Expense Support Sample Clauses
Expense Support. Subject to the consummation of the Closing and the terms and conditions of this Agreement, on or after the last day of each calendar month for the twelve (12) months immediately following the Closing Date (such period, the “Expense Support Period”), each Participant shall have the right to deliver an itemized summary of Covered Expenses to the Partnership (each a “Covered Expenses Notice”) that have been accrued with respect to such month (or, for the initial and final months during the Expense Support Period, the number of days during such months following the Closing Date and prior to the expiration of the Expense Support Period, respectively) in good faith and not previously paid by or on behalf of such Participant as of such date (such amount, the “Covered Expense Amount”); provided that the aggregate Covered Expense Amount payable to all Participants for each full calendar month with respect to each Covered Expenses Notice shall, subject to the Covered Expense Cap, be at least $350,000, or the applicable portion thereof with respect to any partial calendar month (the “Minimum Expense Payment”). Within (15) fifteen business days of the receipt of a Covered Expenses Notice (each a “Covered Expense Due Date”) providing satisfactory evidence to the Partnership that the expenses set forth therein are Covered Expenses, the Partnership shall, subject to the Covered Expense Cap, deliver payment to the applicable Participant in an amount equal to the greater of such Participant’s Covered Expense Amount and such Participant’s Expense Percentage of the Minimum Expense Payment, in exchange for the Lock-up (defined below) by cash, check or wire of immediately available funds to an account designated by the Participant. Concurrently with the delivery of the Covered Expense Amount (or Minimum Expense Payment, if applicable), to the extent there are sufficient Class S Ordinary Units available, the Participant shall assign to the Partnership, and the Partnership shall acquire from the such Participant an amount of Class S Ordinary Units having a value equal to (40%) forty percent of such Participant’s Covered Expense Amount (or Minimum Expense Payment, if applicable) with each such Class S Ordinary Unit valued at a price per unit equal to the 5-day volume weighted average price per share of Common Stock of the Issuer as of the date immediately preceding any such assignment (the “Repurchase Amount”). For purposes of clarity, no additional consideration shall be payable...
Expense Support. Pursuant to an expense support agreement between the Partnership and the Manager (as amended from time to time) (the “Expense Support Agreement”), the Manager shall advance all or a portion of the Fund Expenses (as defined in the private placement memorandum of the Partnership, as may be amended, modified, supplemented and/or restated from time to time, which includes, inter alia, the Organizational, Offering and Operating Expenses) to be borne by the Fund and the appropriately apportioned expenses relating to the Feeder Funds, the Intermediate Entities, the Lower Funds and any Parallel Fund to the extent not paid by such Feeder Fund, Intermediate Entity, Lower Fund, or any such Parallel Fund (such Fund Expenses, the “Expense Support”) through the first anniversary of the Initial Offering, which may be renewed for additional periods (which, for the avoidance of doubt, may be non-consecutive and for a period of time to be determined by the Manager) pursuant to the terms of the Expense Support Agreement.
Expense Support. Beginning on the Commencement Date and continuing until terminated as provided herein, the Advisor shall provide expense support to the Company through forgoing the payment of fees in cash and acceptance of Restricted Stock for services as provided herein, in an amount equal to the positive excess, if any, of (a) aggregate stockholder cash distributions paid in the applicable quarter, over (b) the Company’s aggregate MFFO for the same period (the “Expense Support Amount”). The Expense Support Amount shall be determined for each calendar quarter of the Company, on a non-cumulative basis, with each such quarter-end date, a “Determination Date”. The Expense Support Amount will be credited by the Advisor to the Company in satisfaction of Asset Management Fees and other fees and expenses owed to the Advisor under the Advisory Agreement, at the Advisor’s discretion.
Expense Support. Beginning on the Commencement Date and continuing until terminated as provided herein, the Advisor shall provide expense support to the Company through forgoing the payment of fees in cash and acceptance of restricted stock for services as provided herein, in an amount equal to the positive excess, if any, of (a) aggregate stockholder cash distributions declared for the applicable quarter, over (b) the Company’s aggregate modified funds from operations, as defined below, for the same period (the “Expense Support Amount”). The Expense Support Amount shall be determined for each calendar quarter of the Company, on a non-cumulative basis, with each such quarter-end date, a “Determination Date”. The Expense Support Amount will be credited by the Advisor to the Company in satisfaction of Asset Management Fees and other fees and expenses owed to the Advisor under the Advisory Agreement, at the Advisor’s discretion. For purposes of this Agreement, modified funds from operations (“MFFO”) shall have the same meaning as such term is defined in the Company’s Form 10Q and Form 10K as filed pursuant to the Securities Exchange Act of 1934, as amended.
Expense Support. Beginning on the Effective Date and continuing until terminated as provided herein, in the event the Expense Support Amount (as defined in the Advisor Expense Support Agreement) calculated pursuant to the Advisor Expense Support Agreement is less than (a) aggregate stockholder cash distributions declared for the applicable year, over (b) the Company’s aggregate MFFO, as defined below, for the same period, then the Property Manager shall provide expense support to the Company through forgoing the payment of fees including expense reimbursements in cash and accepting restricted common stock for services as provided herein, in an amount equal to such shortfall for the same period (the “Property Manager Expense Support Amount”). The Property Manager Expense Support Amount shall be determined for each calendar year of the Company, on a cumulative year-to-date basis, after calculation of the Expense Support Amount pursuant to the Advisor Expense Support Agreement with each such year-end date, a “Determination Date”. The Property Manager Expense Support Amount will be credited by the Property Manager to the Company in satisfaction of property management and other fees and expenses owed to the Property Manager under the Property Management Agreement, at the Property Manager’s discretion. For purposes of this Agreement, modified funds from operation (“MFFO”) shall have the same meaning as such term is defined and presented in the Company’s Form 10-Q and Form 10-K as filed pursuant to the Securities Exchange Act of 1934, as amended.”
