Clarion Commercial Holdings Inc Sample Contracts

Clarion Commercial Holdings Inc – PURCHASE AND SALE AGREEMENT (August 14th, 1998)

PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement"), made as of May 28, 1998, by and between CCHI LIMITED PARTNERSHIP, a Delaware limited partnership having an address of 335 Madison Avenue, New York, New York ("Purchaser"), and MONROE INVESTMENT CORP., a Maryland corporation having an address of 335 Madison Avenue, New York, New York ( "Seller"). W I T N E S S E T H : WHEREAS, Seller is the owner of that certain first mortgage loan secured by the OMNI Hotel in Newport News, Virginia (the "Mortgage Loan") and a 20% preferred limited partnership interest in the owner of the Allwood Brighton Office Center in Clifton, Passaic, New Jersey (the "Mezzanine Investment"; and, collectively with the Mortgage Loan, the "Initial Investments"), each as further described on Schedule 1 and Schedule 2 hereof, respectively; WHEREAS, Seller desires to sell, and Purchaser desi

Clarion Commercial Holdings Inc – PURCHASE AND SALE AGREEMENT (August 14th, 1998)

PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement"), made as of May 28, 1998, by and between CCHI LIMITED PARTNERSHIP, a Delaware limited partnership having an address of 335 Madison Avenue, New York, New York ("Purchaser"), and GRAMON FUND (BVI), L.P. a British Virgin Islands limited partnership having an address of 335 Madison Avenue, New York, New York ( "Seller"). W I T N E S S E T H : WHEREAS, Seller is the owner of those portions of certain classes of commercial mortgage backed securities described in the twelfth column of Table I hereof (the "Initial Investments"); WHEREAS, Seller desires to sell, and Purchaser desires to purchase, all of Seller's' right, title and interest in the Initial Investments. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereb

Clarion Commercial Holdings Inc – CLARION CAPITAL SUB-ADVISORY AGREEMENT (May 22nd, 1998)

Exhibit 10.2 CLARION CAPITAL SUB-ADVISORY AGREEMENT THIS AGREEMENT (the "Agreement") dated as of January 1, 1998, is made by and between Clarion Capital, LLC ("Capital") and Clarion Partners, LLC ("Partners"). WHEREAS, Capital has been organized to provide fixed income investment management services, specializing in publicly-traded commercial mortgage backed securities ("CMBS") and other forms of publicly-traded asset backed securities ("ABS"), to develop investment strategies for its funds and clients, and to make certain permitted investments in various assets as further set forth in Capital's Limited Liability Company Agreement, dated as of the date hereof, as it may hereafter be amended from time to time ("Capital's Operating Agreement"); and WHEREAS, Capital desires to retain Partners, and Affiliates of Partners, to provide certain investment advisory, consulting and m

Clarion Commercial Holdings Inc – 1998 STOCK INCENTIVE PLAN (May 15th, 1998)

Exhibit 10.4 CLARION COMMERCIAL HOLDINGS, INC. 1998 STOCK INCENTIVE PLAN CLARION COMMERCIAL HOLDINGS, INC. 1998 STOCK INCENTIVE PLAN 1. Purposes The purposes of the Plan are to (a) promote the long-term success of the Company and to increase stockholder value by providing Eligible Individuals, with incentives to contribute to the long-term growth and profitability of the Company; (b) reward Eligible Individuals for contributing to the success of the Company; and (c) assist the Company in attracting, retaining and motivating highly qualified individuals. The Plan permits the Committee to make Awards which constitute "qualified performance-based compensation" for purposes of Section 162(m) of the C

Clarion Commercial Holdings Inc – MANAGEMENT AGREEMENT (May 15th, 1998)

Exhibit 10-1 MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT, dated as of May __, 1998, by and between CLARION COMMERCIAL HOLDINGS, INC., a Maryland corporation (the "Company"), and CLARION CAPITAL, LLC, a New York limited liability company (the "Manager"). W I T N E S S E T H: WHEREAS, the Company is engaged in the business of investing in commercial mortgage-backed securities, commercial mortgage loans, mezzanine investments and other real estate related investments and has elected to be taxed as a real estate investment trust (a "REIT") under the Internal Revenue Code of 1986, as amended (the "Code"); and WHEREAS, the Company desires to retain the Manager to manage the investments and day-to-day operations of the Company and to perform administrative services for the Company in the manner and on the terms set f

Clarion Commercial Holdings Inc – EMPLOYMENT AGREEMENT (May 15th, 1998)

Exhibit 10.3 EMPLOYMENT AGREEMENT AGREEMENT dated as of January 1, 1998, between Daniel S. Heflin, residing at 145 West 67th Street, Apartment 41J, New York, New York 10023("Executive") and Clarion Capital, LLC, a New York limited liability company having its principal office at 335 Madison Avenue, New York, New York 10017 (the "Company"). RECITALS WHEREAS: A. Executive or an entity which Executive controls and in which at least a ninety-nine percent (99%) equity interest is owned by Executive and Clarion Partners, LLC ("Clarion; Clarion and Executive are sometimes referred to herein individually as a "Member", and collectively the "Members") have jointly formed the Company to provide cer