Closing Statements/Closing Costs. (a) Seller and Purchaser shall deposit with the Escrow Agent executed Closing Statements consistent with this Agreement in the form required by the Escrow Agent. (b) Seller and Purchaser shall execute such returns, questionnaires and other documents as shall be required with regard to all applicable real property transaction taxes imposed by applicable federal, state or local law or ordinance. (c) Seller shall pay the fees of any counsel representing Seller in connection with this transaction. Seller shall also pay the following costs and expenses: (i) one-half of the escrow fee, if any, which may be charged by the Escrow Agent or the Title Company; (ii) one-half of any excise, recording, deed, imposed transfer tax, documentary stamp tax or similar tax which becomes payable by reason of the transfer of the Membership Interests under applicable state or local law, including, without limitation, any real estate excise tax; and (iii) all of Seller’s recording fees in order to release any liens in connection with the transactions contemplated hereby. (d) Purchaser shall pay the fees of any counsel representing Purchaser in connection with this transaction. Purchaser shall also pay the following costs and expenses: (i) one-half of the escrow fee, if any, which may be charged by the Escrow Agent or the Title Company; (ii) one-half of any excise, recording, deed, imposed transfer tax, documentary stamp tax or similar tax which becomes payable by reason of the transfer of the Membership Interests under applicable state or local law, including, without limitation, any real estate excise tax; and (iii) the cost of the Survey; (iv) the UCC title insurance premium for the UCC Title Policies; (v) the premium for the Title Policy for each of the Properties, the Customary Endorsements and all other endorsements; and (vi) all other recording fees in order to effectuate the Closing.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (BioMed Realty Trust Inc), Purchase and Sale Agreement (Human Genome Sciences Inc)
Closing Statements/Closing Costs. (a) Seller and Purchaser shall deposit with the Escrow Agent executed Closing Statements closing statements consistent with this Agreement in the form required by the Escrow Agent.
(b) Seller and Purchaser shall execute such returns, questionnaires and other documents as shall be required with regard to all applicable real property transaction taxes imposed by applicable federal, state or local law or ordinance.
(c) Seller shall pay the fees of any counsel representing Seller in connection with this transaction. Seller shall also pay the following costs and expenses:
(i) one-half of the escrow fee, if any, which may be charged by the Escrow Agent or the Title Company;
(ii) one-half the CLTA title insurance premium of any excise, recording, deed, imposed the Title Policy;
(iii) the transfer tax, documentary stamp tax or similar tax which becomes payable by reason of the transfer of the Membership Interests Property (excluding, however, any sales tax in respect of the Fee Tangible Personal Property) under applicable state or local law, including, without limitation, any real estate excise tax;
(iv) all of its recording fees in connection with the recordation of the Deed and the Memoranda described in Sections 9.2 and 9.3 hereof; and
(iiiv) any and all of Seller’s recording other charges and fees customarily charged to the seller by Title Company in order to release any liens in connection with the transactions contemplated herebysimilar transactions.
(d) Purchaser shall pay the fees of any counsel representing Purchaser in connection with this transaction. Purchaser shall also pay the following costs and expenses:
(i) one-half of the escrow fee, if any, which may be charged by the Escrow Agent or the Title Company;
(ii) one-half the additional incremental title insurance premium for the Title Policy that is directly attributable to obtaining ALTA coverage and the Purchaser’s Endorsements instead of CLTA coverage;
(iii) any excise, recording, deed, imposed transfer tax, documentary stamp tax or and all other charges and fees customarily charged to the purchaser by Title Company in similar tax which becomes payable by reason of the transfer of the Membership Interests under applicable state or local law, including, without limitation, any real estate excise taxtransactions; and
(iiiiv) the cost of the Survey;
(iv) the UCC title insurance premium for the UCC Title Policies;
(v) the premium for the Title Policy for each of the Properties, the Customary Endorsements and all other endorsements; and
(vi) all other recording fees in order to effectuate the Closing.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Arena Pharmaceuticals Inc)
Closing Statements/Closing Costs. (a) Seller and Purchaser shall deposit with the Escrow Agent executed Closing Statements closing statements consistent with this Agreement in the form required by the Escrow Agent.
(b) Seller and Purchaser shall execute such returns, questionnaires and other documents as shall be required with regard to all applicable real property transaction taxes imposed by applicable federal, state or local law or ordinance.
