Certain Transaction Costs. (a) For the Hotels listed on Schedules 2.1(a) and (c), the Seller shall be allocated one-half of the Transfer Taxes which would be payable if such Hotels were transferred pursuant to the Target Sale at the Preliminary Allocated Price. For the Hotels listed on Schedule 2.1(b), the Seller shall be allocated one-half of the Transfer Taxes payable pursuant to the Lease Assignment & Sale at the Preliminary Allocated Price. Schedule 3.9 sets forth the parties’ initial estimate of the Transfer Taxes to be incurred in connection with the Fee Sale, Target Sale and Lease Assignment & Sale as well as the estimated amount thereof to be allocated to the Seller and the Buyer. Schedule 3.9 shall be adjusted by the Seller and the Buyer from time-to-time until the Closing to reflect any elections made by the Buyer hereunder and calculations made by the Title Company based upon the actual amount of Transfer Taxes due and payable in the applicable jurisdictions as of the Closing Date. (b) Regardless of Law or convention, it shall be the responsibility of the Buyer to pay or cause to be paid all Transfer Taxes and otherwise complete and file all Tax Returns in connection therewith in a timely manner. The Seller shall cooperate with the Buyer as reasonably requested by the Buyer in connection with the preparation and filing of such Tax Returns. The Unadjusted Purchase Price shall be reduced at Closing by the total amount of Transfer Taxes allocated to the Seller that are actually paid or payable by the Buyer, and the Preliminary Allocated Price related to each Hotel Interest affected thereby shall be reduced accordingly.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Marriott International Inc /Md/)
Certain Transaction Costs. (a) For the Hotels listed on Schedules 2.1(a) and (c), the Seller CTF shall be allocated one-half of the Transfer Taxes which would be payable if such Hotels were transferred pursuant to the Target Sale at the Preliminary Allocated Price. For the Hotels listed on Schedule 2.1(b), the Seller CTF shall be allocated one-half of the Transfer Taxes payable pursuant to the Lease Assignment & Sale at the Preliminary Allocated Price. Schedule 3.9 3.5 sets forth the parties’ initial estimate of the Transfer Taxes to be incurred in connection with the Fee Sale, Target Sale and Lease Assignment & Sale as well as the estimated amount thereof to be allocated to the Seller CTF and the BuyerPurchaser. Schedule 3.9 3.5 shall be adjusted by the Seller CTF, Marriott and the Buyer Purchaser from time-to-time until the Closing to reflect any elections made by Marriott under the Buyer hereunder CTF Agreement and calculations made by the Title Company based upon the actual amount of Transfer Taxes due and payable in the applicable jurisdictions as of the Closing Date.
(b) Regardless of Law or convention, it shall be the responsibility of the Buyer Purchaser to pay or cause to be paid all Transfer Taxes and otherwise complete and file all Tax Returns in connection therewith in a timely manner. The Seller Marriott shall, and shall cause CTF to, cooperate with the Buyer Purchaser as reasonably requested by the Buyer Purchaser in connection with the preparation and filing of such Tax Returns. The Unadjusted Purchase Price shall be reduced at Closing by the total amount of Transfer Taxes allocated to the Seller CTF that are actually paid or payable by the BuyerPurchaser, and the Preliminary Allocated Price related to each Hotel Interest affected thereby shall be reduced accordingly.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Sunstone Hotel Investors, Inc.), Purchase and Sale Agreement (Marriott International Inc /Md/)
Certain Transaction Costs. (a) For the Hotels listed on Schedules 2.1(a) and (c), the Seller Marriott shall cause CTF to be allocated one-half of the Transfer Taxes which would be payable if such the Hotels were transferred pursuant to the Target Sale at the Preliminary Allocated Price. For the Hotels listed on Schedule 2.1(b), the Seller shall be allocated one-half of the Transfer Taxes payable pursuant to the Lease Assignment & Sale at the Preliminary Allocated Price. Schedule 3.9 3.6 sets forth the parties’ initial estimate of the Transfer Taxes made by CTF and the parties hereto to be incurred in connection with the Fee Sale, Target Sale and Lease Assignment & Sale as well as the estimated amount thereof to be allocated to the Seller CTF and the BuyerPurchaser. Schedule 3.9 3.6 shall be adjusted by CTF and Marriott at the Seller and the Buyer direction of Purchaser from time-to-time until the Closing to reflect any elections made by the Buyer hereunder and calculations made by the Title Company based upon the actual amount of Transfer Taxes due and payable in the applicable jurisdictions as of the Closing Date.
(b) Regardless of Law or convention, it shall be the responsibility of the Buyer Purchaser to pay or cause to be paid all Transfer Taxes and otherwise complete and file all Tax Returns in connection therewith in a timely manner. The Seller Marriott shall, and shall cause CTF to, cooperate with the Buyer Purchaser as reasonably requested by the Buyer Purchaser in connection with the preparation and filing of such Tax Returns. The Unadjusted Purchase Price shall be reduced at Closing by the total amount of Transfer Taxes allocated to the Seller CTF that are actually paid or payable by the BuyerPurchaser, and the Preliminary Allocated Price related to each Hotel Interest affected thereby shall be reduced accordingly.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Marriott International Inc /Md/)