Common use of Payment of Expenses and Fees Clause in Contracts

Payment of Expenses and Fees. The Fund 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 Participating Broker-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 Fund’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 Fund shall designate as appropriate; (e) the filing fees in connection with filing for review by FINRA, if required, of all necessary documents and information relating to the Offering and the Offered Shares; (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 Fund’s or Dealer Manager’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the Fund’s other obligations hereunder. Notwithstanding the foregoing, the Fund shall not make any payments pursuant to this Agreement to the extent such payments would result in the Fund’s organizational and offering expenses exceeding the limitations stated in the Registration Statement or to the extent underwriting compensation would exceed the amount permitted by FINRA Rule 5110, as amended, modified or supplemented from time to time.

Payment of Expenses and Fees. Whether the offering of the Units is ever commenced or, if commenced, whether such offering is terminated for any reason or the sale of the Units is consummated, you shall pay your expenses in connection with the offering and sale of the Units, including, without limitation, your travel expenses, overhead expenses and direct personnel costs and the fees of your counsel. The Fund agrees to Managing General Partner (on behalf of the Partnership) or the Partnership will pay all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Managing General Partner and of the Partnership under this Agreement is terminatedAgency Agreement, including expenses, fees and taxes in connection with: (ai) the registration feeprinting and delivery to you in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto, of a preliminary prospectus and any amended preliminary prospectus of the preparation Registration Statement and any amendments thereto, of the Prospectus and any supplements or amendments thereto; (ii) the printing and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus; (iii) the printing, execution, filing and any delivery to you in quantities as hereinabove stated of copies of the Partnership Agreement and all amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-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 Fund’s legal counsel and the independent registered public accounting firm; (div) the qualification of the Offered Shares for offering and sale Units under state the securities or "blue sky" laws of the jurisdictions designated by you in accordance with the statesprovisions of Section 3(g), including filing fees and the Qualified Jurisdictions, that the Fund shall designate as appropriatefees and disbursements of counsel incurred in connection therewith; (ev) the fees and disbursements of counsel and accountants for the Managing General Partner and the Partnership; (vi) the filing fees in connection with filing for review by FINRAfee of the National Association of Securities Dealers, if required, of all necessary documents and information relating to the Offering and the Offered SharesInc.; (fvii) the preparation and delivery to you of such number of copies as you may reasonably request for the Blue Sky Survey; (viii) the fees and expenses of incurred in connection with any transfer agent escrow deposit 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 Fund’s or Dealer Manager’s employees in making road show presentations similar arrangements entered into with respect to the offering of the Offered Sharestransactions contemplated hereby; and (hix) the performance of printing and delivery costs relating to any sales brochure for prospective investors approved by the Fund’s other obligations hereunder. Notwithstanding the foregoing, the Fund shall not make any payments pursuant to this Agreement to the extent such payments would result in the Fund’s organizational and offering expenses exceeding the limitations stated in the Registration Statement or to the extent underwriting compensation would exceed the amount permitted by FINRA Rule 5110, as amended, modified or supplemented from time to timePartnership.

Payment of Expenses and Fees. 6.1 The Fund Company 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 Participating Broker-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 FundCompany’s legal counsel counsel, independent public or certified public accountants and the independent registered public accounting firmother advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Fund Company shall designate as appropriateappropriate 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) the filing fees in connection with filing for review by FINRA, if required, of FINRA all necessary documents and information relating to the Offering and the Offered SharesShares (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 Fund’s or Dealer Manager’s employees personnel of Xxxxx National Advisor I, LLC (the “Advisor”) in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the FundCompany’s other obligations hereunder. Notwithstanding the foregoing, the Fund Company shall not make any payments directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 6.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2810 (including the Company expenses paid or reimbursed pursuant to this Agreement Section 6.1, all items of underwriting compensation described in Section 7 and bona fide due diligence expenses described in Section 6.2) to exceed 15.0% of the extent such payments would result gross proceeds from the sale of the Primary Shares in the Fund’s organizational and offering expenses exceeding the limitations stated in the Registration Statement or to the extent underwriting compensation would exceed the amount permitted by FINRA Rule 5110, as amended, modified or supplemented from time to timeOffering.

