Closing Costs; Prorations. (a) Except as otherwise provided in this Agreement, Buyer shall be responsible for the payment of all costs and expenses of the transaction described in this Agreement, whether or not the transaction described in this Agreement closes, including, without limitation:
(i) the cost of all investigations of the Properties conducted by Buyer, if any, including, without limitation, all environmental assessments and/or environmental insurance policies, engineering assessments and mechanical assessments;
(ii) the fees and expenses of Buyer's attorneys and the reasonable fees and expenses of Seller's attorneys (other than those incurred in connection with the Proxy Consent);
(iii) the premiums for all title insurance policies, if any, issued as a result of the conveyance of the Properties, including, without limitation, all title search charges, the premium for all endorsements to such title insurance policies, and UCC search charges;
(iv) all applicable documentary stamps taxes, filing, transfer taxes, mortgage and/or recording taxes;
(v) the cost of all surveys;
(vi) the cost of complying with the requirements of the Hart-Scott-Rodino Antitrust Imxxxxxxxxxx Xxx xf 1976, to the extent applicable; and
(vii) the fees and charges of Title Company in its capacity as escrow agent; provided, however, Seller shall be solely responsible for the payment of all costs and expenses incurred in connection with soliciting the Proxy Consent, whether or not the transaction described in this Agreement closes, and if the transaction described in this Agreement does not close because of a breach or default by Seller under this Agreement, Seller shall be responsible for the payment of any title commitment cancellation fees imposed by Title Company, the cost of all ALTA surveys prepared in connection with the Closing and its own attorneys' fees and expenses.
(b) All rent under the Leases, including, without limitation, Monthly Percentage Rent (as defined in the Leases), shall be prorated between Seller and Lessee as of midnight of the day preceding the Closing Date; provided, however, in the event that the amount of any percentage rent due to Seller under the Leases cannot be determined by the Closing Date, Buyer shall cause Lessee to remit such amount to Seller within ten (10) days after the Closing Date.
(c) Seller and Buyer shall not prorate any of the items listed in the following subsections (i) through (iii), whether accruing or arising prior to or from and after the Closing Dat...
Closing Costs; Prorations. 8.1 The closing of the transaction contemplated herein (the "CLOSING") shall be held on or before that date (the "CLOSING DATE") which is the earlier to occur of (1) December 15, 2004 (the "OUTSIDE CLOSING Date") and (2) the later to occur of (a) that date which is ten (10) days after the date on which Purchaser notifies Seller in writing (a "CLOSING NOTICE") that (i) the Assumption Documents and the "Assumption Documents" under each of the Other Agreements (hereinafter defined) are in final form and agreed to by Purchaser, Lender and the "Lender" under each of the Other Agreements and (ii) all other conditions of the Lender and the "Lender" under each of the Other Agreements to the assumption by Purchaser of the Existing Financing and the assumption by Purchaser of the "Existing Financing" under each of the Other Agreements have been satisfied, and (b) October 20, 2004, or such other date as may be agreed to in writing by Seller and Purchaser; provided, however, if such date is a Saturday, Sunday or banking holiday, the Closing shall be the next regular business day. The Closing shall be held through escrow at the office of the Title Company's agent, Xxxxxx and XxXxxxxx, P.A., or at such other location as may be acceptable to both Seller and Purchaser. Notwithstanding the foregoing, in the event that each of the conditions set forth in Section 8.1(2)(a) hereinabove have not been satisfied on or before December 15, 2004, then Purchaser may, at its option, extend the Outside Closing Date to January 17, 2005 by written notice thereof to Seller; and if Purchaser does not so extend the Closing Date, then this Agreement shall thereupon automatically terminate, fifty percent (50%) of the Xxxxxxx Money shall be returned to Purchaser and fifty percent (50%) of the Xxxxxxx Money shall be delivered to Seller and, thereafter, neither Seller nor Purchaser shall have any further duties or obligations hereunder. In addition, in the event that Purchaser extends the Outside Closing Date to January 17, 2005 as provided in the immediately preceding sentence, and each of the conditions set forth in Section 8.1(2)(a) hereinabove have not been satisfied on or before January 17, 2005, then Purchaser may, at its option, extend the Outside Closing Date to February 15, 2005 by written notice thereof to Seller; and if Purchaser does not so extend the Closing Date, then this Agreement shall thereupon automatically terminate, twenty-five percent (25%) of the Xxxxxxx Money shall be re...
Closing Costs; Prorations. (a) Purchaser and Seller shall each pay their own attorneys’ fees and shall each pay one-half of any escrow fees and Closing costs charged by Escrow Agent in connection with this Transaction. At Closing, Seller shall pay (i) all costs (including recording costs of any releases) associated with satisfying any requirements set forth on the title commitment issued by the Title Company (the “Title Commitment”) and (ii) all State and local conveyance taxes which become payable by reason of the transfer of the Property. At Closing, Purchaser shall pay (i) all costs associated with financing the Purchase Price, (ii) the cost of the title search and Title Commitment, (iii) the cost to obtain the Proforma Policy and any endorsements required by Purchaser and (iv) the recording costs for the Deed.
(b) All income and expenses of the Property (other than rent, as the Lease will be terminated as of the Closing Date) shall be apportioned as of 12:01 a.m., on the day of the Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs. Such prorated items shall include without limitation the following:
(i) taxes and assessments (including any personal property taxes) levied against the Property (to be adjusted according to local custom);
(ii) utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing) or, if unmetered, on the basis of a current xxxx for each such utility. Seller will use reasonable efforts to cause a final meter reading to take place as of the date of Closing; and
(iii) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller of comparable properties in New London County, Connecticut.
