Common use of Adjustments and Closing Costs Clause in Contracts

Adjustments and Closing Costs. In connection with any ROFO Sale or ROFR Sale: (A) the Recipient(s) shall pay all fees and costs customarily paid by purchasers of companies that own and operate real property in each jurisdiction where the Investments are located (which may include title fees, recording costs, recording and transfer taxes, as applicable); (B) the Initiator shall pay all fees and costs customarily paid by sellers of companies that own and operate real property in each jurisdiction in which the Investments are located (which may include title fees, recording costs, recording and transfer taxes, as applicable); (C) the Initiator and the Recipient(s) each shall pay its own legal fees; and (D) the Recipient(s) and the Initiator shall adjust the purchase price to reflect all adjustments customarily made in connection with the sale of companies that own and operate real estate in each jurisdiction in which the Investments are located (which may include the proration and apportionment of any revenues and expenses of the Investments). In the event of a dispute with respect to any of the adjustments and prorations to be made pursuant to this Section 9.2(c)(iv), each of the Initiator and the Recipient(s) shall submit to an shall submit to an arbitration pursuant to Section 9.4 of this Agreement. The arbitrator shall be limited to awarding only one or the other of the two adjustment proposals submitted. The decision of the arbitrator shall be final and binding on the Initiator and the Recipient(s).

Adjustments and Closing Costs. In connection with any ROFO Sale or ROFR Salesale made pursuant to this Section 9.1: (Ai) the Recipient(sPurchasing Partner(s) shall pay all fees and costs customarily paid by purchasers of companies that own and operate real property in each jurisdiction where the Investments are located (which may include title fees, recording costs, recording and transfer taxes, as applicable); (Bii) the Initiator Selling Partner(s) shall pay all fees and costs customarily paid by sellers of companies that own and operate real property in each jurisdiction in which the Investments are located (which may include title fees, recording costs, recording and transfer taxes, as applicable); (Ciii) the Initiator Selling Partner(s) and the Recipient(sPurchasing Partner(s) each shall pay its own legal fees; and (Div) the Recipient(sPurchasing Partner(s) and the Initiator Selling Partner(s) shall adjust the purchase price to reflect all adjustments customarily made in connection with the sale of companies that own and operate real estate in each jurisdiction in which the Investments are located (which may include the proration and apportionment of any revenues and expenses of the Investments). In the event of a dispute with respect to any of the adjustments and prorations to be made pursuant to this Section 9.2(c)(iv9.1(f), each of the Initiator Purchasing Partner(s) and the Recipient(sSelling Partner(s) shall submit to an shall submit to an arbitration pursuant to Section 9.4 of this Agreement. The arbitrator shall be limited to awarding only one or the other of the two adjustment proposals submitted. The decision of the arbitrator shall be final and binding on the Initiator Purchasing Partner(s) and the Recipient(sSelling Partner(s).

Adjustments and Closing Costs. In connection with any ROFO Sale or ROFR Sale:: ​ (A) the Recipient(s) shall pay all fees and costs customarily paid by purchasers of companies that own and operate real property in each jurisdiction where the Investments are located (which may include title fees, recording costs, recording and transfer taxes, as applicable);; ​ (B) the Initiator shall pay all fees and costs customarily paid by sellers of companies that own and operate real property in each jurisdiction in which the Investments are located (which may include title fees, recording costs, recording and transfer taxes, as applicable); (C) the Initiator and the Recipient(s) each shall pay its own legal fees; and (D) the Recipient(s) and the Initiator shall adjust the purchase price to reflect all adjustments customarily made in ​ ​ connection with the sale of companies that own and operate real estate in each jurisdiction in which the Investments are located (which may include the proration and apportionment of any revenues and expenses of the Investments). ​ In the event of a dispute with respect to any of the adjustments and prorations to be made pursuant to this Section 9.2(c)(iv), each of the Initiator and the Recipient(s) shall submit to an shall submit to an arbitration pursuant to Section 9.4 of this Agreement. The arbitrator shall be limited to awarding only one or the other of the two adjustment proposals submitted. The decision of the arbitrator shall be final and binding on the Initiator and the Recipient(s).. ​

Adjustments and Closing Costs. In connection with any ROFO Sale or ROFR Sale:: ​ (A) the Recipient(s) shall pay all fees and costs customarily paid by purchasers of companies that own and operate real property in each jurisdiction where the Investments are located (which may include title fees, recording costs, recording and transfer taxes, as applicable);; ​ (B) the Initiator shall pay all fees and costs customarily paid by sellers of companies that own and operate real property in each jurisdiction in which the Investments are located (which may include title fees, recording costs, recording and transfer taxes, as applicable); (C) the Initiator and the Recipient(s) each shall pay its own legal fees; and (D) the Recipient(s) and the Initiator shall adjust the purchase price to reflect all adjustments customarily made in connection with the sale of companies that own and operate real estate in each jurisdiction in which the Investments are located (which may include the proration and apportionment of any revenues and expenses of the Investments). ​ In the event of a dispute with respect to any of the adjustments and prorations to be made pursuant to this Section 9.2(c)(iv), each of the Initiator and the Recipient(s) shall submit to an shall submit to an arbitration pursuant to Section 9.4 of this Agreement. The arbitrator shall be limited to awarding only one or the other of the two adjustment proposals submitted. The decision of the arbitrator shall be final and binding on the Initiator and the Recipient(s).. ​

