Certain Payments to the General Partners and Others. (a) In consideration of the services which have been rendered under the Development Services Agreement (1993), the Partnership has issued the Development Services Agreement (1993) Note to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), but prior to any payments under any of the other Service Notes. (b) In consideration of the consultation, advice and other services, guarantees and personal liabilities in connection with the construction and development of the Apartment Complex as provided in the Development Services Agreement (1995), the Partnership has issued the Development Services Agreement (1995) Note to SHLP. The amount of such Note shall be paid from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note and the Construction Contract Note (if issued) have been paid in full, but prior to any payments under the Management Services Agreement Notes. (c) The Partnership shall pay to BCCLP or an Affiliate thereof a fee (the "Asset Management Fee") commencing in 1996 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partners and assisting with the preparation of tax returns and the reports required by Section 12.7 in the amount of $12,500 per calendar year. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided, however, that if in any calendar year commencing with 1996, Cash Flow is insufficient to pay the full amount of the Asset Management Fee and the General Partners either have not provided or are not obligated to provide, funds under Section 6.10 for the payment of such Fee, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the Asset Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366. (d) In consideration for the services of constructing and equipping the buildings and other improvements comprising the Apartment Complex, the Partnership shall pay to SHLP a total fixed price equal to (a) $6,757,536, minus (b) all costs incurred by the Partnership prior to January 1, 1996, in obtaining the Permanent Mortgage, any limited partner's capital contribution, Cost Certification and the reservation and allocation of a housing credit dollar amount for the Apartment Complex from the Authority or in obtaining start-up legal or accounting services the costs of which are amortizable under Code Section 195, or in acquiring, constructing and developing the Apartment Complex (including, but not limited to, the costs of acquiring the land included in the Apartment Complex, and all Construction Mortgage costs and interest and all real property taxes attributable to the construction period of any building in the Apartment Complex), but not including any fees payable under the Development Services Agreement (1993), the Development Services Agreement (1995), or the Management Services Agreement. SHLP shall be required to pay all costs of constructing the Apartment Complex (other than costs incurred by the Partnership which offset the price payable to SHLP under the Construction Contract). Under the circumstances set forth in the Construction Contract, a portion of the price under such contract shall be paid by the issuance of the Construction Contract Note from the Partnership to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from capital contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note has been paid in full, but prior to any payments under the Development Services Agreement (1995) Note or the Management Services Agreement Notes. The balance of the price under the Construction Contract (meaning the portion not paid by issuance of the Construction Contract Note) shall be paid by the Partnership from the proceeds of the Construction or Permanent Mortgage or the Capital Contributions of the Investment Limited Partners. (e) In consideration for the services described in the Management Services Agreement, the Partnership has issued certain of the Management Services Agreement Notes to SHLP and shall issue the remainder of such Notes to SHLP as and when provided for under such Agreement. The amount of such Notes shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after all the other Service Notes have been paid in full. (f) In consideration of the services of the General Partner in managing the day-to-day business and affairs of the Partnership after the completion of construction of the Apartment Complex, the Partnership shall pay to the General Partner an annual fee (the "Partnership Management Fee") commencing in 1996 in the amount of up to $12,500, payable from Cash Flow in the manner and priority set forth in Section 10.2(a). The Partnership Management Fee shall be cumulative so that if there is not sufficient Cash Flow in any year to pay the amount of the Partnership Management Fee specified in Section 10.2(a), clause Seventh, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year or years in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the partnership Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp), Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Certain Payments to the General Partners and Others. (a) In consideration The Partnership shall pay to the General Partners, or their designee, a non-cumulative fee (the "Annual Partnership Management Fee") commencing in 1998 for services in connection with the administration of the services which have been rendered under the Development Services Agreement (1993), day to day business of the Partnership has issued the Development Services Agreement (1993) Note to SHLPin an annual amount of $3,000. The amount Annual Partnership Management Fee for each fiscal year of such Note the Partnership shall be paid by the Partnership payable from Cash Flow or otherwise in the manner and priority provided set forth in Sections 10.2 and 10.3 or from Capital Contributions by Section 10.2(a) to the General Partners pursuant to Section 4.2(b), but prior to any payments under any of the other Service Notesextent Cash Flow is available therefor for such year.
(b) In consideration of the their consultation, advice and other services, guarantees and personal liabilities services in connection with the construction and development of the Apartment Complex and as provided consideration for the assignment described in the Development Services Agreement (1995)Section 6.14, the Partnership has issued the Development Services Agreement (1995) Note shall pay to SHLP. The amount of such Note shall be paid from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after (or their designee) a construction and development fee (the "Development Services Agreement (1993Fee") Note in the principal amount of $65,005 which fee shall be payable $45,005 from the proceeds of the Third Installment and $20,000 from the proceeds of the Fourth Installment. Any portion of the Construction Contract Note (if issued) and Development Fee which shall not have been paid as of the date which is six months after it shall have been earned shall accrue interest at the Applicable Federal Rate in full, but prior to effect at the time earned from the date earned through the date of payment; any payments under such interest shall be payable in accordance with the Management Services Agreement Notes.provisions of Article X.
(c) The Partnership shall pay to BCCLP or an Affiliate thereof a fee (the "Asset Management FeeFee ") commencing in 1996 1998 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partners Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 in the annual amount of $12,500 per calendar year3,000. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided, however, that if in any calendar fiscal year commencing with 19961998, Cash Flow is insufficient to pay the full amount of the Asset Management Fee and the General Partners either have not provided or are not obligated to provide, funds under Section 6.10 for the payment of such Fee, the unpaid portion thereof General Partner shall accrue and be payable on a cumulative basis in obligated to make Subordinated Loans to the first year in which there is sufficient Cash Flow or from the proceeds Partnership to cover $3,000 of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the Asset Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.
(d) In consideration for the services of constructing and equipping the buildings and other improvements comprising the Apartment Complex, the Partnership shall pay to SHLP a total fixed price equal to (a) $6,757,536, minus (b) all costs incurred by the Partnership prior to January 1, 1996, in obtaining the Permanent Mortgage, any limited partner's capital contribution, Cost Certification and the reservation and allocation of a housing credit dollar amount for the Apartment Complex from the Authority or in obtaining start-up legal or accounting services the costs of which are amortizable under Code Section 195, or in acquiring, constructing and developing the Apartment Complex (including, but not limited to, the costs of acquiring the land included in the Apartment Complex, and all Construction Mortgage costs and interest and all real property taxes attributable to the construction period of any building in the Apartment Complex), but not including any fees payable under the Development Services Agreement (1993), the Development Services Agreement (1995), or the Management Services Agreement. SHLP shall be required to pay all costs of constructing the Apartment Complex (other than costs incurred by the Partnership which offset the price payable to SHLP under the Construction Contract). Under the circumstances set forth in the Construction Contract, a portion of the price under such contract shall be paid by the issuance of the Construction Contract Note from the Partnership to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from capital contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note has been paid in full, but prior to any payments under the Development Services Agreement (1995) Note or the Management Services Agreement Notes. The balance of the price under the Construction Contract (meaning the portion not paid by issuance of the Construction Contract Note) shall be paid by the Partnership from the proceeds of the Construction or Permanent Mortgage or the Capital Contributions of the Investment Limited Partners.
(e) In consideration for the services described in the Management Services Agreement, the Partnership has issued certain of the Management Services Agreement Notes to SHLP and shall issue the remainder of such Notes to SHLP as and when provided for under such Agreement. The amount of such Notes shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after all the other Service Notes have been paid in full.
(f) In consideration of the services of the General Partner in managing the day-to-day business and affairs of the Partnership after the completion of construction of the Apartment Complex, the Partnership shall pay to the General Partner an annual fee (the "Partnership Management Fee") commencing in 1996 in the amount of up to $12,500, payable from Cash Flow in the manner and priority set forth in Section 10.2(a). The Partnership Management Fee shall be cumulative so that if there is not sufficient Cash Flow in any year to pay the amount of the Partnership Management Fee specified in Section 10.2(a), clause Seventh, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year or years in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the partnership Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366such year.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp), Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Certain Payments to the General Partners and Others. (a) In consideration of the services which have been rendered under the Development Services Agreement (1993), the Partnership has issued the Development Services Agreement (1993) Note to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), but prior to any payments under any of the other Service Notes.
(b) In consideration of the consultation, advice and other services, guarantees and personal liabilities in connection with the construction and development of the Apartment Complex as provided in the Development Services Agreement (1995), the Partnership has issued the Development Services Agreement (1995) Note to SHLP. The amount of such Note shall be paid from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note and the Construction Contract Note (if issued) have been paid in full, but prior to any payments under the Management Services Agreement Notes.
(c) The Partnership shall pay to BCCLP or an Affiliate thereof the General Partners a fee (the "Asset Annual Partnership Management Fee") commencing in 1996 1997 for its their services in connection with the Partnership's accounting matters relating administration of the day-to-day business of the Partnership in an annual amount equal to the Investment Limited Partners and assisting with the preparation of tax returns and the reports required by Section 12.7 in the amount of $12,500 1,819 per calendar yearannum. The Asset Annual Partnership Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided, however, that if in any calendar fiscal year commencing with 1996in 1997, Cash Flow is insufficient to pay the full amount of the Asset Annual Partnership Management Fee and the General Partners either have not provided or are not obligated to provide, funds under Section 6.10 for the payment of such Fee, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the Asset Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.X.
(d) In consideration for the services of constructing and equipping the buildings and other improvements comprising the Apartment Complex, the Partnership shall pay to SHLP a total fixed price equal to (a) $6,757,536, minus (b) all costs incurred by the Partnership prior to January 1, 1996, in obtaining the Permanent Mortgage, any limited partner's capital contribution, Cost Certification and the reservation and allocation of a housing credit dollar amount for the Apartment Complex from the Authority or in obtaining start-up legal or accounting services the costs of which are amortizable under Code Section 195, or in acquiring, constructing and developing the Apartment Complex (including, but not limited to, the costs of acquiring the land included in the Apartment Complex, and all Construction Mortgage costs and interest and all real property taxes attributable to the construction period of any building in the Apartment Complex), but not including any fees payable under the Development Services Agreement (1993), the Development Services Agreement (1995), or the Management Services Agreement. SHLP shall be required to pay all costs of constructing the Apartment Complex (other than costs incurred by the Partnership which offset the price payable to SHLP under the Construction Contract). Under the circumstances set forth in the Construction Contract, a portion of the price under such contract shall be paid by the issuance of the Construction Contract Note from the Partnership to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from capital contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note has been paid in full, but prior to any payments under the Development Services Agreement (1995) Note or the Management Services Agreement Notes. The balance of the price under the Construction Contract (meaning the portion not paid by issuance of the Construction Contract Note) shall be paid by the Partnership from the proceeds of the Construction or Permanent Mortgage or the Capital Contributions of the Investment Limited Partners.
(e) In consideration for the services described in the Management Services Agreement, the Partnership has issued certain of the Management Services Agreement Notes to SHLP and shall issue the remainder of such Notes to SHLP as and when provided for under such Agreement. The amount of such Notes shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after all the other Service Notes have been paid in full.
(f) In consideration of their consultation, advice and other services in connection with the services of the General Partner in managing the day-to-day business construction and affairs of the Partnership after the completion of construction development of the Apartment ComplexComplex and as consideration for the assignment described in Section 6.14, the Partnership shall pay to the General Partner Partners (or their designee) a construction and development fee of $30,357 (the "Construction and Development Fee"), which fee shall be earned in full as to each building in the Apartment Complex as of the date such building is completed and payable out of the Capital Contribution of the Investment Limited Partner. A portion of the Construction and Development Fee in the amount of $1,758 shall be deferred. The deferred portion of the Construction and Development Fee which shall not have been paid as of the date which is six months after it shall have been earned shall accrue interest at the Applicable Federal Rate in effect at the time earned from the date earned through the date of payment; any such interest shall be payable in accordance with the provisions of Article X.
(c) The Partnership shall pay to Boston Capital or an annual Affiliate thereof a fee (the "Partnership Asset Management Fee") commencing in 1996 1997 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 in the annual amount of up to $12,500, 1,819. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a). The Partnership Management Fee shall be cumulative so ; provided, however, that if there is not sufficient in any fiscal year commencing with 1997, Cash Flow in any year is insufficient to pay the full amount of the Partnership Asset Management Fee specified in Section 10.2(a), clause SeventhFee, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year or years in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the partnership Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.X.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp), Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Certain Payments to the General Partners and Others. (a) In consideration of the services which have been rendered under the Development Services Agreement (1993), the Partnership has issued the Development Services Agreement (1993) Note to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), but prior to any payments under any of the other Service Notes.
(b) In consideration of the consultation, advice and other services, guarantees and personal liabilities in connection with the construction and development of the Apartment Complex as provided in the Development Services Agreement (1995), the Partnership has issued the Development Services Agreement (1995) Note to SHLP. The amount of such Note shall be paid from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note and the Construction Contract Note (if issued) have been paid in full, but prior to any payments under the Management Services Agreement Notes.
(c) The Partnership shall pay to BCCLP or an Affiliate thereof the General Partners a fee (the "Asset Annual Partnership Management Fee") commencing in 1996 1997 for its their services in connection with the Partnership's accounting matters relating administration of the day to day business of the Investment Limited Partners and assisting with the preparation of tax returns and the reports required by Section 12.7 Partnership in the an annual amount of equal to $12,500 1,000 per calendar yearannum. The Asset Annual Partnership Management Fee for each fiscal year of the Partnership shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided, however, that if in any calendar fiscal year commencing with 19961997, Cash Flow is insufficient to pay the full amount of the Asset Partnership Management Fee and the General Partners either have not provided or are not obligated to provide, funds under Section 6.10 for the payment of such Fee, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the Asset Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.X.
(d) In consideration for the services of constructing and equipping the buildings and other improvements comprising the Apartment Complex, the Partnership shall pay to SHLP a total fixed price equal to (a) $6,757,536, minus (b) all costs incurred by the Partnership prior to January 1, 1996, in obtaining the Permanent Mortgage, any limited partner's capital contribution, Cost Certification and the reservation and allocation of a housing credit dollar amount for the Apartment Complex from the Authority or in obtaining start-up legal or accounting services the costs of which are amortizable under Code Section 195, or in acquiring, constructing and developing the Apartment Complex (including, but not limited to, the costs of acquiring the land included in the Apartment Complex, and all Construction Mortgage costs and interest and all real property taxes attributable to the construction period of any building in the Apartment Complex), but not including any fees payable under the Development Services Agreement (1993), the Development Services Agreement (1995), or the Management Services Agreement. SHLP shall be required to pay all costs of constructing the Apartment Complex (other than costs incurred by the Partnership which offset the price payable to SHLP under the Construction Contract). Under the circumstances set forth in the Construction Contract, a portion of the price under such contract shall be paid by the issuance of the Construction Contract Note from the Partnership to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from capital contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note has been paid in full, but prior to any payments under the Development Services Agreement (1995) Note or the Management Services Agreement Notes. The balance of the price under the Construction Contract (meaning the portion not paid by issuance of the Construction Contract Note) shall be paid by the Partnership from the proceeds of the Construction or Permanent Mortgage or the Capital Contributions of the Investment Limited Partners.
(e) In consideration for the services described in the Management Services Agreement, the Partnership has issued certain of the Management Services Agreement Notes to SHLP and shall issue the remainder of such Notes to SHLP as and when provided for under such Agreement. The amount of such Notes shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after all the other Service Notes have been paid in full.
