Common use of Closing and Transaction Costs Clause in Contracts

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 for the Property and without additional charge therefore. 6.6.5 If the Closing does not occur for any reason other than Seller’s default hereunder, Buyer shall pay all title and Escrow cancellation charges and expenses. If the Closing does not occur by reason of Seller’s default hereunder, then in such event Seller shall be responsible for any title and Escrow cancellation charges and expenses. The provisions of this Section 6.6.5 shall survive any early termination of this Agreement prior to Closing.

Closing and Transaction Costs. 6.6.1 Seller Peak Parties shall pay (collectively, the “Closing 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:Costs”): (a) any Transaction Taxes in excess of all title examination fees, premiums and closing costs associated with the portion thereof that is the responsibility of Seller as provided in Section 6.6.3 belowRequired Title Downdates; (b) all expenses of or related to costs associated with 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 belowRequired Legal Opinions; (c) the Peak Parties’ reasonable legal, accounting and other professional fees and expenses and the cost of all opinions, certificates, instruments, documents and papers required to be delivered by Peak Parties hereunder, including without limitation, the cost of performance by Peak Parties of its obligations hereunder; (d) all other costs and expenses incurred in connection with this Agreement; (e) 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 Agreement or any agreement or document described or referred to herein herein, including any applicable mortgage, recordation, or thereintransfer tax; (df) 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 EPR Parties’ legal, accounting and other professional fees and expenses incurred in connection expenses, including without limitation the costs associated with the transactions contemplated herebypreparation and negotiation of this Agreement, 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 letter of intent 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 Taxesprecedes this Agreement, and (ii) the cost of all due diligence, opinions, certificates, instruments, documents and papers required to be delivered, or to cause to be delivered, by EPR Parties hereunder (the Title Policy “EPR Expenses”). (g) The Peak Parties obligations under this Section 7 shall survive termination or closing under this Agreement and Title Endorsementsshall not be contingent on the successful completion of the Peak IPO. In addition, provided, however, that neither Seller nor its Affiliates all EPR Expenses incurred as of the Effective Date 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 paid concurrently with the transactions contemplated hereby execution 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 for the Property and without additional charge therefore. 6.6.5 If the Closing does not occur for any reason other than Seller’s default hereunder, Buyer shall pay all title and Escrow cancellation charges and expenses. If the Closing does not occur by reason of Seller’s default hereunder, then in such event Seller shall be responsible for any title and Escrow cancellation charges and expenses. The provisions delivery of this Section 6.6.5 shall survive any early termination of this Agreement prior to ClosingAgreement. In the event the Peak IPO is not consummated by the outside Closing Date, the Peak Parties will promptly pay the EPR Expenses upon written demand.

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 Policies (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 Policies 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 either Property is included in this sale as part of the Allocated Purchase Price for the such Property and without additional charge therefore. 6.6.5 If the Closing does not occur for any reason other than Seller’s default hereunder, Buyer shall pay all title and Escrow cancellation charges and expenses. If the Closing does not occur by reason of Seller’s default hereunder, then in such event Seller shall be responsible for any title and Escrow cancellation charges and expenses. The provisions of this Section 6.6.5 shall survive any early termination of this Agreement prior to Closing.

Closing and Transaction Costs. 6.6.1 Seller Sellers 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 Sellers as provided in Section 6.6.3 below; (b) all expenses of or related to the issuance of any Title Policy Polices (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 Sellers 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 Sellers as provided in Section 6.6.3 below. 6.6.3 Upon the Closing, Seller Sellers 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 Policies and Title Endorsements, provided, however, that neither Seller Sellers nor its their 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 Sellers’ 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 any Property is included in this sale as part of the Allocated Purchase Price for the such Property and without additional charge therefore. 6.6.5 If the Closing does not occur for any reason other than Seller’s Sellers’ default hereunder, Buyer shall pay all title and Escrow cancellation charges and expenses. If the Closing does not occur by reason of Seller’s Sellers’ default hereunder, then in such event Seller Sellers shall be responsible for any title and Escrow cancellation charges and expenses. The provisions of this Section 6.6.5 shall survive any early termination of this Agreement prior to Closing.

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 and all state, municipal or other documentary, transfer, stamp, sales, use or similar taxes payable in excess connection with the delivery of the portion thereof that is the responsibility of Seller as any instrument or document provided in Section 6.6.3 belowor contemplated by this Agreement or the Exhibits hereto, any agreement or commitment described or referred to herein or the transactions contemplated herein together with interest and penalties, if any, thereon; (b) all expenses of or related to the issuance of any the Title Policy (including the costs of any survey ALTA Survey required by Buyer and/or and the Title Company), any Title Endorsements and chain of title reports, and all escrow 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 belowcharges; (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 Agreement or any agreement or document described or referred to herein or thereinherein; (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 cost of all instruments and theretodocuments required to be delivered, or to be caused to be delivered, by Buyer hereunder; (e) Seller’s Transaction Costs; and (f) all 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 hereunder 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 for the Property and without additional charge therefore. 6.6.5 6.6.2 If the Closing does not occur for any reason other than Seller’s default hereunder, Buyer shall pay all title and Escrow cancellation charges and expensesexpenses and shall pay to Seller all of Seller’s Transaction Costs. If the Closing does not occur by reason of Seller’s default hereunder, then in such event Seller shall be solely responsible for Seller’s Transaction Costs and for any title and Escrow cancellation charges and expenses. The provisions of this Section 6.6.5 shall survive any early termination of this Agreement prior to Closing.