Payment of Expenses and Fees. The Fund agrees to pay all costs and expenses incident to the Offeringany 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 Participating Broker-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 Fund’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 Fund shall designate as appropriate; (e) the filing fees in connection with filing for review by FINRA, if required, FINRA of all necessary documents and information relating to the Offering and the Offered SharesShares (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 Fund’s or Dealer Manager’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the Fund’s other obligations hereunder. Notwithstanding the foregoing, the Fund shall not make any payments pursuant to this Agreement to the extent such payments would result in the Fund’s organizational and offering expenses exceeding the limitations stated in the Registration Statement or to the extent underwriting total compensation paid by the Fund to FINRA members participating in the offering would exceed the amount permitted by sales charge limits set forth under FINRA Rule 5110, as amended, modified or supplemented from time to time2341.

Payment of Expenses and Fees. The Fund agrees to Company will pay all costs and expenses incident to the Offeringperformance of the obligations of the Company under this Managing Dealer Agreement, including (i) the printing and delivery to you in quantities as you deem necessary of copies of the Memorandum and any supplements or amendments thereto, and of the Subscription Agreement; (ii) the printing, execution, filing and delivery to you in quantities as you deem necessary 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) any filings regarding distribution of the Units necessary to comply with the securities or "blue sky" laws of the jurisdictions designated by you in accordance with the provisions of Section 3(f), including filing fees and the fees and disbursements of any counsel incurred in connection therewith; and (iv) the fees and disbursements of counsel and accountants for the Company. In the event that the offering is commenced and whether or not subscriptions for at least $1,500,000 of Units shall have been received, the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: Company will pay you an accountable expense allowance not to exceed $11,000. In the event (a) the registration fee, the preparation and filing offering of the Registration Statement (including Units is cancelled by us 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 your consent prior to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); Offering Termination Date, (b) you inform us that the preparationMemorandum contains an untrue statement of a material fact or fails to state a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 any of our representations, warranties or agreements contained in Section 1(a) are not true and expenses correct at the Minimum Subscription Closing Date, the Company shall pay you a break-up fee equal to $25,000, provided that no such break-up fee shall be payable if either of the Fund’s legal counsel events specified in (b) and (c) are cured prior to the Minimum Subscription Closing Date and the independent registered public accounting firm; event specified in clause (da) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Fund shall designate as appropriate; (e) the filing fees in connection with filing for review by FINRA, if required, of all necessary documents and information relating to the Offering and the Offered Shares; (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 Fund’s or Dealer Manager’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the Fund’s other obligations hereunder. Notwithstanding the foregoing, the Fund shall has not make any payments pursuant to this Agreement to the extent such payments would result in the Fund’s organizational and offering expenses exceeding the limitations stated in the Registration Statement or to the extent underwriting compensation would exceed the amount permitted by FINRA Rule 5110, as amended, modified or supplemented from time to timeoccurred.

