Subordinated Participation in Net Sales Proceeds definition

Subordinated Participation in Net Sales Proceeds means a fee payable to the Advisor that shall be equal to 50% of the balance of Net Sales Proceeds, if any, remaining after the holders of Common Stock have received cumulative Dividends equal to 100% of the Invested Capital, plus an amount equal to a 10% cumulative, non-compounded per annum return on the Invested Capital, calculated on an aggregate weighted average daily basis.
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Subordinated Participation in Net Sales Proceeds means the fee payable to the Advisor pursuant to Section 10(f). “such as” shall be construed as if followed by the phrase “without limitation.”
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Examples of Subordinated Participation in Net Sales Proceeds in a sentence

  • Neither the Advisor nor any of its Affiliates can earn both the Subordinated Participation in Net Sales Proceeds and the Subordinated Incentive Listing Distribution.

  • Any portion of the Subordinated Participation in Net Sales Proceeds that the Advisor receives prior to Listing will offset the amount otherwise due pursuant to the Subordinated Incentive Listing Distribution.

  • The Subordinated Participation in Net Sales Proceeds shall be payable to the Advisor in an amount equal to 15.0% of Net Sales Proceeds remaining after the Stockholders have received Distributions equal to the sum of the Stockholders’ 6.0% Return and 100% of Invested Capital.

  • In no event will the Company pay a Subordinated Participation in Net Sales Proceeds, including any interest payable in connection with any promissory note issued by the Company in payment of the Subordinated Participation in Net Sales Proceeds, in excess of the amount that would be presumptively reasonable under Section 8.7 of the Articles of Incorporation.

  • Any Subordinated Participation in Net Sales Proceeds becoming due and payable to the Advisor or its assignees hereunder shall be reduced by the amount of any distribution made to the Advisor pursuant to the Partnership.

  • If the Advisor receives the Subordinated Fee upon Termination, the Advisor shall not be entitled to any further payment of the Subordinated Participation in Net Sales Proceeds or the Subordinated Incentive Listing Fee.

  • Any portion of the Subordinated Participation in Net Sales Proceeds that the Company shall pay to the Advisor prior to a Listing shall offset any amount of the Subordinated Incentive Listing Fee otherwise payable by the Company to the Advisor.

  • The Subordinated Participation in Net Sales Proceeds will only be paid to the Advisor if this Agreement has not been terminated by the Company or the Advisor prior to the date the Investment Liquidity Event is consummated.

  • Any Subordinated Participation in Net Sales Proceeds becoming due and payable to the Advisor or its assignees hereunder shall be reduced by the amount of any distribution made to New York Recovery Special Limited Partnership, LLC pursuant to the Operating Partnership Agreement.

Related to Subordinated Participation in Net Sales Proceeds

  • Swingline Participation Amount as defined in Section 2.7(c).

  • Subordinated Prepayment Percentage As to any Distribution Date, 100% minus the Senior Prepayment Percentage for such Distribution Date.

  • Cross-Collateralized Group Any group of Mortgage Loans that are cross-collateralized and cross-defaulted with each other; provided that a Mortgage Loan shall be part of a Cross-Collateralized Group only if and for so long as such Mortgage Loan is cross-collateralized and cross-defaulted with each other Mortgage Loan in such Cross-Collateralized Group. There are no Cross-Collateralized Groups included as assets of the Trust as of the Closing Date.

  • Subordinated Percentage As to any Distribution Date, 100% minus the Senior Percentage for such Distribution Date.

  • Aggregate Subordinated Percentage With respect to any Distribution Date, the fraction, expressed as a percentage, the numerator of which is equal to the aggregate Class Certificate Balance of the Subordinated Certificates immediately prior to such Distribution Date and the denominator of which is the aggregate Stated Principal Balance of all the Mortgage Loans as of the Due Date in the month preceding the month of such Distribution Date (after giving effect to Principal Prepayments received in the Prepayment Period related to that prior Due Date).