(c) Seller shall pay the fees of any counsel representing Seller in connection with this transaction. Seller shall also pay the following costs and expenses:
(i) one-half of the escrow fee, if any, which may be charged by the Escrow Agent or the Title Company;; and
(ii) one-half of any excise, recording, deed, imposed transfer tax, documentary stamp tax or similar tax which becomes payable by reason of the transfer of the Membership Interests under applicable state or local law, including, without limitation, any real estate excise tax; and
(iii) all of Seller’s its recording fees in order to release any liens in connection with the transactions contemplated herebyfees.
(d) Purchaser shall pay the fees of any counsel representing Purchaser in connection with this transaction. Purchaser shall also pay the following costs and expenses:
(i) one-half of the escrow fee, if any, which may be charged by the Escrow Agent or the Title Company;
(ii) one-half the transfer fees, if any, associated with the assignment of the Ground Lease pursuant to Section 2.1;
(iii) the owner’s title insurance premium for an owner’s title insurance policy and any endorsements requested by Purchaser;
(iv) the excise, recording, deed, imposed transfer tax, documentary stamp tax or similar tax which becomes payable by reason of the transfer of the Membership Interests Property under applicable state or local law, including, without limitation, any real estate excise tax; and
(iii) the cost of the Survey;
(iv) the UCC title insurance premium for the UCC Title Policies;
(v) the premium for the Title Policy for each all of the Properties, the Customary Endorsements and all other endorsements; and
(vi) all other its recording fees in order to effectuate the Closingfees.
Appears in 1 contract
Samples: Purchase and Sale Agreement (NPS Pharmaceuticals Inc)
Closing Statements/Closing Costs. (a) Seller and Purchaser shall deposit with the Escrow Agent executed Closing Statements closing statements consistent with this Agreement in the form required by the Escrow Agent.
(b) Seller and Purchaser shall execute such returns, questionnaires and other documents as shall be required with regard to all applicable real property transaction taxes imposed by applicable federal, state or local law or ordinance.
(c) Seller shall pay the fees of any counsel representing Seller in connection with this transaction. Seller shall also pay the following costs and expenses:
(i) one-half of the escrow fee, if any, which may be charged by the Escrow Agent or the Title Company;; and
(ii) one-half of any excise, recording, deed, imposed transfer tax, documentary stamp tax or similar tax which becomes payable by reason of the transfer of the Membership Interests under applicable state or local law, including, without limitation, any real estate excise tax; and
(iii) all of Seller’s its recording fees in order to release any liens in connection with the transactions contemplated herebyfees.
(d) Purchaser shall pay the fees of any counsel representing Purchaser in connection with this transaction. Purchaser shall also pay the following costs and expenses:
(i) one-half of the escrow fee, if any, which may be charged by the Escrow Agent or the Title Company;
(ii) one-half the transfer fees, if any, associated with the assignment of the Ground Lease pursuant to Section 2.1;
(iii) the owner’s title insurance premium for an owner’s title insurance policy and any endorsements requested by Xxxxxxxxx;
(iv) the excise, recording, deed, imposed transfer tax, documentary stamp tax or similar tax which becomes payable by reason of the transfer of the Membership Interests under applicable state or local law, including, without limitation, any real estate excise tax; and
(iii) the cost of the Survey;
(iv) the UCC title insurance premium for the UCC Title Policies;
(v) the premium for the Title Policy for each of the Properties, the Customary Endorsements and all other endorsements; and
(vi) all other recording fees in order to effectuate the Closing.Property under
Appears in 1 contract
Samples: Purchase Agreement
Closing Statements/Closing Costs. (a) Seller and Purchaser shall deposit with the Escrow Agent executed Closing Statements closing statements consistent with this Agreement in the form required by the Escrow Agent.
(b) Seller and Purchaser shall execute such returns, questionnaires and other documents as shall be required with regard to all applicable real property transaction taxes imposed by applicable federal, state or local law or ordinance.
(c) Seller shall pay the fees of any counsel representing Seller in connection with this transaction. Seller shall also pay the following costs and expenses:
(i) one-half of the escrow fee, if any, which may be charged by the Escrow Agent or the Title Company;
(ii) one-half the transfer fees, if any, associated with the assignment of any the Ground Lease pursuant to Section 4.1;
(iii) the owner’s title insurance premium for a standard title insurance policy;
(iv) the excise, recording, deed, imposed transfer tax, documentary stamp tax or similar tax which becomes payable by reason of the transfer of the Membership Interests Property under applicable state or local law, including, without limitation, any real estate excise tax; and;
(iiiv) all of Seller’s its recording fees in order to release any liens in connection with the transactions contemplated herebyfees.
