Common use of Costs and Prorations Clause in Contracts

Costs and Prorations. The costs of the transaction and the expenses related to the ownership and operation of the Seller's Assets shall be allocated between Seller and Purchaser as follows: 4.01. Seller and Purchaser shall share on a 50-50 basis any State and County transfer or excise taxes due on the transfer of Seller's leasehold interest in and to the Real Property and the Hospital and the Clinic to Purchaser. 4.02. Purchaser shall pay any sales tax due on the transfer of either Seller's leasehold interest in and to the Leased Personal Property or title to the Owned Personal Property to Purchaser. 4.03. Purchaser shall pay the cost of any environmental Phase I assessment of the Seller's Assets which Purchaser elects to secure prior to Closing. 4.04. To the extent Seller is responsible therefor under the terms of the Leases, Real and Personal Property taxes related to the Hospital and the Clinic shall be prorated as of the Closing Date, with Seller responsible therefor for the period prior to the Closing Date and with Purchaser responsible therefor for the period from and after the Closing Date. Purchaser shall receive a credit against the cash due at Closing pursuant to Paragraph 2.01 for any taxes for which it is responsible under the terms of the Leases and which are accrued but unpaid as of the Closing Date. Purchaser shall reimburse Seller at Closing for any taxes relating to any period from and after the Closing Date which have been paid by Seller prior to the Closing Date. 4.05. Seller and Purchaser shall each pay their own attorneys fees incurred in connection with the preparation and negotiation of this Agreement and the consummation of the transaction provided for herein. 4.06. Purchaser and Seller shall share recording fees related to the recording of any of the conveyancing documents, such as the Lease Assignment Agreement or an amendment to the Memoranda of Lease if the same appear of record with respect to any or all of the Leases, and any escrow fees on a 50-50 basis. 4.07. Seller shall pay the cost of obtaining and recording any releases necessary to deliver title to the Seller's Assets in accordance with the terms of this Agreement. 4.08. Seller shall pay any reasonable attorneys fees, processing fees and other fees and expenses contemplated by the terms of the Leases as a condition to securing consent to an assignment thereof which are necessary to secure the consent of the lessors under the Leases and Seller's partners, San Diego Rehabilitation Associates shall pay any costs, fees and expenses necessary to secure the consent of Mercy Services Corporation-San Diego ("Mercy"), which is the other partner in Seller, to the transaction provided for herein or to acquire or cause to be acquired the partnership interest of Mercy prior to Closing in order to facilitate the transaction provided for herein. 4.09. Purchaser shall pay any filing fees due with respect to the transaction evidenced by this Agreement and those other Purchase and Sale Agreements set forth in Exhibit 4.09 (the "Other Agreements") under the Antitrust Improvements Act of 1976, as amended (the "HSR Act"). 4.10. Seller shall pay the cost of any repairs or renovations or other work to the physical plant of the Hospital or the Clinic required to be undertaken by the State of California in connection with any change of ownership surveys which it may elect to conduct as a condition to its review and, if applicable, approval of the transaction which is the subject of this Agreement; provided, however, that in the event the cost thereof, along with the cost of any repairs or renovations or other work to the physical plant of the hospitals which are the subject of the Other Agreements, exceeds $250,000 (the "Licensure Cost Cap") Seller shall have the right to terminate this Agreement in lieu of incurring such costs in excess of the Licensure Cost Cap; and provided, further, that Purchaser shall have the right to pay such costs in excess of the Licensure Cost Cap in lieu of permitting Seller to terminate this Agreement. 4.11. Purchaser shall pay any filing or licensure fees due in connection with the submission of any licensure or Medicare or Medi-Cal certification applications which it is required to file in order to secure the approval of the State of California of the transaction which is the subject of this Agreement under applicable licensure and/or certification laws governing the operation of the Hospital and the Clinic, as well as the fees and expenses of Xxxxx Xxxxxx Xxxxxxxx or any other legal counsel retained or utilized by Purchaser to assist it with such matters. 4.12. Purchaser shall reimburse Seller at Closing for any prepaid expenses and deposits which relate to the period on and after the Closing Date. 4.13. Seller shall pay any reasonable attorneys fees, processing fees and other fees and expenses contemplated by the terms of that Amended and Restated Credit Agreement dated September 26, 1995 between Seller and NationsBank of Texas, N.A. (the "Seller's Credit Agreement"), as a condition to securing consent to the sale of the Seller's Assets and Purchaser shall pay any reasonable attorneys' fees, processing fees and other fees and expenses contemplated by the terms of the Credit Agreement dated December 28, 1995 between Regency Health Services, Inc. and NationsBank of Texas, N.A.