(f) In consideration of their consultation, advice and other services in connection with the services of the General Partner in managing the day-to-day business construction and affairs of the Partnership after the completion of construction development of the Apartment ComplexComplex and as consideration for the assignment described in Section 6.14, the Partnership shall pay to the General Partner an annual Partners (or their designee) a construction and development fee (the "Construction and Development Fee") in the principal amount of $187,162, which fee shall be earned in full as to the date the Apartment Complex is completed. The Construction and Development Fee shall be payable $468 from the proceeds of the First Installment, $74,678 from the proceeds of the Second Installment, $97,016 from the proceeds of the Third Installment and $15,000 from the proceeds of the Fourth Installment.
(c) The Partnership shall pay to BCCLP or an Affiliate thereof a fee (the "Asset Management Fee") commencing in 1996 1997 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 in the annual amount of up to $12,500, 1,000 per annum beginning in 1997. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a). The Partnership Management Fee shall be cumulative so 10.2 (a) ; provided, however, that if there is not sufficient in any fiscal year commencing with 1996, Cash Flow in any year is insufficient to pay the full amount of the Partnership Asset Management Fee specified in Section 10.2(a), clause SeventhFee, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year or years in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding X.
(d) The General Partners or an Affiliate thereof may serve as a real estate broker in connection with the foregoingsale of the Apartment Complex, provided that the partnership Management Fee total compensation to all Persons for 1996 the sale of the Apartment Complex, including any such compensation to the General Partners or their Affiliates, shall be in an amount equal limited to $12,500 multiplied by a fraction, Competitive Real Estate Commission not to exceed six percent (6%) of the numerator contract price for the sale of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366Apartment Complex.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Boston Capital Tax Credit Fund Iv Lp)
Certain Payments to the General Partners and Others. (a) In consideration of the services which have been rendered under the Development Services Agreement (1993), the Partnership has issued the Development Services Agreement (1993) Note to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), but prior to any payments under any of the other Service Notes.
(b) In consideration of the their consultation, advice and other services, guarantees and personal liabilities services in connection with the construction and development of the Apartment Complex as provided in the Development Services Agreement (1995)Complex, the Partnership has issued agreed to pay to the General Partners (or their designee) a construction and development fee (the "Construction and Development Services Agreement (1995Fee") Note to SHLPin the principal amount of $546,019 which fee shall be earned in full as of the Completion Date. The amount of such Note Construction and Development Fee and any interest accrued thereon shall be paid at the Admission Date from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from proceeds of General Partner Capital Contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note and Contributions. Any portion of the Construction Contract Note (if issued) and Development Fee which shall not have been paid as of the date which is six months after it shall have been earned shall accrue interest at the Applicable Federal Rate in full, but prior to any payments under effect at the Management Services Agreement Notestime earned from the date earned through the date of payment.
(cb) The Partnership shall pay to BCCLP BCAMLP or an Affiliate thereof a fee (the "Asset Management Fee") commencing in 1996 1997 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partners Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 in the annual amount of the lesser of (i) $12,500 3,500 or (ii) one-half of one per calendar yearcent (0.5%) of the Aggregate Cost of the Apartment Complex. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided, however, that if . To the extent Cash Flow in any calendar year commencing with 1996, Cash Flow is insufficient to pay the full entire amount of the Asset Management Fee and the General Partners either have not provided or are not obligated to provide, funds under Section 6.10 for the payment of such Fee, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Cash Flow or from the proceeds amount of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the Asset Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.
(d) In consideration for the services of constructing and equipping the buildings and other improvements comprising the Apartment Complex, the Partnership shall pay to SHLP a total fixed price equal to (a) $6,757,536, minus (b) all costs incurred by the Partnership prior to January 1, 1996, in obtaining the Permanent Mortgage, any limited partner's capital contribution, Cost Certification and the reservation and allocation of a housing credit dollar amount for the Apartment Complex from the Authority or in obtaining start-up legal or accounting services the costs of which are amortizable under Code Section 195, or in acquiring, constructing and developing the Apartment Complex (including, but not limited to, the costs of acquiring the land included in the Apartment Complex, and all Construction Mortgage costs and interest and all real property taxes attributable to the construction period of any building in the Apartment Complex), but not including any fees payable under the Development Services Agreement (1993), the Development Services Agreement (1995), or the Management Services Agreement. SHLP shall be required to pay all costs of constructing the Apartment Complex (other than costs incurred by the Partnership which offset the price payable to SHLP under the Construction Contract). Under the circumstances set forth in the Construction Contract, a portion of the price under such contract deficiency shall be paid by the issuance of the Construction Contract Note from the Partnership to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from capital contributions directly by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note has been paid in full, but prior to any payments under the Development Services Agreement (1995) Note BCAMLP or the Management Services Agreement Notes. The balance of the price under the Construction Contract (meaning the portion not paid by issuance of the Construction Contract Note) shall be paid by the Partnership an Affiliate thereof from the proceeds of the Construction or Permanent Mortgage or the Capital Contributions of the Investment Limited Partnerstheir own funds.
(ec) In consideration for the services described in the Management Services Agreement, the Partnership has issued certain of the Management Services Agreement Notes to SHLP and shall issue the remainder of such Notes to SHLP as and when provided for under such Agreement. The amount of such Notes shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after all the other Service Notes have been paid in full.
(f) In consideration of the services of the General Partner in managing the day-to-day business and affairs of the Partnership after the completion of construction of the Apartment Complex, the Partnership shall pay to the General Partner an annual Partners a non-cumulative fee (the "Annual Partnership Management Fee") commencing in 1996 1997 for their services in connection with the administration of the day to day business of the Partnership in an annual amount equal to the lesser of (i) $5,000 per annum or (ii) the excess of (A) one-half of one-percent (0.5%) of the Aggregate Cost of the Apartment Complex over (B) the amount of up the Asset Management Fee attributable to such year. The Annual Partnership Management Fee for each fiscal year of the Partnership shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a).
(d) The Partnership shall pay to the General Partners a non-cumulative fee (the "Management Incentive Fee") commencing in 1997 for their services in planning, supervising and developing a marketing program for the Apartment Complex in an amount equal to 60% of available Cash Flow which will be paid in the manner and priority set forth in Section 10.2(a).
(e) The Partnership shall pay to the Missouri Limited Partner or an Affiliate thereof a fee (the "Missouri Asset Management Fee") commencing in 1997 for its services in connection with the Partnership's accounting matters relating to the Missouri Limited Partner and assisting with the preparation of tax returns and reports required by Section 12.7 in the annual amount of the lesser of (i) $12,500, 1,500 or (ii) one-half of one percent (0.5%) of the Aggregate Cost of the Apartment Complex. The Missouri Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a). The Partnership Management Fee shall be cumulative so that if there is not sufficient To the extent Cash Flow in any year is insufficient to pay the entire amount of the Partnership Missouri Asset Management Fee specified in Section 10.2(a), clause SeventhFee, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year or years in which there is sufficient Cash Flow or from the proceeds amount of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the partnership Management Fee for 1996 such deficiency shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement paid directly by the Investment General Partners to the Missouri Limited Partners and the denominator of which is 366Partner or an Affiliate thereof from their own funds.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Boston Capital Tax Credit Fund Iv Lp)
Certain Payments to the General Partners and Others. (a) In consideration of the services which have been rendered under the Development Services Agreement (1993), the Partnership has issued the Development Services Agreement (1993) Note to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), but prior to any payments under any of the other Service Notes.
(b) In consideration of the consultation, advice and other services, guarantees and personal liabilities in connection with the construction and development of the Apartment Complex as provided in the Development Services Agreement (1995), the Partnership has issued the Development Services Agreement (1995) Note to SHLP. The amount of such Note shall be paid from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note and the Construction Contract Note (if issued) have been paid in full, but prior to any payments under the Management Services Agreement Notes.
(c) The Partnership shall pay to BCCLP or an Affiliate thereof the General Partners a fee (the "Asset Annual Partnership Management Fee") commencing in 1996 1999 for its their services in connection with the Partnership's accounting matters relating administration of the day to day business of the Partnership in an annual amount equal to the Investment Limited Partners and assisting with lesser of (i) $7,500 per annum or (ii) the preparation excess of tax returns and (A) one- half of one per cent (0.5%) of the reports required by Section 12.7 in Aggregate Cost of the Apartment Complex over (B) the amount of $12,500 per calendar the Asset Management Fee attributable to such year. The Asset Annual Partnership Management Fee for each fiscal year of the Partnership shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a)) to the extent Cash Flow is available therefor for such year; provided, however, that if in any calendar fiscal year commencing with 19961999, Cash Flow is insufficient to pay the full amount of the Asset Partnership Management Fee and the General Partners either have not provided or are not obligated to provide, funds under Section 6.10 for the payment of such Fee, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the Asset Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.X.
(d) In consideration for the services of constructing and equipping the buildings and other improvements comprising the Apartment Complex, the Partnership shall pay to SHLP a total fixed price equal to (a) $6,757,536, minus (b) all costs incurred by the Partnership prior to January 1, 1996, in obtaining the Permanent Mortgage, any limited partner's capital contribution, Cost Certification and the reservation and allocation of a housing credit dollar amount for the Apartment Complex from the Authority or in obtaining start-up legal or accounting services the costs of which are amortizable under Code Section 195, or in acquiring, constructing and developing the Apartment Complex (including, but not limited to, the costs of acquiring the land included in the Apartment Complex, and all Construction Mortgage costs and interest and all real property taxes attributable to the construction period of any building in the Apartment Complex), but not including any fees payable under the Development Services Agreement (1993), the Development Services Agreement (1995), or the Management Services Agreement. SHLP shall be required to pay all costs of constructing the Apartment Complex (other than costs incurred by the Partnership which offset the price payable to SHLP under the Construction Contract). Under the circumstances set forth in the Construction Contract, a portion of the price under such contract shall be paid by the issuance of the Construction Contract Note from the Partnership to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from capital contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note has been paid in full, but prior to any payments under the Development Services Agreement (1995) Note or the Management Services Agreement Notes. The balance of the price under the Construction Contract (meaning the portion not paid by issuance of the Construction Contract Note) shall be paid by the Partnership from the proceeds of the Construction or Permanent Mortgage or the Capital Contributions of the Investment Limited Partners.
(e) In consideration for the services described in the Management Services Agreement, the Partnership has issued certain of the Management Services Agreement Notes to SHLP and shall issue the remainder of such Notes to SHLP as and when provided for under such Agreement. The amount of such Notes shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after all the other Service Notes have been paid in full.
(f) In consideration of their consultation, advice and other services in connection with the services of the General Partner in managing the day-to-day business construction and affairs of the Partnership after the completion of construction development of the Apartment ComplexComplex and as consideration for the assignment described in Section 6.14, the Partnership shall pay to the General Partner an annual Partners (or their designee) a construction and development fee (the "Construction and Development Fee") in the principal amount of $345,072, which fee shall be earned in full as to each building in the Apartment Complex as of the date such building is completed. The Construction and Development Fee shall be payable $85,088 from the proceeds of the First Installment, $153,457 from the proceeds of the Second Installment, $80,834 from the proceeds of the Third Installment and $10,248 from the proceeds of the Fourth Installment, with the unpaid balance (the "Deferred Development Fee") payable as provided in Article X.
(c) The Partnership shall pay a fee (the "Asset Management Fee") commencing in 1996 1999 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 in the annual amount of up to the lesser of (i) $12,500, 2,000 or (ii) one-half of one per cent (0.5%) of the Aggregate Cost of the Apartment Complex. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a). The Partnership Management Fee shall be cumulative so ; provided, however, that if there is not sufficient in any fiscal year commencing with 1999, Cash Flow in any year is insufficient to pay the full amount of the Partnership Asset Management Fee specified in and the shortfall is not paid from funds advanced pursuant to Section 10.2(a), clause Seventh6.10, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year or years in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the partnership Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.X.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Boston Capital Tax Credit Fund Iv Lp)
Certain Payments to the General Partners and Others. (a) In consideration The Partnership shall pay to the General Partners a non-cumulative fee (the "Annual Partnership Management Fee") commencing in 1997 for their services in connection with the administration of the services which have been rendered under the Development Services Agreement (1993), day to day business of the Partnership has issued in the Development Services Agreement (1993) Note to SHLPamount of $2,000. The amount Annual Partnership Management Fee for each fiscal year of such Note the Partnership shall be paid by the Partnership payable from Cash Flow or otherwise in the manner and priority provided set forth in Sections 10.2 and 10.3 or from Capital Contributions by Section 10.2(a) to the General Partners pursuant to Section 4.2(b), but prior to any payments under any of the other Service Notesextent Cash Flow is available therefor for such year.
(b) In consideration of the their consultation, advice and other services, guarantees and personal liabilities services in connection with the construction and development of the Apartment Complex and as provided consideration for the assignment described in the Development Services Agreement (1995)Section 6.14, the Partnership has issued the Development Services Agreement (1995) Note shall pay to SHLP. The amount of such Note shall be paid from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant (or their designee) a construction and development fee (the "Construction and Development Fee") in the principal amount of $87,653 which fee shall be earned in full as to Section 4.2(b), after each building in the Apartment Complex as of the date such building is completed. The Construction and Development Services Agreement (1993) Note Fee shall be payable $66,525 from the proceeds of the Third Installment and $16,079 from the proceeds of the Fourth Installment. Any portion of the Construction Contract Note (if issued) and Development Fee which shall not have been paid as of the date which is six months after it shall have been earned shall accrue interest at the Applicable Federal Rate in full, but prior to effect at the time earned from the date earned through the date of payment; any payments under such interest shall be payable in accordance with the Management Services Agreement Notes.provisions of Article X.
(c) The Partnership shall pay to BCCLP or an Affiliate thereof a fee (the "Asset Management Fee") commencing in 1996 1997 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partners Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 in the amount of $12,500 per calendar year1,700. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided, however, that if in any calendar fiscal year commencing with 19961997, Cash Flow is insufficient to pay the full amount of the Asset Management Fee and the General Partners either have not provided or are not obligated to provide, funds under Section 6.10 for the payment of such Fee, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the Asset Management Fee for 1996 shall be in an amount equal to $12,500 multiplied funded directly by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.
(d) In consideration for the services of constructing and equipping the buildings and other improvements comprising the Apartment Complex, the Partnership shall pay to SHLP a total fixed price equal to (a) $6,757,536, minus (b) all costs incurred by the Partnership prior to January 1, 1996, in obtaining the Permanent Mortgage, any limited partner's capital contribution, Cost Certification and the reservation and allocation of a housing credit dollar amount for the Apartment Complex from the Authority or in obtaining start-up legal or accounting services the costs of which are amortizable under Code Section 195, or in acquiring, constructing and developing the Apartment Complex (including, but not limited to, the costs of acquiring the land included in the Apartment Complex, and all Construction Mortgage costs and interest and all real property taxes attributable to the construction period of any building in the Apartment Complex), but not including any fees payable under the Development Services Agreement (1993), the Development Services Agreement (1995), or the Management Services Agreement. SHLP shall be required to pay all costs of constructing the Apartment Complex (other than costs incurred by the Partnership which offset the price payable to SHLP under the Construction Contract). Under the circumstances set forth in the Construction Contract, a portion of the price under such contract shall be paid by the issuance of the Construction Contract Note from the Partnership to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from capital contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note has been paid in full, but prior to any payments under the Development Services Agreement (1995) Note or the Management Services Agreement Notes. The balance of the price under the Construction Contract (meaning the portion not paid by issuance of the Construction Contract Note) shall be paid by the Partnership from the proceeds of the Construction or Permanent Mortgage or the Capital Contributions of the Investment Limited Partners.