(d) Purchaser shall pay the fees of any counsel representing Purchaser in connection with this transaction. Purchaser shall also pay the following costs and expenses:
(i) one-half of the escrow fee, if any, which may be charged by the Escrow Agent or the Title Company;
(ii) one-half the costs associated with the issuance of any excise, recording, deed, imposed transfer tax, documentary stamp tax or similar tax which becomes payable by reason of an extended title insurance policy and the transfer of the Membership Interests under applicable state or local law, including, without limitation, any real estate excise tax; andPurchaser’s Endorsements;
(iii) the cost of the Survey;; and
(iv) the UCC title insurance premium for the UCC Title Policies;
(v) the premium for the Title Policy for each all of the Properties, the Customary Endorsements and all other endorsements; and
(vi) all other its recording fees in order to effectuate the Closingfees.
Appears in 1 contract
Samples: Purchase and Sale Agreement (NPS Pharmaceuticals Inc)
Closing Statements/Closing Costs. (a) Seller Assignor and Purchaser Assignee shall deposit with the Escrow Agent executed Closing Statements closing statements consistent with this Agreement Assignment in the form required by the Escrow Agent.
(b) Assignee and the Boulder Seller and Purchaser or the Longmont Seller, as applicable, shall execute such returnseach pay one-half (1/2) of the Closing Costs pursuant to the applicable Purchase Agreement; provided, questionnaires and other documents as however, (i) Assignor shall be required with regard to all applicable real property transaction taxes imposed by applicable federal, state or local law or ordinance.
(c) Seller shall pay the fees costs of any counsel representing unamortized tenant improvements and leasing commissions, as required by Section 12(c)(4) of Addendum No. 4 to the Existing Longmont Lease (“Addendum #4), and Assignee shall be entitled to any credit, to be applied towards the Longmont Purchase Price, under Section 12(c)(4) of Addendum #4 relating to savings realized by the Longmont Seller on brokers’ commissions relating to the purchase of the Longmont Property; provided further, in connection with this transaction. Seller shall also pay the following costs and expenses:
event Assignee is responsible for: (i) more than 50% of the Closing Costs for the Boulder Property and the Longmont Property under the applicable Purchase Agreement, Assignor shall reimburse Assignee for one-half of such excess amount paid by Assignee; or (ii) less than 50% of the Closing Costs for the Boulder Property and the Longmont Property under the applicable Purchase Agreement, Assignee shall pay Assignor one-half of the escrow fee, if any, which may be charged difference between the Closing Costs paid by the Escrow Agent or the Title Company;
(ii) one-half of any excise, recording, deed, imposed transfer tax, documentary stamp tax or similar tax which becomes payable by reason Assignee and 50% of the transfer overall Closing Costs. For purposes of this Section, “Closing Costs” shall mean the aggregate costs and expenses of the Membership Interests under applicable state or local lawLongmont Closing and the Boulder Closing attributable to an updated survey, includingan owner’s title policy, without limitationtitle endorsements, any real estate excise tax; and
transfer fees and taxes (iii) all of Seller’s excluding sales tax on personal property), recording fees, title company escrow fees in order to release any liens in connection with the transactions contemplated herebyand closing fees.
(d) Purchaser shall pay the fees of any counsel representing Purchaser in connection with this transaction. Purchaser shall also pay the following costs and expenses:
(i) one-half of the escrow fee, if any, which may be charged by the Escrow Agent or the Title Company;
(ii) one-half of any excise, recording, deed, imposed transfer tax, documentary stamp tax or similar tax which becomes payable by reason of the transfer of the Membership Interests under applicable state or local law, including, without limitation, any real estate excise tax; and
(iii) the cost of the Survey;
(iv) the UCC title insurance premium for the UCC Title Policies;
(v) the premium for the Title Policy for each of the Properties, the Customary Endorsements and all other endorsements; and
(vi) all other recording fees in order to effectuate the Closing.
Appears in 1 contract
Closing Statements/Closing Costs. (a) Seller and Purchaser shall deposit with the Escrow Agent executed Closing Statements closing statements consistent with this Agreement in the form required by the Escrow Agent.
(b) Seller and Purchaser shall execute such returns, questionnaires and other documents as shall be required with regard to all applicable real property transaction taxes imposed by applicable federal, state or local law or ordinance.