  • Contribution Indebtedness means Indebtedness or Disqualified Stock of the Company or any Restricted Subsidiary in an aggregate principal amount not greater than the aggregate amount of cash contributions (other than the proceeds from the issuance of Disqualified Stock or any cash contribution by an Issuer or a Restricted Subsidiary) made to the capital of the Company or a Restricted Subsidiary after the Issue Date (whether through the issuance of Capital Stock or otherwise); provided that such Contribution Indebtedness is incurred within 180 days after the making of the related cash contribution.

  • Swing Line Participation Amount as defined in Section 2.7(c).

  • Participation Amount as defined in Section 3.4(b).

  • Net Liquidation Proceeds After Debt Service means, with respect to any Liquidation Event, all amounts paid to or received by or on behalf of Borrower, Senior Mezzanine Borrower or Mortgage Borrower in connection with such Liquidation Event, including, without limitation, proceeds of any sale, refinancing or other disposition or liquidation, less (a) Lender’s, Senior Mezzanine Lender’s and/or Mortgage Lender’s reasonable costs incurred in connection with the recovery thereof, (b) amounts required or permitted to be deducted therefrom and amounts paid pursuant to the Mortgage Loan Documents and Senior Mezzanine Loan Documents to Mortgage Lender and/or Senior Mezzanine Lender (as applicable), (c) in the case of a foreclosure sale, disposition or Transfer of any Individual Property in connection with realization thereon following a Mortgage Loan Event of Default, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions), (d) in the case of a foreclosure sale, disposition or Transfer of any Senior Mezzanine Collateral in connection with realization thereon following a Senior Mezzanine Loan Default under any Senior Mezzanine Loan Documents, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions), (e) in the case of a foreclosure sale, such costs and expenses incurred by Mortgage Lender under the Mortgage Loan Documents as Mortgage Lender shall be entitled to receive reimbursement for under the terms of the Mortgage Loan Documents, (f) in the case of a foreclosure sale, such costs and expenses incurred by Senior Mezzanine Lender under the Senior Mezzanine Loan Documents as Senior Mezzanine Lender shall be entitled to receive reimbursement for under the terms of the Senior Mezzanine Loan Documents, (g) in the case of a refinancing of the Mortgage Loan and/or Senior Mezzanine Loan, such costs and expenses (including attorneys’ fees) of such refinancing as shall be reasonably approved by Mortgage Lender and/or Senior Mezzanine Lender, as the case may be, and (h) the amount of any prepayments required pursuant to the Mortgage Loan Documents, Senior Mezzanine Loan Documents, and/or the Loan Documents, in connection with any such Liquidation Event.

  • Excess Cash Flow Percentage 50%; provided that the Excess Cash Flow Percentage shall be reduced to (a) 25% if the Consolidated Total Leverage Ratio as of the last day of the relevant fiscal year is not greater than 3.75 to 1.00 and (b) to 0% if the Consolidated Total Leverage Ratio as of the last day of the relevant fiscal year is not greater than 2.25 to 1.00.

  • Permitted Amount means, on any date, an amount equal to 3.5 times Adjusted EBITDA as of the most recent fiscal quarter for which financial statements of the Company are internally available immediately preceding such date.

  • Participation Percentage means the rounded percentage of the total actual Project costs that will be contributed by the OPWC, not to exceed the maximum dollar contribution of the OPWC identified in this Project Agreement, and the rounded percentage of the total actual Project costs that will be contributed by the Recipient. Both percentages are identified in Appendix B. If the total actual Project costs exceed the estimated Project costs identified in Appendix B, the Local Subdivision Participation Percentage will increase to reflect the cost overrun, while the OPWC percentage contribution will decrease recognizing that there is a maximum dollar contribution from the OPWC which is identified in this Project Agreement.

  • Net Liquidation Proceeds With respect to any Liquidated Mortgage Loan or any other disposition of related Mortgaged Property (including REO Property) the related Liquidation Proceeds net of Advances, Servicing Advances, Servicing Fees and any other accrued and unpaid servicing fees received and retained in connection with the liquidation of such Mortgage Loan or Mortgaged Property.