(e) In consideration for the services described in the Management Services Agreement, the Partnership has issued certain of the Management Services Agreement Notes to SHLP and shall issue the remainder of such Notes to SHLP as and when provided for under such Agreement. The amount of such Notes shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after all the other Service Notes have been paid in full.
(f) In consideration of the services of the General Partner in managing the day-to-day business and affairs of the Partnership after the completion of construction of the Apartment Complex, the Partnership shall pay to the General Partner an annual fee (the "Partnership Management Fee") commencing in 1996 in the amount of up to $12,500, payable from Cash Flow in the manner and priority set forth in Section 10.2(a). The Partnership Management Fee shall be cumulative so that if there is not sufficient Cash Flow in any year to pay the amount of the Partnership Management Fee specified in Section 10.2(a), clause Seventh, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year or years in which there is sufficient Cash Flow or from the proceeds form of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the partnership Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366Subordinated Loan.
Appears in 1 contract
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Certain Payments to the General Partners and Others. (a) In consideration The Partnership shall pay to the Managing General Partner a non-cumulative fee (the "Annual Partnership Management Fee") commencing in 1999 for their services in connection with the administration of the services which have been rendered under the Development Services Agreement (1993), day to day business of the Partnership has issued in the Development Services Agreement (1993) Note to SHLPamount of $1,400. The amount Annual Partnership Management Fee for each fiscal year of such Note the Partnership shall be paid by the Partnership payable from Cash Flow or otherwise in the manner and priority provided set forth in Sections 10.2 and 10.3 or from Capital Contributions by Section 10.2(a) to the General Partners pursuant to Section 4.2(b), but prior to any payments under any of the other Service Notesextent Cash Flow is available therefor for such year.
(b) In consideration of the their consultation, advice and other services, guarantees and personal liabilities services in connection with the construction and development of the Apartment Complex and as provided consideration for the assignment described in the Development Services Agreement (1995)Section 6.14, the Partnership has issued shall pay to the General Partners (or their designee) a construction and development fee (the "Construction and Development Services Agreement (1995Fee") Note in the principal amount of $36,800 which fee shall be earned in full as to SHLPeach building in the Apartment Complex as of the date such building is completed. The amount of such Note Construction and Development Fee shall be payable $31,800 from the proceeds of the Third Installment and $5,000 from the proceeds of the Fourth Installment Any portion of the Construction and Development Fee which shall not have been paid after payment of the Installments shall be payable from Cash Flow cash flow as set forth in Section 10.2, or otherwise as provided elsewhere in this Agreement, with the manner and priority provided deferred developer's fee being paid in Sections 10.2 and 10.3 or from Capital Contributions full by the tenth year of operations. Any amount remaining to be paid at that time will be paid in full by the General Partners pursuant Partner, and will be considered a capital contribution to Section 4.2(b), the Partnership as of the date which is six months after the Development Services Agreement (1993) Note and the Construction Contract Note (if issued) it shall have been paid earned shall accrue interest at the Applicable Federal Rate in full, but prior to effect at the time earned from the date earned through the date of payment; any payments under such interest shall be payable in accordance with the Management Services Agreement Notes.provisions of Article X.
(c) Upon Admission, the Partnership shall pay $18,000 into an Asset Management Fee Escrow Account from the proceeds of the First Installment. The Partnership shall pay to BCCLP or an Affiliate thereof a fee (the "Asset Management Fee") commencing in 1996 1999 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partners Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 in the amount of $12,500 per calendar year1,500. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided, however, that if in any calendar year commencing with 1996, Cash Flow is insufficient to pay the full amount of the Asset Management Fee and the General Partners either have not provided or are not obligated to provide, funds under Section 6.10 for the payment of such Fee, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the Asset Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.
(d) In consideration for the services of constructing and equipping the buildings and other improvements comprising the Apartment Complex, the Partnership shall pay to SHLP a total fixed price equal to (a) $6,757,536, minus (b) all costs incurred by the Partnership prior to January 1, 1996, in obtaining the Permanent Mortgage, any limited partner's capital contribution, Cost Certification and the reservation and allocation of a housing credit dollar amount for the Apartment Complex from the Authority or in obtaining start-up legal or accounting services the costs of which are amortizable under Code Section 195, or in acquiring, constructing and developing the Apartment Complex (including, but not limited to, the costs of acquiring the land included in the Apartment Complex, and all Construction Mortgage costs and interest and all real property taxes attributable to the construction period of any building in the Apartment Complex), but not including any fees payable under the Development Services Agreement (1993), the Development Services Agreement (1995), or the Management Services AgreementEscrow Account. SHLP shall be required to pay all costs of constructing the Apartment Complex (other than costs incurred by the Partnership which offset the price payable to SHLP under the Construction Contract). Under the circumstances set forth in the Construction Contract, a portion of the price under such contract shall be paid by the issuance of the Construction Contract Note from the Partnership to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from capital contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note has been paid in full, but prior to any payments under the Development Services Agreement (1995) Note or the Management Services Agreement Notes. The balance of the price under the Construction Contract (meaning the portion not paid by issuance of the Construction Contract Note) shall be paid by the Partnership from the proceeds of the Construction or Permanent Mortgage or the Capital Contributions of the Investment Limited Partners.
(e) In consideration for the services described in the Management Services Agreement, the Partnership has issued certain of the Management Services Agreement Notes to SHLP and shall issue the remainder of such Notes to SHLP as and when provided for under such Agreement. The amount of such Notes shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after all the other Service Notes have been paid in full.
(f) In consideration of the services of the General Partner in managing the day-to-day business and affairs of the Partnership after the completion of construction of the Apartment Complex, the Partnership shall pay to the General Partner an annual fee (the "Partnership Management Fee") commencing in 1996 in the amount of up to $12,500, payable from Cash Flow in the manner and priority set forth in Section 10.2(a). The Partnership Management Fee shall be cumulative so that if there is not sufficient Cash Flow in any year to pay the amount of the Partnership Management Fee specified in Section 10.2(a), clause Seventh, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year or years in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the partnership Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.[NO FURTHER TEXT ON THIS PAGE]
Appears in 1 contract
Samples: Certificate and Agreement of Limited Partnership (Boston Capital Tax Credit Fund Iv Lp)
Certain Payments to the General Partners and Others. (a) In consideration of the services which have been rendered under the Development Services Agreement (1993), the Partnership has issued the Development Services Agreement (1993) Note to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), but prior to any payments under any of the other Service Notes.
(b) In consideration of the consultation, advice and other services, guarantees and personal liabilities in connection with the construction and development of the Apartment Complex as provided in the Development Services Agreement (1995), the Partnership has issued the Development Services Agreement (1995) Note to SHLP. The amount of such Note shall be paid from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note and the Construction Contract Note (if issued) have been paid in full, but prior to any payments under the Management Services Agreement Notes.
(c) The Partnership shall pay to BCCLP Boston Capital or an Affiliate thereof a fee (the "Asset Management Fee") commencing in 1996 1997 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partners Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 in the annual amount of the lesser of (i) $12,500 10,000 or (ii) one-half of one per calendar yearcent (0.5%) of the Aggregate Cost of the Apartment Complex. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided, however, that if in any calendar fiscal year commencing with 19961997, Cash Flow is insufficient to pay the full amount of the Asset Management Fee and the General Partners either have not provided or are not obligated to provide, funds under Section 6.10 for the payment of such Fee, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the Asset Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.X.
(d) In consideration for the services of constructing and equipping the buildings and other improvements comprising the Apartment Complex, the Partnership shall pay to SHLP a total fixed price equal to (a) $6,757,536, minus (b) all costs incurred by the Partnership prior to January 1, 1996, in obtaining the Permanent Mortgage, any limited partner's capital contribution, Cost Certification and the reservation and allocation of a housing credit dollar amount for the Apartment Complex from the Authority or in obtaining start-up legal or accounting services the costs of which are amortizable under Code Section 195, or in acquiring, constructing and developing the Apartment Complex (including, but not limited to, the costs of acquiring the land included in the Apartment Complex, and all Construction Mortgage costs and interest and all real property taxes attributable to the construction period of any building in the Apartment Complex), but not including any fees payable under the Development Services Agreement (1993), the Development Services Agreement (1995), or the Management Services Agreement. SHLP shall be required to pay all costs of constructing the Apartment Complex (other than costs incurred by the Partnership which offset the price payable to SHLP under the Construction Contract). Under the circumstances set forth in the Construction Contract, a portion of the price under such contract shall be paid by the issuance of the Construction Contract Note from the Partnership to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from capital contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note has been paid in full, but prior to any payments under the Development Services Agreement (1995) Note or the Management Services Agreement Notes. The balance of the price under the Construction Contract (meaning the portion not paid by issuance of the Construction Contract Note) shall be paid by the Partnership from the proceeds of the Construction or Permanent Mortgage or the Capital Contributions of the Investment Limited Partners.
(e) In consideration for the services described in the Management Services Agreement, the Partnership has issued certain of the Management Services Agreement Notes to SHLP and shall issue the remainder of such Notes to SHLP as and when provided for under such Agreement. The amount of such Notes shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after all the other Service Notes have been paid in full.
(f) In consideration of their consultation, advice and other services in connection with the services of the General Partner in managing the day-to-day business construction and affairs of the Partnership after the completion of construction development of the Apartment Complex, the Partnership shall pay to the General Partner an annual Partners a construction and development fee in the amount of $521,603 (the "Construction and Development Fee") pursuant to the terms of a Development Agreement dated November 1, 1995, as such Development Agreement may be modified or amended. To the extent that any of the Development Fee cannot be paid from the total development proceeds available (the "Deferred Development Fee") then any remainder up to $2,292 shall be paid from Cash Flow of the Partnership. If any portion of the Deferred Development Fee remains unpaid at the end of the Credit Period, the General Partners shall make a Capital Contribution to the Partnership in order to discharge this obligation.
(c) The Partnership shall pay to the General Partners a non- cumulative fee (the "Annual Partnership Management Fee") commencing in 1996 1997 for their services in connection with the administration of the day to day business of the Partnership in an annual amount equal to the lesser of (i) $10,000 per annum or (ii) the excess of (A) one-half of one per cent (0.5%) of the Aggregate Cost of the Apartment Complex over (B) the amount of up the Asset Management Fee attributable to $12,500, such year. The Annual Partnership Management Fee for each fiscal year of the Partnership shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a). ) to the extent Cash Flow is available therefor for such year.
(d) The Partnership Management Fee shall be cumulative so that if there is not sufficient Cash Flow pay to the General Partners or their Affiliate a one-time fee for their services in any year to pay the amount obtaining one refinancing of the Partnership Management Fee specified in Section 10.2(a), clause Seventh, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year or years in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the partnership Management Fee for 1996 shall be Permanent Mortgage in an amount equal to $12,500 multiplied by a fraction, 2% of the numerator gross proceeds of which is the number of days refinancing (the "Refinancing Fee"). The Refinancing Fee shall be paid as provided in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366Section 10.2(b) herein.
Appears in 1 contract
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Certain Payments to the General Partners and Others. (a) In consideration The Partnership shall pay to the General Partners a non- cumulative fee (the "Annual Partnership Management Fee") commencing in 1996 for their services in connection with the administration of the services which have been rendered under the Development Services Agreement (1993), day to day business of the Partnership has issued in the Development Services Agreement (1993) Note to SHLPannual amount of $500. The amount Annual Partnership Management Fee for each fiscal year of such Note the Partnership shall be paid by the Partnership payable from Cash Flow or otherwise in the manner and priority provided set forth in Sections 10.2 and 10.3 or from Capital Contributions by Section 10.2(a) to the General Partners pursuant to Section 4.2(b), but prior to any payments under any of the other Service Notesextent Cash Flow is available therefor for such year.
(b) In consideration of the their consultation, advice and other services, guarantees and personal liabilities services in connection with the construction and development of the Apartment Complex and as provided consideration for the assignment described in the Development Services Agreement (1995)Section 6.14, the Partnership has issued the Development Services Agreement (1995) Note shall pay to SHLP. The amount of such Note shall be paid from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant (or their designee) a construction and development fee (the "Construction and Development Fee") in the principal amount of $246,564 which fee shall be earned in full as to Section 4.2(b)each building in the Apartment Complex as of the date such building is completed. The Construction and Development Fee shall be payable $123,282 from the proceeds of the First Installment, after $61,641 from the Development Services Agreement (1993) Note proceeds of the Second Installment , $25,821 from the proceeds of the Third Installment, $25,820 from the proceeds of the Fourth Installment and $10,000 from the proceeds of the Fifth Installment. Any portion of the Construction Contract Note (if issued) and Development Fee which shall not have been paid as of the date which is six months after it shall have been earned shall accrue interest at the Applicable Federal Rate in full, but prior to effect at the time earned from the date earned through the date of payment; any payments under such interest shall be payable in accordance with the Management Services Agreement Notes.provisions of Article X.
(c) The Partnership shall pay to BCCLP or an Affiliate thereof a fee (the "Asset Management Fee") commencing in 1996 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partners Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 in the annual amount of $12,500 per calendar year500. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided, however, that if in any calendar fiscal year commencing with 1996, Cash Flow is insufficient to pay the full amount of the Asset Management Fee and the General Partners either have not provided or are not obligated to provide, funds under Section 6.10 for the payment of such Fee, the unpaid portion thereof shall accrue and be payable payable, on a cumulative basis basis, from Cash Flow in the first year in which there is sufficient Cash Flow or from is available for payment thereof, in the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the Asset Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners manner and the denominator of which is 366priority set forth at Section 10.2(a).
(d) In consideration for of its assistance in connection with the services development and syndication of constructing and equipping the buildings and other improvements comprising the Apartment ComplexProject, the Partnership General Partners shall pay to SHLP a total fixed price equal to (a) $6,757,536, minus (b) all costs incurred by the Partnership prior to January 1, 1996, in obtaining the Permanent Mortgage, any limited partner's capital contribution, Cost Certification and the reservation and allocation of a housing credit dollar amount for the Apartment Complex from the Authority or in obtaining start-up legal or accounting services the costs of which are amortizable under Code Section 195Boston Capital, or in acquiring, constructing and developing the Apartment Complex (including, but not limited to, the costs of acquiring the land included in the Apartment Complex, and all Construction Mortgage costs and interest and all real property taxes attributable to the construction period of any building in the Apartment Complex), but not including any fees payable under the Development Services Agreement (1993), the Development Services Agreement (1995), or the Management Services Agreement. SHLP shall be required to pay all costs of constructing the Apartment Complex (other than costs incurred by the Partnership which offset the price payable to SHLP under the Construction Contract). Under the circumstances set forth in the Construction Contractits designee, a portion of the price under such contract shall be paid by the issuance of the Construction Contract Note from the Partnership to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from capital contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note has been paid in full, but prior to any payments under the Development Services Agreement (1995) Note or the Management Services Agreement Notes. The balance of the price under the Construction Contract (meaning the portion not paid by issuance of the Construction Contract Note) shall be paid by the Partnership from the proceeds of the Construction or Permanent Mortgage or the Capital Contributions of the Investment Limited Partners.
