Subordinated Performance Fee Due Upon Termination. Subordinated Performance Fee Due Upon Termination means a fee equal to (1) 10% of the amount, if any, by which (a) the Appraised Value of the Company’s Properties at the Termination Date, less amounts of all indebtedness secured by the Company’s Properties, plus total Distributions through the Termination Date exceeds (b) the sum of Invested Capital, plus Distributions attributable to Net Sales Proceeds, plus total Distributions required to be made to the stockholders in order to pay the Stockholders’ 8% Return from inception through the termination date less (2) any prior payment to the Advisor of a Subordinated Share of Net Sales Proceeds.
Subordinated Performance Fee Due Upon Termination. Upon termination, unless such termination is by the Company because of a material breach of this Advisory Agreement by the Advisor as a result of willful or intentional misconduct or bad faith on behalf of the Advisor, the Advisor shall be entitled to receive from the Company the Subordinated Performance Fee Due Upon Termination payable in the form of an interest bearing promissory note bearing interest at a rate of LIBOR plus 200 basis points (the “Performance Fee Note”). The Company shall repay the Performance Fee Note at such time as the Company completes the first Sale or refinancing of a Property held at the Termination Date using Cash from Sales or Cash from Financings in an amount equal to the value such Property contributed to the Performance Fee Note. If such amount is insufficient to pay the Performance Fee Note in full, then the Performance Fee Note shall be paid in part from the Cash from Sales from the first Sale or Cash from Financings from the first refinancing of a Property held at the Termination Date, and in part from the Cash from Sales from each successive Sale or Cash from Financings from each successive refinancing of Properties held at the Termination Date in an amount equal to the value such Properties contributed to the Performance Fee Note until the Performance Fee Note is repaid in full. If the Performance Fee Note has not been paid in full on the earlier of (a) the date the Common Stock is Listed, or (b) within three (3) years from the Termination Date, then the holder of the Performance Fee Note, its successors or assigns, may elect to convert the balance of the fee into Common Stock at a price per share equal to the average closing price of the shares of Common Stock over the ten (10) trading days immediately preceding the date of such election if the Common Stock is Listed at such time. If the Common Stock is not Listed within three (3) years from the Termination Date, the holder of the Performance Fee Note, its successors or assigns, may elect to convert the balance of the fee into shares of Common Stock at a price per share equal to the fair market value for such Shares as determined by the Board of Directors based upon the Appraised Value of the Properties, loans, and other investments, net of any debt thereon, on the date of election.
Subordinated Performance Fee Due Upon Termination. Subordinated Performance Fee Due Upon Termination means a fee equal to (1) 15% of the amount, if any, by which (a) the Appraised Value of the Company’s Properties at the Termination Date, less amounts of all indebtedness secured by the Company’s Properties, plus the fair market value of all other Loans and Permitted Investments of the Company at the Termination Date, less amounts of indebtedness related to such Loans and Permitted Investments, plus total Distributions (excluding any stock dividend and Distributions paid on Shares that have been redeemed by the Company) through the Termination Date exceeds (b) the sum of Invested Capital plus total Distributions required to be made to the stockholders in order to pay the Stockholders’ 8% Return from inception through the Termination Date to then existing Stockholders less (2) any prior payment to the Advisor of a Subordinated Share of Net Sales Proceeds. For the purpose of the foregoing calculations, all asset values and liabilities shall be adjusted to exclude the portion of such amounts allocable to minority interest holders not otherwise considered in the calculation in the value of Joint Ventures.
Subordinated Performance Fee Due Upon Termination. Subordinated Performance Fee Due Upon Termination means a fee equal to (1) 10% of the amount, if any, as of the Termination Date by which (a) the sum of (i) the Appraised Value of the Company's Properties; plus, without duplication (ii) the fair market value of the Company's interests in Joint Ventures; plus (iii) the fair market value of any other tangible assets of the Company; less (iv) all liabilities of the Company and the Partnership ; plus (v) total Distributions through the Termination Date; exceeds (b) the sum of Invested Capital, plus Distributions attributable to Net Sales Proceeds, plus total Distributions required to be made to the stockholders in order to pay the Stockholders' 8% Return from inception through the termination date; less (2) any prior payment to the Advisor of a Subordinated Share of Net Sales Proceeds. For the purpose of the foregoing calculations, all asset values and liabilities shall be adjusted to exclude the portion of such amounts allocable to minority interest holders not otherwise considered in the calculation of the value of Joint Ventures.
Subordinated Performance Fee Due Upon Termination. The Advisor hereby assigns its right to receive direct payment from the Company of 85% of the Subordinated Performance Fee Due Upon Termination payable pursuant to the Advisory Agreement, in whatever form payable by the Company (i.e., cash, Shares or a promissory note).
