Common use of Closing Costs; Transfer Taxes Clause in Contracts

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 contemplated by this Agreement. The provisions of this Article 8 shall survive the Closing.

Closing Costs; Transfer Taxes. Seller shall be responsible for the payment of (a) the costs of Each Party shall pay its legal counselown legal, advisors accounting and other professionals employed professional fees incurred by it such Party in connection with the sale 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 Property; Assets. (b) Subject to Section 9.4(c), at or before the Closing, the Sellers shall pay all state and local deed taxes and real property transfer taxes, if any; (c) all costs associated of the following transaction expenses incurred in connection 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 transactions described 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 this Agreement: (i) any escrow or closing charges of the costs and expenses associated with Purchaser's due diligence investigations conducted prior to the Effective DateTitle Company; (ii) any and all sales, documentary, stamp, transfer, sales, use, gross receipts or similar taxes or recording fees related to the costs and expenses of its legal counsel, advisors and other professionals employed and/or retained by it in connection with the purchase transfer of the PropertyAssets (collectively, the “Transfer Taxes”); (iii) all title insurance any search fees and costs to be borne by for the Initial Title Commitments and any updates Purchaser as set forth in Section 4.2 abovedeems reasonably necessary thereto; (iv) the costs and expenses cost of the lender in connection with Initial Surveys and 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 aboveupdates Purchaser deems reasonably necessary thereto; and (v) all usual escrow and/or closing fees customarily paid by a purchaser in a commercial real estate transaction closed in Xxxxxx Countythe cost of any reasonable U.C.C., Texas. In addition judgment, bankruptcy, tax and other appropriate searches reasonably acceptable to Purchaser, (vi) the premium for each Title Policy issued to the foregoingPurchaser, at which premium shall include the cost to obtain extended coverage and the following endorsements, to the extent available: zoning, comprehensive, access, tax parcel (single or multiple as need), same as survey, contiguity (as needed), utility facility, (vii) the cost of any endorsement required to cure or insure over any exceptions identified by the Purchaser in any Title Objection Notice which Sellers agreed to cure, and (viii) the costs associated any Phase I environmental reports, property inspection reports and all other reports, inspections and investigations placed in the Data Site by the Sellers. (c) At Closing, the Closing Seller and Statement will reflect that Purchaser shall execute, acknowledge, deliver and file all such returns, if any, as may be necessary to comply with any applicable city, county reimburse or state conveyance tax laws and/or Texas real estate conveyance tax laws (collectivelypay, as the same case may be amended from time to timebe, One Million Five Hundred Thousand Dollars ($1,500,000) toward the "Transfer Tax Laws"). The transfer taxes, if any, payable expenses incurred by Sellers pursuant to Section 9.4(b). (d) The Purchaser shall prepare and cause to be filed at Closing all applicable sales tax or real property transfer tax forms or declarations or similar forms as required by Applicable Law. Sellers agree to reasonably cooperate in 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 preparation of the transactions contemplated by this Agreement. The provisions of this Article 8 shall survive the Closingsuch declarations or forms.

Closing Costs; Transfer Taxes. Seller shall be responsible for the payment of (a) the Except as otherwise provided in this Section 10.9, each of PRLP and Landmark shall pay their own (and their subsidiaries’) costs of its legal counsel, advisors and other professionals employed by it expenses in connection with the sale of the Property; transactions contemplated by this Agreement, including their own (band their subsidiaries’) all state and local deed taxes and real property transfer taxes, if any; (c) all costs associated attorney’s fees incurred in connection with the Survey, the UCC Searches, the Litigation Searches and the Lien Searches; (d) all recording charges and fees; (e) all such transactions. Landmark shall pay such costs and expenses of transferring Landmark (and its subsidiaries) at or prior to Purchaser's name Closing. (b) At or issuing in Purchaser's name replacements ofbefore Closing, PRLP shall pay one hundred percent (100%) 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 of any and expenses associated with Purchaser's due diligence investigations conducted prior to the Effective Date; (ii) the costs and expenses of all third-party studies or reports requested or commissioned by PRLP or its legal counselAffiliates, advisors and other professionals employed and/or retained by it representatives or agents in connection with the purchase Closing, including the cost of the Property; any zoning reports, environmental reports (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 Phase I environmental reports), including without limitationproperty condition reports, loan feesmarket studies or appraisals, (ii) any and all mortgage recording taxes, financing costs and lender's legal fees, but excluding title insurance costs which are taxes or documentary or similar taxes or recording fees that relate solely to be borne as provided above; and (v) all usual escrow and/or closing fees customarily paid borrowings by a purchaser in a commercial real estate transaction closed in Xxxxxx County, Texas. In addition PRLP 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 finance the transactions contemplated by this Agreement; and (iii) the costs and expenses incurred in connection with the PRT Credit Facility, as more particularly provided in Section 1.4 hereof. At or before Closing, Landmark shall pay one hundred percent (100%) of (x) the title search fees payable in connection with obtaining the Title Policies (other than any loan policy(ies)) issued to PRLP in connection with the transactions contemplated by this Agreement, (y) any transfer taxes required to be paid in connection with the transfer of the Properties (or direct or indirect ownership of the Properties) at Closing, and (z) the premium for each Title Policy (other than any loan policy(ies)) issued to PRLP in connection with the transactions contemplated by this Agreement. (c) All other costs of Closing (including (i) the cost of UCC searches, (ii) sales taxes, deed taxes and similar taxes and fees related to the transfer of the Properties (or direct or indirect ownership of the Properties) at Closing, (iii) the cost to obtain any endorsement requested by PRLP, including extended coverage, (but not including any endorsement required to cure or insure over any title objection identified by PRLP in any Title Objection Notice which Landmark agreed to cure), (iv) any and all mortgage recording taxes or documentary or similar taxes or recording fees other than those set forth in clause (ii) of the first sentence of Section 10.9(b), and (v) any escrow or closing charges of the Title Company or Escrow Agent) shall be allocated among PRLP and Landmark at Closing based on the custom of the jurisdiction in which the Properties are located. The provisions Parties agree that Schedule 10.9 contains the agreement of this Article 8 the Parties hereto as to the custom of each jurisdiction in which a Property is located with respect to the costs of Closing identified thereon. (d) Landmark shall survive prepare and cause to be filed at Closing all applicable sales tax or real property transfer tax forms or declarations or similar forms as required by Applicable Law. PRLP shall cooperate in the Closingfiling of such returns, including by promptly supplying any information in its possession that is reasonably required by Landmark to complete such returns.

