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. 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. 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) 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.
(b) At or before the Closing, the Purchasers shall pay (i) fifty percent (50%) of any escrow or closing charges of the Title Company; (ii) 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) the cost of obtaining current surveys with respect to the Real Property (if desired by the Purchasers); and (iv) the cost to obtain extended coverage with respect to any Title Policy and the cost to obtain any endorsement requested by the Purchasers (but not including any endorsement required to cure or insure over any title objection identified by the Purchasers in any Title Objection Notice). In addition, the Purchasers shall pay the cost of any title insurance issued in favor of any lender of the Purchasers and the costs associated with the inspections and investigations conducted by the Purchasers or their agents or representatives.
Closing Costs; Transfer Taxes. The parties shall equally share any costs imposed by Article 31-A of the NY Tax Law, the creation of Title Evidence and recording the deeds and related filings, the cost of redating title searches for all closings and the cost of title insurance premiums. Buyer shall pay for the Phase I and II Audits. Buyer and Seller are paying upfront costs and expenses which are to be shared equally by Buyer and Seller and credited at each property closing. Further, Buyer shall give to the Seller at each Closing a credit in the amount of Seven Hundered Dollars ($700) per Property to defray certain costs.
Closing Costs; Transfer Taxes. Buyer shall timely pay all Taxes imposed by reason of, and in connection with, the transfers of the Timberland Assets provided hereunder and under the other agreements, certificates, instruments and other documents contemplated hereby (the "Transaction Documents"), as well as any penalties or interest relating thereto, except that Seller shall pay the real estate excise tax relating to the sale of the Timberlands, as contemplated by Section 2.2 and Seller shall be solely responsible for any federal, state, or local income taxes resulting from the transfers of the Timberland Assets to Buyer. Seller shall provide a title insurance commitment on the Timberlands in accordance with Section 3.4 and shall pay the premium for a standard coverage owners policy of title insurance, issued by the Title Company (as defined in Section 3.1) with a coverage amount equal to the Purchase Price, insuring fee simple title to the Timberlands in Buyer, subject only to the Permitted Encumbrances (as defined in Section 3.4(a)), the standard pre-printed exceptions to such policies, and any liens or encumbrances suffered or created by Buyer. Buyer shall pay all other premiums, costs, fees and expenses of any extended coverage title insurance, surveys or further evidence of title it desires to obtain, as well as all filing and recording fees. The parties shall each pay fifty percent (50%) of any escrow fee incurred in connection with the Closing.
Closing Costs; Transfer Taxes. The Company shall be responsible for any sales, use, income or other taxes imposed by reason of the transfers of the shares of Premier and the shares of Common Stock provided hereunder and any deficiency asserted with respect thereto.
