Placement Agent and other Selling Commissions Clause Samples

The "Placement Agent and other Selling Commissions" clause defines the terms under which commissions or fees are paid to placement agents or other parties involved in selling securities. Typically, this clause outlines the percentage or amount of commission, the timing of payments, and the parties responsible for payment. For example, it may specify that a placement agent receives a set percentage of funds raised in a private offering. The core function of this clause is to ensure transparency and agreement regarding compensation for intermediaries, thereby preventing disputes and clarifying financial obligations in the transaction.
Placement Agent and other Selling Commissions. (a) The Fund shall pay out of Fund Property to Ridgewood Securities Corporation or to any broker-dealer who effects the sale of one or more whole or fractional Shares, cash selling commissions in an aggregate amount equal to 8% of the base amount of each Capital Contribution. The base amounts are computed at the rate of $150,000 of Capital Contributions per Investor Share, without considering any discounts or waivers of fees. For serving as Placement Agent, Ridgewood Securities Corporation shall in addition be entitled to receive out of Fund Property a fee in an amount equal to 1% of each Capital Contribution. Such commissions payable on each Capital Contribution in respect of sales of Shares prior to the Termination Date and shall be due and payable promptly after the latest to occur of (i) acceptance by the Fund of an Investor's subscription, (ii) the Escrow Date, or (iii) the receipt by the Fund of the Investor's Capital Contribution. Except as set forth in this Section 9.2(a), the Placement Agent is not entitled to any other fee or reimbursement from the Fund. (b) Ridgewood may pay additional compensation to registered broker-dealers assisting in the sale of Investor Shares out of its own funds, including a portion of the cash otherwise distributable to the Manager hereunder or the fees payable to it by the Fund. In addition, Ridgewood, in its sole discretion, may waive or pay over to certain Investors a portion of distributions or fees from the Fund otherwise payable to it.
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Placement Agent and other Selling Commissions. (a) The Fund shall pay out of Fund Assets to Ridgewood Securities Corporation or to any broker-dealer who effects the sale of one or more whole or fractional Shares, cash selling commission in the aggregate amount equal to 8% of the base amount of each Capital Contribution. The base amounts are computed at the rate of $200,000 of Capital Contributions per Share. For serving as Placement Agent, Ridgewood Securities Corporation shall in addition be entitled to receive out of Fund Assets a fee in the amount equal to 1% of each Capital Contribution. Such commissions shall be payable on the Effective Date as to the Shares purchased through that date and on each date thereafter on which the Fund receives and collects full payment for additional accepted subscriptions for Shares. (b) Ridgewood may pay additional compensation to registered broker-dealers assisting in the sale of shares out if its own funds, including a portion of the cash otherwise distributable to it hereunder or the fees payable to it by the Fund hereunder. In addition, Ridgewood, in its sole discretion, may waive or pay over to certain Investors a portion of distributions of fees the Fund would otherwise pay to Ridgewood.
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Related to Placement Agent and other Selling Commissions

  • Administrative and Other Services (a) Subadviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset values and shareholder accounting services). (b) Subadviser will maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the rules thereunder. Subadviser agrees that such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Manager shall be granted reasonable access to the records and documents in Subadviser’s possession relating to the Funds. (c) Subadviser shall provide such information as is necessary to enable Manager to prepare and update the Trust’s registration statement (and any supplement thereto) and the Fund’s financial statements. Subadviser understands that the Trust and Manager will rely on such information in the preparation of the Trust’s registration statement and the Fund’s financial statements, and hereby covenants that any such information approved by Subadviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects. (d) Subadviser will vote the Fund’s investment securities in the manner in which Subadviser believes to be in the best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees.

  • Commissions and Other Charges (a) The Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender and the L/C Participants, a letter of credit commission with respect to each Letter of Credit in an amount equal to the face amount of such Letter of Credit multiplied by the Applicable Margin with respect to Revolving Credit Loans which are LIBOR Rate Loans (determined on a per annum basis). Such commission shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Revolving Credit Maturity Date. The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the L/C Participants all commissions received pursuant to this Section 3.3(a) in accordance with their respective Revolving Credit Commitment Percentages. (b) In addition to the foregoing commission, the Borrower shall pay the Issuing Lender an issuance fee with respect to each Letter of Credit in an amount equal to the face amount of such Letter of Credit multiplied by one hundred twenty-five hundredths percent (0.125%) per annum. Such issuance fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Revolving Credit Maturity Date. (c) In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit.

  • Fees, Commissions and Other Charges (i) The Borrower shall pay to the Administrative Agent, for the account of the L/C Participants in accordance with their respective Revolving Percentages, a Letter of Credit participation fee with respect to their participations in each Letter of Credit, which shall accrue at the rate per annum equal to the Applicable Rate for Eurodollar Rate Loans then in effect, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit for each day during the period from the last L/C Fee Payment Date (or, if later, the date of issuance of such Letter of Credit) to the date on which such payment is due hereunder. The Borrower shall pay to the Administrative Agent, for the account of the relevant Issuing Bank, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate per annum equal to 0.20%, calculated on the basis of a 365- (or 366-, as the case may be) day year, on the aggregate amount available to be drawn under such Letter of Credit issued by such Issuing Bank for each day during the period from the last L/C Fee Payment Date to the date upon which such payment is due hereunder. Such Letter of Credit participation fees and fronting fees shall be payable in arrears on each L/C Fee Payment Date and shall be nonrefundable. (ii) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Bank for such normal and customary costs and reasonable expenses as are incurred or charged by such Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (iii) The Administrative Agent shall, promptly following its receipt thereof, distribute to the relevant Issuing Bank and the L/C Participants all fees received by the Administrative Agent for their respective accounts pursuant to this Section 2.5(c).

  • Concerning the Warrant Agent and Other Matters 8.1. Any instructions given to the Warrant Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed in writing by the Company as soon as practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation received in accordance with this Section 8.1. (a) Whether or not any Warrants are exercised, for the Warrant Agent’s services as agent for the Company hereunder, the Company shall pay to the Warrant Agent such fees as may be separately agreed between the Company and Warrant Agent and the Warrant Agent’s out of pocket expenses in connection with this Warrant Agreement, including, without limitation, the fees and expenses of the Warrant Agent’s counsel. While the Warrant Agent endeavors to maintain out-of-pocket charges (both internal and external) at competitive rates, these charges may not reflect actual out-of-pocket costs, and may include handling charges to cover internal processing and use of the Warrant Agent’s billing systems. (b) All amounts owed by the Company to the Warrant Agent under this Warrant Agreement are due within 30 days of the invoice date. Delinquent payments are subject to a late payment charge of one and one-half percent (1.5%) per month commencing 45 days from the invoice date. The Company agrees to reimburse the Warrant Agent for any attorney’s fees and any other costs associated with collecting delinquent payments. (c) No provision of this Warrant Agreement shall require Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under this Warrant Agreement or in the exercise of its rights.

  • Utilities and Other Services 4.4.1 The Tenant shall arrange, at its own cost and expense, for the installation, connection and supply of all utilities and any other services required by it at or in relation to the Premises. 4.4.2 The Tenant shall pay to the suppliers, and indemnify the Landlord against, all charges for the installation, connection and supply of all utilities and any other services consumed or used at or in relation to the Premises and the Tenant shall comply with the requirements and regulations of the respective suppliers. 4.4.3 For the purposes of this Clause 4.4, the term “utilities” shall include water, electricity, telecommunications network, gas and any water-borne sewerage systems. Tenant to initial