Closing Costs; Transfer Taxes. Seller shall be responsible for the payment of (a) the costs of Each Party shall pay its legal counselown legal, advisors accounting and other professionals employed professional fees incurred by it such Party in connection with the sale 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 Property; Assets. (b) Subject to Section 9.4(c), at or before the Closing, the Sellers shall pay all state and local deed taxes and real property transfer taxes, if any; (c) all costs associated of the following transaction expenses incurred in connection 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 transactions described 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 this Agreement: (i) any escrow or closing charges of the costs and expenses associated with Purchaser's due diligence investigations conducted prior to the Effective DateTitle Company; (ii) any and all sales, documentary, stamp, transfer, sales, use, gross receipts or similar taxes or recording fees related to the costs and expenses of its legal counsel, advisors and other professionals employed and/or retained by it in connection with the purchase transfer of the PropertyAssets (collectively, the “Transfer Taxes”); (iii) all title insurance any search fees and costs to be borne by for the Initial Title Commitments and any updates Purchaser as set forth in Section 4.2 abovedeems reasonably necessary thereto; (iv) the costs and expenses cost of the lender in connection with Initial Surveys and 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 aboveupdates Purchaser deems reasonably necessary thereto; and (v) all usual escrow and/or closing fees customarily paid by a purchaser in a commercial real estate transaction closed in Xxxxxx Countythe cost of any reasonable U.C.C., Texas. In addition judgment, bankruptcy, tax and other appropriate searches reasonably acceptable to Purchaser, (vi) the premium for each Title Policy issued to the foregoingPurchaser, at which premium shall include the cost to obtain extended coverage and the following endorsements, to the extent available: zoning, comprehensive, access, tax parcel (single or multiple as need), same as survey, contiguity (as needed), utility facility and solely with respect to the Myrtle Beach Facility and the Yardley Commons Facility, a non-imputation endorsement, (vii) the cost of any endorsement required to cure or insure over any exceptions identified by the Purchaser in any Title Objection Notice which Sellers agreed to cure, and (viii) the costs associated any Phase I environmental reports, property inspection reports and all other reports, inspections and investigations placed in the Data Site by the Sellers. (c) At Closing, the Closing Seller and Statement will reflect that Purchaser shall execute, acknowledge, deliver and file all such returns, if any, as may be necessary to comply with any applicable city, county reimburse or state conveyance tax laws and/or Texas real estate conveyance tax laws (collectivelypay, as the same case may be amended from time to timebe, One Million Five Hundred Thousand Dollars ($1,500,000) toward the "Transfer Tax Laws"). The transfer taxes, if any, payable expenses incurred by Sellers pursuant to Section 9.4(b). (d) The Purchaser shall prepare and cause to be filed at Closing all applicable sales tax or real property transfer tax forms or declarations or similar forms as required by Applicable Law. Sellers agree to reasonably cooperate in 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 preparation of the transactions contemplated by this Agreement. The provisions of this Article 8 shall survive the Closingsuch declarations or forms.

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 Dallas 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 Dallas 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 contemplated by this Agreement. The provisions of this Article 8 shall survive the Closing.