computation of the Disposition Fee. Generally, the no Disposition Fee shall be paid to the Advisor at in connection with the closing of the transaction upon receipt of the invoice Sale by the CompanyCompany or the Operating Partnership of investments that are Real Estate Related Securities that are Securities, Permitted Investments that are Securities or Loans that are Securities; provided, however, that a Disposition Fee in the form of a usual and customary brokerage fee may be paid by the Company or the Operating Partnership to an Affiliate or related party of the Advisor in connection with the disposition of such Securities if, at the time of such payment, such Affiliate or related party is a properly registered and licensed broker dealer (or equivalent) in the jurisdiction in which the Securities are being sold and has provided substantial services in connection with the disposition of the Securities. Any such Disposition Fee deemed to be earned by such Affiliate or related party shall be paid by the Company or the Operating Partnership to such Affiliate or related party upon the closing of the Sale of the Securities. Any such Disposition Fee paid to an Affiliate or related party of the Advisor that is registered as a FINRA member broker-dealer if applicable laws or regulations prohibit such payment in connection with the Sale of Securities shall be included in Total Operating Expenses for purposes of calculating conformance with the 2%/25% Guidelines. If the Company’s stockholders do not approve an amendment to be made the Company’s articles of incorporation pursuant to a Person that is not a FINRA member broker-dealer. In addition, payment of which the Disposition Fee may be deferredreferenced therein is reduced from 3% to 1.0% in accordance the foregoing, in whole or in part, as the Advisor nevertheless hereby waives the 3% Disposition Fee and instead agrees to any transaction in the sole discretion of the Advisor. Any such deferred Disposition Fees shall be paid to the Advisor without interest at such subsequent date a 1.0% Disposition Fee as the Advisor shall requestprovided hereinabove.

Disposition Fee. In connection with a Sale of an Investment in which If the Advisor Advisor, its Affiliates or any Affiliate of the Advisor provides related parties provide a substantial amount of the services (as determined in good faith by a majority of the Independent Directors) in connection with the Sale of one or more Assets, the Company Advisor, Affiliate or related party shall pay to the Advisor or its Affiliate, in cash, receive a Disposition Fee up to in an amount equal to: (i) in the case of the Sale of Real Property, the lesser of (A) one-half of the Competitive Real Estate Commission paidCommission, but in no event to exceed 0.5or (B) 3% of the Sales Price sales price of such Real Property or Properties; and (ii) in the case of the Investment soldSale of other Assets (other than Real Properties or Properties), 3% of the sales price of such Asset. Any Disposition Fee payable under this Section 9(c) may be paid in addition to The total of all real estate commissions paid to non-Affiliates, provided that by the total real estate commissions (including such Disposition Fee) paid Company to all Persons by the Company for the in connection with any Sale of each one or more Real Estate Asset Property or Real Properties shall not exceed the lesser of the (i) a Competitive Real Estate Commission or an amount equal to 6.0(ii) 6% of the Contract Sales Pricegross sales price of the Real Property or Real Properties. Substantial assistance in connection with a Sale may include Any such Disposition Fee deemed to be earned by the preparation Advisor, affiliate or related party shall be paid by the Company or the Operating Partnership to the Advisor, affiliate or related party upon the closing of an investment package (for example, a package including a new investment analysis, rent rolls, Argus projections, tenant information regarding credit, a property title report, an environmental report, a structural report and exhibits) or other such substantial services performed in connection with a the Sale. The Advisor shall submit an invoice to Notwithstanding the Company following the closing or closings of each dispositionforegoing, accompanied by a computation of the Disposition Fee. Generally, the no Disposition Fee shall be paid to the Advisor at in connection with the closing of the transaction upon receipt of the invoice Sale by the CompanyCompany or the Operating Partnership of Real Estate Related Securities that are Securities, Permitted Investments that are Securities or Loans that are Securities; provided, however, that a Disposition Fee in the form of a usual and customary brokerage fee may be paid by the Company or the Operating Partnership to an Affiliate or related party of the Advisor in connection with the disposition of Securities if, at the time of such payment, such Affiliate or related party is a properly registered and licensed broker dealer (or equivalent) in the jurisdiction in which the Securities are being sold and has provided substantial services in connection with the disposition of the Securities. Any such Disposition Fee deemed to be earned by such Affiliate or related party shall be paid by the Company or the Operating Partnership to such Affiliate or related party upon the closing of the Sale of the Securities. Any such Disposition Fee paid to an Affiliate or related party of the Advisor that is registered as a FINRA member broker-dealer if applicable laws or regulations prohibit such payment to be made to a Person that is not a FINRA member broker-dealer. In addition, payment in connection with the Sale of the Disposition Fee may be deferred, in whole or in part, as to any transaction in the sole discretion of the Advisor. Any such deferred Disposition Fees Securities shall be paid to included in Total Operating Expenses for purposes of calculating conformance with the Advisor without interest at such subsequent date as the Advisor shall request2%/25% Guidelines.

Disposition Fee. In connection with a Sale of an Investment in which the Advisor or any Affiliate of the Advisor provides a substantial amount of services as determined by a majority of the Independent Directors, the Company OP shall pay to the Advisor or its Affiliate, in cash, a Disposition Fee up to one-half of the Competitive Real Estate Commission paid, but in no event to exceed 0.5% of the Sales Price of the Investment sold. Any Disposition Fee payable under this Section 9(c) may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions (including such Disposition Fee) paid to all Persons by the Company OP for the Sale of each Real Estate Asset shall not exceed the lesser of the Competitive Real Estate Commission or an amount equal to 6.0% of the Contract Sales Price. Substantial assistance in connection with a Sale may include the preparation of an investment package (for example, a package including a new investment analysis, rent rolls, Argus projections, tenant information regarding credit, a property title report, an environmental report, a structural report and exhibits) or other such substantial services performed in connection with a Sale. The Advisor shall submit an invoice to the Company OP following the closing or closings of each disposition, accompanied by a computation of the Disposition Fee. Generally, the Disposition Fee shall be paid to the Advisor at the closing of the transaction upon receipt of the invoice by the CompanyOP; provided, however, that such Disposition Fee shall be paid to an Affiliate of the Advisor that is registered as a FINRA member broker-dealer if applicable laws or regulations prohibit such payment to be made to a Person that is not a FINRA member broker-dealer. In addition, payment of the Disposition Fee may be deferred, in whole or in part, as to any transaction in the sole discretion of the Advisor. Any such deferred Disposition Fees shall be paid to the Advisor without interest at such subsequent date as the Advisor shall request.