Payments to and Duties of Adviser Upon Termination Clause Samples
This clause defines the financial obligations and responsibilities of the adviser when the advisory agreement is terminated. It typically outlines what payments are due to the adviser, such as accrued fees or expenses up to the date of termination, and may specify any final reports or deliverables the adviser must provide. By clearly stating these terms, the clause ensures both parties understand their rights and duties at the end of the relationship, minimizing disputes and facilitating a smooth transition.
Payments to and Duties of Adviser Upon Termination. (a) After the Termination Date, the Adviser shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Company or the Operating Partnership within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, subject to the 2%/25% Guidelines to the extent applicable.
(b) The Adviser shall promptly upon termination:
(i) pay over to the Company and the Operating Partnership all money collected and held for the account of the Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;
(ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board;
(iii) deliver to the Board all assets, including all Investments, and documents of the Company and the Operating Partnership then in the custody of the Adviser; and
(iv) cooperate with, and take all reasonable actions requested by, the Company and Board in making an orderly transition of the advisory function.
Payments to and Duties of Adviser Upon Termination. (i) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder, except that it shall be entitled to receive from the Corporation within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement.
(ii) The Adviser shall promptly upon termination:
(A) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board;
(B) Deliver to the Board all assets and documents of the Corporation then in custody of the Adviser; and
(C) Cooperate with the Corporation to provide an orderly management transition.
Payments to and Duties of Adviser Upon Termination. (i) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees.
(ii) The Adviser shall promptly upon termination:
Payments to and Duties of Adviser Upon Termination. (i) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder except that it shall be entitled to receive from the Company within thirty (30) days after the effective date of such termination all earned but unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, including any deferred fees. If the Company and the Adviser cannot agree on the amount of such reimbursements and fees, the parties will submit to binding arbitration.
(ii) The Adviser shall promptly upon termination:
(A) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board;
(B) Deliver to the Board all assets and documents of the Company then in custody of the Adviser; and
(C) Cooperate with the Company to provide an orderly transition of services.
Payments to and Duties of Adviser Upon Termination. (i) After the termination of this Agreement, the Adviser shall not be entitled to compensation for further services provided hereunder except that it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement. If the Company and the Adviser cannot agree on the amount of such reimbursements and fees, the parties will submit to binding arbitration.
(ii) The Adviser shall promptly upon termination:
(A) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board;
(B) Deliver to the Board all assets and documents of the Company then in custody of the Adviser; and
(C) Cooperate with the Company to provide an orderly management transition. The following provisions in this Section 9 shall apply for only so long as the shares of the Company are not listed on a national securities exchange.
Payments to and Duties of Adviser Upon Termination. (a) After the Termination Date, the Adviser shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement.
(b) The Adviser shall promptly upon termination:
(i) pay over to the Company all money collected and held for the account of the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;
(ii) deliver to the Board of Trustees a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of Trustees;
(iii) deliver to the Board of Trustees all assets, including all Investments, and documents of the Company then in the custody of the Adviser; and
(iv) cooperate with, and take all reasonable actions requested by, the Company and Board of Trustees in making an orderly transition of the advisory function.
Payments to and Duties of Adviser Upon Termination. (1) After this Agreement is terminated, the Adviser shall not be entitled to compensation for further services hereunder except it shall be entitled to and receive from the Company promptly all unpaid reimbursements of expenses 30 days after the effective date of such termination and all fees earned by the Adviser prior to termination of this Agreement.
(2) The Adviser shall promptly upon termination:
a. pay over to the Company all money collected and held for the account of the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;
b. deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board;
c. deliver to the Board all assets, including the Assets, and documents of the Company then in the custody of the Adviser; and
d. cooperate with the Company and take all reasonable actions requested by the Company to provide an orderly transition to any replacement adviser selected by the Board.
Payments to and Duties of Adviser Upon Termination. (a) After the Termination Date, the Adviser shall not be entitled to compensation for further services pursuant to this Advisory Agreement except it shall be entitled to receive from the Company within 30 days after the effective date of such termination the following:
(i) All unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable to the Adviser; and
(ii) All earned but unpaid Advisory Fees payable to the Adviser prior to the termination of this Agreement.
(b) Notwithstanding the provisions of Section 11.08(a) of this Advisery Agreement, in the event this Advisery Agreement is terminated by the Company for Cause or by the Adviser for other than Good Reason, the Adviser will not be entitled to receive the sums in subparagraphs 20(a)(i)-(vi), above. All amounts payable to the Adviser in the event of a termination shall be evidenced by a non-interest bearing promissory note (the "Note") having a principal amount of the unpaid amount payable to the Adviser.
(c) If this Agreement is terminated by the Company for any reason other than Cause, by either party in connection with a Change of Control, or by the Adviser for Good Reason, the Adviser shall be entitled to payment of the Termination Fee.
(d) The Termination Fee shall be paid in a manner determined by the Directors, but in no event shall any portion of the Termination Fee remain unpaid three years after the termination, non-renewal or substantial modification of this Agreement, nor shall the Termination Fee be paid in less than 12 equal quarterly installments, with interest, on the unpaid balance at the prime rate of interest then in effect as announced by The Bank of New York. Notwithstanding the preceding sentence, any amounts which may be deemed payable at the date the obligation to pay the Termination Fee is incurred (i) shall be an amount which provides compensation to the Adviser only for that portion of the holding period for the respective Properties during which the Adviser provided services to the Company, (ii) shall not be due and payable until the Property to which such fees relate is sold or refinanced, and (iii) shall not bear interest until the Property to which such fees relate is sold or refinanced. A portion of the Termination Fee shall be paid as each Property owned by the Company on the Termination Date is sold. The portion of the Termination Fee payable upon each such sale shall be equal to (i) the Termination Fee multiplied by (ii) the percentage...
Payments to and Duties of Adviser Upon Termination. (i) After the termination of this Agreement, the Adviser shall not be entitled to compensation or reimbursement for further services provided hereunder, except that it shall be entitled to receive from the Corporation within thirty (30) days after the effective date of such termination all unpaid reimbursements and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement.
(ii) The Adviser shall promptly upon termination:
(A) Deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board;
(B) Deliver to the Board all assets and documents of the Corporation then in custody of the Adviser; and
(C) Cooperate with the Corporation to provide an orderly management transition. The following provisions in this Section 9 shall apply for only so long as the shares of Common Stock are not listed on a national securities exchange.