Expense Support. Beginning on the Commencement Date and continuing until terminated as provided herein, with respect to each full fiscal quarter that the Advisor is engaged pursuant to the Advisory Agreement (and not any quarters of partial engagement), the Advisor shall provide expense support to the Company through forgoing the payment of fees in cash and acceptance of Restricted Stock for services as provided herein, in an amount equal to the positive excess, if any, of (a) aggregate stockholder cash distributions paid in the applicable quarter, over (b) the Company’s aggregate MFFO for the same period (the “Expense Support Amount”). The Expense Support Amount shall be determined for each calendar quarter of the Company, on a non-cumulative basis, with each such quarter-end date, a “Determination Date”. The Expense Support Amount will be credited by the Advisor to the Company in satisfaction of Asset Management Fees and other fees and expenses owed to the Advisor under the Advisory Agreement, at the Advisor’s discretion.
Expense Support. The Advisor shall provide Expense Support to the Company on the terms and subject to the conditions set forth this Amended and Restated Expense Support Agreement.
Expense Support. Beginning on the Commencement Date and continuing until terminated as provided herein, in the event the Advisor Expense Support Amount calculated pursuant to the Advisor Expense Support Agreement is less than (a) aggregate stockholder cash Distributions declared for the applicable quarter, over (b) the Company’s aggregate MFFO for the same period, then the Property Manager shall provide expense support to the Company through forgoing the payment of fees including expense reimbursements in cash and accepting restricted common stock of the Company for services as provided herein, in an amount equal to such shortfall (the “Property Manager Expense Support Amount”). The Property Manager Expense Support Amount shall be determined for each calendar quarter of the Company, on a non-cumulative basis, after calculation of the Advisor Expense Support Amount pursuant to the Advisor Expense Support Agreement each such quarter-end date, a “Determination Date.” The Property Manager Expense Support Amount will be credited by the Property Manager to the Company in satisfaction of property management and other fees and expenses owed to the Property Manager under the Property Management Agreement, at the Property Manager’s discretion. For purposes of this Agreement, MFFO shall have the same meaning as such term is defined in the Company’s Form 10-Q and Form 10-K as filed pursuant to the Securities Exchange Act of 1934, as amended.
Expense Support. Beginning on the Effective Date and continuing until terminated as provided herein, the Advisor shall provide expense support to the Company through forgoing the payment of fees in cash and acceptance of restricted stock for services as provided herein, in an amount equal to the positive excess, if any, of (a) Aggregate Stockholder Minimum Cash Distributions declared for the applicable year, over (b) the Company’s aggregate MFFO, as defined below, for the same period (the “Expense Support Amount”). The Expense Support Amount shall be determined for each calendar year of the Company, on a cumulative year-to-date basis, with each such year-end date, a “Determination Date”. The Expense Support Amount will be credited by the Advisor to the Company in satisfaction of Asset Management Fees and other fees and expenses owed to the Advisor under the Advisory Agreement, at the Advisor’s discretion. For purposes of this Agreement only, MFFO have the same meaning as such term is defined and presented in the Company’s Form 10-Q and Form 10-K as filed pursuant to the Securities Exchange Act of 1934, as amended, and adjusted to exclude all development asset operating losses, interest expense and any other expenses, to the extent by which such losses exceed revenues, until the first full calendar quarter that is eighteen (18) months following the time when such development asset in its entirety is placed in service.”
Expense Support. Beginning April 1, 2012 and continuing until terminated by the Advisor in writing, but in no event will such termination be made prior to March 31, 2013, (the “Effective Period”), , the Advisor agrees to defer and subordinate the obligation for the Company to pay some or all of the reimbursement for personnel costs and related overhead of personnel of the Advisor or its affiliates to the extent categorized as Total Operating Expenses (the “Costs”) and, further, to defer and subordinate the obligation for the Company to pay some or all of the Asset Management Fees (the “Fees”), each of which the Advisor is entitled to receive pursuant to the Advisory Agreement, as described below. The deferral and subordination of the Company’s obligation to pay Costs and Fees is hereinafter referred to as “Expense Support.” The amount of the Expense Support shall be determined by reference to an Excess Amount, as defined herein. Such Excess Amount, if any, shall be determined as of each calendar month end of the Company (each such date, a “Determination Date”), as the excess, if any, of (a) aggregate stockholder distributions declared for the period beginning April 1, 2012 through the applicable Determination Date, over (b) the Company’s aggregate modified funds from operations, as defined below, for the same period. If at any Determination Date during the Effective Period, an Excess Amount exists, the Advisor shall provide Expense Support (i) first, for the current month’s Costs of an amount up to the full amount of the Excess Amount, and (ii) second, for the current month’s Fees of up to any remaining Excess Amount, after deducting the amount of Expense Support from (i). However, in no event will the Expense Support for such month exceed the current month’s Costs and Fees. The reimbursement of any Expense Support shall be deferred and the obligation for the payment of such amount shall be subordinated pursuant to Section 2. For purposes of this Agreement, modified funds from operations (“MFFO”) shall have the same meaning as such term is defined by the Investment Program Association (“IPA”), except that for purposes of determining MFFO, only Conditional Reimbursements (as defined in Section 2) that are currently payable in accordance with Section 2 shall be deducted as expenses in calculating MFFO. For further clarification, in the event any Expense Support amounts are required to be accrued as a payable to the Advisor by the Company in accordance with U.S. generally acc...