Common use of Dealers’ Commissions Clause in Contracts

Dealers’ Commissions. Except for discounts described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended and supplemented), the Dealer’s selling commission applicable to the public offering price of the Shares sold by the Dealer, which it is authorized to sell hereunder, is as follows: Selling Commissions Distribution Channel PrimaryOfferingShares DRP Sales through a Dealer earning transaction-based compensation 6.5% 0.0% Sales through all other distribution channels as discussed in the Prospectus 0.0% 0.0% The preceding commission (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended and supplemented by the Prospectus: Dollar Volume Shares Purchased Sales Commissions (Based on $10.00Price Per Share) Dealer Manager Fee (Based on $10.00Price Per Share) $0 to $ 1,000,000 6.5% 3.0% $1,000,001 to $ 2,000,000 5.5% 3.0% $2,000,001 to $ 3,000,000 4.5% 3.0% $3,000,001 to $ 4,000,000 3.5% 2.5% $4,000,001 to $10,000,000 2.0% 2.5% $10,000,001 and above 1.0% 2.0% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. For example, a purchase of 250,000 shares in a single transaction would result in selling commissions of $112,500 and dealer manager fees of $75,000. All selling commissions shall be based on Shares sold by Dealer and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. For these purposes, a “sale of Shares” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber, the Minimum Offering, the NY Minimum, the PA Minimum or the WA Minimum, as applicable, has been achieved, and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, upon the terms set forth herein or in the Prospectus (as amended and supplemented), the Dealer Manager may agree to reallow to any Dealer a portion of its dealer manager fee pursuant to a separate marketing fee agreement. For volume discount sales of $3,000,001 or more, the dealer manager fee is reduced as set forth above. The amount of the dealer manager fee reallowed to a Dealer in that instance will be negotiated on a transaction by transaction basis. The Dealer Manager or, in certain cases at the option of the Company, the Company, will pay or reimburse bona fide invoiced due diligence expenses of Dealer unless such payment would cause the aggregate of such reimbursements to Dealer and other broker-dealers, together with all other organization and offering expenses, to exceed 15% of the Company’s gross proceeds from the Offering. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the Offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement and that the Company is not liable or responsible for the direct payment of such commission to the Dealer.

Appears in 1 contract

Samples: Dealer Manager Agreement (KBS Strategic Opportunity REIT II, Inc.)

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Dealers’ Commissions. Except for discounts described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended and supplemented), the Dealer’s selling commission applicable to the public offering price of the Shares sold by the Dealer, which it is authorized to sell hereunder, is as follows: Selling Commissions Distribution Channel PrimaryOfferingShares Primary Offering Shares DRP Sales through a Dealer earning transaction-based compensation 6.5% 0.0% Sales through all other distribution channels as discussed in the Prospectus 0.0% 0.0% The preceding commission (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended and supplemented by the Prospectus: Dollar Volume Shares Purchased Sales Commissions (Based on $10.00Price 10.68 Price Per Share) Dealer Manager Fee (Based on $10.00Price 10.68 Price Per Share) $$ 0 to $ 999,999 6.50% 3.00% $ 1,000,000 6.5to $1,999,999 5.50% 3.03.00% $ 2,000,000 to $2,999,999 4.50% 3.00% $ 3,000,000 to $3,999,999 3.50% 2.50% $ 4,000,000 to $9,999,999 2.00% 2.50% $1,000,001 to $ 2,000,000 5.5% 3.0% $2,000,001 to $ 3,000,000 4.5% 3.0% $3,000,001 to $ 4,000,000 3.5% 2.5% $4,000,001 to $10,000,000 2.0% 2.5% $10,000,001 and above 1.01.00% 2.02.00% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.0010.68. For example, a purchase of 250,000 shares in a single transaction would result in selling commissions of $112,500 120,150 and dealer manager fees of $75,00080,100. All selling commissions shall be based on Shares sold by Dealer and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. For these purposes, a “sale of Shares” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber, the Minimum Offering, the NY Minimum, the PA Minimum or the WA Minimum, as applicable, has been achieved, subscriber and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, upon the terms set forth herein or in the Prospectus (as amended and supplemented), the Dealer Manager may agree to reallow to any Dealer a portion of its dealer manager fee pursuant to a separate marketing fee agreement. For volume discount sales of $3,000,001 3,000,000 or more, the dealer manager fee is reduced as set forth above. The amount of the dealer manager fee reallowed to a Dealer in that instance will be negotiated on a transaction by transaction basis. The Dealer Manager or, in certain cases at the option of the Company, the Company, will pay or reimburse bona fide invoiced due diligence expenses of Dealer unless such payment would cause the aggregate of such reimbursements to Dealer and other broker-dealers, together with all other organization and offering expenses, to exceed 15% of the Company’s gross proceeds from the Offering. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the Offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement and that the Company is not liable or responsible for the direct payment of such commission to the Dealer.

