Organization and Offering Expense Reimbursements Sample Clauses

Organization and Offering Expense Reimbursements. All Organization and Offering Expense reimbursements will be apportioned between the Advisor and Sub-advisor pro rata based on the amount of such Organization and Offering Expenses reimbursements due each as of the date of the reimbursement. (A) It is understood and agreed that the Company shall be under no obligation to reimburse the Advisor or Sub-advisor to the extent such reimbursement would cause the total amount spent by the Company on Organization and Offering Expenses (excluding underwriting and brokerage discounts and commissions, but including third-party due diligence fees as set forth in detailed and itemized invoices) to exceed 1.5% of Gross Proceeds raised in a Public Offering as of the termination of such Public Offering; and (B) Within 60 days after the end of the month in which a Public Offering terminates, the Sub-advisor shall reimburse the Advisor, to the extent the Advisor was not reimbursed or had an obligation to reimburse the Company (and did so reimburse the Company), for Organization and Offering Expenses (excluding underwriting and brokerage discounts and commissions, but including third-party due diligence fees as set forth in detailed and itemized invoices) exceeding 1.5% of Gross Proceeds raised in a Public Offering. (C) The Company shall not reimburse the Advisor or Sub-advisor for any Organization and Offering Expenses that the Conflicts Committee determines are not fair and commercially reasonable to the Company. (D) The Company shall not make any reimbursement for any of the following Organization and Offering Expenses incurred by the Dealer Manager that are to be paid out of the Dealer Manager’s fee: (1) participating broker-dealer expense reimbursements (including meals with financial advisors and participating broker-dealer client seminars); (2) sales seminars sponsored by participating broker-dealers; (3) promotional items; (4) marketing support; (5) expenses in connection with bona fide training and educational meetings; (6) wholesaling commissions, wholesaling salaries and wholesaling expense reimbursements (including travel, meals and lodging in connection with the Offering); (7) occasional meals and entertainment expenses of participating broker-dealers; and (8) legal fees and expenses of the Dealer Manager associated with FINRA-related filings or the drafting and review of any dealer manager agreements, participating broker-dealer agreements and due diligence agreements.
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Organization and Offering Expense Reimbursements. The Organization and Offering Expense reimbursements to the Advisor permitted pursuant to Section 12(a)(i) of the Advisory Agreement shall be allocated as follows: 0.5% of the Gross Proceeds raised in any Primary Offering advanced to the Advisor in connection with each sale of Shares under a Primary Offering; and 1.5% of the Gross Proceeds raised in any Primary Offering to the Sub-advisor. (A) Notwithstanding the foregoing, 0.5% of the Gross Proceeds raised in any Primary Offering, as such Gross Proceeds are received by the Company, shall be paid to the Advisor for Organization and Offering Expenses in advance and shall be limited to advancements for the following costs and expenses: (1) Internal personnel costs and overhead allocations of the Advisor and its Affiliates for services relating to a Primary Offering (including, but not limited to, expense reimbursements for the cost of travel, lodging, meals and entertainment for employees of the Advisor and its Affiliates); (2) Payments made to third parties by the Advisor and its Affiliates for: (a) legal and accounting services provided to the Advisor and its Affiliates in connection with a Primary Offering; (b) the cost of bona fide training and education meetings and seminars (primarily the travel, meals, lodging, and entertainment costs of the registered representatives of broker-dealers); (c) the cost of training wholesalers and supervisors of the Dealer Manager in connection with a Primary Offering; (d) sponsorship fees and other costs related to retail seminars and conferences conducted by soliciting broker-dealers, due diligence conferences, and broker-dealer top producer events; (e) reimbursement to soliciting broker-dealers for technology costs associated with a Primary Offering, costs and expenses related to such technology costs, and costs and expenses associated with facilitation of the marketing of the Shares and the ownership of Shares by such broker-dealers’ customers; (f) any other retail or wholesaling costs associated with a Primary Offering; and (g) all other Organizational and Offering Expenses provided for in Section 12(a)(i) of the Advisory Agreement. (B) It is understood and agreed that the Company shall be under no obligation to reimburse the Advisor or Sub-advisor to the extent such reimbursement would cause the total amount spent by the Company on Organization and Offering Expenses (excluding underwriting and brokerage discounts and commissions, but including third-party due dilig...
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Related to Organization and Offering Expense Reimbursements

  • 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.

