Closing Costs; Transfer Taxes. Seller and Buyer shall share equally any documentary, transfer taxes and any sales, use, excise, property or other taxes imposed by reason of the transfer of the Assets provided hereunder and any deficiency, interest or penalty assessed with respect thereto.
Closing Costs; Transfer Taxes. (a) [The confidential material contained herein has been omitted and has been separately filed with the Commission.]
Closing Costs; Transfer Taxes. The Shareholders shall be responsible for any stock transfer taxes and any sales, use or other taxes imposed by reason of the transfer of the capital stock of MJ GeneWorks to Buyer as provided hereunder and any deficiency, interest or penalty asserted with respect thereto.
Closing Costs; Transfer Taxes. Seller shall be responsible for the payment of (a) the costs of its legal counsel, advisors and other professionals employed by it in connection with the sale of the Property; (b) all state and local deed taxes and real property transfer taxes, if any; (c) all costs associated with the Survey, the UCC Searches, the Litigation Searches and the Lien Searches; (d) all recording charges and fees; (e) all costs and expenses of transferring to Purchaser's name (or issuing in Purchaser's name replacements of) any letters of credit held by Seller as Deposits under Tenant Leases, (f) all costs and expenses of transferring to Purchaser's name any assignable warranties pertaining to the Improvements; (g) all title insurance costs to be borne by Seller as set forth in Section 4.2 above; and (h) all usual escrow and/or closing fees customarily paid by a seller in a commercial real estate transaction closed in Xxxxxx County, Texas. Purchaser shall be responsible for the payment of (i) the costs and expenses associated with Purchaser's due diligence investigations conducted prior to the Effective Date; (ii) the costs and expenses of its legal counsel, advisors and other professionals employed and/or retained by it in connection with the purchase of the Property; (iii) all title insurance costs to be borne by Purchaser as set forth in Section 4.2 above; (iv) the costs and expenses of the lender in connection with any new loan that provides funds for all or part of the Purchase Price (a "New Loan"), including without limitation, loan fees, mortgage recording taxes, financing costs and lender's legal fees, but excluding title insurance costs which are to be borne as provided above; and (v) all usual escrow and/or closing fees customarily paid by a purchaser in a commercial real estate transaction closed in Xxxxxx County, Texas. In addition to the foregoing, at the Closing Seller and Purchaser shall execute, acknowledge, deliver and file all such returns, if any, as may be necessary to comply with any applicable city, county or state conveyance tax laws and/or Texas real estate conveyance tax laws (collectively, as the same may be amended from time to time, the "Transfer Tax Laws"). The transfer taxes, if any, payable pursuant to the Transfer Tax Laws shall collectively be referred to as the "Transfer Taxes". On the Closing Date, Seller shall pay the Transfer Taxes, if any, to the appropriate taxing authorities, in connection with the consummation of the transactions contemp...
Closing Costs; Transfer Taxes. Sellers shall be responsible for any documentary transfer taxes and any sales, use or other taxes imposed by reason of the transfer of the Company Stock provided hereunder and any deficiency, interest or penalty asserted with respect thereto.
Closing Costs; Transfer Taxes. Seller shall be responsible for ----------------------------- any Transfer Taxes and any other Taxes imposed by reason of the transfer of Purchased Assets or the Sale provided hereunder and any deficiency, interest or penalty asserted with respect thereto. Seller shall also be responsible for the fees and costs of recording or filing all applicable conveyancing instruments described in Section 3.2(a). Buyer shall be responsible for accounting costs related to the Closing Date Asset & Liability Statement.
Closing Costs; Transfer Taxes. (a) Each Party shall pay its own legal, accounting and other professional fees incurred by such Party in connection with the transactions described in this Agreement and any other cost or expense not specifically enumerated in Section 9.4(b). Purchaser shall pay one hundred percent (100%) of any and all costs and expenses, including all documentary or similar taxes and recording fees, that relate solely to borrowings by Purchaser to finance the acquisition of the Assets.
Closing Costs; Transfer Taxes. (a) At or before the Closing, the Sellers shall pay (i) fifty percent (50%) of any escrow or closing charges of the Title Company; (ii) one hundred percent (100%) of any and all sales, documentary, stamp, transfer, sales, use, gross receipts or similar taxes or recording fees related to the transfer of the Assets (provided, however, that the Purchasers shall pay any documentary or similar taxes or recording fees that relate solely to borrowings by the Purchasers to finance the acquisition of the Assets or to the assumption of debt to which the Assets are subject by the Purchasers); (iii) any search fees and costs for the Title Commitments and the premium for each Title Policy issued to the Purchasers (assuming standard coverage); and (iv) the cost of any endorsement required to cure or insure over any title objection identified by the Purchasers in any Title Objection Notice.
Closing Costs; Transfer Taxes. (a) Except as otherwise provided in this Section 10.9, each of PRLP and Landmark shall pay their own (and their subsidiaries’) costs and expenses in connection with the transactions contemplated by this Agreement, including their own (and their subsidiaries’) attorney’s fees incurred in connection with such transactions. Landmark shall pay such costs and expenses of Landmark (and its subsidiaries) at or prior to Closing.
Closing Costs; Transfer Taxes. DFC shall be responsible for any sales, use, income or other taxes imposed by reason of the transfers of the shares of Delta and the shares of Common Stock provided hereunder and any deficiency asserted with respect thereto.