Appears in 1 contract

Samples: Dealer Manager Agreement (KBS Legacy Partners Apartment REIT, Inc.)

Dealers’ Commissions. Except for discounts described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended and supplemented), the Dealer’s selling commission applicable to the public offering price of the Shares sold by the Dealer, which it is authorized to sell hereunder, is as follows: Selling Commissions Distribution Channel PrimaryOfferingShares Primary Offering Shares DRP Sales through a Dealer earning transaction-based compensation 6.57.0% 0.0% Sales through all other distribution channels as discussed in the Prospectus 0.0% 0.0% The preceding commission (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended and supplemented by the Prospectus: Dollar Volume Shares Purchased Sales Commissions (Based on $10.00Price 10.00 Price Per Share) Dealer Manager Fee (Based on $10.00Price 10.00 Price Per Share) $$ 0 to $ 1,000,000 6.5999,999 7.0% 3.0% $1,000,001 $ 1,000,000 to $ 2,000,000 5.51,999,999 6.0% 3.0% $2,000,001 $ 2,000,000 to $ 3,000,000 4.52,999,999 5.0% 3.0% $3,000,001 $ 3,000,000 to $ 4,000,000 3.53,999,999 4.0% 2.5% $4,000,001 $ 4,000,000 to $10,000,000 $ 9,999,999 3.0% 2.0% 2.5% $10,000,001 $ 10,000,000 and above 1.02.0% 2.0% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. For example, a purchase of 250,000 shares in a single transaction would result in selling commissions of $112,500 125,000 and dealer manager fees of $75,000. EAST\43209550.1 8/12/10 All selling commissions shall be based on Shares sold by Dealer and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. For these purposes, a “sale of Shares” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II 2 hereof, the Company has accepted the subscription agreement of such subscriber, the Minimum Offering, the NY Minimum, the PA Minimum or the WA Minimum, as applicable, has been achieved, subscriber and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, upon the terms set forth herein or in the Prospectus (as amended and supplemented), the Dealer Manager may agree to will reallow to any Dealer a portion of its dealer manager fee pursuant equal to a separate marketing fee agreement.75% (the “Marketing Fee”) upon the terms and conditions set forth in an Appendix hereto. For volume discount sales of $3,000,001 3,000,000 or more, the dealer manager fee is reduced as set forth above. The amount of the dealer manager fee reallowed to a Dealer in that instance will be negotiated on a transaction by transaction basis. The Dealer Manager or, in certain cases at the option of the Company, the Company, will pay or reimburse bona fide invoiced due diligence expenses of Dealer unless such payment would cause the aggregate of such reimbursements to Dealer and other broker-dealers, together with all other organization and offering expenses, to exceed 15% of the Company’s gross proceeds from the Offeringoffering proceeds. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the Offering offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 6 8 of the Dealer Manager Agreement and that the Company is not liable or responsible for the direct payment of such commission to the Dealer.

Appears in 1 contract

Samples: Dealer Manager Agreement (Resource Real Estate Opportunity REIT, Inc.)