Costs and Prorations. The costs of the transaction and the expenses related to the ownership and operation of the Seller's Assets shall be allocated between Seller and Purchaser as follows: 4.01. Seller and Purchaser shall share on a 50-50 basis any State and County transfer or excise taxes due on the transfer of the Seller's leasehold interest in and to the Real Property and the Hospital and the Clinic Assets to Purchaser. 4.02. Purchaser shall pay any sales tax due on the transfer of either the Seller's leasehold interest in and to the Leased Personal Property or title to the Owned Personal Property Assets to Purchaser. 4.03. Purchaser shall pay the cost of any environmental Phase I assessment of the Seller's Assets Hospital which Purchaser elects to secure prior to Closing. 4.04. To the extent Seller is responsible therefor under the terms of the Leases, Real and Personal Property taxes related to the Hospital and the Clinic shall be prorated as of the Closing Date, with Seller responsible therefor for the period prior to the Closing Date and with Purchaser responsible therefor for the period from and after the Closing Date. Purchaser shall receive a credit against the cash due at Closing pursuant to Paragraph 2.01 for any taxes for which it is responsible under the terms of the Leases and which are accrued but unpaid as of the Closing Date. Purchaser shall reimburse Seller at Closing for any taxes relating to any period from and after the Closing Date which have been paid by Seller prior to the Closing Date. 4.05. Seller and Purchaser shall each pay their own attorneys fees incurred in connection with the preparation and negotiation of this Agreement and the consummation of the transaction provided for herein. 4.06. Purchaser and Seller shall share recording fees related to the recording of any of the conveyancing documents, such as the Lease Assignment Agreement or an amendment to the Memoranda of Lease if the same appear of record with respect to any or all of the Leases, and any escrow fees on a 50-50 basis. 4.074.05. Seller shall pay the cost of obtaining and recording any releases necessary to deliver title to the Seller's Assets and to the Corporation's Assets (as defined below) in accordance with the terms of this Agreement. 4.084.06. Seller shall pay any reasonable attorneys fees, processing fees and other fees and expenses contemplated by the terms of the Leases Hospital Lease and the Partnership Agreement as a condition to the sale of the Seller's Assets to Purchaser in accordance with the terms hereof and Purchaser shall pay any reasonable attorneys' fees, processing fees and other fees and expenses contemplated by the terms of the Hospital Lease and the Partnership Agreement as a condition to securing consent to an assignment thereof which are necessary to secure the consent of the lessors under the Leases and Seller's partners, San Diego Rehabilitation Associates shall pay any costs, fees and expenses necessary to secure the consent of Mercy Services Corporation-San Diego ("Mercy"), which is the other partner in Seller, to the transaction provided for herein or to acquire or cause to be acquired the partnership interest of Mercy prior to Closing in order to facilitate the transaction provided for hereinOperations Restructuring. 4.094.07. Purchaser shall pay any filing fees due with respect to the transaction evidenced by this Agreement and those other Purchase and Sale Agreements set forth in Exhibit 4.09 4.07 (the "Other Agreements") under the Antitrust Improvements Act of 1976, as amended (the "HSR Act"). 4.104.08. Seller shall pay 50% of the cost of any repairs or renovations or other work to the physical plant of the Hospital or the Clinic required to be undertaken by the State of California in connection with any change of ownership surveys survey which it may elect to conduct as a condition to its review and, if applicable, approval of the transaction which is the subject of this Agreement; provided, however, that in the event the cost thereof, along with the cost of any repairs or renovations or other work to the physical plant of the hospitals facilities which are the subject of the Other Agreements, exceeds $250,000 (the "Licensure Cost Cap") Seller shall have the right to terminate this Agreement in lieu of incurring such costs in excess of the Licensure Cost Cap; and provided, further, that Purchaser shall have the right to pay such costs in excess of the Licensure Cost Cap in lieu of permitting Seller to terminate this Agreement. 