Payment of Expenses and Fees. The Fund agrees to Company will pay all costs and expenses incident to the Offering, whether or not performance of the transactions contemplated hereunder are consummated or obligations of the Company under this Agreement is terminatedManaging Dealer Agency Agreement, including expenses, fees and taxes in connection with: (ai) the registration fee, the preparation printing and filing delivery to you in quantities as you deem necessary of copies of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, Memorandum and any supplements or amendments or supplements thereto, and of the printing Subscription Agreement; (ii) the printing, execution, filing and furnishing delivery to you in quantities as you deem necessary of copies of each thereof 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 Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment)public; (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 Fund’s legal counsel and the independent registered public accounting firm; (diii) the qualification of the Offered Shares for offering and sale Units under state the securities or "blue sky" laws of the jurisdictions designated by you in accordance with the statesprovisions of Section 3(f), including the Qualified Jurisdictions, that the Fund shall designate as appropriate; (e) the filing fees and the fees and disbursements of any counsel incurred in connection with filing for review by FINRA, if required, of all necessary documents therewith; and information relating to the Offering and the Offered Shares; (fiv) the fees and expenses disbursements of any transfer agent or registrar counsel and accountants for the Offered Shares Company. In the event that the offering is commenced and miscellaneous expenses referred whether or not subscriptions for at least 150,000 Units shall not have been received, then the Company will pay you an accountable expense allowance not to in exceed $50,000. In the Registration Statement; event (ga) all costs and expenses incident to the travel and accommodation of the Fund’s or Dealer Manager’s employees in making road show presentations with respect to the offering of Units is cancelled by us without your consent prior to the Offered Shares; Offering Termination Date, (b) you inform us that the Memorandum contains an untrue statement of a material fact or fails to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (c) any of our representations, warranties or agreements contained in Section 1(a) are not true and correct at the Minimum Subscription Closing Date, the Company shall pay you a break-up fee equal to $50,000, provided that no such break-up fee shall be payable if either of the events specified in (b) and (hc) the performance of the Fund’s other obligations hereunder. Notwithstanding the foregoing, the Fund shall not make any payments pursuant to this Agreement are cured prior to the extent such payments would result Minimum Subscription Closing Date and the event specified in the Fund’s organizational and offering expenses exceeding the limitations stated in the Registration Statement or to the extent underwriting compensation would exceed the amount permitted by FINRA Rule 5110, as amended, modified or supplemented from time to timeclause (a) has not occurred.

Payment of Expenses and Fees. The Fund agrees to Company will pay all costs and expenses incident to the Offeringperformance of the obligations of the Company under this Managing Dealer Agreement, including (i) the printing and delivery to you in quantities as you deem necessary of copies of the Memorandum and any supplements or amendments thereto, and of the Subscription Agreement; (ii) the printing, execution, filing and delivery to you in quantities as you deem necessary 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) any filings regarding distribution of the Units necessary to comply with the securities or "blue sky" laws of the jurisdictions designated by you in accordance with the provisions of Section 3(f), including filing fees and the fees and disbursements of any counsel incurred in connection therewith; and (iv) the fees and disbursements of counsel and accountants for the Company. In the event that the offering is commenced and whether or not subscriptions for at least $5,000,000 of Units shall have been received, the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: Company will pay you an accountable expense allowance not to exceed $11,000. In the event (a) the registration fee, the preparation and filing offering of the Registration Statement (including Units is cancelled by us 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 your consent prior to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); Offering Termination Date, (b) you inform us that the preparationMemorandum contains an untrue statement of a material fact or fails to state a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 any of our representations, warranties or agreements contained in Section 1(a) are not true and expenses correct at the Minimum Subscription Closing Date, the Company shall pay you a break-up fee equal to $75,000, provided that no such break-up fee shall be payable if either of the Fund’s legal counsel events specified in (b) and (c) are cured prior to the Minimum Subscription Closing Date and the independent registered public accounting firm; event specified in clause (da) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Fund shall designate as appropriate; (e) the filing fees in connection with filing for review by FINRA, if required, of all necessary documents and information relating to the Offering and the Offered Shares; (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 Fund’s or Dealer Manager’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the Fund’s other obligations hereunder. Notwithstanding the foregoing, the Fund shall has not make any payments pursuant to this Agreement to the extent such payments would result in the Fund’s organizational and offering expenses exceeding the limitations stated in the Registration Statement or to the extent underwriting compensation would exceed the amount permitted by FINRA Rule 5110, as amended, modified or supplemented from time to timeoccurred.