Closing and Transaction Costs. 6.6.1 Seller Sellers and Buyer Buyers 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 Buyers shall be responsible for: (a) any Transaction Taxes in excess of the portion thereof that except as is the responsibility of Seller as expressly provided in Section 6.6.3 below, all Transaction Taxes and all fees and charges of Escrow Holder hereunder; (b) except as is expressly provided in Section 6.6.3 below, all expenses of or related to the issuance of any Title Policy Policies (including the costs of any survey required by Buyer Buyers and/or the Title Company), any title warranties, any Title Endorsements and any 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 belowreports or tax certificates; (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 thereinherein; (d) all costs of financing all or any portion of the Purchase Price (including, without limitation, all costs of title insurance incurred in connection with any lenders’ policies of title insurance and any mortgage recording taxes); (e) all reports or studies obtained by or at the direction of BuyerBuyers, including all appraisal, environmental, engineering or other third party reports and the fees or costs incurred in connection therewith; (ef) Buyer’s Buyers’ legal, accounting and other professional fees and expenses incurred in connection with the transactions contemplated hereby, the Related Purchase Agreements hereby and the Exhibits hereto and thereto; andhereto; (fg) all other costs and expenses incurred in connection with the transactions contemplated hereunder, under the Related Purchase Agreements hereunder and the Exhibits hereto and thereto that are not the responsibility of Seller Sellers as provided in Section 6.6.3 below. 6.6.3 Upon the Closing, Seller Sellers shall be responsible for: (a) Twentyone-Seven Percent half (27%1/2) of all Transaction Taxes (other than any Mansion Taxes or New Jersey bulk sales taxes, both of which shall be the sum sole responsibility of Buyers) and one-half (i1/2) of all fees and charges of Escrow Holder hereunder; (b) to the extent a Title Policy is issued by Title Company for an applicable Property located in the State of Texas at Closing, the premium owing for such Title Policy for such Property (excluding any Transaction Taxes, and (ii) the cost of premiums or costs for 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 (bc) Seller’s except as is expressly provided in Section 6.6.2 above, Sellers’ 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 Buyers as part of the any Property is included in this sale as part without charge; provided, however, that Buyers shall be obligated to pay the amount of any and all sales or similar taxes payable in connection with the Purchase Price for the Property and without additional charge thereforetransfer of such personal property. 6.6.5 If the Closing does not occur for any reason other than Seller’s Sellers’ default hereunder, Buyer Buyers shall pay all title and Escrow cancellation charges and expenses. If the Closing does not occur by reason of Seller’s Sellers’ default hereunder, then in such event Seller Sellers shall be responsible for any title and Escrow cancellation charges and expenses. . 6.6.6 The provisions of this Section 6.6 shall survive the Closing and the provisions of Section 6.6.5 shall survive any early termination of this Agreement prior to Closing.

Closing and Transaction Costs. 6.6.1 Seller Sellers 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 Sellers as provided in Section 6.6.3 below; (b) all expenses of or related to the issuance of any Title Policy Polices (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 Sellers 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 Sellers 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 not to this Agreement or the Related Purchase Agreements in excess exceed an aggregate cost to Sellers of One Million Dollars and 00/100ths ($1,000,000.00), in the aggregate; and (b) Seller’s Sellers’ 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 any Property is included in this sale as part of the Allocated Purchase Price for the Property and without additional charge therefore. 6.6.5 If the Closing does not occur for any reason other than Seller’s Sellers’ default hereunder, Buyer shall pay all title and Escrow cancellation charges and expenses. If the Closing does not occur by reason of Seller’s Sellers’ default hereunder, then in such event Seller Sellers shall be responsible for any title and Escrow cancellation charges and expenses. The provisions of this Section 6.6.5 shall survive any early termination of this Agreement prior to Closing.

Closing and Transaction Costs. 6.6.1 Seller Sellers 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 Sellers as provided in Section 6.6.3 below; (b) all expenses of or related to the issuance of any Title Policy Polices (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 Sellers 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 Sellers as provided in Section 6.6.3 below. 6.6.3 Upon the Closing, Seller Sellers 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 Policies and Title Endorsements, ; provided, however, that neither Seller Sellers nor its their 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 Sellers’ 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 any Property is included in this sale as part of the Allocated Purchase Price for the such Property and without additional charge therefore. 6.6.5 If the Closing does not occur for any reason other than Seller’s Sellers’ default hereunder, Buyer shall pay all title and Escrow cancellation charges and expenses. If the Closing does not occur by reason of Seller’s Sellers’ default hereunder, then in such event Seller Sellers shall be responsible for any title and Escrow cancellation charges and expenses. The provisions of this Section 6.6.5 shall survive any early termination of this Agreement prior to Closing.

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 Policies (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 Policies 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 any Property is included in this sale as part of the Allocated Purchase Price for the such Property and without additional charge therefore. 6.6.5 If the Closing does not occur for any reason other than Seller’s default hereunder, Buyer shall pay all title and Escrow cancellation charges and expenses. If the Closing does not occur by reason of Seller’s default hereunder, then in such event Seller shall be responsible for any title and Escrow cancellation charges and expenses. The provisions of this Section 6.6.5 shall survive any early termination of this Agreement prior to Closing.