  • 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.

  • Expense Reimbursements To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

  • Reimbursement of Fee Waivers and Expense Reimbursements If on any day during which the Advisory Agreement is in effect, the estimated annualized Fund Operating Expenses of the Fund for that day are less than the Operating Expense Limit, the Adviser shall be entitled to reimbursement by a Fund of the investment advisory fees waived or reduced, and any other expense reimbursements or similar payments remitted by the Adviser to the Fund pursuant to Section 1 hereof (the “Reimbursement Amount”) within three years after the year in which the Adviser waived or reduced investment advisory fees or reimbursed expenses, to the extent that the Fund’s annualized Operating Expenses plus the amount so reimbursed equals, for such day, the Operating Expense Limit, provided that such amount paid to the Adviser will in no event exceed the total Reimbursement Amount and will not include any amounts previously reimbursed.

  • Compensation and Expense Reimbursement A. Client will pay the Company, as compensation for the services provided for in this Agreement and as reimbursement for expenses incurred by Company on Client's behalf, in the manner set forth in Schedule A annexed to this Agreement which Schedule is incorporated herein by reference. B. In addition to the compensation and expense reimbursement referred to in Section 2(A) above, Company shall be entitled to receive from Client a "Transaction Fee", as a result of any Transaction (as described below) between Client and any other company, entity, person, group or persons or other party which is introduced to, or put in contact with, Client by Company, or by which Client has been introduced to, or has been put in contact with, by Company. A "Transaction" shall mean merger, sale of stock, sale of assets, consolidation or other similar transaction or series or combination of transactions whereby Client or such other party transfer to the other, or both transfer to a third entity or person, stock, assets, or any interest in its business in exchange for stock, assets, securities, cash or other valuable property or rights, or wherein they make a contribution of capital or services to a joint venture, commonly owned enterprise or business opportunity with the other for purposes of future business operations and opportunities. To be a Transaction covered by this section, the transaction must occur during the term of this Agreement or the one year period following the expiration of this Agreement. The calculation of a Transaction Fee shall be based upon the total value of the consideration, securities, property, business, assets or other value given, paid, transferred or contributed by, or to, the Client and shall equal 5% of the dollar value of the Transaction. Such fee shall be paid by certified funds at the closing of the Transaction.

  • Expense Reimbursement The Executive shall be entitled to receive reimbursement for all appropriate business expenses incurred by him in connection with his duties under this Agreement in accordance with the policies of the Company as in effect from time to time.

  • 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.

  • Closing Expenses Seller shall pay for the preparation of the Special Warranty Deed, such deed to substantially conform to the provisions of the deed attached hereto as Exhibit B and incorporated by this reference herein. Seller shall provide and pay for all other documents necessary to perform Seller's obligations under this Contract, its attorney’s fees and for the "Grantor’s Tax". Buyer shall pay for (a) recording the Deed and for preparation and recording of all instruments required to secure the balance of the Purchase Price unpaid at Closing, (b) all recordation and transfer taxes, other than the "Grantor's Tax," (c) its attorney’s fees, (d) all costs of a title examination, a title report, a title commitment and one or more title insurance policies, and (e) all other Closing costs, including without limitation, fees to the Settlement Agent.

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

  • Business Expense Reimbursements During the Term, the Company shall promptly reimburse Executive for Executive’s reasonable and necessary business expenses in accordance with the Company’s then-prevailing policies and procedures for expense reimbursement (which shall include appropriate itemization and substantiation of expenses incurred).

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