(e) In consideration for the services described in the Management Services Agreement, the Partnership has issued certain of the Management Services Agreement Notes to SHLP and shall issue the remainder of such Notes to SHLP as and when provided for under such Agreement. The amount of such Notes shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after all the other Service Notes have been paid in full.
(f) In consideration of the services of the General Partner in managing the day-to-day business and affairs of the Partnership after the completion of construction of the Apartment Complex, the Partnership shall pay to the General Partner an annual consulting fee (the "Partnership Management Fee") commencing in 1996 in the amount of up to $12,500, payable from Cash Flow 51,000 in the manner and priority set forth in Section 10.2(a). The Partnership Management Fee shall be cumulative so that if there is not sufficient Cash Flow in any year to pay the amount of the Partnership Management Fee specified in Section 10.2(a), clause Seventh, the unpaid portion thereof shall accrue and be payable on accordance with a cumulative basis in the first year or years in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the partnership Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366consulting contract executed contemporaneously herewith.
Appears in 1 contract
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Certain Payments to the General Partners and Others. (a) In consideration of the services which have been rendered under the Development Services Agreement (1993), the Partnership has issued the Development Services Agreement (1993) Note to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), but prior to any payments under any of the other Service Notes.
(b) In consideration of the consultation, advice and other services, guarantees and personal liabilities in connection with the construction and development of the Apartment Complex as provided in the Development Services Agreement (1995), the Partnership has issued the Development Services Agreement (1995) Note to SHLP. The amount of such Note shall be paid from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note and the Construction Contract Note (if issued) have been paid in full, but prior to any payments under the Management Services Agreement Notes.
(c) The Partnership shall pay to BCCLP or an Affiliate thereof the General Partners a non-cumulative fee (the "Asset Annual Partnership Management Fee") commencing in 1996 1997 for its their services in connection with the Partnership's accounting matters relating administration of the day to day business of the Investment Limited Partners and assisting with the preparation of tax returns and the reports required by Section 12.7 Partnership in the annual amount of $12,500 per calendar year1,670. The Asset Annual Partnership Management Fee for each fiscal year of the Partnership shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided, however, that if in any calendar fiscal year commencing with 19961997, Cash Flow is insufficient to pay the full amount of the Asset Annual Partnership Management Fee and the General Partners either have not provided or are not obligated to provide, funds under Section 6.10 for the payment of such Fee, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the Asset Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.X.
(d) In consideration for the services of constructing and equipping the buildings and other improvements comprising the Apartment Complex, the Partnership shall pay to SHLP a total fixed price equal to (a) $6,757,536, minus (b) all costs incurred by the Partnership prior to January 1, 1996, in obtaining the Permanent Mortgage, any limited partner's capital contribution, Cost Certification and the reservation and allocation of a housing credit dollar amount for the Apartment Complex from the Authority or in obtaining start-up legal or accounting services the costs of which are amortizable under Code Section 195, or in acquiring, constructing and developing the Apartment Complex (including, but not limited to, the costs of acquiring the land included in the Apartment Complex, and all Construction Mortgage costs and interest and all real property taxes attributable to the construction period of any building in the Apartment Complex), but not including any fees payable under the Development Services Agreement (1993), the Development Services Agreement (1995), or the Management Services Agreement. SHLP shall be required to pay all costs of constructing the Apartment Complex (other than costs incurred by the Partnership which offset the price payable to SHLP under the Construction Contract). Under the circumstances set forth in the Construction Contract, a portion of the price under such contract shall be paid by the issuance of the Construction Contract Note from the Partnership to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from capital contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note has been paid in full, but prior to any payments under the Development Services Agreement (1995) Note or the Management Services Agreement Notes. The balance of the price under the Construction Contract (meaning the portion not paid by issuance of the Construction Contract Note) shall be paid by the Partnership from the proceeds of the Construction or Permanent Mortgage or the Capital Contributions of the Investment Limited Partners.
(e) In consideration for the services described in the Management Services Agreement, the Partnership has issued certain of the Management Services Agreement Notes to SHLP and shall issue the remainder of such Notes to SHLP as and when provided for under such Agreement. The amount of such Notes shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after all the other Service Notes have been paid in full.
(f) In consideration of their consultation, advice and other services in connection with the services of the General Partner in managing the day-to-day business construction and affairs of the Partnership after the completion of construction development of the Apartment Complex, the Partnership shall pay to the General Partner an annual Partners (or their designee) a construction and development fee (the "Construction and Development Fee") in the principal amount of $165,809, which fee shall be earned in full as to each building in the Apartment Complex as of the date such building is completed. The Construction and Development Fee shall be payable $32,280 from the proceeds of the First Installment, $83,455 from the proceeds of the Second Installment, $40,074 from the proceeds of the Third Installment, and $10,000 from the proceeds of the Fourth Installment.
(c) The Partnership Management shall pay to Boston Capital or an Affiliate thereof a fee (the "Reporting Fee") commencing in 1996 1997 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 in the annual amount of up to $12,500, 1,670. The Reporting Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a). The Partnership Management Fee shall be cumulative so ; provided, however, that if there is not sufficient in any fiscal year commencing with 1997, Cash Flow in any year is insufficient to pay the full amount of the Partnership Management Fee specified in Section 10.2(a), clause SeventhReporting Fee, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year or years in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the partnership Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.X.
Appears in 1 contract
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Certain Payments to the General Partners and Others. (a) In consideration The Partnership shall pay to the General Partners a non- cumulative fee (the "Annual Partnership Management Fee") commencing in 1996 for their services in connection with the administration of the services which have been rendered under the Development Services Agreement (1993), day to day business of the Partnership has issued the Development Services Agreement (1993) Note in an annual amount equal to SHLP$1600 per annum. The amount Annual Partnership Management Fee for each fiscal year of such Note the Partnership shall be paid by the Partnership payable from Cash Flow or otherwise in the manner and priority provided set forth in Sections 10.2 and 10.3 or from Capital Contributions by Section 10.3(a) to the General Partners pursuant to Section 4.2(b), but prior to any payments under any of the other Service Notesextent Cash Flow is available therefor for such year.
(b) In consideration The Partnership has entered into a Development Agreement of even date with the consultation, advice and other services, guarantees and personal liabilities General Partners for their services in connection with the development and construction of the Apartment Complex. In consideration of such services and as consideration for the assignment described in Section 6.14, the Partnership shall pay to the General Partners (or their designee) a construction and development fee (the "Construction and Development Fee") in the total amount of $212,711, which fee shall be payable solely from the Capital Contribution of the Apartment Complex as provided Investment Limited Partner The Construction and Development Fee shall be payable $58,830 from the proceeds of the First Installment, $79,885 from the proceeds of the Second Installment and $78,996 from the proceeds of the Third Installment. Any portion of the Construction and Development Fee not paid from the Installments, shall be payable only in accordance with the Development Services Agreement (1995provisions of Sections 10.3(a) and 10.3(b), of, if not sooner paid, on December 31, 2006 in accordance with the Partnership has issued the Development Services Agreement (1995) Note to SHLP. The amount provisions of such Note shall be paid from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note and the Construction Contract Note (if issued) have been paid in full, but prior to any payments under the Management Services Agreement Notes4.2.
(c) The Partnership shall pay to BCCLP Boston Capital or an Affiliate thereof a fee (the "Asset Management Reporting Fee") commencing in 1996 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partners Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 in the annual amount of equal to $12,500 per calendar year1,600. The Asset Management Reporting Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a10.3(a); provided, however, that if in any calendar fiscal year commencing with 1996, Cash Flow is insufficient to pay the full amount of the Asset Management Fee and the General Partners either have not provided or are not obligated to provide, funds under Section 6.10 for the payment of such Reporting Fee, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the Asset Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.
(d) In consideration for the services of constructing and equipping the buildings and other improvements comprising the Apartment Complex, the Partnership shall pay to SHLP a total fixed price equal to (a) $6,757,536, minus (b) all costs incurred by the Partnership prior to January 1, 1996, in obtaining the Permanent Mortgage, any limited partner's capital contribution, Cost Certification and the reservation and allocation of a housing credit dollar amount for the Apartment Complex from the Authority or in obtaining start-up legal or accounting services the costs of which are amortizable under Code Section 195, or in acquiring, constructing and developing the Apartment Complex (including, but not limited to, the costs of acquiring the land included in the Apartment Complex, and all Construction Mortgage costs and interest and all real property taxes attributable to the construction period of any building in the Apartment Complex), but not including any fees payable under the Development Services Agreement (1993), the Development Services Agreement (1995), or the Management Services Agreement. SHLP shall be required to pay all costs of constructing the Apartment Complex (other than costs incurred by the Partnership which offset the price payable to SHLP under the Construction Contract). Under the circumstances set forth in the Construction Contract, a portion of the price under such contract shall be paid by the issuance of the Construction Contract Note from the Partnership to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from capital contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note has been paid in full, but prior to any payments under the Development Services Agreement (1995) Note or the Management Services Agreement Notes. The balance of the price under the Construction Contract (meaning the portion not paid by issuance of the Construction Contract Note) shall be paid by the Partnership from the proceeds of the Construction or Permanent Mortgage or the Capital Contributions of the Investment Limited Partners.
(e) In consideration for the services described in the Management Services Agreement, the Partnership has issued certain of the Management Services Agreement Notes to SHLP and shall issue the remainder of such Notes to SHLP as and when provided for under such Agreement. The amount of such Notes shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after all the other Service Notes have been paid in full.
(f) In consideration of the services of the General Partner in managing the day-to-day business and affairs of the Partnership after the completion of construction of the Apartment Complex, the Partnership shall pay to the General Partner an annual fee (the "Partnership Management Fee") commencing in 1996 in the amount of up to $12,500, payable from Cash Flow in the manner and priority set forth in Section 10.2(a). The Partnership Management Fee shall be cumulative so that if there is not sufficient Cash Flow in any year to pay the amount of the Partnership Management Fee specified in Section 10.2(a), clause Seventh, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year or years in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the partnership Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.X.
Appears in 1 contract
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Certain Payments to the General Partners and Others. (a) In consideration The Partnership shall pay to the General Partners a non-cumulative fee (the "Annual Partnership Management Fee") commencing in 1997 for their services in connection with the administration of the services which have been rendered under the Development Services Agreement (1993), day to day business of the Partnership has issued in the Development Services Agreement (1993) Note to SHLPamount of $750. The amount Annual Partnership Management Fee for each fiscal year of such Note the Partnership shall be paid by the Partnership payable from Cash Flow or otherwise in the manner and priority provided set forth in Sections 10.2 and 10.3 or from Capital Contributions by Section 10.2(a) to the General Partners pursuant to Section 4.2(b), but prior to any payments under any of the other Service Notesextent Cash Flow is available therefor for such year.
(b) In consideration of the their consultation, advice and other services, guarantees and personal liabilities services in connection with the construction and development of the Apartment Complex and as provided consideration for the assignment described in the Development Services Agreement (1995)Section 6.14, the Partnership has issued the Development Services Agreement (1995) Note shall pay to SHLP. The amount of such Note shall be paid from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant (or their designee) a construction and development fee (the "Construction and Development Fee") in the principal amount of $56,680 which fee shall be earned in full as to Section 4.2(b), after each building in the Apartment Complex as of the date such building is completed. The Construction and Development Services Agreement (1993) Note Fee shall be payable $40,080 from the proceeds of the Third Installment and $16,600 from the proceeds of the Fourth Installment. Any portion of the Construction Contract Note (if issued) and Development Fee which shall not have been paid as of the date which is six months after it shall have been earned shall accrue interest at the Applicable Federal Rate in full, but prior to effect at the time earned from the date earned through the date of payment; any payments under such interest shall be payable in accordance with the Management Services Agreement Notes.provisions of Article X.
(c) The Partnership shall pay to BCCLP or an Affiliate thereof a fee (the "Asset Management Fee") commencing in 1996 1997 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partners Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 in the amount of $12,500 per calendar year750. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided, however, that if in any calendar fiscal year commencing with 19961997, Cash Flow is insufficient to pay the full amount of the Asset Management Fee and the General Partners either have not provided or are not obligated to provide, funds under Section 6.10 for the payment of such Fee, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the Asset Management Fee for 1996 shall be in an amount equal to $12,500 multiplied funded directly by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.
(d) In consideration for the services of constructing and equipping the buildings and other improvements comprising the Apartment Complex, the Partnership shall pay to SHLP a total fixed price equal to (a) $6,757,536, minus (b) all costs incurred by the Partnership prior to January 1, 1996, in obtaining the Permanent Mortgage, any limited partner's capital contribution, Cost Certification and the reservation and allocation of a housing credit dollar amount for the Apartment Complex from the Authority or in obtaining start-up legal or accounting services the costs of which are amortizable under Code Section 195, or in acquiring, constructing and developing the Apartment Complex (including, but not limited to, the costs of acquiring the land included in the Apartment Complex, and all Construction Mortgage costs and interest and all real property taxes attributable to the construction period of any building in the Apartment Complex), but not including any fees payable under the Development Services Agreement (1993), the Development Services Agreement (1995), or the Management Services Agreement. SHLP shall be required to pay all costs of constructing the Apartment Complex (other than costs incurred by the Partnership which offset the price payable to SHLP under the Construction Contract). Under the circumstances set forth in the Construction Contract, a portion of the price under such contract shall be paid by the issuance of the Construction Contract Note from the Partnership to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from capital contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note has been paid in full, but prior to any payments under the Development Services Agreement (1995) Note or the Management Services Agreement Notes. The balance of the price under the Construction Contract (meaning the portion not paid by issuance of the Construction Contract Note) shall be paid by the Partnership from the proceeds of the Construction or Permanent Mortgage or the Capital Contributions of the Investment Limited Partners.
(e) In consideration for the services described in the Management Services Agreement, the Partnership has issued certain of the Management Services Agreement Notes to SHLP and shall issue the remainder of such Notes to SHLP as and when provided for under such Agreement. The amount of such Notes shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after all the other Service Notes have been paid in full.
(f) In consideration of the services of the General Partner in managing the day-to-day business and affairs of the Partnership after the completion of construction of the Apartment Complex, the Partnership shall pay to the General Partner an annual fee (the "Partnership Management Fee") commencing in 1996 in the amount of up to $12,500, payable from Cash Flow in the manner and priority set forth in Section 10.2(a). The Partnership Management Fee shall be cumulative so that if there is not sufficient Cash Flow in any year to pay the amount of the Partnership Management Fee specified in Section 10.2(a), clause Seventh, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year or years in which there is sufficient Cash Flow or from the proceeds form of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the partnership Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366Subordinated Loan.
Appears in 1 contract
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Certain Payments to the General Partners and Others. (a) In consideration The Partnership shall pay to the General Partners a non-cumulative fee (the "Annual Partnership Management Fee") commencing in 1997 for their services in connection with the administration of the services which have been rendered under the Development Services Agreement (1993), day to day business of the Partnership has issued in the Development Services Agreement (1993) Note to SHLPamount of $1,000. The amount Annual Partnership Management Fee for each fiscal year of such Note the Partnership shall be paid by the Partnership payable from Cash Flow or otherwise in the manner and priority provided set forth in Sections 10.2 and 10.3 or from Capital Contributions by Section 10.2(a) to the General Partners pursuant to Section 4.2(b), but prior to any payments under any of the other Service Notesextent Cash Flow is available therefor for such year.