(c) All other costs and expenses of the Transaction not allocated above shall be divided between the Parties in accordance with the custom of the jurisdiction where the Property is located; provided, however, if no such custom exists, Seller and Purchaser shall each pay one-half (1/2) of such fees and costs related to the purchase and sale of the Property.
Closing Costs; Prorations. Seller shall pay (a) the cost of the premium for the standard CLTA coverage Title Policy in the amount of the Purchase Price,(b) the cost to record the Deed, and(c) one-half( l/2) of Escrow Holder's fees(except in the event of failure of Closing to occur due to a default by Buyer, in which case Buyer shall be solely responsible for all Escrow charges). Buyer shall pay(i) the cost of the Title Policy to the extent such cost exceeds the cost of a standard CLTA owner's policy of title insurance in the amount of the Purchase Price, including extended coverage and policy endorsements, (ii) any and all transfer taxes due or owing in connection with the conveyance of the Property from Seller to Buyer,(iii) one-half(1/2) of Escrow Holder's fees(except in the event of failure of Closing to occur due to a default by Seller, in which case Seller shall be solely responsible for all Escrow charges), and(iv) all fees, costs or expenses in connection with Buyer's inspections, including any new surveys of the Real Property or updates of existing surveys. Any other closing costs shall be allocated in accordance with local custom in Orange County, California. Seller and Buyer shall pay their respective legal fees. Income and expenses of the Property shall be prorated in accordance with local customs in Orange County, California(to the extent such customs are not inconsistent with the terms of this Agreement) or the Lease.
Closing Costs; Prorations. At Closing, Seller shall pay (i) the premium for the standard coverage policy of title insurance and the endorsements required to insure around the Exceptions the Title Company agreed to insure around in accordance with Section 4 above, (ii) deed or real property transfer taxes, and (iii) one-half of Title Company’s escrow fees and charges. Purchaser shall pay (i) the costs of the extended coverage portion of the policy of title insurance and any title insurance endorsements required by Purchaser (other than the costs of the title insurance endorsements to be provided by Seller pursuant to the first sentence of this Section 6.1), and (ii) one-half of Title Company’s escrow fees and charges. Real property taxes, assessments, surface water management charges, utilities and other expenses of the Property shall be prorated as of the date of Closing with Purchaser bearing the costs of the date of Closing. All other closing costs shall be paid and allocated in accordance with the custom in the county in which the Property is located. Each party shall be responsible for its own legal, accounting and consultant fees.
Closing Costs; Prorations. Seller shall pay for the preparation of the Deed, North Carolina excise stamp tax, Seller's ad valorem personal property taxes for the year of closing, any real estate commissions owed by Seller, and Seller's attorney's fees. Buyer shall pay for the Title Commitment, Survey, and any costs associated with the Tests or any loan(s) to Buyer and Buyer's attorney's fees. Ad valorem real property taxes applicable to the Property will be prorated as of the Closing. The Seller is entitled to rents for the year in which the closing shall occur, if any.
Closing Costs; Prorations. The Developer and the District shall each pay an equal one-half (50/50) share of the costs of the escrow services and recording fees related to the conveyance of any Identified School Site. Developer shall pay any excise taxes due in connection with conveyance of any Identified School Site. All real estate taxes for the Identified School Site shall be prorated as of the Closing Date.
Closing Costs; Prorations. Xxxxx and Seller each agree to pay one-half (1/2) of the escrow closing agent's escrow fees. Xxxxxx agrees to pay for the costs of clearing Seller's title on the Property, the owner's standard title insurance policy, and the real estate excise tax. Real property taxes for the current tax year, insurance premiums (if Buyer assumes the existing policy), homeowner association assessments imposed on the Property prior to Closing, if any, payments on Xxxxx-Xxxx and other special assessment district bonds and assessments that are now a lien, if any, and other usual items will be prorated as of the Closing Date. Seller will pay all utility bills accrued to the date Buyer is entitled to possession. Any supplemental tax bills shall be paid as follows: (i) for periods after Closing, by Buyer; and (ii) for periods prior to Closing, by Seller. Proration of supplemental tax and utility bills issued after Closing shall be handled directly between Buyer and Seller outside of escrow.
Closing Costs; Prorations. 19.1 Purchaser shall pay all Title insurance premiums and the cost of recording the deed.
19.2 Real estate taxes, if any, special assessments, utilities, operating expenses, including but not limited to water and sewer charges, if applicable, rent and all other customary items shall be prorated between the Parties as of the Closing, with charges, rents and other prorations for the day of Closing attributable to Purchaser. In the event that final, current real estate tax bills are unavailable at Closing, such taxes shall be prorated on the basis of the taxes for the most recent year for which tax bills are available.
19.3 The obligation of this Article 16 with regard to any adjustments or payments shall survive Closing for a period of up to sixty (60) calendar days so that the Parties may undertake a post-closing “true-up” to the extent that same is necessary for such items that may have been estimated at closing.
Closing Costs; Prorations. Xxxxx agrees to pay any and all closing costs in connection with the effectuation of the donation transaction contemplated by this Agreement, including as to the Closing and the transfer of the Property to Donee. Each party shall pay its own attorneys’ fees and any other consultants’ fees incurred in connection with the negotiation of this Agreement and/or the conveyance of the Property to Donee. Real estate taxes and assessments will be prorated as of the Closing Date
