Offering and Organizational Expenses Sample Clauses

Offering and Organizational Expenses. (a) Throughout the term of the Partnership, the Partnership will bear all of its own costs and expenses, including the Portfolio Management Fee; the fees of the AIFM, investment expenses (e.g., expenses that, in the AIFM's (or any delegate thereof) discretion, in consultation with the General Partner, are related to the investment of the Partnership's assets including, for the avoidance of doubt expenses incurred in relation to sourcing, structuring, managing and closing of investments, including travel expenses in respect of any such activities, whether or not such investments are consummated); interest on and fees and expenses arising out of all permitted borrowings made by the Partnership; professional fees (including expenses of consultants, investment bankers, custodians, attorneys, accountants, external valuers and other experts) relating to investments; research expenses; administrative expenses (including fees and expenses of the Administrator, the depositary and other similar service providers); external legal expenses; costs of preparing updates to the Offering Memorandum, the Partnership Agreement and of preparing side letters; custodian expenses; external accounting and valuation expenses (including the cost of accounting software packages); audit and tax preparation expenses; research and market data; compliance and regulatory expenses for the AIFM (or any sub-advisor), the General Partner and the Partnership (including fees and expenses with respect to any FATCA or other automatic exchange of information regime compliance, the AIFM Directive and SFDR); costs related to errors and omissions insurance for the General Partner, AIFM and/or any sub-advisor thereof; entity-level taxes; organizational expenses incurred in the formation of the Partnership and Affiliates thereof; expenses incurred in connection with the offering and sale of the Interests and other similar expenses related to the Partnership, such as fees of placement agents and the cost of registering the Partnership for marketing in other jurisdictions; all registration fees, filing fees and other expenses charged by the jurisdiction in which the Partnership is formed; indemnification expenses; and extraordinary expenses. (b) The Partnership will not pay any costs or expenses (including, without limitation, legal fees) incurred by any Limited Partner in connection with its investment in the Partnership. (c) To the extent that any of the General Partner, the Portfolio Manager or their...
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Offering and Organizational Expenses for the acquisition of, and the ongoing operation of, the Mortgage Investments and the earning of income through a Mortgage Investment, as hereinafter outlined;
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Offering and Organizational Expenses. SB will initially bear all of the offering and organizational expenses related to the Initial Offering Period which are estimated at $75,000. Offering and organizational expenses will be reimbursed to SB from interest accrued to the Partnership. Offering expenses incurred in the Continuous Offering will be paid by the Partnership.
Sample 1
Offering and Organizational Expenses. The Partnership shall be responsible for the payment of all Offering and Organizational Expenses. Except as otherwise specifically provided herein, the Partnership will pay all costs and expenses related to its activities, investments, operations and business, including: (a) all Management Fees; (b) all expenses of property managers, custodians, legal counsel, accountants (including auditors retained to conduct audits), professional advisors and service providers retained by the Partnership for Partnership purposes; (c) subject to Section 11.4, all indemnification amounts paid to an Indemnitee and all expenses relating to litigation or to the enforcement and protection of rights relating to the Partnership (other than litigation or the enforcement and protection of rights relating to the Partnership against the General Partner for which indemnification is not provided); (d) all taxes, fees or other governmental charges levied against the Partnership and any land transfer tax payable by a Limited Partner in respect of the acquisition by the Partnership of any direct or indirect interest in the Project, but excluding any land transfer tax payable in respect of a transfer of Units as contemplated in Section 14.1(b)(iv); (e) all commissions, service charges, brokerage fees and disbursements directly related to the transactions for the Project and taxes of all kinds to which the Partnership might be subject as a result thereof (“Transaction Expenses”); (f) all expenses incurred in connection with the fulfilment of statutory or other compliance requirements and convening any meeting of Limited Partners; and (g) any premiums payable in respect of D&O insurance for directors and officers of the General Partner; in each case to the extent that any of the expenses are not reimbursed by other parties.
Sample 1
Offering and Organizational Expenses. The Partnership shall pay all Offering and Organizational Expenses; provided, however, that the General Partner will directly pay (without recourse to, or right of reimbursement by, the Partnership) such Expenses to the extent they exceed 5% of Gross Proceeds.
Sample 1

Related to Offering and Organizational Expenses

  • Organizational Expenses The Partnership shall elect to deduct expenses, if any, incurred by it in organizing the Partnership ratably over a sixty (60) month period as provided in Section 709 of the Code.

  • Incorporation and Organization The Corporation has been incorporated or formed, as the case may be, is organized and is a valid and subsisting corporation or partnership, as the case may be, under the laws of its jurisdiction of existence and has all requisite corporate power and capacity to carry on its business as now conducted or proposed to be conducted and to own or lease and operate the property and assets thereof.

  • Due Incorporation and Organization The Adviser is duly organized and is in good standing under the laws of the State of Connecticut and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder.

  • Organization and Offering Expenses All expenses incurred by and to be paid from the assets of the Company in connection with and in preparing the Company for registration of and subsequently offering and distributing its Shares to the public, which may include but are not limited to, total underwriting and brokerage discounts and commissions (including fees of the underwriters’ attorneys); expenses for printing, engraving and mailing; salaries of employees while engaged in sales activity; charges of transfer agents, registrars, trustees, escrow holders, depositaries and experts; and expenses of qualification of the sale of the securities under Federal and State laws, including taxes and fees, accountants’ and attorneys’ fees.

  • Professional Organizations During the Term, Executive shall be reimbursed by the Company for the annual dues payable for membership in professional societies associated with subject matter related to the Company's interests. New memberships for which reimbursement will be sought shall be approved by the Company in advance.

  • Organizational Expenses; Liabilities of the Holders (a) The Servicer shall pay organizational expenses of the Issuer as they may arise. (b) No Certificateholder (including the Seller if the Seller becomes a Certificateholder) shall have any personal liability for any liability or obligation of the Issuer.

  • Organizational and Offering Expenses All expenses incurred by or on behalf of the Company in connection with and in preparing the Company for registration of, and subsequently offering and distributing to the public, its Shares, whether incurred before or after the date of this Agreement, which may include but are not limited to: total underwriting and brokerage discounts and commissions including fees of the underwriters’ attorneys; expenses for printing, engraving and mailing; salaries of employees while engaged in sales activity; telephone and other telecommunications costs; all advertising and marketing expenses (including the costs related to investor and broker-dealer sales meetings); charges of transfer agents, registrars, trustees, escrow holders, depositories and experts; and fees, expenses and taxes related to the filing, registration and qualification of the sale of the Shares under federal and state laws, including accountants’ and attorneys’ fees and expenses.

  • Technical and Organizational Measures The following sections define SAP’s current technical and organizational measures. SAP may change these at any time without notice so long as it maintains a comparable or better level of security. Individual measures may be replaced by new measures that serve the same purpose without diminishing the security level protecting Personal Data.

  • Initial Contribution of Trust Property; Organizational Expenses The Property Trustee acknowledges receipt in trust from the Depositor in connection with the Original Trust Agreement of the sum of $10, which constituted the initial Trust Property. The Depositor shall pay organizational expenses of the Trust as they arise or shall, upon request of any Trustee, promptly reimburse such Trustee for any such expenses paid by such Trustee. The Depositor shall make no claim upon the Trust Property for the payment of such expenses.

  • Organization Expenses All expenses incurred in connection with organization of the Company will be paid by the Company.

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