(b) In consideration of the their consultation, advice and other services, guarantees and personal liabilities services in connection with the construction and development of the Apartment Complex and as provided consideration for the assignment described in the Development Services Agreement (1995)Section 6.14, the Partnership has issued the Development Services Agreement (1995) Note shall pay to SHLP. The amount of such Note shall be paid from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant (or their designee) a construction and development fee (the "Construction and Development Fee") in the principal amount of $165,200 which fee shall be earned in full as to Section 4.2(b), after each building in the Apartment Complex as of the date such building is completed. The Construction and Development Services Agreement (1993) Note Fee shall be payable $127,063 from the proceeds of the Second Installment and $38,137 from the proceeds of the Third Installment. Any portion of the Construction Contract Note (if issued) and Development Fee which shall not have been paid as of the date which is six months after it shall have been earned shall accrue interest at the Applicable Federal Rate in full, but prior to effect at the time earned from the date earned through the date of payment; any payments under such interest shall be payable in accordance with the Management Services Agreement Notes.provisions of Article X.
(c) The Partnership shall pay to BCCLP or an Affiliate thereof a fee (the "Asset Management Fee") commencing in 1996 1997 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partners Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 in the amount of $12,500 per calendar year1,000. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided, however, that if in any calendar fiscal year commencing with 19961997, Cash Flow is insufficient to pay the full amount of the Asset Management Fee and the General Partners either have not provided or are not obligated to provide, funds under Section 6.10 for the payment of such Fee, the unpaid portion thereof shall accrue and be payable on a cumulative basis funded directly by the General Partner in the first year in which there is sufficient Cash Flow or from the proceeds form of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the Asset Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366Subordinated Loan.
(d) In consideration As a reimbursement for the services of constructing costs incurred, and equipping the buildings and other improvements comprising the Apartment Complex, the Partnership shall pay to SHLP a total fixed price equal to (a) $6,757,536, minus (b) all costs incurred by the Partnership prior to January 1, 1996profits earned, in obtaining connection with the Permanent Mortgage, any limited partner's capital contribution, Cost Certification and the reservation and allocation of a housing credit dollar amount for the Apartment Complex from the Authority or in obtaining start-up legal or accounting services the costs of which are amortizable under Code Section 195, or in acquiring, constructing and developing the Apartment Complex (including, but not limited to, the costs of acquiring the land included in the Apartment Complex, and all Construction Mortgage costs and interest and all real property taxes attributable to the construction period of any building in the Apartment Complex), but not including any fees payable under the Development Services Agreement (1993), the Development Services Agreement (1995), or the Management Services Agreement. SHLP shall be required to pay all costs of constructing the Apartment Complex (other than costs incurred by the Partnership which offset the price payable to SHLP under the Construction Contract). Under the circumstances set forth in the Construction Contract, a portion of the price under such contract shall be paid by the issuance of the Construction Contract Note from the Partnership to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from capital contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note has been paid in full, but prior to any payments under the Development Services Agreement (1995) Note or the Management Services Agreement Notes. The balance of the price under the Construction Contract (meaning the portion not paid by issuance of the Construction Contract Note) shall be paid by the Partnership from the proceeds of the Construction or Permanent Mortgage or the Capital Contributions of the Investment Limited Partners.
(e) In consideration for the services described in the Management Services Agreement, the Partnership has issued certain of the Management Services Agreement Notes to SHLP and shall issue the remainder of such Notes to SHLP as and when provided for under such Agreement. The amount of such Notes shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after all the other Service Notes have been paid in full.
(f) In consideration of the services of the General Partner in managing the day-to-day business and affairs of the Partnership after the completion of construction development of the Apartment Complex, the Partnership shall pay to the General Partner an annual fee (shall be paid the "Partnership Management Fee") commencing in 1996 in the amount sum of up to $12,500102,817 as developer's overhead, payable from Cash Flow in the manner and priority set forth in Section 10.2(a). The Partnership Management Fee shall be cumulative so that if there is not sufficient Cash Flow in any year to pay the amount of the Partnership Management Fee specified in Section 10.2(a), clause Seventh, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year or years in which there is sufficient Cash Flow or $89,528 from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, Third Installment and $13,289 from the partnership Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, proceeds of the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366Fourth Installment.
Appears in 1 contract
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Certain Payments to the General Partners and Others. (a) In consideration The Partnership shall pay to the General Partners, or their designee, a non-cumulative fee (the "Annual Partnership Management Fee") commencing in 1997 for services in connection with the administration of the services which have been rendered under the Development Services Agreement (1993), day to day business of the Partnership has issued the Development Services Agreement (1993) Note to SHLPin an annual amount of $3,000. The amount Annual Partnership Management Fee for each fiscal year of such Note the Partnership shall be paid by the Partnership payable from Cash Flow or otherwise in the manner and priority provided set forth in Sections 10.2 and 10.3 or from Capital Contributions by Section 10.2(a) to the General Partners pursuant to Section 4.2(b), but prior to any payments under any of the other Service Notesextent Cash Flow is available therefor for such year.
(b) In consideration of the their consultation, advice and other services, guarantees and personal liabilities services in connection with the construction and development of the Apartment Complex and as provided consideration for the assignment described in the Development Services Agreement (1995)Section 6.14, the Partnership has issued the Development Services Agreement (1995) Note shall pay to SHLP. The amount of such Note shall be paid from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after (or their designee) a construction and development fee (the "Development Services Agreement (1993Fee") Note in the principal amount of $55,000 which fee shall be payable $26,522 from the proceeds of the Third Installment and $20,000 from the proceeds of the Fourth Installment. Any portion of the Construction Contract Note (if issued) and Development Fee which shall not have been paid as of the date which is six months after it shall have been earned shall accrue interest at the Applicable Federal Rate in full, but prior to effect at the time earned from the date earned through the date of payment; any payments under such interest shall be payable in accordance with the Management Services Agreement Notes.provisions of Article X.
(c) The Partnership shall pay to BCCLP or an Affiliate thereof a fee (the "Asset Management FeeFee ") commencing in 1996 1997 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partners Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 in the annual amount of $12,500 per calendar year3,000. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided, however, that if in any calendar fiscal year commencing with 19961997, Cash Flow is insufficient to pay the full amount of the Asset Management Fee and the General Partners either have not provided or are not obligated to provide, funds under Section 6.10 for the payment of such Fee, the unpaid portion thereof General Partner shall accrue and be payable on a cumulative basis in obligated to make Subordinated Loans to the first year in which there is sufficient Cash Flow or from the proceeds Partnership to cover $3,000 of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the Asset Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.
(d) In consideration for the services of constructing and equipping the buildings and other improvements comprising the Apartment Complex, the Partnership shall pay to SHLP a total fixed price equal to (a) $6,757,536, minus (b) all costs incurred by the Partnership prior to January 1, 1996, in obtaining the Permanent Mortgage, any limited partner's capital contribution, Cost Certification and the reservation and allocation of a housing credit dollar amount for the Apartment Complex from the Authority or in obtaining start-up legal or accounting services the costs of which are amortizable under Code Section 195, or in acquiring, constructing and developing the Apartment Complex (including, but not limited to, the costs of acquiring the land included in the Apartment Complex, and all Construction Mortgage costs and interest and all real property taxes attributable to the construction period of any building in the Apartment Complex), but not including any fees payable under the Development Services Agreement (1993), the Development Services Agreement (1995), or the Management Services Agreement. SHLP shall be required to pay all costs of constructing the Apartment Complex (other than costs incurred by the Partnership which offset the price payable to SHLP under the Construction Contract). Under the circumstances set forth in the Construction Contract, a portion of the price under such contract shall be paid by the issuance of the Construction Contract Note from the Partnership to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from capital contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note has been paid in full, but prior to any payments under the Development Services Agreement (1995) Note or the Management Services Agreement Notes. The balance of the price under the Construction Contract (meaning the portion not paid by issuance of the Construction Contract Note) shall be paid by the Partnership from the proceeds of the Construction or Permanent Mortgage or the Capital Contributions of the Investment Limited Partners.
(e) In consideration for the services described in the Management Services Agreement, the Partnership has issued certain of the Management Services Agreement Notes to SHLP and shall issue the remainder of such Notes to SHLP as and when provided for under such Agreement. The amount of such Notes shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after all the other Service Notes have been paid in full.
(f) In consideration of the services of the General Partner in managing the day-to-day business and affairs of the Partnership after the completion of construction of the Apartment Complex, the Partnership shall pay to the General Partner an annual fee (the "Partnership Management Fee") commencing in 1996 in the amount of up to $12,500, payable from Cash Flow in the manner and priority set forth in Section 10.2(a). The Partnership Management Fee shall be cumulative so that if there is not sufficient Cash Flow in any year to pay the amount of the Partnership Management Fee specified in Section 10.2(a), clause Seventh, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year or years in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the partnership Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366such year.
Appears in 1 contract
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Certain Payments to the General Partners and Others. (a) In consideration The Partnership shall pay to the General Partners, or their designee, a fee (the "Annual Partnership Management Fee") commencing in 1998 for services in connection with the administration of the services which have been rendered under the Development Services Agreement (1993), day to day business of the Partnership has issued the Development Services Agreement (1993) Note in an annual amount equal to SHLP$500 per annum . The amount Annual Partnership Management Fee for each fiscal year of such Note the Partnership shall be paid by the Partnership payable from Cash Flow or otherwise in the manner and priority provided set forth in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b10.2(a), but prior to any payments under any of the other Service Notes.
(b) In consideration of the their consultation, advice and other services, guarantees and personal liabilities services in connection with the construction and development of the Apartment Complex Partnership Property and as provided consideration for the assignment described in the Development Services Agreement (1995)Section 6.14, the Partnership has issued shall pay to the General Partners (or their designee) a construction and development fee (the "Development Services Agreement (1995Fee") Note in the principal amount of $29,891 which fee shall be earned in full as to SHLPeach building in the Partnership Property as of the date such building is completed. The amount of such Note Development Fee shall be payable $29,891 from the proceeds of the Third Installment. Any portion of the Construction and Development Fee which shall not have been paid after payment of the Installments shall be payable from Cash Flow or otherwise cash flow as set forth in Section 10.2, with the manner and priority provided deferred developer's fee being paid in Sections 10.2 and 10.3 or from Capital Contributions full by the tenth year of operations. Any amount remaining to be paid at that time will be paid in full by the General Partners pursuant Partner, and will be considered a capital contribution to Section 4.2(b), the Partnership as of the date which is six months after the Development Services Agreement (1993) Note and the Construction Contract Note (if issued) it shall have been paid earned shall accrue interest at the Applicable Federal Rate in full, but prior to effect at the time earned from the date earned through the date of payment; any payments under such interest shall be payable in accordance with the Management Services Agreement Notes.provisions of Article X.
(c) The Partnership shall pay to BCCLP or an Affiliate thereof a fee (the "Asset Management FeeFee ") commencing in 1996 1998 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partners Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 in the annual amount of $12,500 per calendar year500. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided, however, that if in any calendar fiscal year commencing with 19961998, Cash Flow is insufficient to pay the full amount of the Asset Management Fee and the General Partners either have not provided or are not obligated to provide, funds under Section 6.10 for the payment of such Fee, the unpaid portion thereof General Partner shall accrue and be payable on a cumulative basis in obligated to make Subordinated Loans to the first year in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, Partnership to cover the Asset Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366Fee.
(d) In consideration for the services of constructing and equipping the buildings and other improvements comprising the Apartment Complex, the Partnership shall pay to SHLP a total fixed price equal to (a) $6,757,536, minus (b) all costs incurred by the Partnership prior to January 1, 1996, in obtaining the Permanent Mortgage, any limited partner's capital contribution, Cost Certification and the reservation and allocation of a housing credit dollar amount for the Apartment Complex from the Authority or in obtaining start-up legal or accounting services the costs of which are amortizable under Code Section 195, or in acquiring, constructing and developing the Apartment Complex (including, but not limited to, the costs of acquiring the land included in the Apartment Complex, and all Construction Mortgage costs and interest and all real property taxes attributable to the construction period of any building in the Apartment Complex), but not including any fees payable under the Development Services Agreement (1993), the Development Services Agreement (1995), or the Management Services Agreement. SHLP shall be required to pay all costs of constructing the Apartment Complex (other than costs incurred by the Partnership which offset the price payable to SHLP under the Construction Contract). Under the circumstances set forth in the Construction Contract, a portion of the price under such contract shall be paid by the issuance of the Construction Contract Note from the Partnership to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from capital contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note has been paid in full, but prior to any payments under the Development Services Agreement (1995) Note or the Management Services Agreement Notes. The balance of the price under the Construction Contract (meaning the portion not paid by issuance of the Construction Contract Note) shall be paid by the Partnership from the proceeds of the Construction or Permanent Mortgage or the Capital Contributions of the Investment Limited Partners.
(e) In consideration for the services described in the Management Services Agreement, the Partnership has issued certain of the Management Services Agreement Notes to SHLP and shall issue the remainder of such Notes to SHLP as and when provided for under such Agreement. The amount of such Notes shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after all the other Service Notes have been paid in full.
(f) In consideration of the services of the General Partner in managing the day-to-day business and affairs of the Partnership after the completion of construction of the Apartment Complex, the Partnership shall pay to the General Partner an annual fee (the "Partnership Management Fee") commencing in 1996 in the amount of up to $12,500, payable from Cash Flow in the manner and priority set forth in Section 10.2(a). The Partnership Management Fee shall be cumulative so that if there is not sufficient Cash Flow in any year to pay the amount of the Partnership Management Fee specified in Section 10.2(a), clause Seventh, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year or years in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the partnership Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.
Appears in 1 contract
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Certain Payments to the General Partners and Others. (a) In consideration The Partnership shall pay to the General Partners a non- cumulative fee (the "Annual Partnership Management Fee") commencing in 1997 for their services in connection with the administration of the services which have been rendered under the Development Services Agreement (1993), day to day business of the Partnership has issued the Development Services Agreement (1993) Note to SHLPin an annual amount of $750. The amount Annual Partnership Management Fee for each fiscal year of such Note the Partnership shall be paid by the Partnership payable from Cash Flow or otherwise in the manner and priority provided set forth in Sections 10.2 and 10.3 or from Capital Contributions by Section 10.2(a) to the General Partners pursuant to Section 4.2(b), but prior to any payments under any of the other Service Notesextent Cash Flow is available therefor for such year.
(b) In consideration of the their consultation, advice and other services, guarantees and personal liabilities services in connection with the construction and development of the Apartment Complex and as provided consideration for the assignment described in the Development Services Agreement (1995)Section 6.14, the Partnership has issued the Development Services Agreement (1995) Note shall pay to SHLP. The amount of such Note shall be paid from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant (or their designee) a construction and development fee (the "Construction and Development Fee") in the principal amount of $93,721, which fee shall be earned in full as to Section 4.2(b)each building in the Apartment Complex as of the date such building is completed. The Construction and Development Fee shall be payable $64,793 from the proceeds of the First Installment, after and $28,478 from the Development Services Agreement (1993) Note and proceeds of the Second Installment. Any portion of the Construction Contract Note (if issued) and Development Fee which shall not have been paid as of the date which is six months after it shall have been earned shall accrue interest at the Applicable Federal Rate in full, but prior to effect at the time earned from the date earned through the date of payment; any payments under such interest shall be payable in accordance with the Management Services Agreement Notes.provisions of Article X.
