Offering and Organizational Expenses. (a) Throughout the term of the Partnership, the Partnership will bear all of its own costs and expenses, including the Investment Management Fee; the fees of the AIFM, the 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 Memorandum, 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, SFDR and the Taxonomy Regulation); costs related to errors and omissions insurance for the General Partner, AIFM and/or any sub-advisor thereof; the Partnership’s share of any Investment Structure expenses; 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.
Offering and Organizational Expenses. (b) for the acquisition of, and the ongoing operation of, the Mortgage Investments and the earning of income through a Mortgage Investment, as hereinafter outlined;
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.
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. 5.3
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.
