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. T...
Payment of Expenses and Fees. (a) Except as specifically provided elsewhere in this Agreement, you, the Soliciting Dealers and MD and the Partnerships will pay their own expenses incident to the transactions contemplated by this Agreement, including fees of their counsel.
(b) Prior to the time that $1,000,000 or more of subscription funds for a Partnership are received and accepted, MD may, but is not obligated to, advance to you from MD's own funds the sales commissions and due diligence fees which would otherwise be payable in connection with subscription funds received and accepted prior to such time; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD. In the event that either (1) subscription funds of $1,000,000 or more are not received by the termination of the Offering Period with respect to Interests in a Partnership or (ii) MD otherwise elects not to close the offering of the Interests in a Partnership, you will promptly upon notice transmit to MD funds in the amount of the sales commissions and due diligence fees advanced to you and which have not been reallowed to a Soliciting Dealer.
(c) Upon the receipt and acceptance of $1,000,000 in subscriptions for a Partnership, MD may, but is not obligated to, advance to you from MD's own funds sales commissions and due diligence fees relating to subscriptions solicited by you; provided that such advance may only be paid with respect to subscriptions that have been accepted by MD and for which the subscription funds have cleared at the office of the Escrow Agent.
(d) In the event that MD makes an advance of sales commissions and due diligence fees pursuant to Section 6(b) or (c) above, you hereby agree that (i) prior to the related Closing, MD retains the right in its sole discretion to refund to any subscriber solicited by you the full amount of the subscription funds transmitted by that subscriber and (ii) in the event that MD refunds subscription funds to a subscriber solicited by you, you will promptly upon receipt of notice of that refund transmit to MD funds in the amount of the sales commissions and due diligence fees advanced to you with respect to your acceptance of an order for Interests from such subscriber and which have not been reallowed to a Soliciting Dealer.
(e) If the Closing for the sale of Interests in a Partnership occurs, as compensation for your services under this Agreement, MD shall pay you from its own funds: (i) a cash sales commission based on eight perce...
Payment of Expenses and Fees. Except as otherwise provided in this Agreement, Purchaser and Sellers shall each bear their own costs and expenses, including attorneys’ fees, incurred in connection with the transactions contemplated by this Agreement.
Payment of Expenses and Fees. The General Partner will pay all expenses incident to the performance of the obligations of the General Partner and the Fund hereunder, including: (i) the printing and delivery to the Additional Selling Agent in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto, of the Prospectus and any supplements or amendments thereto, and of any Promotional Material; (ii) the reproduction of this Agreement and the printing and filing of the Registration Statement and the Prospectus (and, in certain cases, the exhibits thereto) with the SEC and NFA; (iii) the payment of filing fees to the SEC and the NASD; (iv) the qualification of the Units under the securities or "Blue Sky" laws in the various jurisdictions, including the payment of filing fees and the fees and disbursements of the General Partner's counsel incurred in connection therewith; and (v) the services of Katten Muchin Zavis Rosenman and accountants for the General Partner axx xxx Xxxx. Xxx Xxxxxal Partner and the Additional Selling Agent are each aware of the limitations imposed by Rule 2810 of the NASD Conduct Rules on the aggregate compensation that may be received by the Additional Selling Agent in connection with the offering and sale of the Units. The General Partner acknowledges and agrees that it will not make, and the Additional Selling Agent acknowledges and agrees that it will in no event accept, any payments from the General Partner which, when added to the upfront sales commissions (not including ongoing trailing commissions) that the Additional Selling Agent receives on each sale of a Unit, would exceed 10% of the gross proceeds of the Units sold to the public.
Payment of Expenses and Fees. Except as may otherwise be agreed to in writing, each party shall be responsible for the payment of all costs and expenses it incurs in connection with the performance of its obligations under this Agreement.
Payment of Expenses and Fees. (a) Subject to the limitations described in Section 6(c) hereof, the Sub-Distribution Agent shall also be entitled to receive from the Distributor distribution fees and servicing fees, if any, for the aggregate value of Shares held by Customer Shareholders (for so long as such Shares are held by Customer Shareholders through accounts maintained by such customers at the Sub-Distribution Agent (or its affiliates)) at the annual rate listed in Schedule 1. These fees will be calculated monthly and paid quarterly based on the value of Shares at the end of each month in a calendar quarter, with payment occurring within 30 days after the end of each calendar quarter. Notwithstanding the foregoing, Distributor shall have no obligation to pay any compensation described in the preceding sentence until Distributor receives the related compensation from the Fund in the form of an asset-based distribution fee and shareholder servicing fee (the “Related Compensation”), and Distributor’s obligation to Sub-Distribution Agent for such payments is limited solely to the Related Compensation, provided that the Distributor shall use commercially reasonably efforts to secure Related Compensation from the Fund.