Adjustments and Closing Costs. In connection with any ROFO Sale or ROFR Sale:sale made pursuant to this Section 9.1: ​ (Ai) the Recipient(sPurchasing Partner(s) shall pay all fees and costs customarily paid by purchasers of companies that own and operate real property in each jurisdiction where the Investments are located (which may include title fees, recording costs, recording and transfer taxes, as applicable);; ​ (Bii) the Initiator Selling Partner(s) shall pay all fees and costs customarily paid by sellers of companies that own and operate real property in each jurisdiction in which ​ the Investments are located (which may include title fees, recording costs, recording and transfer taxes, as applicable);; ​ (Ciii) the Initiator Selling Partner(s) and the Recipient(sPurchasing Partner(s) each shall pay its own legal fees; andand ​ (Div) the Recipient(sPurchasing Partner(s) and the Initiator Selling Partner(s) shall adjust the purchase price to reflect all adjustments customarily made in connection with the sale of companies that own and operate real estate in each jurisdiction in which the Investments are located (which may include the proration and apportionment of any revenues and expenses of the Investments). ​ In the event of a dispute with respect to any of the adjustments and prorations to be made pursuant to this Section 9.2(c)(iv9.1(f), each of the Initiator Purchasing Partner(s) and the Recipient(sSelling Partner(s) shall submit to an shall submit to an arbitration pursuant to Section 9.4 of this Agreement. The arbitrator shall be limited to awarding only one or the other of the two adjustment proposals submitted. The decision of the arbitrator shall be final and binding on the Initiator Purchasing Partner(s) and the Recipient(sSelling Partner(s).. ​

Adjustments and Closing Costs. In connection with any ROFO Sale or ROFR Salesale made pursuant to this Section 9.1: (Ai) the Recipient(s) Purchasing Partner shall pay all fees and costs customarily paid by purchasers of companies that own and operate real property in each the jurisdiction where the Investments are located (which may include located, including title fees, recording costs, recording and transfer taxes, as applicable); (Bii) the Initiator Selling Partner shall pay all fees and costs customarily paid by sellers of companies that own and operate real property in each the jurisdiction in which the Investments are located (which may include title fees, recording costs, recording and transfer taxes, as applicable)located; (Ciii) the Initiator Selling Partner and the Recipient(s) Purchasing Partner each shall pay its own legal fees; and; (Div) the Recipient(s) Purchasing Partner and the Initiator Selling Partner shall adjust the purchase price to reflect all adjustments customarily made in connection with the sale of companies that own and operate real estate estate; and (v) for purposes of applying the provisions of this Section 9.1(e) to Section 9.1(f) in each jurisdiction in which the Investments are located (which may include the proration and apportionment event of any revenues and expenses a sale of less than all of the Investments). Investment Entities, the Partnership shall be deemed to be the Selling Partner. (vi) In the event of a dispute with respect to any of the adjustments and prorations to be made pursuant to this Section 9.2(c)(iv9.1(e), each of the Initiator Purchasing Partner and the Recipient(s) Responding Partner shall submit to an shall submit arbitrator and to an arbitration pursuant the other Partner, in accordance with a procedure to Section 9.4 be established by the arbitrator, its assessment of this Agreementthe adjustments and prorations. The arbitrator shall be limited to awarding only one or the other of the two adjustment proposals submitted. The decision of the arbitrator shall be final and binding on the Initiator Purchasing Partner and the Recipient(s)Selling Partner.

Adjustments and Closing Costs. In connection with any ROFO Sale or ROFR Sale:sale made pursuant to this Section 9.1: ​ (Ai) the Recipient(sPurchasing Partner(s) shall pay all fees and costs customarily paid by purchasers of companies that own and operate real property in each jurisdiction where the Investments are located (which may include title fees, recording costs, recording and transfer taxes, as applicable);; ​ (Bii) the Initiator Selling Partner(s) shall pay all fees and costs customarily paid by sellers of companies that own and operate real property in each jurisdiction in which the Investments are located (which may include title fees, recording costs, recording and transfer taxes, as applicable);; ​ (Ciii) the Initiator Selling Partner(s) and the Recipient(sPurchasing Partner(s) each shall pay its own legal fees; andand ​ (Div) the Recipient(sPurchasing Partner(s) and the Initiator Selling Partner(s) shall adjust the purchase price to reflect all adjustments customarily made in connection with the sale of companies that own and operate real estate in each jurisdiction in which the Investments are located (which may include the proration and apportionment of any revenues and expenses of the Investments). ​ In the event of a dispute with respect to any of the adjustments and prorations to be made pursuant to this Section 9.2(c)(iv9.1(f), each of the Initiator Purchasing Partner(s) and the Recipient(sSelling Partner(s) shall submit to an shall submit to an arbitration pursuant to Section 9.4 of this Agreement. The arbitrator shall be limited to awarding only one or the other of the two adjustment proposals submitted. The decision of the arbitrator shall be final and binding on the Initiator Purchasing Partner(s) and the Recipient(sSelling Partner(s).. ​ ​