4.114.09. Purchaser shall pay any filing or licensure fees due in connection with the submission of any licensure or Medicare or Medi-Cal certification applications which it is required to file in order to secure the approval of the State of California of the transaction which is the subject of this Agreement under applicable licensure and/or certification laws governing the operation of the Hospital and the ClinicFacilities, as well as the fees and expenses of Xxxxx Xxxxxx Xxxxxxxx or any other legal counsel retained or utilized by Purchaser to assist it with such matters. 4.12. Purchaser shall reimburse Seller at Closing for any prepaid expenses and deposits which relate to the period on and after the Closing Date. 4.134.10. Seller shall pay any reasonable attorneys fees, processing fees and other fees and expenses contemplated by the terms of that Amended and Restated Credit Agreement dated September 26, 1995 between Seller and NationsBank of Texas, N.A. (the "Seller's Credit Agreement"), as a condition to securing consent to the sale of the Seller's Assets Stock and Purchaser shall pay any reasonable attorneys' fees, processing fees and other fees and expenses contemplated by the terms of the Credit Agreement dated December 2829, 1995 between Regency Health Services, Inc. and NationsBank of Texas, N.A. 4.11. The management fee due to the Corporation under the Amended Management Agreement shall be prorated as of the Closing Date, with the Seller entitled to any fees which relate to services rendered by it prior to the Closing Date and with Purchaser entitled to any fees which relate to services to be rendered by it from and after the Closing Date.

Costs and Prorations. The costs of the transaction and the expenses related to the ownership and operation of the Seller's Assets shall be allocated between Seller and Purchaser as follows: 4.01. Seller and Purchaser shall share on a 50-50 basis any State and County transfer or excise taxes due on the transfer of the Seller's leasehold interest in and to the Real Property and the Hospital and the Clinic Assets to Purchaser. 4.02. Purchaser shall pay any sales tax due on the transfer of either the Seller's leasehold interest in and to the Leased Personal Property or title to the Owned Personal Property Assets to Purchaser. 4.03. Seller shall pay the base premium for a standard ALTA leasehold title insurance policy, in an amount equal to $5,300,000 insuring title to the Hospital as of Closing and Purchaser shall pay the cost of any premiums for extended coverage which Purchaser may elect to secure, including the cost of the ALTA survey required to obtain the same, any lender's coverage which it elects or is required to secure in connection with its acquisition of the Seller's Assets or financing thereof and any title endorsements which it elects to obtain or is required to obtain to satisfy the requirements of its lender. 4.04. Purchaser shall pay the cost of any environmental Phase I assessment of the Seller's Assets Hospital which Purchaser elects to secure prior to Closing. 4.04. To the extent Seller is responsible therefor under the terms of the Leases, Real and Personal Property taxes related to the Hospital and the Clinic shall be prorated as of the Closing Date, with Seller responsible therefor for the period prior to the Closing Date and with Purchaser responsible therefor for the period from and after the Closing Date. Purchaser shall receive a credit against the cash due at Closing pursuant to Paragraph 2.01 for any taxes for which it is responsible under the terms of the Leases and which are accrued but unpaid as of the Closing Date. Purchaser shall reimburse Seller at Closing for any taxes relating to any period from and after the Closing Date which have been paid by Seller prior to the Closing Date. 4.05. Seller and Purchaser shall each pay their own attorneys fees incurred in connection with the preparation and negotiation of this Agreement and the consummation of the transaction provided for herein. 