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Asset Management Fees. The Company shall pay the Advisor as compensation for the services described in [Section 3.03] hereof a monthly fee (the “Asset Management Fee”) in an amount equal to one-twelfth of 0.75% of the higher of # the cost or # the value of each Property we acquire. For purposes of this Section, the cost of a Property will equal the amount actually paid or budgeted (excluding Acquisition and Advisory Fees and expenses) in respect of the purchase, construction or improvement of the Property, including the amount of any debt attributable to the asset (including debt encumbering the asset after its acquisition), the value of a Property will be the value established by the most recent independent valuation report with respect to such property, if any, without deduction for depreciation, bad debts, or other non-cash reserves. The Asset Management Fee will be based only on the portion of the cost or value attributable to the Company’s investment in an asset if the Company does not own all of the asset. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the Asset Management Fee for the applicable period. The Asset Management Fee may or may not be taken, in whole or in part, as to any year in the sole discretion of the Advisor. All or any portion of the Asset Management Fees not taken as to any fiscal year shall be deferred without interest and may be paid in such other fiscal year as the Advisor shall determine.

Asset Management Fees. The Company shall pay the Advisor or its Affiliates as compensation for the services described in [Section 3.03] hereof a monthly fee (the Asset“Asset Management Fee”Fee”) in an amount equal to one-twelfth of 0.75%1.25% of the highersum of # the costCost of Investments (or in the case of Loans, the principal amount), less any principal repaid by borrowers on Loans or #other debt-related investments (or the valueCompany’s proportionate share thereof in the case of an Investment made through a Joint Venture), as of the end of each Property we acquire. For purposes of this Section,month; provided that, if the cost of a Property will equal the amount actually paid or budgeted (excluding Acquisition and Advisory Fees and expenses) in respect of the purchase, construction or improvement of the Property, including the amount of any debt attributable to theBoard determines an estimated net asset (including debt encumbering the asset after its acquisition), the value of a Property will be the value established by the most recent independent valuation reportper share, with respect to such property, if any, without deduction for depreciation, bad debts, or other non-cash reserves. Thethe Investments included in the Board’s determination, the Asset Management Fee will be based only on the portionequal to one-twelfth of 1.25% of the cost ormost recently determined value attributable toof such Investment, as of the Company’s investment in an asset ifend of each month. For purposes of calculating the Asset Management Fee, the Cost of Investments for each Investment shall be prorated for the number of days during the applicable month that the Company does not own all of the asset.owns such Investment. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the Asset Management Fee for the applicable period.month. The Asset Management Fee shall generally be payable on the last day of the month that immediately follows the month in which such Asset Management Fee was earned, or the first business day following the last day of such month. However, payment of the Asset Management Fee may be deferred or may not be taken,waived, in whole or in part,part (or received in Shares) as to any yeartransaction in the sole discretion of the Advisor. AllAny such deferred or any portion of thewaived Asset Management Fees not taken as to any fiscal year shall be deferredpaid to the Advisor or its Affiliates without interest and may be paid inat such other fiscal yearsubsequent date as the Advisor shall determine.request.

Asset Management Fees. The Company shall pay the Advisor or its Affiliates as compensation for the services described in [Section 3.03] hereof a monthly fee (the Asset“Asset Management Fee”Fee”) in an amount equal to one-twelfth of 0.75%1.25% of the highersum of # the costCost of Investments (or in the case of Loans, the principal amount), less any principal repaid by borrowers on Loans or #other debt-related investments (or the valueCompany’s proportionate share thereof in the case of an Investment made through a Joint Venture), as of the end of each Property we acquire.month. For purposes of this Section,calculating the cost of a Property will equal the amount actually paid or budgeted (excluding Acquisition and Advisory Fees and expenses) in respect of the purchase, construction or improvement of the Property, including the amount of any debt attributable to the asset (including debt encumbering the asset after its acquisition), the value of a Property will be the value established by the most recent independent valuation report with respect to such property, if any, without deduction for depreciation, bad debts, or other non-cash reserves. The Asset Management Fee willFee, the Cost of Investments for each Investment shall be based only onprorated for the portionnumber of days during the cost or value attributable to the Company’s investment in an asset ifapplicable month that the Company does not own all of the asset.owns such Investment. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the Asset Management Fee for the applicable period.month. The Asset Management Fee shall generally be payable on the last day of the month that immediately follows the month in which such Asset Management Fee was earned, or the first business day following the last day of such month. However, payment of the Asset Management Fee may be deferred or may not be taken,waived, in whole or in part,part (or received in Shares) as to any yeartransaction in the sole discretion of the Advisor. AllAny such deferred or any portion of thewaived Asset Management Fees not taken as to any fiscal year shall be deferredpaid to the Advisor or its Affiliates without interest and may be paid inat such other fiscal yearsubsequent date as the Advisor shall determine.request.