(c) The Partnership shall pay to BCCLP or an Affiliate thereof a fee (the "Asset Management Fee") commencing in 1996 1998 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partners Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 in the annual amount of $12,500 per calendar year750. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided, however, that if in any calendar fiscal year commencing with 19961998, Cash Flow is insufficient to pay the full amount of the Asset Management Fee and the General Partners either have not provided or are not obligated to provide, funds under Section 6.10 for the payment of such Fee, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the Asset Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.
(d) In consideration for the services of constructing and equipping the buildings and other improvements comprising the Apartment Complex, the Partnership shall pay to SHLP a total fixed price equal to (a) $6,757,536, minus (b) all costs incurred by the Partnership prior to January 1, 1996, in obtaining the Permanent Mortgage, any limited partner's capital contribution, Cost Certification and the reservation and allocation of a housing credit dollar amount for the Apartment Complex from the Authority or in obtaining start-up legal or accounting services the costs of which are amortizable under Code Section 195, or in acquiring, constructing and developing the Apartment Complex (including, but not limited to, the costs of acquiring the land included in the Apartment Complex, and all Construction Mortgage costs and interest and all real property taxes attributable to the construction period of any building in the Apartment Complex), but not including any fees payable under the Development Services Agreement (1993), the Development Services Agreement (1995), or the Management Services Agreement. SHLP shall be required to pay all costs of constructing the Apartment Complex (other than costs incurred by the Partnership which offset the price payable to SHLP under the Construction Contract). Under the circumstances set forth in the Construction Contract, a portion of the price under such contract shall be paid by the issuance of the Construction Contract Note from the Partnership to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from capital contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note has been paid in full, but prior to any payments under the Development Services Agreement (1995) Note or the Management Services Agreement Notes. The balance of the price under the Construction Contract (meaning the portion not paid by issuance of the Construction Contract Note) shall be paid by the Partnership from the proceeds of the Construction or Permanent Mortgage or the Capital Contributions of the Investment Limited Partners.
(e) In consideration for the services described in the Management Services Agreement, the Partnership has issued certain of the Management Services Agreement Notes to SHLP and shall issue the remainder of such Notes to SHLP as and when provided for under such Agreement. The amount of such Notes shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after all the other Service Notes have been paid in full.
(f) In consideration of the services of the General Partner in managing the day-to-day business and affairs of the Partnership after the completion of construction of the Apartment Complex, the Partnership shall pay to the General Partner an annual fee (the "Partnership Management Fee") commencing in 1996 in the amount of up to $12,500, payable from Cash Flow in the manner and priority set forth in Section 10.2(a10.2(b). The Partnership Management Fee .
(d) As a reimbursement for costs incurred, and profits earned, in connection with the development of the Apartment Complex, the General Partner shall be cumulative so that if there is not sufficient Cash Flow in any year to pay paid the amount sum of the Partnership Management Fee specified in Section 10.2(a)$105 as developer's overhead, clause Seventh, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year or years in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the partnership Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366Second Installment.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Boston Capital Tax Credit Fund Iv Lp)
Certain Payments to the General Partners and Others. (a) In consideration of the services which have been rendered under the Development Services Agreement (1993), the Partnership has issued the Development Services Agreement (1993) Note to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), but prior to any payments under any of the other Service Notes.
(b) In consideration of the their consultation, advice and other services, guarantees and personal liabilities services in connection with the construction and development of the Apartment Complex as provided in the Development Services Agreement (1995)Complex, the Partnership has issued paid to the Previous General Partners (or their designee) a construction and development fee (the "Construction and Development Services Agreement (1995Fee") Note in the principal amount of $567,100, which fee was deemed to SHLPhave been earned in full as of the Completion Date. The Construction and Development Fee was paid $400,000 from the proceeds of the Second Installment and $167,100 from the proceeds of the Third Installment.
(b) In consideration of its consultation, advice and other services in connection with the rehabilitation of the Apartment Complex, the Partnership shall pay to the Administrative General Partner (or its designee) a rehabilitation fee (the "Rehabilitation Fee") in the principal amount of such Note $213,151, which fee shall be paid deemed earned in full as of the Rehabilitation Completion Date. The Rehabilitation Fee shall be payable from Cash Flow or otherwise in from the manner and priority proceeds of a Capital Transaction as provided in Sections 10.2 and 10.3 or from Capital Contributions Article X, but in no event later than January 1, 2007. In the event that any portion of the Rehabilitation Fee remains unpaid on January 1, 2007, such amount shall be paid by the Partnership on said date from the proceeds of the additional Capital Contribution made by the Administrative General Partners Partner pursuant to Section 4.2(b4.2(g), after the Development Services Agreement (1993) Note and the Construction Contract Note (if issued) have been paid in full, but prior to any payments under the Management Services Agreement Notes.
(c) The Partnership shall pay to BCCLP or an Affiliate thereof a fee (the "Asset Management Reporting Fee") commencing in 1996 1989 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partners and assisting with the preparation of tax returns and the reports required by Section 12.7 in the annual amount of the lesser of (i) $12,500 3,500 or (ii) three- eighths of one per calendar yearcent (0.375%) of the Aggregate Cost of the Apartment Complex. The Asset Management Reporting Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided, however, that if in any calendar fiscal year commencing with 19961989, Cash Flow shall have been or is insufficient to pay the full amount of the Asset Management Fee and the General Partners either have not provided or are not obligated to provide, funds under Section 6.10 for the payment of such Reporting Fee, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the Asset Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.X.
(d) In consideration for the services of constructing and equipping the buildings and other improvements comprising the Apartment Complex, the Partnership shall pay to SHLP a total fixed price equal to (a) $6,757,536, minus (b) all costs incurred by the Partnership prior to January 1, 1996, in obtaining the Permanent Mortgage, any limited partner's capital contribution, Cost Certification and the reservation and allocation of a housing credit dollar amount for the Apartment Complex from the Authority or in obtaining start-up legal or accounting services the costs of which are amortizable under Code Section 195, or in acquiring, constructing and developing the Apartment Complex (including, but not limited to, the costs of acquiring the land included in the Apartment Complex, and all Construction Mortgage costs and interest and all real property taxes attributable to the construction period of any building in the Apartment Complex), but not including any fees payable under the Development Services Agreement (1993), the Development Services Agreement (1995), or the Management Services Agreement. SHLP shall be required to pay all costs of constructing the Apartment Complex (other than costs incurred by the Partnership which offset the price payable to SHLP under the Construction Contract). Under the circumstances set forth in the Construction Contract, a portion of the price under such contract shall be paid by the issuance of the Construction Contract Note from the Partnership to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from capital contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note has been paid in full, but prior to any payments under the Development Services Agreement (1995) Note or the Management Services Agreement Notes. The balance of the price under the Construction Contract (meaning the portion not paid by issuance of the Construction Contract Note) shall be paid by the Partnership from the proceeds of the Construction or Permanent Mortgage or the Capital Contributions of the Investment Limited Partners.
(e) In consideration for the services described in the Management Services Agreement, the Partnership has issued certain of the Management Services Agreement Notes to SHLP and shall issue the remainder of such Notes to SHLP as and when provided for under such Agreement. The amount of such Notes shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after all the other Service Notes have been paid in full.
(f) In consideration of the services of the General Partner in managing the day-to-day business and affairs of the Partnership after the completion of construction of the Apartment Complex, the Partnership shall pay to the Administrative General Partner an annual (or its designee) a fee (the "Annual Partnership Management Fee") commencing in 1996 1989 for its services in connection with the administration of the day to day business of the Partnership in an annual amount equal to the lesser of (i) $3,500 per annum or (ii) the excess of (A) three-eighths of one per cent (0.375%) of the Aggregate Cost of the Apartment Complex over (B) the amount of up the Reporting Fee attributable to $12,500, such year. The Annual Partnership Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a), provided, however, that if in any fiscal year commencing with 1989, Cash Flow is insufficient to pay the full amount of the Annual Partnership Management Fee, such fee shall accrue and be payable on a cumulative basis from the proceeds of a Capital Transaction as provided in Article X.
(e) The Partnership paid to the Previous General Partners (or their designees) a fee of $312,537 (the "Construction Management Fee") for their services in connection with monitoring and supervising ongoing construction activities at the Apartment Complex. The Partnership Construction Management Fee was paid $103,532 from the proceeds of the Third Installment and $209,005 from the proceeds of the Fourth Installment.
(f) In order to reimburse the Previous General Partners (or their designees) for overhead and other costs incurred in connection with the construction and development of the Apartment Complex, the Partnership paid to the Previous General Partners (or their designees) an overhead reimbursement (the "Overhead Reimbursement") in the amount of $234,000, which amount was deemed to have been earned in full as of the Completion Date. The Overhead Reimbursement was paid in full from the proceeds of the Third Installment.
(g) The Previous General Partners (or their designees) were paid an operating deficit guarantee fee (the "Operating Deficit Guarantee Fee") in the amount of $201,886 for their services in guaranteeing the payment of certain Partnership operating expenses. The Operating Deficit Guarantee Fee was paid in full from the proceeds of the Fourth Installment.
(h) The Partnership shall pay to the Managing General Partner (or its designee) a fee (the "Coordination Fee") commencing in 1995 for its services relating to the Tenant Advisory Board, the Tenant Review and Selection Committee and consultation with respect to the Welfare Property Tax Exemption, in an amount equal to $10,000 per annum. The Coordination Fee will be cumulative so that if there is not sufficient payable from Cash Flow in any year to pay the amount of the Partnership Management Fee specified manner and priority set forth in Section 10.2(a); provided, clause Seventhhowever, that if in any fiscal year commencing with 1995, Cash Flow is insufficient to pay the full amount of the Coordination Fee, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year or years in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding X.
(i) Upon any sale of the foregoingApartment Complex, the partnership Management Fee Administrative General Partner (or its designee) shall receive a fee for 1996 shall be preparing the Apartment Complex for sale (the "Sales Preparation Fee") in an amount equal to $12,500 multiplied by a fractionthree per cent (3%) of the gross sales price of the Apartment Complex. However, notwithstanding the foregoing, the numerator total compensation to all Persons for the sale of which is the number Apartment Complex shall be limited to a Competitive Real Estate Commission, not to exceed six per cent (6%) of days in 1996 after the date contract price for the sale of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366Apartment Complex.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Boston Capital Tax Credit Fund Iv Lp)
Certain Payments to the General Partners and Others. (a) In consideration The Partnership shall pay to the General Partners a non- cumulative fee (the Annual Partnership Management Fee) commencing in 1998 for their services in connection with the administration of the services which have been rendered under the Development Services Agreement (1993), day to day business of the Partnership has issued the Development Services Agreement (1993) Note in an annual amount equal to SHLP$1,500 per annum. The amount Annual Partnership Management Fee for each fiscal year of such Note the Partnership shall be paid by the Partnership payable from Cash Flow or otherwise in the manner and priority provided set forth in Sections 10.2 and 10.3 or from Capital Contributions by Section 10.2(a) to the General Partners pursuant to Section 4.2(b), but prior to any payments under any of the other Service Notesextent Cash Flow is available therefor for such year.
(b) In consideration of the their consultation, advice and other services, guarantees and personal liabilities services in connection with the construction and development of the Apartment Complex and as provided consideration for the assignment described in the Development Services Agreement (1995)Section 6.14, the Partnership has issued shall pay to the General Partners (or their designee) a construction and development fee (the Construction and Development Services Agreement (1995Fee) Note in the principal amount of $54,313, which fee shall be earned in full as to SHLPeach building in the Apartment Complex as of the date such building is completed. The Construction and Development Fee shall be payable $6,234 from the proceeds of the Second Installment, $45,771 from the proceeds of the Third Installment and $2,308 from the proceeds of the Fourth Installment. Any portion of the Construction and Development Fee which shall not have been paid after payment of the Installments shall be payable from cash flow as set forth in Section 10.2, with the deferred developer's fee being paid in full by the tenth year of operations. Any amount remaining to be paid at that time will be paid in full by the General Partner on such date in an amount equal to the aggregate amount of such Note shall be paid from Cash Flow or otherwise in unpaid portion(s) of the manner Construction and priority provided in Sections 10.2 and 10.3 or from Capital Contributions Development Fee; immediately upon receipt by the Partnership of such funds from the General Partners pursuant to Section 4.2(b)Partner, after the Development Services Agreement (1993Partnership shall pay all unpaid portion(s) Note and of the Construction Contract Note (if issued) have been paid and Development Fee to the recipient thereof in full, but prior to any payments under accordance with the Management Services Agreement Notesprovisions of this Section 6.12(b).
(c) The Partnership shall pay to BCCLP Boston Capital or an Affiliate thereof a fee (the "Asset Management Reporting Fee") commencing in 1996 1998 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partners Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 12.7, said Reporting Fee to be in the amount of $12,500 per calendar year1,500. The Asset Management Reporting Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided, however, that if in any calendar fiscal year commencing with 19961998, Cash Flow is insufficient to pay the full amount of the Asset Management Fee and the General Partners either have not provided or are not obligated to provide, funds under Section 6.10 for the payment of such Reporting Fee, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the Asset Management Fee for 1996 General Partner shall be in an amount equal obligated to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.
(d) In consideration for the services of constructing and equipping the buildings and other improvements comprising the Apartment Complex, the Partnership shall pay make Subordinated Loans to SHLP a total fixed price equal to (a) $6,757,536, minus (b) all costs incurred by the Partnership prior to January 1, 1996, in obtaining the Permanent Mortgage, any limited partner's capital contribution, Cost Certification and the reservation and allocation of a housing credit dollar amount for the Apartment Complex from the Authority or in obtaining start-up legal or accounting services the costs of which are amortizable under Code Section 195, or in acquiring, constructing and developing the Apartment Complex (including, but not limited to, the costs of acquiring the land included in the Apartment Complex, and all Construction Mortgage costs and interest and all real property taxes attributable to the construction period of any building in the Apartment Complex), but not including any fees payable under the Development Services Agreement (1993), the Development Services Agreement (1995), or the Management Services Agreement. SHLP shall be required to pay all costs of constructing the Apartment Complex (other than costs incurred by the Partnership which offset the price payable to SHLP under the Construction Contract). Under the circumstances set forth in the Construction Contract, a portion of the price under such contract shall be paid by the issuance of the Construction Contract Note from the Partnership to SHLP. The amount of such Note shall be paid by cover the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from capital contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note has been paid in full, but prior to any payments under the Development Services Agreement (1995) Note or the Management Services Agreement Notes. The balance of the price under the Construction Contract (meaning the portion not paid by issuance of the Construction Contract Note) shall be paid by the Partnership from the proceeds of the Construction or Permanent Mortgage or the Capital Contributions of the Investment Limited PartnersReporting Fee.
(e) In consideration for the services described in the Management Services Agreement, the Partnership has issued certain of the Management Services Agreement Notes to SHLP and shall issue the remainder of such Notes to SHLP as and when provided for under such Agreement. The amount of such Notes shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after all the other Service Notes have been paid in full.
(f) In consideration of the services of the General Partner in managing the day-to-day business and affairs of the Partnership after the completion of construction of the Apartment Complex, the Partnership shall pay to the General Partner an annual fee (the "Partnership Management Fee") commencing in 1996 in the amount of up to $12,500, payable from Cash Flow in the manner and priority set forth in Section 10.2(a). The Partnership Management Fee shall be cumulative so that if there is not sufficient Cash Flow in any year to pay the amount of the Partnership Management Fee specified in Section 10.2(a), clause Seventh, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year or years in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the partnership Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.