4.06. Purchaser and Seller shall share recording fees related to the recording of any of the conveyancing documents, such as the Lease Assignment Agreement or an amendment to the Memoranda of Lease if the same appear of record with respect to any or all of the Leases, and any escrow fees on a 50-50 basis. 4.07. Seller shall pay the cost of obtaining and recording any releases necessary to deliver title to the Seller's Assets and to the Corporation's Assets (as defined below) in accordance with the terms of this Agreement. 4.084.07. Seller shall pay any reasonable attorneys fees, processing fees and other fees and expenses contemplated by the terms of the Leases Hospital Lease and the Partnership Agreement as a condition to the sale of the Seller's Assets to Purchaser in accordance with the terms hereof and Purchaser shall pay any reasonable attorneys' fees, processing fees and other fees and expenses contemplated by the terms of the Hospital Lease and the Partnership Agreement as a condition to securing consent to an assignment thereof which are necessary to secure the consent of the lessors under the Leases and Seller's partners, San Diego Rehabilitation Associates shall pay any costs, fees and expenses necessary to secure the consent of Mercy Services Corporation-San Diego ("Mercy"), which is the other partner in Seller, to the transaction provided for herein or to acquire or cause to be acquired the partnership interest of Mercy prior to Closing in order to facilitate the transaction provided for hereinOperations Restructuring. 4.094.08. Purchaser shall pay any filing fees due with respect to the transaction evidenced by this Agreement and those other Purchase and Sale Agreements set forth in Exhibit 4.09 4.08 (the "Other Agreements") under the Antitrust Improvements Act of 1976, as amended (the "HSR Act"). 4.104.09. Seller shall pay 70% of the cost of any repairs or renovations or other work to the physical plant of the Hospital or the Clinic required to be undertaken by the State of California in connection with any change of ownership surveys survey which it may elect to conduct as a condition to its review and, if applicable, approval of the transaction which is the subject of this Agreement; provided, however, that in the event the cost thereof, along with the cost of any repairs or renovations or other work to the physical plant of the hospitals facilities which are the subject of the Other Agreements, exceeds $250,000 (the "Licensure Cost Cap") Seller shall have the right to terminate this Agreement in lieu of incurring such costs in excess of the Licensure Cost Cap; and provided, further, that Purchaser shall have the right to pay such costs in excess of the Licensure Cost Cap in lieu of permitting Seller to terminate this Agreement. 4.114.10. Purchaser shall pay any filing or licensure fees due in connection with the submission of any licensure or Medicare or Medi-Cal certification applications which it is required to file in order to secure the approval of the State of California of the transaction which is the subject of this Agreement under applicable licensure and/or certification laws governing the operation of the Hospital and the ClinicFacilities, as well as the fees and expenses of Xxxxx Xxxxxx Xxxxxxxx or any other legal counsel retained or utilized by Purchaser to assist it with such matters. 4.12. Purchaser shall reimburse Seller at Closing for any prepaid expenses and deposits which relate to the period on and after the Closing Date. 4.134.11. Seller shall pay any reasonable attorneys fees, processing fees and other fees and expenses contemplated by the terms of that Amended and Restated Credit Agreement dated September 26, 1995 between Seller and NationsBank of Texas, N.A. (the "Seller's Credit Agreement"), as a condition to securing consent to the sale of the Seller's Assets Stock and Purchaser shall pay any reasonable attorneys' fees, processing fees and other fees and expenses contemplated by the terms of the Credit Agreement dated December 2829, 1995 between Regency Health Services, Inc. and NationsBank of Texas, N.A. 4.12. The management fee due to the Corporation under the Amended Management Agreement shall be prorated as of the Closing Date, with the Seller entitled to any fees which relate to services rendered by it prior to the Closing Date and with Purchaser entitled to any fees which relate to services to be rendered by it from and after the Closing Date.

