Closing Costs; Expenses. (a) Sellers agrees to pay all documentary stamp tax or other transfer taxes relating to the transfer of the Membership Interests to Buyer. Sellers shall be solely responsible for all State or Federal income Taxes or similar Taxes imposed on Sellers as a result of the Contemplated Transactions. Sellers acknowledge and agree that neither the Buyer nor the Company shall have a duty or obligation to pay any Taxes attributable to Sellers as a result of the purchase and sale of the Membership Interests.
(b) Each Party shall be solely responsible for any legal or accounting fees, brokerage or finders’ fees or agents’ commissions or other similar payments incurred by or agreed to by such Party in connection with the execution and delivery of this Agreement or the completion of the Contemplated Transactions.
Closing Costs; Expenses. (a) Seller shall be solely responsible for all State or Federal Income Taxes or similar Taxes imposed on Seller as a result of the Contemplated Transactions. Except as otherwise set forth in this Agreement, Seller acknowledges and agrees that Buyer shall not have any duty or obligation to pay any Taxes attributable to Seller as a result of the purchase and sale of the Company Interests.
(b) Except as otherwise set forth in this Agreement, each Party shall be solely responsible for any legal or accounting fees, brokerage or finders’ fees or agents’ commissions or other similar payments incurred by or agreed to by such Party in connection with the execution and delivery of this Agreement or the completion of the Contemplated Transactions.
Closing Costs; Expenses. Seller Group shall pay all Taxes associated with the transfer of the Assets into the Acquisition LLCs. Seller and Buyer shall bear equally any Transfer Taxes (other than Income Taxes) due and payable, if any, in connection with the sale, conveyance, assignment, transfer, and delivery of the Membership Interests from Seller to the Buyer pursuant to this Agreement. Each of the Parties shall pay its own expenses and the fees and expenses of its counsel, accountants, consultants and other experts and representatives associated with this Agreement and the transactions contemplated herein.
Closing Costs; Expenses. (a) Seller Group shall pay, and Buyer shall reimburse Seller Group for one half (1/2) of, all Taxes associated with the transfer of the Assets into the Acquisition LLCs. Seller Group and Buyer shall bear equally Transfer Taxes (other than Income Taxes) due and payable, if any, in connection with the sale, conveyance, assignment, transfer, and delivery of the Membership Interests to the Buyer pursuant to this Agreement. Each of the Parties shall pay its own expenses and the fees and expenses of its counsel, accountants, consultants and other experts and representatives associated with the negotiation, drafting and execution of this Agreement and the consummation of the transactions contemplated herein.
Closing Costs; Expenses. (a) Seller agrees to pay all documentary stamp tax or other transfer taxes relating to the transfer of the Membership Interests to Buyer within the State of Missouri. Seller shall be solely responsible for all State or Federal income Taxes or similar Taxes imposed on Seller as a result of the Contemplated Transactions. Seller acknowledges and agrees that neither the Buyer nor the Company shall have a duty or obligation to pay any Taxes attributable to Seller as a result of the purchase and sale of the Membership Interests.
(b) Each Party shall be solely responsible for any legal or accounting fees, brokerage or finders’ fees or agents’ commissions or other similar payments incurred by or agreed to by such Party in connection with the execution and delivery of this Agreement or the completion of the Contemplated Transactions.
Closing Costs; Expenses. (a) Seller agrees to pay all documentary stamp tax or other transfer taxes relating to the transfer of the Membership Interests to Buyer. Seller shall be solely responsible for all State or Federal income Taxes or similar Taxes imposed on Seller as a result of the Contemplated Transactions. Seller acknowledges and agrees that neither the Buyer nor the Companies shall have a duty or obligation to pay any Taxes attributable to Seller as a result of the purchase and sale of the Membership Interests.
(b) Each Party shall be solely responsible for any legal or accounting fees, brokerage or finders’ fees or agents’ commissions or other similar payments incurred by or agreed to by such Party in connection with the execution and delivery of this Agreement or the completion of the Contemplated Transactions.
(c) Property taxes, transaction privilege taxes and periodic fees, if any, related to the ownership or operation of the Property, Assets or the Business (but not State or Federal income taxes) and all other applicable taxes and assessments related to the Assets, Businesses and Properties will be prorated; provided, however, that if the rate and/or amount of the taxes for the year of the Closing are not available on the Closing Date, such taxes will be prorated based upon the prior tax year’s assessment. Seller will be responsible for all such taxes attributable to the Assets, Business and Property through the Closing Date and Buyer will be responsible for all such taxes attributable to the Assets from and after the Closing Date. If Buyer undertakes any dispute, protest or request for reassessment with respect to all or any portion of taxes for the tax year in which the Closing occurs, or any previous year, any refund relating to any previous year will be the property of Seller, and any refund relating to the tax year in which the Closing occurs (reduced by the out-of-pocket costs incurred in regard to such dispute, protest or request for reassessment) will be prorated between Seller and Buyer as of the Closing Date.
(d) Payroll obligations, including salaries and payroll taxes will be prorated at Closing.
Closing Costs; Expenses. Common Member shall pay at Closing: (a) all costs and expenses, including Transfer Taxes, associated with the Pre-Closing Restructuring and the Pre-Closing Restructuring Documents; (b) all attorneys’ fees and expenses incurred by 38 Preferred Investor, Common Member and the Company in connection with the Transactions contemplated by this Agreement, the Pre-Closing Restructuring and the Pre-Closing Restructuring Documents; (c) the Origination Fee, (d) any fees payable in connection with the releases of the mortgages and UCC Financing Statements contemplated in Section 4.1(b) and Section 4.2; and (e) any additional costs and charges, including Transfer Taxes, customarily charged to sellers in accordance with common escrow practices in the county in which each Property is located. All such expenses shall be set forth on the Closing Statement. Except as provided in Section 4.5, Common Member shall pay all other expenses incurred in connection with this Agreement and the Transactions, including all third‐party engineering and environmental review costs, all other due diligence costs and all legal, accounting and consultant fees incurred by or on behalf of Common Member or Preferred Investor or the Company. Common Member shall indemnify and hold harmless each of Preferred Investor and the Company for any Liabilities arising under this Section 4.4 with respect to any costs or expenses required to be paid by Common Member hereunder that are not listed as line items on the Closing Statement or otherwise paid in full at Closing.
Closing Costs; Expenses. MJMC shall be responsible for preparation of all Closing documents. MJMC shall pay the following expenses at Closing:
(a) The cost of recording the county deed and any release or satisfaction obtained by Seller pursuant to this Agreement.
(b) Documentary Stamps required to be affixed to the warranty deed.
(c) All costs and premiums for the owner's marketability title insurance commitment and policy, if any.
