Organization and Third Party Acquisition Costs Sample Clauses

Organization and Third Party Acquisition Costs. The Partnership from time to time shall pay directly, or shall reimburse the General Partner and the Limited Partner for any payment by them of, the following fees, costs and expenses incurred in connection with the initial organization of the Partnership and the acquisition of the Properties (“Organization and Third Party Acquisition Costs”): (a) all reasonable fees and expenses incurred by them (including fees for outside legal services) in connection with the preparation and filing of all certificates, opinions and documents required pursuant to Section 1.2 and Section 1.6; (b) the fees, costs and expenses of the outside petroleum engineers and other third party consultants retained by the Limited Partner and incurred after April 1, 2008 in connection with the formation of the Partnership or the acquisition of the Properties; (c) all reasonable fees, costs and expenses of legal counsel to the Limited Partner incurred by the Limited Partner after April 1, 2008 in connection with (i) the negotiation, preparation and execution (or review, as applicable) of this Agreement, the Purchase Agreement, the Assignment Agreement, and all related documents, (ii) a due diligence review of the Properties, and (iii) the closing of the transactions contemplated hereunder and under the Purchase Agreement and the Assignment Agreement; and (d) all reasonable fees and expenses of legal counsel to the Limited Partner in connection with the Limited Partner’s consideration of any waiver of its rights under this Agreement or any proposed amendment or supplement to this Agreement.
Sample 1
AutoNDA by SimpleDocs
Organization and Third Party Acquisition Costs. The Partnership from time to time shall pay directly, or shall reimburse the General Partner and the Limited Partner for any payment by them of, the following fees, costs and expenses incurred in connection with the initial organization of the Partnership and the acquisition of the Properties ("ORGANIZATION AND THIRD PARTY ACQUISITION COSTS"): (a) all reasonable fees and expenses incurred by them (including fees for outside legal services) in connection with the preparation and filing of all certificates, opinions and documents required pursuant to Sections 1.2 and 1.6; (b) the fees, costs and expenses of the outside petroleum engineers and other third party consultants retained by the Limited Partner in connection with the formation of the Partnership or the acquisition of the Properties; (c) all reasonable fees, costs and expenses of legal counsel to the Limited Partner in connection with (i) the negotiation, preparation and execution (or review, as applicable) of this Agreement, the Purchase and Sale Agreement and the Contribution Agreement and all related documents, (ii) a due diligence review of the Properties, and (iii) the closing of the transactions contemplated hereunder and under the Purchase and Sale Agreement and the Contribution Agreement.
Sample 1
Organization and Third Party Acquisition Costs. The Partnership from time to time shall pay directly, or shall reimburse the General Partner and the Limited Partner for any payment by them of, the following fees, costs and expenses incurred in connection with the initial organization of the Partnership and the acquisition of the Assets ("Organization and Third Party Acquisition Costs"): (a) all reasonable fees and expenses incurred by them (including fees for outside legal services) in connection with the preparation and filing of all certificates, opinions and documents required pursuant to Sections 1.2 and 1.6; (b) the fees, costs and expenses of the outside consultants retained by the Limited Partner in connection with its proposed investment in the Partnership; (c) all reasonable fees, costs and expenses of legal counsel to the Limited Partner in connection with (i) the negotiation, preparation and execution (or review, as applicable) of this Agreement, the Purchase Agreement and all related documents, (ii) a due diligence review of the Assets and (iii) the closing of the transactions contemplated under the Purchase Agreement; and (d) all reasonable fees and expenses of legal counsel to the Limited Partner in connection with the Limited Partner's consideration of any waiver of its rights under this Agreement or any proposed amendment or supplement to this Agreement.
Sample 1

Related to Organization and Third Party Acquisition Costs

  • 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.

  • Organizational Expenses; Liabilities of the Holders (a) The Servicer shall pay organizational expenses of the Issuer as they may arise.

  • Liquidation and Acquisition Expenses 1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.

  • Mergers, Acquisitions, Etc Merge or consolidate with any other entity or acquire all or a material part of the assets of any person or entity, or form or create any new Subsidiary or affiliate, or commence operations under any other name, organization, or entity, including any joint venture.

  • Reorganization Matters (a) The Chapter 11 Cases were commenced on the Petition Date in accordance with applicable law and proper notice thereof and the proper notice for (i) the motion seeking approval of the Financing Documents and the Interim Order and Final Order, (ii) the hearing for the approval of the Interim Order, and (iii) the hearing for the approval of the Final Order.

  • Organization Expenses Each Fund hereby agrees to reimburse the Manager for the organization expenses of, and the expenses incurred in connection with, the initial offering of Shares of that Fund.

  • Organization, Existence, etc The Buying Corporation is a corporation duly organized, validly existing and in good standing under the laws of the state of Minnesota and has the power to carry on its business as it is now being conducted.

  • Organizational and Offering Expenses Any and all costs and expenses, including Selling Commissions and the Marketing Support Fee incurred by the Company or any of its Affiliates in connection with the formation, qualification and registration of the Company and the marketing and distribution of Equity Shares in an Offering, including, without limitation, the following: legal, accounting and escrow fees; due diligence expenses; printing, amending, supplementing, mailing and distributing costs; personnel costs associated with processing investor subscriptions and the preparation and dissemination of organizational and offering documents and sales materials; telecopy and telephone costs; charges of transfer agents, registrars, trustees, depositories and experts; and fees, expenses and taxes related to the filing, registration and qualification of the Equity Shares under federal and state laws.

  • 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.

  • Liquidations, Mergers, Consolidations, Acquisitions Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, provided that

Time is Money Join Law Insider Premium to draft better contracts faster.