Costs and Prorations. The costs of the transaction and the expenses related to the ownership and operation of the Seller's Assets shall be allocated between Seller and Purchaser as follows: 4.01. Seller and Purchaser shall share on a 50-50 basis any State and County transfer or excise taxes due on the transfer of the Real Property, the Facilities and Seller's leasehold interest in and to the Leased Real Property and the Hospital and the Clinic Dove Street Office Lease to Purchaser. 4.02. Purchaser shall pay any sales tax due on the transfer of either Seller's leasehold interest in and to the Leased Personal Property or title to the Owned Personal Property to Purchaser. 4.03. Seller shall pay the base premium for standard ALTA owner's title insurance policies, in the aggregate amount of $2,000,000, insuring Purchaser's title to the Facilities as of Closing and Purchaser shall pay the cost of any premiums for extended coverage which Purchaser may elect to secure, including the cost of the ALTA survey required to obtain the same, any lender's coverage which it elects or is required to secure in connection with its acquisition of the Seller's Assets or financing thereof and any title endorsements which it elects to obtain or is required to obtain to satisfy the requirements of its lender. 4.04. Purchaser shall pay the cost of any environmental Phase I assessment of the Seller's Assets Facilities which Purchaser elects to secure prior to Closing. 4.04. To the extent Seller is responsible therefor under the terms of the Leases, Real and Personal Property taxes related to the Hospital and the Clinic shall be prorated as of the Closing Date, with Seller responsible therefor for the period prior to the Closing Date and with Purchaser responsible therefor for the period from and after the Closing Date. Purchaser shall receive a credit against the cash due at Closing pursuant to Paragraph 2.01 for any taxes for which it is responsible under the terms of the Leases and which are accrued but unpaid as of the Closing Date. Purchaser shall reimburse Seller at Closing for any taxes relating to any period from and after the Closing Date which have been paid by Seller prior to the Closing Date. 4.05. Seller and Purchaser shall each pay their own attorneys fees incurred in connection with the preparation and negotiation of this Agreement and the consummation of the transaction provided for herein. 4.06. Purchaser and Seller shall share recording fees related to the recording of any of the conveyancing documents, such as the Lease Assignment Agreement or an amendment to the Memoranda of Lease if the same appear of record with respect to any or all of the Leases, and any escrow fees on a 50-50 basis. 4.07. Seller shall pay the cost of obtaining and recording any releases necessary to deliver title to the Seller's Assets in accordance with the terms of this Agreement. 4.084.07. Seller shall pay any reasonable attorneys fees, processing fees and other fees and expenses contemplated by the terms of the Leases Dove Street Lease as a condition to securing consent to an assignment thereof which are necessary to secure the consent of the lessors under the Leases and Seller's partners, San Diego Rehabilitation Associates shall pay any costs, fees and expenses necessary to secure the consent of Mercy Services Corporation-San Diego ("Mercy"), which is the other partner in Seller, to the transaction provided for herein or to acquire or cause to be acquired the partnership interest of Mercy prior to Closing in order to facilitate the transaction provided for hereinlessor thereunder. 4.094.08. Purchaser shall pay any filing fees due with respect to the transaction evidenced by this Agreement and those other Purchase and Sale Agreements set forth in Exhibit 4.09 4.08 (the "Other Agreements") under the Antitrust Improvements Act of 1976, as amended (the "HSR Act"). 4.104.09. Seller shall pay the cost of any repairs or renovations or other work to the physical plant of the Hospital or the Clinic Facilities required to be undertaken by the State of California in connection with any change of ownership surveys survey which it may elect to conduct as a condition to its review and, if applicable, approval of the transaction which is the subject of this Agreement; provided, however, that in the event the cost thereof, along with the cost of any repairs or renovations or other work to the physical plant of the hospitals facilities which are the subject of the Other Agreements, exceeds $250,000 (the "Licensure Cost Cap") Seller shall have the right to terminate this Agreement in lieu of incurring such costs in excess of the Licensure Cost Cap; and provided, further, that Purchaser shall have the right to pay such costs in excess of the Licensure Cost Cap in lieu of permitting Seller to terminate this Agreement. 4.114.10. Purchaser shall pay any filing or licensure fees due in connection with the submission of any licensure or Medicare or Medi-Cal certification applications which it is required to file in order to secure the approval of the State of California of the transaction which is the subject of this Agreement under applicable licensure and/or certification laws governing the operation of the Hospital and the ClinicFacilities, as well as the fees and expenses of Xxxxx Xxxxxx Xxxxxxxx or any other legal counsel retained or utilized by Purchaser to assist it with such matters. 4.12. Purchaser shall reimburse Seller at Closing for any prepaid expenses and deposits which relate to the period on and after the Closing Date. 4.134.11. Seller shall pay any reasonable attorneys fees, processing fees and other fees and expenses contemplated by the terms of that Amended and Restated Credit Agreement dated September 26, 1995 between Seller and NationsBank of Texas, N.A. (the "Seller's Credit Agreement"), as a condition to securing consent to the sale of the Seller's Assets and Purchaser shall pay any reasonable attorneys' fees, processing fees and other fees and expenses contemplated by the terms of the Credit Agreement dated December 28, 1995 between Regency Health Services, Inc. and NationsBank of Texas, N.A.

