Class T Units Sample Clauses

Class T Units. Class S Units, Class S-1 Units, Class D Units, Class D-1 Units and Class I Units 12 4.3. Additional Capital Contributions and Issuances of Additional Partnership Interests 13 4.4. Additional Funding 15 4.5. Capital Accounts 16 4.6. Percentage Interests 16 4.7. No Interest on Contributions 16 4.8. Return of Capital Contributions 16 4.9. No Third Party Beneficiary 16 ARTICLE 5 PROFITS AND LOSSES; DISTRIBUTIONS 17 5.1. Allocation of Profit and Loss 17 5.2. Distribution of Cash 20 5.3. REIT Distribution Requirements 22 5.4. No Right to Distributions in Kind 22 5.5. Limitations on Return of Capital Contributions 22 5.6. Distributions Upon Liquidation 22 5.7. Substantial Economic Effect 22 5.8. Reinvestment 23 ARTICLE 6 RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER 24 6.1. Management of the Partnership 24 6.2. Delegation of Authority 26 6.3. Indemnification and Exculpation of Indemnitees 27 6.4. Liability and Obligations of the General Partner 28 6.5. Reimbursement of General Partner 29 6.6. Outside Activities 29 6.7. Transactions With Affiliates 29 6.8. Title to Partnership Assets 30 6.9. Repurchases and Exchanges of REIT Shares 30 6.10. No Duplication of Fees or Expenses 30 ARTICLE 7 CHANGES IN GENERAL PARTNER 31 7.1. Transfer of the General Partner’s Partnership Interest 31 7.2. Admission of a Substitute or Additional General Partner 32 7.3. Effect of Bankruptcy, Withdrawal, Death or Dissolution of the sole remaining General Partner 32 7.4. Removal of a General Partner 33 ARTICLE 8 RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS 34 8.1. Management of the Partnership 34 8.2. Power of Attorney 34 8.3. Limitation on Liability of Limited Partners 34 8.4. Ownership by Limited Partner of Corporate General Partner or Affiliate 34 8.5. Redemption Right 34 ARTICLE 9 TRANSFERS OF LIMITED PARTNERSHIP INTERESTS 37 9.1. Purchase for Investment 37 9.2. Restrictions on Transfer of Limited Partnership Interests 37 9.3. Admission of Substitute Limited Partner 38 9.4. Rights of Assignees of Partnership Interests 39 9.5. Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner 39 9.6. Joint Ownership of Interests 40 ARTICLE 10 BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS 40 10.1. Books and Records 40 10.2. Custody of Partnership Funds; Bank Accounts 40 10.3. Fiscal and Taxable Year 40 10.4. Annual Tax Information and Report 40 10.5. Partnership Representative; Tax Elections; Special Basis Adjustments 41 10.6. Reports to Limited Partners 41 ARTICLE 11 A...
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Class T Units. Each Class T Unit held by a Limited Partner which it received in connection with a DST Acquisition shall automatically, and without any action on the part of the Limited Partner, convert into a number of Class I Units (including fractional Class I Units) equal to the Class T Conversion Rate at the end of the month in which the Dealer Manager and/or the General Partner, in conjunction with the Partnership’s transfer agent, determines that the aggregate Distribution Fees paid with respect to such Class T Units in connection with such DST Acquisition would equal or exceed, in the aggregate, 8.75% (or a lower a limit agreed upon in the applicable selling agreement between the Dealer Manager and the participating broker-dealer that sold the Class T Units) of the value of the Limited Partner’s Class T Units received by the Limited Partner at the closing of the applicable DST Acquisition, as recorded on the Operating Partnership’s books and records.
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Class T Units. Each Class T Unit held by a Limited Partner which it received in connection with the exercise of any FMV Purchase Option shall automatically, and without any action on the part of the Limited Partner, convert into a number of Class I Units (including fractional Class I Units) equal to the Class T Conversion Rate at the end of the month in which the Dealer Manager and/or the General Partner, in conjunction with the Partnership’s transfer agent, determines that the aggregate DST Up-Front Commissions and Distribution Fees paid with respect to such Class T Units and the DST Interests exchanged for such Class T Units in connection with the exercise of such FMV Purchase Option would equal or exceed, in the aggregate, 8.75% (or a lower a limit agreed upon in the applicable selling agreement between the Dealer Manager and the participating broker-dealer that sold the DST Interests that were exchanged for such Class T Units) of the cash purchase price paid for such DST Interests.
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Class T Units. Each Class T Unit held by a Limited Partner which it received in connection with a DST Acquisition shall automatically, and without any action on the part of the Limited Partner, convert into a number of Class I Units (including fractional Class I Units) equal to the Class T Conversion Rate at the end of the month in which the Dealer Manager and/or the General Partner, in conjunction with the Partnership’s transfer agent, determines that the aggregate DST Acquisition Distribution Fees paid with respect to such Class T Units in connection with such DST Acquisition would equal or exceed, in the aggregate, 8.75% (or a lower a limit agreed upon in the applicable selling agreement between the Dealer Manager and the participating broker-dealer that sold the Class T Units) of the value of the Limited Partner’s Class T Units received by the Limited Partner at the closing of the applicable DST Acquisition, as recorded on the Operating Partnership’s books and records.
