Common use of Allocation of Transaction Costs Clause in Contracts

Allocation of Transaction Costs. Each Transferor Partner hereby acknowledge and agrees that a portion of the amount due to such Transferor Partner will be used to pay the fees and expenses attributable to the transaction contemplated by this Agreement, which fees and expenses are the several obligations of the Transferor Partners pursuant to the terms of this Agreement. Each Transferor Partner and the Transferor Partnership hereby agrees that the fees and expenses attributable to this transaction will be divided into two categories: (i) those fees which can be specifically allocated to the Transferor Partnership due to said fees solely benefiting it ("Direct Costs") and (ii) those fees which cannot be so allocated ("Indirect Costs"). Notwithstanding anything to the contrary contained herein, for the proposes of this Section 19.03, each of the Transferor Partners hereby agrees that: (i) QPI shall be entitled to an aggregate administrative fee of $200,000 in connection with the concurrent contribution of up to eighteen (18) properties and the management companies, as described in the PPM, by the other Transferor Partnerships and related entities (collectively, the "Related Entities"), which shall be Indirect Costs; (ii) to the extent it is determined that APC is due any fee as described in Section 14.01 hereof, up to $1,000,000 of such fee (which may be paid at Closing or held back in an escrow account by the Transferor Agent until such time as the amount of such fee, if any, is determined) shall be included as Indirect Costs, with any such fee in excess of $1,000,000 to APC being the sole responsibility of QPI; and (iii) all legal and accounting fees of counsel and advisors to the Transferor Agent and the Related Entities shall also be Indirect Costs. Each of the Transferor Partners acknowledges and agrees that (i) any and all Direct Costs shall be allocated based on the pro rata number of BRI Partnership Units allocated to each of them with respect to their interest in the Transferor Partnership and (ii) any and all Indirect Costs shall be allocated among the Transferor Partners and the Related Entities at Closing based on the pro rata number of BRI Partnership Units allocated at Closing to each of them. Each of the Transferor Partners further acknowledges and agrees that the Transferor Agent shall be authorized to determine the allocations of the transaction costs and expenses to be allocated in accordance with the provisions of this Section 19.03.

Allocation of Transaction Costs. Each Transferor Partner Stockholder hereby acknowledge acknowledges and agrees that a portion of the amount due to such Transferor Partner Stockholder will be used to pay the fees and expenses attributable to the transaction contemplated by this Agreement, which fees and expenses are the several obligations of the Transferor Partners Stockholder pursuant to the terms of this Agreement. Each Transferor Partner Stockholder and the Transferor Partnership Management Company hereby agrees that the fees and expenses attributable to this transaction will be divided into two categories: (i) those fees which can be specifically allocated to the Transferor Partnership Management Company due to said fees solely benefiting it ("Direct Costs") and (ii) those fees which cannot be so allocated ("Indirect Costs"). Notwithstanding anything to the contrary contained herein, for the proposes purposes of this Section 19.0312.2, each of the Transferor Partners Stockholders hereby agrees that: (i) QPI shall be entitled to an aggregate administrative fee of $200,000 in connection with the concurrent contribution of up to eighteen (18) properties and the management companies, as described in the PPM, PPM by the other Transferor Partnerships certain transferor partnerships and related entities (collectively, the "Related Entities"), which shall be Indirect Costs; Costs (ii) to the extent it is determined that APC is due any fee as described in Section 14.01 12.1 hereof, up to $1,000,000 of such fee (which may be paid at Closing or held back in an escrow account by the Transferor Agent Questar Investment Corporation until such time as the amount of such fee, if any, is determined) shall be included as Indirect Costs, with any such fee in excess of $1,000,000 to APC being the sole responsibility of QPI; and (iii) all legal and accounting fees of counsel and advisors to the Transferor Agent and the Related Entities Questar Investment Corporation shall also be Indirect Costs. Each of the Transferor Partners Stockholders acknowledges and agrees that (i) any and all Direct Costs shall be allocated based on the pro rata number of BRI Partnership Units allocated to each of them with respect to their interest in the Transferor Partnership Management Company and (ii) any and all Indirect Costs shall be allocated among the Transferor Partners Stockholders and the Related Entities at Closing based on the pro rata number of BRI Partnership Units shares allocated at Closing to each of them. Each of the Transferor Partners Stockholders further acknowledges and agrees that the Transferor Agent Questar Investment Corporation shall be authorized to determine the allocations of the transaction costs and expenses to be allocated in accordance with the provisions of this Section 19.0312.2.

Allocation of Transaction Costs. Each Transferor Partner hereby acknowledge and agrees that a portion of the amount due to such Transferor Partner will be used to pay the fees and expenses attributable to the transaction contemplated by this Agreement, which fees and expenses are the several obligations of the Transferor Partners pursuant to the terms of this Agreement. Each Transferor Partner -61- and the Transferor Partnership hereby agrees that the fees and expenses attributable to this transaction will be divided into two categories: (i) those fees which can be specifically allocated to the Transferor Partnership due to said fees solely benefiting it ("Direct Costs") and (ii) those fees which cannot be so allocated ("Indirect Costs"). Notwithstanding anything to the contrary contained herein, for the proposes of this Section 19.03, each of the Transferor Partners hereby agrees that: (i) QPI shall be entitled to an aggregate administrative fee of $200,000 in connection with the concurrent contribution of up to eighteen (18) properties and the management companies, as described in the PPM, by the other Transferor Partnerships and related entities (collectively, the "Related Entities"), which shall be Indirect Costs; (ii) to the extent it is determined that APC is due any fee as described in Section 14.01 hereof, up to $1,000,000 of such fee (which may be paid at Closing or held back in an escrow account by the Transferor Agent until such time as the amount of such fee, if any, is determined) shall be included as Indirect Costs, with any such fee in excess of $1,000,000 to APC being the sole responsibility of QPI; and (iii) all legal and accounting fees of counsel and advisors to the Transferor Agent and the Related Entities shall also be Indirect Costs. Each of the Transferor Partners acknowledges and agrees that (i) any and all Direct Costs shall be allocated based on the pro rata number of BRI Partnership Units allocated to each of them with respect to their interest in the Transferor Partnership and (ii) any and all Indirect Costs shall be allocated among the Transferor Partners and the Related Entities at Closing based on the pro rata number of BRI Partnership Units allocated at Closing to each of them. Each of the Transferor Partners further acknowledges and agrees that the Transferor Agent shall be authorized to determine the allocations of the transaction costs and expenses to be allocated in accordance with the provisions of this Section 19.03.