Terms and Conditions of the Reallowance of Dealer Manager Fees Sample Clauses

Terms and Conditions of the Reallowance of Dealer Manager Fees. Pursuant to Section IV of the Agreement, as marketing fees and to defray other distribution-related expenses, the Dealer Manager will reallow to Participating Broker-Dealer a portion of the Dealer Manager Fees received by the Dealer Manager equal to [_]% of the gross cash proceeds received from the sale of Class K-I Shares, Class K Shares and Class K-T Shares by Participating Broker-Dealer in the Primary Offering. Participating Broker-dealer acknowledges that no Dealer Manager Fees will be paid with respect to the sale of DRIP Shares or the sale of any shares of any class to the Advisor or its affiliates. The amount of any reallowance of Dealer Manager Fees shall be in addition to the Selling Commissions, Stockholder Servicing Fees and any other compensation provided for in Section IV of the Agreement and shall be due and payable at the same time as the Selling Commissions, as more fully described in Section V of the Agreement. Participating Dealer will provide Dealer Manager with access to Participating Broker-Dealer’s web page. Participating Broker-Dealer will also provide Dealer Manager with updated lists of Participating Broker-Dealer’s registered representatives, including names, addresses, and telephone numbers; lists of newly hired and recently terminated registered representatives; copies of Participating Broker-Dealer’s sales and market share reports; and copies of Participating Broker-Dealer’s conference calendars. Dealer Manager will have reasonable access to Participating Broker-Dealer’s registered representatives and will have the opportunity to invite registered representatives associated with Participating Broker-Dealer to educational, training, and due diligence conferences and meetings sponsored by the Dealer Manager, subject to Participating Broker-Dealer’s applicable broker-dealer compliance approval procedures.
Sample 1
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Terms and Conditions of the Reallowance of Dealer Manager Fees. Pursuant to Section IV of the Agreement, as marketing fees and to defray other distribution-related expenses, the Dealer Manager will reallow to Participating Broker-Dealer a portion of the Dealer Manager Fees received by the Dealer Manager equal to [_]% of the gross cash proceeds received from the sale of Class I Shares, Class K Shares, Class T Shares and Common Shares by Participating Broker-Dealer in the Primary Offering. Participating Broker-dealer acknowledges that no Dealer Manager Fees will be paid with respect to the sale of DRIP Shares or the sale of any Class K Shares or Common Shares to the Advisor or the Service Provider or their respective affiliates. The amount of any reallowance of Dealer Manager Fees shall be in addition to the Selling Commissions, Stockholder Servicing Fees and any other compensation provided for in Section IV of the Agreement and shall be due and payable at the same time as the Selling Commissions, as more fully described in Section V of the Agreement.
Sample 1

Related to Terms and Conditions of the Reallowance of Dealer Manager Fees

  • Representations of the Underwriters (a) Each Underwriter, severally, represents that it will not, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Act) with respect to the Notes, transfer, deposit or otherwise convey any Notes into a trust or other type of special purpose vehicle that is sponsored by such Underwriter or an Affiliate of such Underwriter and that issues securities or other instruments backed in whole or in part by, or that represents interests in, such Notes without the prior written consent of the Bank.

  • Conditions of the Underwriters’ Obligations The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof, at the time of purchase and, if applicable, at the additional time of purchase, the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

  • CONDITIONS OF OBLIGATIONS OF THE UNDERWRITERS The several obligations of the Underwriters to purchase the Firm Shares on the Closing Date and the Option Shares, if any, on the Option Closing Date are subject to the accuracy, as of the Closing Date or the Option Closing Date, as the case may be, of the representations and warranties of the Company contained herein, and to the performance by the Company of its covenants and obligations hereunder and to the following additional conditions:

  • Descriptions of the Underwriting Agreement This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • REPRESENTATIONS OF THE ADVISOR (a) The Advisor shall use its best judgment and efforts in rendering the advice and services to the Fund as contemplated by this Agreement.

  • Conditions to the Underwriters’ Obligations The obligations of the Company to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 4:00 p.m. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions:

  • Conditions to the Obligations of the Underwriters The obligations of the Underwriters to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time and the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:

  • Representations of the Adviser The Adviser represents, warrants and agrees that:

  • Conditions to the Obligations of the Underwriter The several obligations of each Underwriter named in any Terms Agreement to purchase and pay for the Certificates will be subject to the accuracy of the representations and warranties on the part of the Depositor as of the date hereof, the date of the applicable Terms Agreement and the applicable Closing Date, to the accuracy of the statements made in any officers’ certificates (each an “Officer’s Certificate”) pursuant to the provisions hereof, to the performance by the Depositor of its obligations hereunder and to the following additional conditions precedent:

  • Obligations of the Adviser and the Fund The Adviser will provide, or has provided, to the Sub-Adviser, with a copy of the Registration Statement as filed with the SEC, and of the policies and procedures adopted by the Board and/or the Adviser which the Sub-Adviser is required to implement in managing the portion of the assets of the Fund allocated to the Sub-Adviser or such other information or documents necessary for the management of the Sub-Adviser’s allocated portion of Fund assets as the Sub-Adviser shall reasonably request or as required by applicable law or regulation. Throughout the term of this Agreement, the Adviser shall continue to provide such information and documents to the Sub-Adviser, including any amendments, updates or supplements to such information or documents before or at the time the amendments, updates or supplements become effective.

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