Deduction of Association Dues and Fees Sample Clauses

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Deduction of Association Dues and Fees 

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• Expenses and Fees Except as expressly provided otherwise herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such expenses.

• Dues and Fees Grantee certifies that it is not prohibited from receiving an Award because it pays dues or fees on behalf of its employees or agents, or subsidizes or otherwise reimburses them for payment of their dues or fees to any club which unlawfully discriminates (775 ILCS 25/1 et seq.).

• Remuneration and fees In most cases we are paid by commission from the insurer but in some circumstances, we may charge you a fee instead of commission or a combination of both where we arrange policies with a low commission. Where we charge a fee, this will not be liable for insurance premium tax or value added tax (insurance is a VAT exempt industry). All fees will be advised verbally and/or will be included within the Statement of Price document before you incept your policy. We will also make the following administration charges per policy: See Appendix 1 Our commission and fee(s) are earned on placement of your insurance. If you make a change or cancel your policy mid-term (other than in the 14-day Cooling Off period) which results in a return premium, we will retain all fees and any commission to cover our administration and advisory services. Our fees will be clearly shown in any invoice we issue to you, and we will advise you of the amount of any charge before you become liable to paying it. We have arrangements with some insurers to receive additional payments reflecting the size and/or profitability of our account with them and/or in respect of work we undertake on their behalf, and we will advise you where this is the case.

• CONTRACT LIMIT AND FEES AND EXPENSES to change the not-to- exceed total amount of the Contract from SIX HUNDRED THOUSAND DOLLARS AND NO CENTS ($600,000.00) to ONE MILLION DOLLARS AND NO CENTS ($1,000,000.00) through the end of the first renewal term of the Contract, as approved by RRC Commissioners on September 18, 2018.

• Payment of Expenses and Fees 3.1 The Corporation agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Selected Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Corporation’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Corporation shall designate as appropriate and the determination of their eligibility for investment under state law as aforesaid and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Dealer Manager; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Corporation’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the Corporation’s other obligations hereunder. 3.2 In addition, the Corporation shall reimburse the Dealer Manager for due diligence expenses of up to 0.5% of gross proceeds from the sale of the Offered Shares for bona fide accountable due diligence expenses incurred by the Dealer Manager or any Selected Dealer. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Selected Dealer and their personnel when visiting the Corporation’s offices to verify information relating to the Corporation. The Dealer Manager or any Selected Dealer shall provide to the Corporation a detailed and itemized invoice for any such due diligence expenses.

• Reimbursement for Expenses of a Witness or in Response to a Subpoena Notwithstanding any other provision of this Agreement, to the extent that Indemnitee, by reason of his or her Corporate Status, (i) is a witness in any Proceeding to which Indemnitee is not a party and is not threatened to be made a party or (ii) receives a subpoena with respect to any Proceeding to which Indemnitee is not a party and is not threatened to be made a party, the Company shall reimburse Indemnitee for all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

• Payment of Transfer Taxes, Fees and Other Expenses The Company agrees to pay any and all original issue taxes and stock transfer taxes that may be imposed on the issuance of shares received by an Employee in connection with the Restricted Stock Units, together with any and all other fees and expenses necessarily incurred by the Company in connection therewith.

• Other Fees and Expenses Borrower shall pay to Agent, for its own account, all charges for returned items and all other bank charges incurred by Agent, as well as Agent's standard wire transfer charges for each wire transfer made under this Agreement.

• Interest Fees and Expenses (a) Interest on the Revolving Loans, whether bearing interest based on the Chase Bank Rate or LIBOR, shall be payable monthly as of the end of each month. Chase Bank Rate Loans shall be an amount equal to the Chase Bank Rate plus one quarter of one percent (.25%) per annum on the average of the net balances owing by the Company to CIT in the Revolving Loan Account at the close of each day during such month. In the event of any change in said Chase Bank Rate, the rate hereunder for Chase Bank Rate Loans shall change, as of the date of such change, so as to remain one quarter of one percent (.25%) above the Chase Bank Rate. The rate hereunder for Chase Bank Rate Loans shall be calculated based on a 360-day year. CIT shall be entitled to charge the Company's Revolving Loan Account at the rate provided for herein when due until all Obligations have been paid in full. (b) Notwithstanding any provision to the contrary contained in this section 8, in the event that the sum of the outstanding Revolving Loans exceed the lesser of either (x) the maximum aggregate amount available under Sections 3 and 5 of this Financing Agreement or (y) the Revolving Line of Credit: (A) as a result of Revolving Loans advanced by CIT at the request of the Company (herein "Requested Overadvances"), for any one (1) or more days in any month, or (B) for any other reason whatsoever (herein "Other Overadvances") and such Other Overadvances continue for five (5) or more days in any month , the average net balance of all Revolving Loans for such month shall bear interest at the Overadvance Rate. (c) Upon and after the occurrence of an Event of Default and the giving of any required notice by CIT in accordance with the provisions of Section 10, Paragraph 10.2 hereof, all Obligations shall bear interest at the Default Rate of Interest. 8.2 Interest on the Term Loan shall be payable monthly as of the end of each month on the unpaid balance or on payment in full prior to maturity. Chase Bank Rate Loans shall be in an amount equal to the Chase Bank Rate plus one half of one percent (.50%) per annum. In the event of any change in said Chase Bank Rate the rate hereunder for any such Chase Bank Rate Loans shall change, as of the date of such change, so as to remain one half of one percent (.50%) above the Chase Bank Rate. The rate hereunder shall be calculated based on a 360 day year. CIT shall be entitled to charge the Revolving Loan Account at the rate provided for herein when due until all Obligations have been paid in full. Notwithstanding the foregoing, if the Term Loan is not repaid in full by April 1, 2001, the rate of interest set forth in this Section 8.2 shall increase by one-half of

• Compensation and Fees (a) As Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors in a Partnership whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.5% Dealer-Manager fee; (ii) a 7% Sales Commission; and (iii) an up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses. (b) All of the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. A portion of the balance of the 2.5% Dealer-Manager fee may be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the NASD Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7% Sales Commission and the 2.5% Dealer-Manager fee not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this Agreement, all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 as described above have been received by the respective Partnership and accepted by the respective Partnership; and (ii) the subscription proceeds have been released from the escrow account to the respective Partnership. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.