Appears in 1 contract
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Certain Payments to the General Partners and Others. (a) In consideration The Partnership shall pay to the General Partners a fee (the "Partnership Management Fee") commencing in 1998 for their services in connection with the administration of the services which have been rendered under the Development Services Agreement (1993), day to day business of the Partnership has issued the Development Services Agreement (1993) Note in an annual amount equal to SHLP$4,000 per annum. The amount Partnership Management Fee for each fiscal year of such Note the Partnership shall be paid by the Partnership payable from Cash Flow or otherwise in the manner and priority set forth in Section 10.3(a) to the extent Cash Flow is available therefor for such year; provided, however, that if in any fiscal year commencing with 1999, Cash Flow is insufficient to pay the full amount of the Partnership Management Fee, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is aufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), but prior to any payments under any of the other Service Notes.Article X.
(b) In consideration of the their consultation, advice and other services, guarantees and personal liabilities services in connection with the construction and development of the Apartment Complex and as provided consideration for the assignment described in the Development Services Agreement (1995)Section 6.13, the Partnership has issued the Development Services Agreement (1995) Note shall pay to SHLP. The amount of such Note shall be paid from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant (or their designee) a construction and development fee (the "Construction and Development Fee") in the amount of $194,000, which fee shall be earned in full as to Section 4.2(b), after each building in the Apartment Complex as of the date such building is completed. The Construction and Development Services Agreement (1993) Note Fee shall be payable $73,996 at the time of the Second Installment and $120,004 at the Construction Contract Note (if issued) have been paid in full, but prior to any payments under time of the Management Services Agreement Notespayment of the Third Installment.
(c) The Partnership shall pay to BCCLP or an Affiliate thereof a fee (the "Asset Management Fee") commencing in 1996 1998 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partners Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 in the annual amount of $12,500 per calendar year4,000. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a10.3(a); provided, however, that if in any calendar fiscal year commencing with 19961999, Cash Flow is insufficient to pay the full amount of the Asset Management Fee and the General Partners either have shortfall is not provided or are not obligated paid from funds advanced pursuant to provide, funds under Section 6.10 for the payment of such Fee6.10, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient aufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the Asset Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.
(d) In consideration for the services of constructing and equipping the buildings and other improvements comprising the Apartment Complex, the Partnership shall pay to SHLP a total fixed price equal to (a) $6,757,536, minus (b) all costs incurred by the Partnership prior to January 1, 1996, in obtaining the Permanent Mortgage, any limited partner's capital contribution, Cost Certification and the reservation and allocation of a housing credit dollar amount for the Apartment Complex from the Authority or in obtaining start-up legal or accounting services the costs of which are amortizable under Code Section 195, or in acquiring, constructing and developing the Apartment Complex (including, but not limited to, the costs of acquiring the land included in the Apartment Complex, and all Construction Mortgage costs and interest and all real property taxes attributable to the construction period of any building in the Apartment Complex), but not including any fees payable under the Development Services Agreement (1993), the Development Services Agreement (1995), or the Management Services Agreement. SHLP shall be required to pay all costs of constructing the Apartment Complex (other than costs incurred by the Partnership which offset the price payable to SHLP under the Construction Contract). Under the circumstances set forth in the Construction Contract, a portion of the price under such contract shall be paid by the issuance of the Construction Contract Note from the Partnership to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from capital contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note has been paid in full, but prior to any payments under the Development Services Agreement (1995) Note or the Management Services Agreement Notes. The balance of the price under the Construction Contract (meaning the portion not paid by issuance of the Construction Contract Note) shall be paid by the Partnership from the proceeds of the Construction or Permanent Mortgage or the Capital Contributions of the Investment Limited Partners.
(e) In consideration for the services described in the Management Services Agreement, the Partnership has issued certain of the Management Services Agreement Notes to SHLP and shall issue the remainder of such Notes to SHLP as and when provided for under such Agreement. The amount of such Notes shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after all the other Service Notes have been paid in full.
(f) In consideration of the services of the General Partner in managing the day-to-day business and affairs of the Partnership after the completion of construction of the Apartment Complex, the Partnership shall pay to the General Partner an annual fee (the "Partnership Management Fee") commencing in 1996 in the amount of up to $12,500, payable from Cash Flow in the manner and priority set forth in Section 10.2(a). The Partnership Management Fee shall be cumulative so that if there is not sufficient Cash Flow in any year to pay the amount of the Partnership Management Fee specified in Section 10.2(a), clause Seventh, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year or years in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the partnership Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.X.
Appears in 1 contract
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Certain Payments to the General Partners and Others. (a) In consideration of the services which have been rendered under the Development Services Agreement (1993), the Partnership has issued the Development Services Agreement (1993) Note to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), but prior to any payments under any of the other Service Notes.
(b) In consideration of the their consultation, advice and other services, guarantees and personal liabilities services in connection with the construction and development of the Apartment Complex as provided in the Development Services Agreement (1995)Complex, the Partnership has issued agreed to pay to the General Partners (or their designee) a construction and development fee (the "Construction and Development Services Agreement (1995Fee") Note in the principal amount of $410,029, which fee shall be earned in full as to SHLPeach building in the Apartment Complex as of the date that such building is completed. The amount of such Note Construction and Development Fee shall be paid $246,951 from Cash Flow or otherwise in the manner proceeds of the Loan Advance, $79,509 from the proceeds of the First Installment and priority provided in Sections 10.2 $36,278 from the proceeds of the Second Installment and 10.3 or $47,291 from Capital Contributions by the General Partners pursuant to Section 4.2(b), after proceeds of the Development Services Agreement (1993) Note and Third Installment. Any portion of the Construction Contract Note (if issued) and Development Fee which shall not have been paid as of the date which is six months after it shall have been earned shall accrue interest at the Applicable Federal Rate in full, but prior to effect at the time earned from the date earned through the date of payment; any payments under such interest shall be payable in accordance with the Management Services Agreement Notes.provisions of Article X.
(cb) The Partnership shall pay to BCCLP BCAMLP or an Affiliate thereof a fee (the "Asset Management Fee") commencing in 1996 1997 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partners and assisting with the preparation of tax returns and the reports required by Section 12.7 in the annual amount of the lesser of (i) $12,500 1,500 or (ii) one-half of one per calendar yearcent (0.5%) of the Aggregate Cost of the Apartment Complex. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided, however, that if in any calendar fiscal year commencing with 19961997, Cash Flow is insufficient to pay the full amount of the Asset Management Fee and the General Partners either have not provided or are not obligated to provide, funds under Section 6.10 for the payment of such Fee, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding To the foregoingextent Cash Flow in any year is insufficient to pay an Asset Management Fee of at least $750, the amount of such deficiency shall be paid directly by the General Partners to BCAMLP or an Affiliate thereof from their own funds. To the extent that there is sufficient Cash Flow in any year commencing with 1997 to pay all or a portion of the Asset Management Fee for 1996 shall be in an but such amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.
(d) In consideration for the services of constructing and equipping the buildings and other improvements comprising the Apartment Complex, the Partnership shall pay to SHLP a total fixed price equal to (a) $6,757,536, minus (b) all costs incurred by the Partnership prior to January 1, 1996, in obtaining the Permanent Mortgage, any limited partner's capital contribution, Cost Certification and the reservation and allocation of a housing credit dollar amount for the Apartment Complex from the Authority or in obtaining start-up legal or accounting services the costs of which are amortizable under Code Section 195, or in acquiring, constructing and developing the Apartment Complex (including, but cannot limited to, the costs of acquiring the land included in the Apartment Complex, and all Construction Mortgage costs and interest and all real property taxes attributable to the construction period of any building in the Apartment Complex), but not including any fees payable under the Development Services Agreement (1993), the Development Services Agreement (1995), or the Management Services Agreement. SHLP shall be required to pay all costs of constructing the Apartment Complex (other than costs incurred by the Partnership which offset the price payable to SHLP under the Construction Contract). Under the circumstances set forth in the Construction Contract, a portion of the price under such contract shall be paid by the issuance of the Construction Contract Note from the Partnership to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in due to any restrictions on distributions imposed by MHDC, then the manner and priority provided in Sections 10.2 and 10.3 or from capital contributions amount of the Asset Management Fee payable but for the MHDC restriction shall be paid directly by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note has been paid in full, but prior to any payments under the Development Services Agreement (1995) Note BCAMLP or the Management Services Agreement Notes. The balance of the price under the Construction Contract (meaning the portion not paid by issuance of the Construction Contract Note) shall be paid by the Partnership an Affiliate thereof from the proceeds of the Construction or Permanent Mortgage or the Capital Contributions of the Investment Limited Partnerstheir own funds.
(ec) In consideration for the services described in the Management Services Agreement, the Partnership has issued certain of the Management Services Agreement Notes to SHLP and shall issue the remainder of such Notes to SHLP as and when provided for under such Agreement. The amount of such Notes shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after all the other Service Notes have been paid in full.
(f) In consideration of the services of the General Partner in managing the day-to-day business and affairs of the Partnership after the completion of construction Upon any sale of the Apartment Complex, the General Partners (or their designee) shall receive a fee for preparing the Apartment Complex for sale (the "Sales Preparation Fee") in an amount equal to five per cent (5%) of the gross sales price of the Apartment Complex. However, notwithstanding the foregoing, the total compensation to all Persons for the sale of the Apartment Complex shall be limited to a Competitive Real Estate Commission, not to exceed six per cent (6%) of the contract price for the sale of the Apartment Complex. The General Partners or their Affiliates may act as exclusive listing agents of the Apartment Complex.
(d) The Partnership shall pay to the General Partner an annual Partners a fee (the "Annual Partnership Management Fee") commencing in 1996 1997 for their services in connection with the administration of the day to day business of the Partnership in an annual amount equal to the lesser of (i) $5,000 per annum or (ii) the excess of (A) one- half of one-percent (0.5%) of the Aggregate Cost of the Apartment Complex over (B) the amount of up the Asset Management Fee attributable to $12,500, such year. The Annual Partnership Management Fee for each fiscal year of the Partnership shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a). The Partnership Management Fee shall be cumulative so ; provided, however, that if there is not sufficient any fiscal year commencing with 1997, Cash Flow in any year is insufficient to pay the full amount of the Annual Partnership Management Fee specified in Section 10.2(a), clause SeventhFee, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year or years in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding X.
(e) The Partnership shall pay to the foregoing, Management Agent a management incentive fee (the partnership "Management Fee for 1996 Incentive Fee") of $11,846.50 per annum (plus accrued interest earned thereon) if such annual fee is earned in accordance with the terms and provisions of the Management Incentive Agreement. The Partnership will apply funds provided by the Class A Limited Partner to fund the annual Management Incentive Fee. Any funds so applied shall be in an amount equal to $12,500 multiplied by treated at the time of application as a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement Conditional Capital Contribution paid by the Investment Class A Limited Partners Partner to the Partnership and then applied by the denominator of which is 366Partnership to pay the Management Incentive Fee.
Appears in 1 contract
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Certain Payments to the General Partners and Others. (a) In consideration The Partnership shall pay to the General Partners, or their designee, a non-cumulative fee (the "Annual Partnership Management Fee") commencing in 1997 for services in connection with the administration of the services which have been rendered under the Development Services Agreement (1993), day to day business of the Partnership has issued the Development Services Agreement (1993) Note to SHLPin an annual amount of $3,000. The amount Annual Partnership Management Fee for each fiscal year of such Note the Partnership shall be paid by the Partnership payable from Cash Flow or otherwise in the manner and priority provided set forth in Sections 10.2 and 10.3 or from Capital Contributions by Section 10.2(a) to the General Partners pursuant to Section 4.2(b), but prior to any payments under any of the other Service Notesextent Cash Flow is available therefor for such year.
(b) In consideration of the their consultation, advice and other services, guarantees and personal liabilities services in connection with the construction and development of the Apartment Complex and as provided consideration for the assignment described in the Development Services Agreement (1995)Section 6.14, the Partnership has issued shall pay to the General Partners (or their designee) a construction and development fee (the "Development Services Agreement (1995Fee") Note to SHLP. The in the principal amount of such Note $65,000 which fee shall be paid $65,000 from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by proceeds of the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note and Second Installment . Any portion of the Construction Contract Note (if issued) and Development Fee which shall not have been paid as of the date which is six months after it shall have been earned shall accrue interest at the Applicable Federal Rate in full, but prior to effect at the time earned from the date earned through the date of payment; any payments under such interest shall be payable in accordance with the Management Services Agreement Notes.provisions of Article X.
(c) The Partnership shall pay to BCCLP or an Affiliate thereof a fee (the "Asset Management Fee") commencing in 1996 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partners Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 in the annual amount of $12,500 per calendar year3,000. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided, however, that if in any calendar fiscal year commencing with 19961997, Cash Flow is insufficient to pay the full amount of the Asset Management Fee and the General Partners either have not provided or are not obligated to provide, funds under Section 6.10 for the payment of such Fee, the unpaid portion thereof General Partner shall accrue and be payable on a cumulative basis in obligated to make Subordinated Loans to the first year in which there is sufficient Cash Flow or from the proceeds Partnership to cover $3,000 of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the Asset Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.
(d) In consideration for the services of constructing and equipping the buildings and other improvements comprising the Apartment Complex, the Partnership shall pay to SHLP a total fixed price equal to (a) $6,757,536, minus (b) all costs incurred by the Partnership prior to January 1, 1996, in obtaining the Permanent Mortgage, any limited partner's capital contribution, Cost Certification and the reservation and allocation of a housing credit dollar amount for the Apartment Complex from the Authority or in obtaining start-up legal or accounting services the costs of which are amortizable under Code Section 195, or in acquiring, constructing and developing the Apartment Complex (including, but not limited to, the costs of acquiring the land included in the Apartment Complex, and all Construction Mortgage costs and interest and all real property taxes attributable to the construction period of any building in the Apartment Complex), but not including any fees payable under the Development Services Agreement (1993), the Development Services Agreement (1995), or the Management Services Agreement. SHLP shall be required to pay all costs of constructing the Apartment Complex (other than costs incurred by the Partnership which offset the price payable to SHLP under the Construction Contract). Under the circumstances set forth in the Construction Contract, a portion of the price under such contract shall be paid by the issuance of the Construction Contract Note from the Partnership to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from capital contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note has been paid in full, but prior to any payments under the Development Services Agreement (1995) Note or the Management Services Agreement Notes. The balance of the price under the Construction Contract (meaning the portion not paid by issuance of the Construction Contract Note) shall be paid by the Partnership from the proceeds of the Construction or Permanent Mortgage or the Capital Contributions of the Investment Limited Partners.
(e) In consideration for the services described in the Management Services Agreement, the Partnership has issued certain of the Management Services Agreement Notes to SHLP and shall issue the remainder of such Notes to SHLP as and when provided for under such Agreement. The amount of such Notes shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after all the other Service Notes have been paid in full.