  • Excess Liquidation Proceeds With respect to any Distribution Date, the excess, if any, of aggregate Liquidation Proceeds received during the Prior Period over the amount that would have been received if Payoffs had been made with respect to such Mortgage Loans on the date such Liquidation Proceeds were received.

  • Net Liquidation Percentage means the percentage of the book value of Borrowers’ Inventory that is estimated to be recoverable in an orderly liquidation of such Inventory net of all associated costs and expenses of such liquidation, such percentage to be as determined from time to time by an appraisal company selected by Agent.

  • Available Subordinated Amount if there is a Subordinate Class with respect to Class A, shall mean, on a Distribution Date, the sum of

  • Subordination Percentage With respect to each class of Class A Certificates and Class M Certificates, the respective approximate percentage set forth in the table below: Class Percentage (1) Percentage (2) A 73.250% 78.600% M-1 81.625% 85.300% M-2 88.125% 90.500% M-3 91.500% 93.200% M-4 92.750% 94.200% M-5 94.125% 95.300%

  • Undercollateralized Group As defined in Section 4.03.

  • Original Subordinated Percentage The Subordinated Percentage as of the Cut-Off Date, as set forth in Section 11.07.

  • Net Asset Sale Proceeds means, with respect to any Asset Sale, an amount equal to (a) the sum of Cash payments and Cash Equivalents received by the Obligors from such Asset Sale (including any Cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received), minus (b) any costs, fees, commissions, premiums and expenses actually incurred by any Obligor directly incidental to such Asset Sale and payable in cash to a Person that is not an Affiliate of any Obligor (or if payable to an Affiliate, only to the extent such expenses are reasonable and customary), including reasonable legal fees and expenses, minus (c) all taxes paid or reasonably estimated to be payable by any Obligor (other than any income tax) as a result of such Asset Sale (after taking into account any applicable tax credits or deductions that are reasonably expected to be available), minus (d) reserves for indemnification, purchase price adjustments or analogous arrangements reasonably estimated by the Borrower or the relevant Subsidiary in connection with such Asset Sale; provided that (i) such reserved amount shall not be included in the Borrowing Base and (ii) if the amount of any estimated reserves pursuant to this clause (d) exceeds the amount actually required to be paid in cash in respect of indemnification, purchase price adjustments or analogous arrangements for such Asset Sale, the aggregate amount of such excess shall constitute Net Asset Sale Proceeds (as of the date the Borrower determines such excess exists), minus (e) payments of unassumed liabilities relating to the assets sold or otherwise disposed of at the time, or within 30 days after, the date of such Asset Sale.

  • Prepayment Distribution Percentage With respect to any Distribution Date and each Class of Subordinate Certificates, under the applicable circumstances set forth below, the respective percentages set forth below:

  • Participation Percentages means the percentage of the total actual project costs that will be contributed by the OPWC, not to exceed the maximum dollar contribution of the OPWC identified in this Project Agreement, and the percentage of the total actual project costs that will be contributed by the Recipient. Both of the percentages are identified in Appendix D. In the event that the total actual project costs exceed the estimated project costs identified in Appendix D, the Local Subdivision Participation Percentage will increase to reflect the cost overrun, while the OPWC percentage contribution will decrease recognizing that there is a maximum dollar contribution from the OPWC which is identified in this Project Agreement.

  • Excess Liquidation Proceeds Reserve Account The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.05(c) of this Agreement in trust for the Certificateholders, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage Trust 2019-C7, Commercial Mortgage Pass-Through Certificates, Series 2019-C7, Excess Liquidation Proceeds Reserve Account.” Any such account shall be an Eligible Account.

  • Reallocated Investor Finance Charge Collections means that portion of Group I Investor Finance Charge Collections allocated to Series 1997-1 pursuant to Section 4.10.

  • Participation Interest means the Extension of Credit by a Lender by way of a purchase of a participation in Letters of Credit or LOC Obligations as provided in Section 2.2 or in any Loans as provided in Section 3.8.