Subordinated Performance Fee Due Upon Termination. If (1) the Company terminates this Agreement for any reason other than a material breach hereof by the Advisor, (2) the Agreement is not renewed because the Company is unwilling to renew this Agreement on substantially similar terms, or (3) the Advisor terminates the Agreement because of a material breach hereof by the Company, then, subject to the limitations in Section 16(a)(ii), the Company shall pay the Subordinated Performance Fee Due Upon Termination, payable in the form of a promissory note (the “Performance Fee Note”) bearing simple interest at a rate of 5% per annum, in a principal amount equal to 10% the amount, if any, by which
Subordinated Performance Fee Due Upon Termination. If (1) the Company terminates this Agreement for any reason other than a material breach hereof by the Advisor, (2) the Agreement is not renewed because the Company is unwilling to renew this Agreement on substantially similar terms, or (3) the Advisor terminates the Agreement because of a material breach hereof by the Company, then, subject to the limitations in Section 18(a)(ii), the Company shall pay the Subordinated Performance Fee Due Upon Termination, payable in the form of an interest bearing promissory note (the “Performance Fee Note”), in a principal amount equal to the sum of:
Subordinated Performance Fee Due Upon Termination. A fee equal to (1) 15% of the amount, if any, by which (a) the Appraised Value of the Company's Properties at the Termination Date, less amounts of all indebtedness secured by the Company's Properties, plus total Distributions through the Termination Date exceeds (b) the sum of Invested Capital, plus Distributions attributable to Net Sales Proceeds, plus total Distributions required to be made to the Shareholders in order to pay the Shareholders' 7% Return from inception through the termination date less (2) any prior payment to the Advisor of a Subordinated Share of Net Sales Proceeds. Subordinated Share of Net Sales Proceeds. The Subordinated Share of Net Sales Proceeds as defined in Paragraph 8(d).
Subordinated Performance Fee Due Upon Termination. Subordinated Performance Fee Due Upon Termination means a fee equal to (1) 10% of the amount, if any, as of the Termination Date by which (a) the sum of (i) the Appraised Value of the Company's Properties; plus, without duplication (ii) the fair market value of the Company's interests in Joint Ventures; plus (iii) the fair market value of any other tangible assets of the Company; less (iv) all liabilities of the Company and the Partnership ; plus (v) total Distributions through the Termination Date; exceeds (b) the sum of Invested Capital, plus Distributions attributable to Net Sales Proceeds, plus total Distributions required to be made to the stockholders in order to pay the Stockholders' 8% Return from inception through the termination date; less (2) any prior payment to the Advisor of a Subordinated Share of Net Sales Proceeds. For the purpose of the foregoing calculations, all asset values and liabilities shall be adjusted to exclude the portion of such amounts allocable to minority interest holders not otherwise considered in the calculation of the value of Joint Ventures. Subordinated Share of Net Sales Proceeds. The Subordinated Share of Net Sales Proceeds as defined in Paragraph 8(d). Termination Date. The date of termination of the Agreement. Vacant Property. A Property that (i) for over thirty percent (30%) of its leasable square feet does not have third-party tenant leases in place; or (ii) has not collected at least seventy percent (70%) of the Property's total potential rental revenue based upon full occupancy, except if not attaining seventy percent is a result of tenant improvements, concessions or similar leasing incentives contained in leases approved by the Board for (i) the period from acquisition until the applicable measurement date, if less than six months or (ii) for the six months immediately preceding the date of measurement.
Subordinated Performance Fee Due Upon Termination. If (1) the Company terminates the Advisory Agreement for any reason (including but not limited to a material breach of the Advisor); (2) the Advisory Agreement is not renewed because the Company is unwilling to renew the Advisory Agreement on substantially similar terms; (3) CVI terminates the Advisory Agreement because of a material breach of the Advisory Agreement by the Company; (4) the Advisor terminates this Sub-Advisory Agreement for any reason other than a material breach hereof by the Sub-Advisor; or (5) the Sub-Advisor terminates this Sub-Advisory Agreement because of a material breach hereof by the Advisor, then, subject to the limitations in Section 16(a)(ii), the Advisor shall pay (to the extent the Company pays the Advisor) or shall cause the Company to pay the Subordinated Performance Fee Due Upon Termination, payable in the form of an interest bearing promissory note (the “Performance Fee Note”), in principal amount equal to sixty-six and two thirds percent (66-2/3%) of the Subordinated Performance Fee Due Upon Termination to the Advisor multiplied by a fraction, the numerator of which is the average annual return on cost of the Properties per all Sectors, and the denominator of which is the sum of the average annual returns on cost of all of the real properties held by the Company, in the form it receives.
