Closing and Transaction Costs Clause Samples
The "Closing and Transaction Costs" clause defines how the expenses associated with finalizing a transaction are allocated between the parties. It typically specifies which party is responsible for paying legal fees, filing charges, transfer taxes, and other administrative costs incurred during the closing process. By clearly outlining these financial responsibilities, the clause helps prevent disputes and ensures that both parties understand their obligations, thereby facilitating a smoother transaction.
Closing and Transaction Costs. 6.6.1 Seller and Buyer shall execute such returns, questionnaires and other documents as shall be required with regard to all applicable Transaction Taxes imposed by applicable federal, state or local Law.
6.6.2 Upon the Closing, Buyer shall be responsible for:
(a) any Transaction Taxes in excess of the portion thereof that is the responsibility of Seller as provided in Section 6.6.3 below;
(b) all expenses of or related to the issuance of any Title Policy (including the costs of any survey required by Buyer and/or the Title Company), any Title Endorsements and chain of title reports, and all fees and charges of Escrow Holder hereunder in excess of the applicable portion thereof that is the responsibility of Seller as provided in Section 6.6.3 below;
(c) the charges for or in connection with the recording and/or filing of any instrument or document provided herein or contemplated by this Agreement, the Related Purchase Agreements or any agreement or document described or referred to herein or therein;
(d) all reports or studies obtained by or at the direction of Buyer, including all appraisal, environmental, engineering or other third party reports and the fees or costs incurred in connection therewith;
(e) Buyer’s legal, accounting and other professional fees and expenses incurred in connection with the transactions contemplated hereby, the Related Purchase Agreements and the Exhibits hereto and thereto; and
(f) all other costs and expenses incurred in connection with the transactions contemplated hereunder, under the Related Purchase Agreements and the Exhibits hereto and thereto that are not the responsibility of Seller as provided in Section 6.6.3 below.
6.6.3 Upon the Closing, Seller shall be responsible for:
(a) Twenty-Seven Percent (27%) of the sum of (i) any Transaction Taxes, and (ii) the cost of the Title Policy and Title Endorsements, provided, however, that neither Seller nor its Affiliates shall be responsible for (i) any Transaction Taxes or (ii) the cost of any Title Policies and Title Endorsements, in either case, pursuant to this Agreement or the Related Purchase Agreements in excess of One Million Dollars and 00/100ths ($1,000,000.00), in the aggregate; and
(b) Seller’s legal, accounting and other professional fees and expenses incurred in connection with the transactions contemplated hereby and the Exhibits hereto.
6.6.4 Any personal property conveyed to Buyer as part of the Property is included in this sale as part of the Purchase Price...
Closing and Transaction Costs. On the Closing Date, Peak will cause to be paid any unpaid Closing and Transaction Costs.
Closing and Transaction Costs. The closing costs and other costs incurred in connection with the transactions contemplated by this Agreement shall be paid as follows: (i) all title insurance premiums (including fees to issue the Title Endorsement), all fees and costs incurred in connection with the Closing escrow, all survey costs, all recording and filing fees, all Existing Mortgage Debt and all costs incurred by Assignee in connection with Assignee's due diligence investigation of the Property shall be paid by Assignee; (ii) all transfer taxes (if any), and all fees and costs incurred in connection with the Option Escrow shall be paid by Assignee; provided, however, that in the event transfer taxes are assessed pursuant to 72 P.S. Section 8102-c.5(2) or 61 Pa. Code Section 91.202(a)(2) as a result of (a) any actions taken by Owners prior to, on or after Closing (other than actions taken in connection with the exercise of the Call Option or Put Option), Owners shall be solely responsible for the payment of the amount assessed, together with any penalties and interest thereon, or (b) any actions taken by Assignee on or after Closing. Assignee shall be solely responsible for the payment of the amount assessed, together with any penalties and interest thereon; and (iii) each of Assignee and Owners shall be solely responsible for the payment of its own legal counsel fees.
Closing and Transaction Costs