(f) In consideration of the services of the General Partner in managing the day-to-day business and affairs of the Partnership after the completion of construction of the Apartment Complex, the Partnership shall pay to the General Partner an annual fee (the "Partnership Management Fee") commencing in 1996 in the amount of up to $12,500, payable from Cash Flow in the manner and priority set forth in Section 10.2(a). The Partnership Management Fee shall be cumulative so that if there is not sufficient Cash Flow in any year to pay the amount of the Partnership Management Fee specified in Section 10.2(a), clause Seventh, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year or years in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the partnership Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366such year.
Appears in 1 contract
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Certain Payments to the General Partners and Others. (a) In consideration The Partnership shall pay to the General Partners a non- cumulative fee (the "Annual Partnership Management Fee") commencing in 1997 or their services in connection with the administration of the services which have been rendered under the Development Services Agreement (1993), day to day business of the Partnership has issued in the Development Services Agreement (1993) Note to SHLPannual amount of $1,856. The amount Annual Partnership Management Fee for each fiscal year of such Note the Partnership shall be paid by the Partnership payable from Cash Flow or otherwise in the manner and priority provided set forth in Sections 10.2 and 10.3 or from Capital Contributions by Section 10.2(a) to the General Partners pursuant to Section 4.2(b), but prior to any payments under any of the other Service Notesextent Cash Flow is available therefor for such year.
(b) In consideration of the their consultation, advice and other services, guarantees and personal liabilities services in connection with the construction and development of the Apartment Complex and as provided consideration for the assignment described in the Development Services Agreement (1995)Section 6.14, the Partnership has issued the Development Services Agreement (1995) Note shall pay to SHLP. The amount of such Note shall be paid from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant (or their designee) a construction and development fee (the "Construction and Development Fee") in the principal amount of $279,954, which fee shall be earned in full as to Section 4.2(b)each building in the Apartment Complex as of the date such building is completed. The Construction and Development Fee shall be payable $125,000 from the proceeds of the Pre-Admission Advance, after $84,300 from the Development Services Agreement (1993) Note proceeds of the First Installment, $81,556 from the proceeds of the Second Installment, and $51,398 from the proceeds of the Third Installment. Any portion of the Construction Contract Note (if issued) and Development Fee which shall not have been paid as of the date which is six months after it shall have been earned shall accrue interest at the Applicable Federal Rate in full, but prior to effect at the time earned from the date earned through the date of payment; any payments under such interest shall be payable in accordance with the Management Services Agreement Notes.provisions of Article X.
(c) The Partnership shall pay to BCCLP or an Affiliate thereof a fee (the "Asset Management Fee") commencing in 1996 1997 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partners Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 in the annual amount of $12,500 per calendar year1,855. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided, however, that if in any calendar fiscal year commencing with 19961997, Cash Flow is insufficient to pay the full amount of the Asset Management Fee and the General Partners either have not provided or are not obligated to provide, funds under Section 6.10 for the payment of such Fee, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Cash Flow available or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the Asset Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366capital transaction.
(d) In consideration for the services of constructing and equipping the buildings and other improvements comprising the Apartment Complex, the Partnership shall pay to SHLP a total fixed price equal to (a) $6,757,536, minus (b) all costs incurred by the Partnership prior to January 1, 1996, in obtaining the Permanent Mortgage, any limited partner's capital contribution, Cost Certification and the reservation and allocation of a housing credit dollar amount for the Apartment Complex from the Authority or in obtaining start-up legal or accounting services the costs of which are amortizable under Code Section 195, or in acquiring, constructing and developing the Apartment Complex (including, but not limited to, the costs of acquiring the land included in the Apartment Complex, and all Construction Mortgage costs and interest and all real property taxes attributable to the construction period of any building in the Apartment Complex), but not including any fees payable under the Development Services Agreement (1993), the Development Services Agreement (1995), or the Management Services Agreement. SHLP shall be required to pay all costs of constructing the Apartment Complex (other than costs incurred by the Partnership which offset the price payable to SHLP under the Construction Contract). Under the circumstances set forth in the Construction Contract, a portion of the price under such contract shall be paid by the issuance of the Construction Contract Note from the Partnership to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from capital contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note has been paid in full, but prior to any payments under the Development Services Agreement (1995) Note or the Management Services Agreement Notes. The balance of the price under the Construction Contract (meaning the portion not paid by issuance of the Construction Contract Note) shall be paid by the Partnership from the proceeds of the Construction or Permanent Mortgage or the Capital Contributions of the Investment Limited Partners.
(e) In consideration for the services described in the Management Services Agreement, the Partnership has issued certain of the Management Services Agreement Notes to SHLP and shall issue the remainder of such Notes to SHLP as and when provided for under such Agreement. The amount of such Notes shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after all the other Service Notes have been paid in full.
(f) In consideration of the services of the General Partner in managing the day-to-day business and affairs of the Partnership after the completion of construction of the Apartment Complex, the Partnership shall pay to the General Partner an annual fee (the "Partnership Management Fee") commencing in 1996 in the amount of up to $12,500, payable from Cash Flow in the manner and priority set forth in Section 10.2(a). The Partnership Management Fee shall be cumulative so that if there is not sufficient Cash Flow in any year to pay the amount of the Partnership Management Fee specified in Section 10.2(a), clause Seventh, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year or years in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the partnership Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.
Appears in 1 contract
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Certain Payments to the General Partners and Others. (a) In consideration of the services which have been rendered under the Development Services Agreement (1993), the Partnership has issued the Development Services Agreement (1993) Note to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), but prior to any payments under any of the other Service Notes.
(b) In consideration of the consultation, advice and other services, guarantees and personal liabilities in connection with the construction and development of the Apartment Complex as provided in the Development Services Agreement (1995), the Partnership has issued the Development Services Agreement (1995) Note to SHLP. The amount of such Note shall be paid from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note and the Construction Contract Note (if issued) have been paid in full, but prior to any payments under the Management Services Agreement Notes.
(c) The Partnership shall pay to BCCLP or an Affiliate thereof the General Partners a fee (the "Asset Annual Partnership Management Fee") commencing in 1996 1997 for its their services in connection with the Partnership's accounting matters relating administration of the day-to-day business of the Partnership in an annual amount equal to the Investment Limited Partners and assisting with the preparation of tax returns and the reports required by Section 12.7 in the amount of $12,500 1,187 per calendar yearannum. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided, however, that if in any calendar fiscal year commencing with 19961997, Cash Flow is insufficient to pay the full amount of the Asset Management Fee and the General Partners either have not provided or are not obligated to provide, funds under Section 6.10 for the payment of such Fee, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the Asset Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.X.
(d) In consideration for the services of constructing and equipping the buildings and other improvements comprising the Apartment Complex, the Partnership shall pay to SHLP a total fixed price equal to (a) $6,757,536, minus (b) all costs incurred by the Partnership prior to January 1, 1996, in obtaining the Permanent Mortgage, any limited partner's capital contribution, Cost Certification and the reservation and allocation of a housing credit dollar amount for the Apartment Complex from the Authority or in obtaining start-up legal or accounting services the costs of which are amortizable under Code Section 195, or in acquiring, constructing and developing the Apartment Complex (including, but not limited to, the costs of acquiring the land included in the Apartment Complex, and all Construction Mortgage costs and interest and all real property taxes attributable to the construction period of any building in the Apartment Complex), but not including any fees payable under the Development Services Agreement (1993), the Development Services Agreement (1995), or the Management Services Agreement. SHLP shall be required to pay all costs of constructing the Apartment Complex (other than costs incurred by the Partnership which offset the price payable to SHLP under the Construction Contract). Under the circumstances set forth in the Construction Contract, a portion of the price under such contract shall be paid by the issuance of the Construction Contract Note from the Partnership to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from capital contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note has been paid in full, but prior to any payments under the Development Services Agreement (1995) Note or the Management Services Agreement Notes. The balance of the price under the Construction Contract (meaning the portion not paid by issuance of the Construction Contract Note) shall be paid by the Partnership from the proceeds of the Construction or Permanent Mortgage or the Capital Contributions of the Investment Limited Partners.
(e) In consideration for the services described in the Management Services Agreement, the Partnership has issued certain of the Management Services Agreement Notes to SHLP and shall issue the remainder of such Notes to SHLP as and when provided for under such Agreement. The amount of such Notes shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after all the other Service Notes have been paid in full.
(f) In consideration of their consultation, advice and other services in connection with the services of the General Partner in managing the day-to-day business construction and affairs of the Partnership after the completion of construction development of the Apartment ComplexComplex and as consideration for the assignment described in Section 6.14, the Partnership shall pay to the General Partner Partners (or their designee) a construction and development fee of $11,499 (the "Construction and Development Fee"), which fee shall be earned in full as to each building in the Apartment Complex as of the date such building is completed and payable out of the Capital Contribution of the Investment Limited Partner. Any deferred portion of the Construction and Development Fee which shall not have been paid as of the date which is six months after it shall have been earned shall accrue interest at the Applicable Federal Rate in effect at the time earned from the date earned through the date of payment; any such interest shall be payable in accordance with the provisions of Article X.
(c) The Partnership shall pay to Boston Capital or an annual Affiliate thereof a fee (the "Partnership Asset Management Fee") commencing in 1996 1997 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 in the annual amount of up to $12,500, 1,187. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a). The Partnership Management Fee shall be cumulative so ; provided, however, that if there is not sufficient in any fiscal year commencing with 1997, Cash Flow in any year is insufficient to pay the full amount of the Partnership Asset Management Fee specified in Section 10.2(a), clause SeventhFee, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year or years in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the partnership Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.X.
Appears in 1 contract
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Certain Payments to the General Partners and Others. (a) In consideration of the services which have been rendered under the Development Services Agreement (1993), the Partnership has issued the Development Services Agreement (1993) Note to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), but prior to any payments under any of the other Service Notes.
(b) In consideration of the consultation, advice and other services, guarantees and personal liabilities in connection with the construction and development of the Apartment Complex as provided in the Development Services Agreement (1995), the Partnership has issued the Development Services Agreement (1995) Note to SHLP. The amount of such Note shall be paid from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note and the Construction Contract Note (if issued) have been paid in full, but prior to any payments under the Management Services Agreement Notes.
(c) The Partnership shall pay to BCCLP or an Affiliate thereof the General Partners a cumulative fee (the "Asset Partnership Management Fee") commencing in 1996 1999 for its their services in connection with the Partnership's accounting matters relating administration of the day to day business of the Investment Limited Partners and assisting with the preparation of tax returns and the reports required by Section 12.7 Partnership in the an annual amount of equal to $12,500 7,200 per calendar yearannum. The Asset Partnership Management Fee for each fiscal year of the Partnership shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a)10.3(a) to the extent Cash Flow is available therefor for such year; provided, however, that if in any calendar fiscal year commencing with 19961999, Cash Flow is insufficient to pay the full amount of the Asset Partnership Management Fee and the General Partners either have not provided or are not obligated to provide, funds under Section 6.10 for the payment of such Fee, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding the foregoing, the Asset Management Fee for 1996 shall be in an amount equal to $12,500 multiplied by a fraction, the numerator of which is the number of days in 1996 after the date of signing of this Agreement by the Investment Limited Partners and the denominator of which is 366.X.
(d) In consideration for the services of constructing and equipping the buildings and other improvements comprising the Apartment Complex, the Partnership shall pay to SHLP a total fixed price equal to (a) $6,757,536, minus (b) all costs incurred by the Partnership prior to January 1, 1996, in obtaining the Permanent Mortgage, any limited partner's capital contribution, Cost Certification and the reservation and allocation of a housing credit dollar amount for the Apartment Complex from the Authority or in obtaining start-up legal or accounting services the costs of which are amortizable under Code Section 195, or in acquiring, constructing and developing the Apartment Complex (including, but not limited to, the costs of acquiring the land included in the Apartment Complex, and all Construction Mortgage costs and interest and all real property taxes attributable to the construction period of any building in the Apartment Complex), but not including any fees payable under the Development Services Agreement (1993), the Development Services Agreement (1995), or the Management Services Agreement. SHLP shall be required to pay all costs of constructing the Apartment Complex (other than costs incurred by the Partnership which offset the price payable to SHLP under the Construction Contract). Under the circumstances set forth in the Construction Contract, a portion of the price under such contract shall be paid by the issuance of the Construction Contract Note from the Partnership to SHLP. The amount of such Note shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from capital contributions by the General Partners pursuant to Section 4.2(b), after the Development Services Agreement (1993) Note has been paid in full, but prior to any payments under the Development Services Agreement (1995) Note or the Management Services Agreement Notes. The balance of the price under the Construction Contract (meaning the portion not paid by issuance of the Construction Contract Note) shall be paid by the Partnership from the proceeds of the Construction or Permanent Mortgage or the Capital Contributions of the Investment Limited Partners.
(e) In consideration for the services described in the Management Services Agreement, the Partnership has issued certain of the Management Services Agreement Notes to SHLP and shall issue the remainder of such Notes to SHLP as and when provided for under such Agreement. The amount of such Notes shall be paid by the Partnership from Cash Flow or otherwise in the manner and priority provided in Sections 10.2 and 10.3 or from Capital Contributions by the General Partners pursuant to Section 4.2(b), after all the other Service Notes have been paid in full.
(f) In consideration of his consultation, advice and other services in connection with the services of the General Partner in managing the day-to-day business construction and affairs of the Partnership after the completion of construction development of the Apartment ComplexComplex and as consideration for the assignment described in Section 6.14, the Partnership shall pay to the General Partner an annual Partners (or their designee) a construction and development fee (the "Construction and Development Fee") in the amount of $435,000 (of which $87,000 shall be paid to the General Partner and $348,000 to the Managing General Partner), which fee shall be earned in full as to each building in the Apartment Complex as of the date such building is completed. The Construction and Development Fee shall be payable $168,397 at the time of the Second Installment and $266,603 at the time of the payment of the Third Installment.
(c) The Partnership shall pay to BCCLP or an Affiliate thereof a fee (the "Asset Management Fee") commencing in 1996 1999 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 in the annual amount of up to $12,500, 7,200. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a10.3(a). The Partnership Management Fee shall be cumulative so ; provided, however, that if there is not sufficient in any fiscal year commencing with 1999, Cash Flow in any year is insufficient to pay the full amount of the Partnership Asset Management Fee specified in and the shortfall is not paid from funds advanced pursuant to Section 10.2(a), clause Seventh6.11, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year or years in which there is sufficient Cash Flow or from the proceeds of a Capital Transaction as provided in Article X. Notwithstanding X.
(d) In consideration of its services in connection with any sale of the foregoingApartment Complex in accordance with this Agreement, the partnership Management Fee for 1996 General Partner (or its designee) shall be entitled to a Sales Disposition Fee (the "Sales Disposition Fee") in an the amount equal of 3% of the sales price of the Apartment Complex. Such fee will be reduced to $12,500 multiplied the extent necessary so that all fees and expenses to the Partnership in connection with such sale will not exceed 6% as required by a fractionArticle III.
(e) As reimbursement for costs incurred in connection with the development of the Apartment Complex, the numerator Partnership shall pay to the Managing General Partner (or his designee) an overhead reimbursement (the "Developer's Overhead Reimbursement") in the amount of $11,941, which is amount shall be earned in full as to each building in the number Apartment Complex as of days in 1996 after the date such building is completed. The Developer's Overhead Reimbursement shall be payable in the amount of signing $11,941 at the time of this Agreement by the Investment Limited Partners and payment of the denominator of which is 366Third Installment.
Appears in 1 contract
Samples: Articles of Partnership (Boston Capital Tax Credit Fund Iv Lp)