Payment of Expenses and Fees. The Fund agrees to pay all costs and expenses incident to the Offeringany 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 Participating Broker-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 Fund’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 Fund shall designate as appropriate; (e) the filing fees in connection with filing for review by FINRA, if required, FINRA of all necessary documents and information relating to the Offering and the Offered SharesShares (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 Fund’s or Dealer Manager’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the Fund’s other obligations hereunder. Notwithstanding the foregoing, the Fund shall not make any payments pursuant to this Agreement to the extent such payments would result in the Fund’s organizational and offering expenses exceeding the limitations stated in the Registration Statement or to the extent underwriting compensation would exceed the amount permitted by FINRA Rule 5110, as amended, modified or supplemented from time to time.

Payment of Expenses and Fees. The Fund agrees to Company will pay all costs and expenses incident to the Offeringperformance of the obligations of the Company under this Managing Dealer Agreement, including (i) the printing and delivery to you in quantities as you deem necessary of copies of the Offering Material and any supplements or amendments thereto, and of the Subscription Agreement; (ii) the printing, execution, filing and delivery to you in quantities as you deem necessary 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) any filings regarding distribution of the Units necessary to comply with the securities or “blue sky” laws of the jurisdictions designated by you in accordance with the provisions of Section 3(f), including filing fees and the fees and disbursements of any counsel incurred in connection therewith; and (iv) the fees and disbursements of counsel and accountants for the Company. In the event that the offering is commenced and whether or not subscriptions for at least $15,000,000 of Units shall have been received, the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: Company will pay you an accountable expense allowance not to exceed $42,500. In the event (a) the registration fee, the preparation and filing offering of the Registration Statement (including Units is cancelled by us 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 your consent prior to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); Offering Termination Date, (b) you inform us that the preparationOffering Material contains an untrue statement of a material fact or fails to state a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 any of our representations, warranties or agreements contained in Section 1(a) are not true and expenses correct at the First Subscription Closing Date, the Company shall pay you a break-up fee equal to $100,000, provided that no such break-up fee shall be payable if either of the Fund’s legal counsel events specified in (b) and (c) are cured prior to the First Subscription Closing Date and the independent registered public accounting firm; event specified in clause (da) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Fund shall designate as appropriate; (e) the filing fees in connection with filing for review by FINRA, if required, of all necessary documents and information relating to the Offering and the Offered Shares; (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 Fund’s or Dealer Manager’s employees in making road show presentations with respect to the offering of the Offered Shares; and (h) the performance of the Fund’s other obligations hereunder. Notwithstanding the foregoing, the Fund shall has not make any payments pursuant to this Agreement to the extent such payments would result in the Fund’s organizational and offering expenses exceeding the limitations stated in the Registration Statement or to the extent underwriting compensation would exceed the amount permitted by FINRA Rule 5110, as amended, modified or supplemented from time to timeoccurred.

Payment of Expenses and Fees. The Fund agrees to pay all costs and expenses incident to the Offeringany 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 Participating Broker-Dealers Selling Agents (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered SharesPreferred Stock, including any stock or other transfer taxes or duties payable upon the sale of the Offered SharesPreferred Stock; (c) all fees and expenses of the Fund’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Offered Shares Preferred Stock for offering and sale under state the laws in the states, including the Qualified Jurisdictions, states or other jurisdictions that the Fund shall designate as appropriateappropriate (the “Qualified Jurisdictions”); (e) the filing fees in connection with filing for review by FINRA, if required, FINRA of all necessary documents and information relating to the Offering and the Offered SharesPreferred Stock (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 Preferred Stock and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of incurred by the Fund’s or Dealer Manager’s employees in marketing and making road show presentations with respect to the offering of the Offered SharesPreferred Stock; and (h) the performance of the Fund’s other obligations hereunder. Notwithstanding the foregoing, the Fund shall not make any payments pursuant to this Agreement to the extent such payments would result in the Fund’s organizational and offering expenses exceeding the limitations stated in the Registration Statement or to the extent underwriting compensation would exceed the amount permitted by FINRA Rule 5110, as amended, modified or supplemented from time to time.