Closing Expenses. Seller shall pay for the preparation of the Special Warranty Deed, such deed to substantially conform to the provisions of the deed attached hereto as Exhibit B and incorporated by this reference herein. Seller shall provide and pay for all other documents necessary to perform Seller's obligations under this Contract, its attorney’s fees and for the "Grantor’s Tax". Buyer shall pay for (a) recording the Deed and for preparation and recording of all instruments required to secure the balance of the Purchase Price unpaid at Closing, (b) all recordation and transfer taxes, other than the "Grantor's Tax," (c) its attorney’s fees, (d) all costs of a title examination, a title report, a title commitment and one or more title insurance policies, and (e) all other Closing costs, including without limitation, fees to the Settlement Agent.
Closing Expenses. The Borrower agrees to pay or reimburse the Administrative Agent and the Lenders for all of their reasonable and documented out of pocket costs and expenses (including the reasonable and documented fees and expenses of Xxxxxxx and Xxxxxx LLP, special counsel to the Administrative Agent) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the making of the Term Loan.
Closing Expenses. (a) The Sellers shall be responsible for and shall pay (i) the fees, commissions or other compensation to any broker, finder, investment banker or other Person engaged by any Seller with respect to the transactions contemplated by this Agreement, (ii) the legal, accounting and audit fees of any Seller paid or incurred in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, (iii) subject to Section 5.3(a), all compensation, severance and similar amounts payable to any Transferred Employee and attributable to any period on or prior to the Closing Date, and all payroll, employment and similar Taxes thereon, (iv) severance and similar amounts, if any, payable to any officer, director or current or former employee or independent contractor of any Seller (other than any Transferred Employee) and all payroll, employment or similar Taxes thereon, (v) the costs associated with preparing the Purchased Assets for transfer to the Buyer and the costs of the Sellers’ own personnel, counsel and other advisors associated with fulfilling the Sellers’ obligations under Section 5.4, (vi) fifty percent (50%) of any Transfer Expenses in excess of the Buyer Transfer Expense Cap and (vii) fifty percent (50%) of the Transfer Taxes, if any (collectively, the “Seller Closing Expenses”).
(b) The Buyer shall be responsible for and shall pay (i) the fees, commissions or other compensation to any broker, finder, investment banker or other Person engaged by the Buyer with respect to the transactions contemplated by this Agreement (including, without limitation, such amounts payable to financial advisors to the Buyer engaged to render opinions with respect to the fairness of the consideration for the Purchased Assets), (ii) subject to Section 11.1, the legal, accounting and audit fees of the Buyer, (iii) the out-of-pocket costs associated with obtaining, configuring, implementing, testing and launching the Triad Technology Platform following the Closing, including obtaining, configuring, implementing, testing and launching commercially available “off-the-shelf” software and other Third Party software (including any license for such software) necessary for the use or operation of the Triad Technology Platform and not transferable from the Sellers (including by reason of a Third Party withholding its Consent to such transfer or imposing a transfer fee, up-front license fee or other charge associated with the transfer of a lic...
Closing Expenses. The Seller shall pay any costs incurred to clear title to the Property. The Seller shall pay the State and local transfer taxes (and State and County Revenue Stamps) and any settlement fees charged by the Title Company to conduct the Closing. The Purchaser shall pay for the cost of the Purchaser’s investigation of the Property, the cost to record the Limited Warranty Deed, and the Quitclaim Deed, the cost of the Updated Survey, the costs, expenses and examination fees for obtaining the Title Commitment for the Property (including legible copies of all title exceptions) and the title insurance premium and title endorsement fees for the title policy in the amount of the purchase price issued to the Purchaser at the Closing. The Seller and Purchaser shall each be responsible for its own attorneys’ fees.
Closing Expenses. LVSC shall pay and be responsible for all costs and expenses incurred by LVSC associated with the dedication, grant and conveyance of the Property (collectively, “Closing Expenses”), including the following: (a) the Escrow and recording fees;
Closing Expenses. At or before the Closing:
a) The Purchaser shall pay (i) all the documentary tax and surtax stamps due on the deed(s) of conveyance; (ii) the cost of recording the conveyance documents from the Seller; (iii) the cost of recording any corrective instruments that may be necessary to assure good and marketable title; (iv) the cost of recording the purchase money mortgage, if applicable; and (v) all other costs associated with the Closing, including, without limitation, any cost of broker’s commission, title searches, title commitments, title policies, surveys, investigations, tests, and closing costs of the title company handling the Closing.
b) The payment of documentary tax and surtax stamps and all costs relating to the recording of conveyance documents, any corrective instruments, and purchase money mortgages shall be made via cashier’s check or United States Postal Service money order.
c) The Seller shall not be responsible for any costs associated with the Closing, except as provided in Section 3.2(d).
d) Each Party shall bear the fees for its own attorneys and consultants in connection with the Closing.
Closing Expenses. Borrower will pay Lender immediately upon the execution of this Agreement all expenses and Attorneys’ Fees incurred by Lender in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, together with all: (a) recording fees and taxes; (b) survey, appraisal and environmental report charges; and (c) title search and title insurance charges, including any stamp or documentary taxes, charges or similar levies which arise from the payment made hereunder or from the execution, delivery or registration of any Security Document or this Agreement. If Borrower fails to pay such fees, Lender is entitled to disburse such sums as an advance under any Note.
Closing Expenses. 29 7.3 Notification of Escrow Closing Date..............................29 7.4 Documents and/or Deliveries......................................29 7.5 Company Documents and/or Deliveries..............................32 7.6 Execution and Delivery of Closing Statements.....................33 7.7 Joint Instructions to Escrow Agent...............................32 7.8
Closing Expenses. Each party shall bear and pay its own attorneys' fees and expenses. Other than such fees and expenses, Purchaser shall pay all costs and expenses of Closing, including, but not limited to, escrow costs and fees, recording and filing fees, and transfer and any other taxes (excluding income, franchise and similar taxes) relating to the purchase and sale of the Interests as contemplated by this Contract.
Closing Expenses. 13.1. All title examination charges, title insurance premium, survey costs, environmental assessment charges, notary fees and other such third party charges relating to the Transactions shall be paid by Acquirer, but if such amounts are customarily paid by a seller in a substantial commercial transaction in the jurisdiction in which the Property is located, the value of the contribution deemed made by Contributor with respect to the Property shall be reduced in the corresponding amount and the number of LP Units issuable to Contributor shall be correspondingly reduced.
13.2. Although the parties intend that no real estate transfer or recording fees or taxes will be due in connection with the contribution of the Member Interest, if it is finally determined that such taxes are due and payable in connection herewith, such real estate transfer or recording fees or taxes shall be paid by the party who customarily pays such costs in a substantial commercial transaction in such jurisdiction.
13.3. The aggregate amount of the costs itemized in Sections 13.1 and 13.2 are referred to herein collectively as the “Closing Costs.” At Closing, the Contribution Consideration shall be reduced by the amount of Closing Costs due from, but not paid by, Contributor (the “Reduction Amount”).
13.4. Except as otherwise provided in the Master Agreement, each party shall each pay its own due diligence costs and legal, brokerage, lenders, investment banking and accounting costs and fees related to the Transaction and preparation of this Agreement and all documents required to settle the transaction contemplated hereby; provided, however, Acquiror shall cause the UPREIT to pay all documented third party investment banking and other transaction costs incurred by Contributor and the Contributor Affiliate and payable at the Closing; when such payment is made, the value of the contribution deemed made by Contributor shall be reduced in the corresponding amount and the number of LP Units issuable to Contributor shall be correspondingly reduced.