Dealers’ Commissions. Except for discounts described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended and supplemented), the Dealer’s selling commission applicable to the public offering price of the Shares sold by the Dealer, which it is authorized to sell hereunder, is as follows: Selling Commissions Distribution Channel PrimaryOfferingShares Primary Offering Shares DRP Sales through a Dealer earning transaction-based compensation 6.57.0 % 0.00.0 % Sales through all other distribution channels as discussed in the Prospectus 0.00.0 % 0.00.0 % The preceding commission (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended and supplemented by the Prospectus: Dollar Volume Shares Purchased Sales Commissions (Based on $10.00Price 10.00 Price Per Share) Dealer Manager Fee (Based on $10.00Price 10.00 Price Per Share) $$ 0 to $ 999,999 7.0 % 3.0 % $ 1,000,000 6.5to $1,999,999 6.0 % 3.03.0 % $ 2,000,000 to $2,999,999 5.0 % 3.0 % $ 3,000,000 to $3,999,999 4.0 % 2.5 % $ 4,000,000 to $9,999,999 3.0 % 2.0 % $1,000,001 to $ 2,000,000 5.5% 3.0% $2,000,001 to $ 3,000,000 4.5% 3.0% $3,000,001 to $ 4,000,000 3.5% 2.5% $4,000,001 to $10,000,000 2.0% 2.5% $10,000,001 and above 1.02.0 % 2.02.0 % The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. For example, a purchase of 250,000 shares in a single transaction would result in selling commissions of $112,500 125,000 and dealer manager fees of $75,000. All selling commissions shall be based on Shares sold by Dealer and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. For these purposes, a “sale of Shares” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II 2 hereof, the Company has accepted the subscription agreement of such subscriber, the Minimum Offering, the NY Minimum, the PA Minimum or the WA Minimum, as applicable, has been achieved, subscriber and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, upon the terms set forth herein or in the Prospectus (as amended and supplemented), the Dealer Manager may agree to will reallow to any Dealer a portion of its dealer manager fee pursuant equal to a separate marketing fee agreement.75% (the “Marketing Fee”) upon the terms and conditions set forth in an Appendix hereto. For volume discount sales of $3,000,001 3,000,000 or more, the dealer manager fee is reduced as set forth above. The amount of the dealer manager fee reallowed to a Dealer in that instance will be negotiated on a transaction by transaction basis. The Dealer Manager or, in certain cases at the option of the Company, the Company, will pay or reimburse bona fide invoiced due diligence expenses of Dealer unless such payment would cause the aggregate of such reimbursements to Dealer and other broker-dealers, together with all other organization and offering expenses, to exceed 15% of the Company’s gross proceeds from the Offeringoffering proceeds. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the Offering offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 6 8 of the Dealer Manager Agreement and that the Company is not liable or responsible for the direct payment of such commission to the Dealer.

Appears in 1 contract

Samples: Dealer Manager Agreement (Resource Real Estate Opportunity REIT, Inc.)

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Dealers’ Commissions. Except for discounts described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended and supplemented), the Dealer’s selling commission applicable to the public offering price of the Shares sold by the Dealer, which it is authorized to sell hereunder, is as follows: Selling Commissions Distribution Channel PrimaryOfferingShares DRP Sales through a Dealer earning transaction-based compensation 6.5% 0.0% Sales through all other distribution channels as discussed in the Prospectus 0.0% 0.0% The preceding commission (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended and supplemented by the Prospectus: Dollar Volume Shares Purchased Sales Commissions (Based Commissions(Based on $10.00Price 10.68Price Per Share) Dealer Manager Fee (Based on $10.00Price 10.68Price Per Share) $$ 0 to $999,999 6.50% 3.00% $ 1,000,000 6.5to $1,999,999 5.50% 3.03.00% $1,000,001 to $ 2,000,000 5.5to $2,999,999 4.50% 3.03.00% $2,000,001 to $ 3,000,000 4.5to $3,999,999 3.50% 3.02.50% $3,000,001 to $ 4,000,000 3.5% 2.5% $4,000,001 to $9,999,999 2.00% 2.50% $ 10,000,000 2.0% 2.5% $10,000,001 and above 1.01.00% 2.02.00% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.0010.68. For example, a purchase of 250,000 shares in a single transaction would result in selling commissions of $112,500 120,150 and dealer manager fees of $75,00080,100. All selling commissions shall be based on Shares sold by Dealer and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. For these purposes, a “sale of Shares” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber, the Minimum Offering, the NY Minimum, the PA Minimum or the WA Minimum, as applicable, has been achieved, subscriber and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, upon the terms set forth herein or in the Prospectus (as amended and supplemented), the Dealer Manager may agree to reallow to any Dealer a portion of its dealer manager fee pursuant to a separate marketing fee agreement. For volume discount sales of $3,000,001 3,000,000 or more, the dealer manager fee is reduced as set forth above. The amount of the dealer manager fee reallowed to a Dealer in that instance will be negotiated on a transaction by transaction basis. The Dealer Manager or, in certain cases at the option of the Company, the Company, will pay or reimburse bona fide invoiced due diligence expenses of Dealer unless such payment would cause the aggregate of such reimbursements to Dealer and other broker-dealers, together with all other organization and offering expenses, to exceed 15% of the Company’s 's gross proceeds from the Offering. The parties hereby agree that the foregoing commission is not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Shares, that Dealer’s interest in the Offering is limited to such commission from the Dealer Manager and Dealer’s indemnity referred to in Section 6 of the Dealer Manager Agreement and that the Company is not liable or responsible for the direct payment of such commission to the Dealer.

Appears in 1 contract

Samples: Dealer Manager Agreement (KBS Legacy Partners Apartment REIT, Inc.)

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