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Related to Class T Units

  • Class B Shares (i) In consideration of the Underwriter's services as principal underwriter of the Fund's Class B shares pursuant to this Agreement and in accordance with the provisions of the Fund's Amended and Restated Distribution and Service Plan (the "Class B Plan") in respect of such shares the Fund agrees: (I) to pay to the Underwriter or, at the Underwriter's direction, to a third party, monthly in arrears on or prior to the 5th business day of the following calendar month (A) a service fee (the "Service Fee") equal to 0.25 of 1% per annum of the average daily net asset value of the Class B shares of the Fund outstanding from time to time, and (B) the Underwriter's "Allocable Portion" (as hereinafter defined) of a fee (the "Distribution Fee") equal to 0.75 of 1% per annum of the average daily net asset value of the Class B shares of the Fund outstanding from time to time, and (II) to withhold from redemption proceeds in respect of Class B shares of the Fund the Underwriter's Allocable Portion of the Contingent Deferred Sales Charges ("CDSCs") payable in respect of such redemption as provided in the Prospectus of the Fund and to pay the same over to the Underwriter or, at the Underwriter's direction, to a third party, at the time the redemption proceeds in respect of such redemption are payable to the holder of the Class B shares redeemed. (ii) The Underwriter will be deemed to have performed all services required to be performed in order to be entitled to receive its Allocable Portion of the Distribution Fee payable in respect of the Class B shares of the Fund upon the settlement date of each sale of a "Commission Share" (as defined in the Allocation Schedule attached hereto as Schedule A) of the Fund taken into account in determining the Underwriter's Allocable Portion of such Distribution Fees. (iii) Notwithstanding anything to the contrary set forth in this Agreement of (to the extent waiver thereof is permitted thereby) applicable law, the Fund's obligation to pay the Underwriter's Allocable Portion of the Distribution Fees payable in respect to the Class B shares of the Fund shall not be terminated or modified for any reason (including a termination of this Agreement) except to the extent required by a change in the 1940 Act, the rules thereunder or the Conduct Rules of the NASD, in each case enacted or promulgated after December 29, 1997, or in connection with a "Complete Termination" (as hereinafter defined) of the Class B Plan. (iv) of the Class B shares of the Fund, except as provided in the Fund's Prospectus or statement of additional information as in effect as of the date hereof, without the consent of the Underwriter and the permitted assigns of all or any portion of its rights to its Allocable Portion of the CDSCs. (v) Notwithstanding anything to the contrary in this Agreement, neither the termination of the Underwriter's role as principal distributor of the Class B shares of the Fund, nor the termination of this Agreement nor the termination of the Class B Plan will terminate the Underwriter's right to its Allocable Portion of the CDSCs in respect of the Class B shares of the Fund. (vi) Notwithstanding anything to the contrary in this Agreement, the Underwriter may assign, sell or pledge (collectively, "Transfer") its rights to the Service Fees and its Allocable Portion of the Distribution Fees and CDSCs (but not its obligations to the Fund under this Agreement) to raise funds to make the expenditures related to the distribution of Class B shares of the Fund and in connection therewith, upon receipt of notice of such Transfer, the Fund shall pay, or cause to be paid, to the assignee, purchaser or pledgee (collectively with their subsequent transferees, "Transferees") such portion of the Underwriter's Service Fees, Allocable Portion of the Distribution Fees and CDSCs in respect of the Class B shares of the Fund so Transferred. Except as provided in (iii) above and notwithstanding anything to the contrary set forth elsewhere in this Agreement, to the extent the Underwriter has Transferred its rights thereto to raise funds as aforesaid, the Fund's obligation to pay the Underwriter's Allocable Portion of the Distribution Fees and CDSCs payable in respect of the Class B shares of the Fund shall be absolute and unconditional and shall not be subject to dispute, offset, counterclaim or any defense whatsoever, at law or equity, including, without limitation, any of the foregoing based on the insolvency or bankruptcy of the Underwriter other than the Underwriter's right to the Distribution Fees and CDSCs in respect of the Class B shares of the Fund, which have been so transferred in connection with such Transfer). The Fund agrees that each such Transferee is a third party beneficiary of the provisions of this clause (vi) but only insofar as those provisions relate to Distribution Fees and CDSCs transferred to such Transferee. (vii) Distribution Fees and CDSCs payable in respect of the Class B shares of the Fund shall mean the portion of such Distribution Fees and CDSCs allocated to the Underwriter in accordance with the Allocation Schedule attached hereto as Schedule A. (viii) For purposes of this Agreement, the term "Complete Termination" of the Plan in respect of the Fund means a termination of the Class B Plan involving the complete cessation of the payment of Distribution Fees in respect of all Class B shares of the Fund, and the termination of the Class B Plan and the complete cessation of the payment of distribution fees pursuant to any other distribution Plan pursuant to Rule 12b-1 under the 1940 Act in respect of the Class B shares of the Fund and any successor fund or any fund acquiring a substantial portion of the assets of the Fund and for every future class of shares which has substantially similar characteristics to the Class B shares of the Fund taking into account the manner of payment and amount of sales charge, CDSC or other similar charges borne directly or indirectly by the holders of such shares.