(b) The Sub-Distribution Agent acknowledges and agrees that the Fund may, upon prior written notice to the Distributor, suspend or eliminate the payment of any compensation or other dealer compensation, by amendment, sticker, or supplement to the Prospectus for the Fund, except that the Fund may, without prior notice to Distributor, suspend or eliminate the payment of any compensation or other dealer compensation, by amendment, sticker, or supplement to the Prospectus for the Fund in cases where such suspension or elimination is required (a) pursuant to the dictates of any relevant regulatory agency with jurisdiction over the Fund, the Distributor, or the Sub-Distribution Agent or (b) otherwise by operation of law. The Distributor agrees, to the extent practicable, to notify the Sub-Distribution Agent within one (1) business day upon receiving notice of any suspension or elimination of the payment of any compensation to the Distributor or the Sub-Distribution Agent by the Fund.
(c) The parties acknowledge that, as of the date hereof, the maximum amount of all items of compensation payable to the Sub-Distribution Agent hereunder (and under any services agreement between the Sub-Distribution Agent and the Fund’s manager), together with all compensation payable to all other ...
Payment of Expenses and Fees. The Company agrees that, whether or not the transactions contemplated in this Agreement or in each Prospectus are consummated or this Agreement becomes effective or is terminated, the Company will pay all fees and expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to, (a) the Commission’s registration fee, (b) the expenses of printing and distributing the Registration Statement, the Base Prospectus, the Prospectus Supplements and any amendments or supplements thereto and the Blue Sky Memorandum, if any, (c) the fees and expenses of counsel for the Company, (d) the fees and expenses of accountants for the Company, (e) the expenses of qualification of the Notes under state Blue Sky and securities laws (including counsel fees and expenses), (f) any filing fees paid or incurred by the Distributor in connection with filings with FINRA, if any, (g) the cost of preparing and printing the sales literature and (h) the cost of registering, or amending the registration of, the Distributor as a broker-dealer under the state Blue Sky and federal securities laws solely to the extent required for you to perform your obligations under this Agreement, and other expenses related thereto.
Payment of Expenses and Fees. The Company will pay all expenses incident to the performance of the obligations of the Company under this Agreement, including (i) the printing and delivery to you in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto and of the Prospectus and any supplements or amendments thereto, and of the Subscription Agreement; (ii) the printing, execution, filing and delivery to you in quantities as hereinabove stated of copies of any supplemental sales material to be used in connection with the offering approved by the Company and utilized in sales of the Units directly to the public; (iii) the qualification of the Units under the securities or "blue sky" laws of the jurisdictions designated by you in accordance with the provisions of Section 3(h), including filing fees and the fees and disbursements of any counsel incurred in connection therewith; (iv) the fees and disbursements of counsel and accountants for the Company; (v) the filing fee of the NASD and the fees and disbursements of counsel incurred in connection with the obtaining of NASD approval of the compensation arrangements relating to the offering of the Units; and (vi) delivery to you of such number of copies as you may reasonably request of the Blue Sky Survey to be prepared by Xxxxx Xxxx Law Firm L.L.P. which shall be delivered to you and the Company.
Payment of Expenses and Fees. Except as provided in Sections 5, 6 and 7 of this Agreement, Nexcore and the Company will each pay its own expenses incident to the transactions contemplated by this Agreement. The Company will bear all of the fees and expenses incurred in printing of the Memorandum.
Payment of Expenses and Fees. The Company will also reimburse the Dealer Manager for all items of underwriting compensation referenced in the Prospectus, if any, to the extent the Prospectus indicates that they will be paid by the Company, provided that (i) total underwriting compensation may not exceed 10% of gross proceeds from the Offering (excluding proceeds from the offering of Shares pursuant to the DRP), and (ii) total organization and offering expenses, when added to total underwriting compensation, may not exceed 15% of gross proceeds from the Offering. In accordance with FINRA Rule 2310, the Company shall also pay directly or reimburse the Dealer Manager for bona fide invoiced due diligence expenses of the Dealers and non-participating broker dealers, subject to the cap on organization and offering expenses described above.