(c) Seller shall pay the fees of any counsel representing Seller in connection with this transaction. Seller shall also pay the following costs and expenses:
(i) one-half of the closing and escrow feefees, if any, which may be charged by the Escrow Agent or the Title Company;
(ii) one-half of the owner’s title insurance premium for the Title Policy, excluding any excise, recording, deed, imposed transfer tax, documentary stamp tax or similar tax which becomes payable by reason endorsements Purchaser wishes to purchase from Title Company;
(iii) one-half of the transfer cost of an updated Survey;
(iv) one-half of all of the Membership Interests under applicable state or local law, including, without limitation, any real estate excise taxrecording fees; and
(iiiv) all a brokerage commission due to CRESA Partners in an amount equal to Eighty-One Thousand Four Hundred Thirty-Two Dollars ($81,432)(“Broker’s Commission”), which represents 3% of Sellerthe applicable purchase price of the 2600 Building. The parties, including CRESA Partners, acknowledge and represent that CRESA Partners is acting as Purchaser’s recording fees broker in order this transaction and Seller owes only the Broker’s Commission as set forth above, and no other amount are due and owing to release CRESA Partners by Seller or its predecessors under the Leases or as a result of the transaction under this Agreement. Seller and Purchaser represent and warrant each to the other that they have not dealt with any liens real estate broker, sales person or finder, other than CRESA Partners, in connection with this transaction. Other than the payment provided to CRESA Partners as provided in this Section 7.4(c)(v), each shall indemnify and hold harmless the other party from and against any claim for broker’s or finder’s fees or commissions arising under such party in connection with the negotiation, execution or consummation of this Agreement or the transactions contemplated hereby.
(d) Purchaser shall pay the fees of any counsel representing Purchaser in connection with this transaction. Purchaser shall also pay the following costs and expenses:
(i) one-half of the closing and escrow feefees, if any, which may be charged by the Escrow Agent or the Title Company;; and
(ii) one-half of any excise, recording, deed, imposed transfer tax, documentary stamp tax or similar tax which becomes payable by reason of the transfer of the Membership Interests under applicable state or local law, including, without limitation, any real estate excise tax; and
(iii) the cost of the Survey;
(iv) the UCC owner’s title insurance premium for the UCC Title PoliciesPolicy and all fees charged for any endorsements the Purchaser wishes to purchase from the Title Company;
(viii) the premium for the Title Policy for each one-half of the Properties, cost of an updated Survey; and (iv) one-half of the Customary Endorsements and all other endorsements; and
(vi) all other recording fees in order to effectuate the Closingfees.
Appears in 1 contract
Closing Statements/Closing Costs. (a) Seller and Purchaser shall deposit with the Escrow Agent executed Closing Statements closing statements consistent with this Agreement in the form required by the Escrow Agent.
(b) Seller and Purchaser shall execute such returns, questionnaires and other documents as shall be required with regard to all applicable real property transaction taxes imposed by applicable federal, state or local law or ordinance.
(c) Seller shall pay the fees of any counsel representing Seller in connection with this transaction. Seller shall also pay the following costs and expenses:
(i) one-half of the escrow fee, if any, which may be charged by the Escrow Agent or the Title Company;
(ii) one-half of any the owner’s title insurance premium for a standard title insurance policy;
(iii) the excise, recording, deed, imposed transfer tax, documentary stamp tax or similar tax which becomes payable by reason of the transfer of the Membership Interests Property under applicable state or local law, including, without limitation, any real estate excise tax; and;
(iiiiv) all of Seller’s its recording fees in order to release any liens in connection with the transactions contemplated herebyfees.
(d) Purchaser shall pay the fees of any counsel representing Purchaser in connection with this transaction. Purchaser shall also pay the following costs and expenses:
(i) one-half of the escrow fee, if any, which may be charged by the Escrow Agent or the Title Company;
(ii) one-half the costs associated with the issuance of any excise, recording, deed, imposed transfer tax, documentary stamp tax or similar tax which becomes payable by reason of an extended title insurance policy and the transfer of the Membership Interests under applicable state or local law, including, without limitation, any real estate excise tax; andPurchaser’s Endorsements;
(iii) the cost of the Survey;; and
(iv) the UCC title insurance premium for the UCC Title Policies;
(v) the premium for the Title Policy for each all of the Properties, the Customary Endorsements and all other endorsements; and
(vi) all other its recording fees in order to effectuate the Closingfees.
Appears in 1 contract