The Advisor shall receive the Asset Management Fees. The Company shall pay the AdvisorFee as its sole compensation for services rendered pursuant to [Section 3] of this Agreement in connection with the services described in [Section 3.03] hereofmanagement of the Company's Assets. The Asset Management Fee shall be calculated and paid monthly and consists of a monthly fee (the “Asset Management Fee”) in an amount equal toof one-twelfth of 0.75% of the higher1.1% of # the cost or # the value of each Property we acquire. For purposes of this Section, the cost of a Property will equal the amount actually paid or budgeted (excluding Acquisition and Advisory Fees and expenses) in respect of the purchase, construction or improvement of the Property, including the amount of any debt attributable to the asset (including debt encumbering the asset after its acquisition), the value of a Property will be the value establishedAsset then held by the most recent independent valuation report with respect to such property, if any,Company, without deduction for depreciation, bad debts,debts or other non-cash reserves, or # the Company's proportionate share thereof in the case of an investment made through a joint venture or other co-ownership arrangement excluding (only for [clause (ii)]) debt financing on the investment. For any month in which an Asset is disposed of, the Company shall prorate the portion of the Asset Management Fee related to that specific Asset by using a numerator equal to the number of days owned during the month of disposal, divided by a denominator equal to the total number of days in such month and add the resulting amount to the fee due for such month. Following the determination of the Company's net asset value, the Asset Management Fee will be calculated based on the lower of # the aggregate of the value of the Company's Assets and # the historical cost of the Company's Assets, both without deduction for depreciation, bad debts or other non-cash reserves. The Asset Management Fee willshall be based onlypayable in arrears for each month on the portionfirst of each succeeding month; provided, however, that the costAsset Management Fee shall not exceed per annum (the "Asset Management Fee Cap") until the earlier of such time, if ever, that # the Company holds Assets with an Appraised Value equal to or value attributablein excess of or # the Company reports AFFO equal to or greater than $.3125 per share of Common Stock (an amount intended to reflect a 5% or greater annualized return on per share of Common Stock) (the "Per Share Amount") for two consecutive quarters, on a fully diluted basis. If the Company should split, combine or otherwise reclassify the Common Stock, make a dividend or other distribution in shares of Common Stock (including any dividend or other distribution of securities convertible into Common Stock), or engage in a reclassification, reorganization, recapitalization or exchange or other like change, then the Per Share Amount shall be ratably adjusted to reflect fully the effect of any such change, and thereafter all references to the Company’s investment in an asset ifPer Share Amount shall be deemed to be the Company does not own all of the asset. The Advisor shall submit a monthly invoice to the Company, accompanied by a computationPer Share Amount as so adjusted. All amounts of the Asset Management Fee for the applicable period. The Asset Management Fee may or may not be taken, in whole or in part, as to any year in the sole discretion of the Advisor. All or any portionexcess of the Asset Management Fees not taken as to any fiscal yearFee Cap (the "Subordinated Compensation") shall be deferred withoutsubordinated, and such Subordinated Compensation shall bear interest and mayat an interest rate of 3.5% per annum, which interest shall be cumulative but not compounding, and, if the conditions of the second preceding sentence are met, be paid (together with any interest thereon) in such other fiscal year as the Advisor shall determine.accordance with [Section 9(b)] of this Agreement.

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