Costs and Prorations. The costs of the transaction and the expenses related to the ownership and operation of the Seller's Assets shall be allocated between Seller and Purchaser as follows: 4.01. Seller and Purchaser shall share on a 50-50 basis any State and County transfer or excise taxes due on the transfer of Seller's leasehold interest in and to the Real Property and the Hospital and the Clinic Clinics to Purchaser. 4.02. Purchaser shall pay any sales tax due on the transfer of either Seller's leasehold interest in and to the Leased Personal Property or title to the Owned Personal Property to Purchaser. 4.03. Seller shall pay the base premium for a standard ALTA leasehold title insurance policy for the Hospital in the amount of the Purchase Price, insuring Purchaser's title to the Hospital; Purchaser shall pay the cost of any premiums for extended coverage which Purchaser may elect to secure, including the cost of the ALTA survey required to obtain the same, any lender's coverage which it elects or is required to secure in connection with its acquisition of the Seller's Assets or financing thereof and any title endorsements which it elects to obtain or is required to obtain to satisfy the requirements of its lender. 4.04. Purchaser shall pay the cost of any environmental Phase I assessment of the Seller's Assets which Purchaser elects to secure prior to Closing. 4.044.05. To the extent Seller is responsible therefor under the terms of the Leases, Real and Personal Property taxes related to the Hospital Hospital, the MOB and the Clinic Clinics shall be prorated as of the Closing Date, with Seller responsible therefor for the period prior to the Closing Date and with Purchaser responsible therefor for the period from and after the Closing Date. Purchaser shall receive a credit against the cash due at Closing pursuant to Paragraph 2.01 for any taxes for which it is responsible under the terms of the Leases and which are accrued but unpaid as of the Closing Date. Purchaser shall reimburse Seller at Closing for any taxes relating to any period from and after the Closing Date which have been paid by Seller prior to the Closing Date. 4.054.06. Seller and Purchaser shall each pay their own attorneys fees incurred in connection with the preparation and negotiation of this Agreement and the consummation of the transaction provided for herein. 4.064.07. Purchaser and Seller shall share recording fees related to the recording of any of the conveyancing documents, such as the Lease Assignment Agreement or an amendment to the Memoranda of Lease if the same appear of record with respect to any or all of the Leases, and any escrow fees on a 50-50 basis. 4.074.08. Seller shall pay the cost of obtaining and recording any releases necessary to deliver title to the Seller's Assets in accordance with the terms of this Agreement. 4.084.09. Seller shall pay any reasonable attorneys fees, processing fees and other fees and expenses contemplated by the terms of the Leases as a condition to securing consent to an assignment thereof which are necessary to secure the consent of the lessors under the Leases and Seller's partners, San Diego Rehabilitation Associates shall pay any costs, fees and expenses necessary to secure the consent of Mercy Services Corporation-San Diego ("Mercy"), which is the other partner in Seller, to the transaction provided for herein or to acquire or cause to be acquired the partnership interest of Mercy prior to Closing in order to facilitate the transaction provided for hereinLeases. 4.094.10. Purchaser shall pay any filing fees due with respect to the transaction evidenced by this Agreement and those other Purchase and Sale Agreements set forth in Exhibit 4.09 4.10 (the "Other Agreements") under the Antitrust Improvements Act of 1976, as amended (the "HSR Act"). 4.104.11. Seller shall pay the cost of any repairs or renovations or other work to the physical plant of the Hospital or the Clinic Clinics required to be undertaken by the State of California in connection with any change of ownership surveys which it may elect to conduct as a condition to its review and, if applicable, approval of the transaction which is the subject of this Agreement; provided, however, that in the event the cost thereof, along with the cost of any repairs or renovations or other work to the physical plant of the hospitals facilities which are the subject of the Other Agreements, exceeds $250,000 (the "Licensure Cost Cap") Seller shall have the right to terminate this Agreement in lieu of incurring such costs in excess of the Licensure Cost Cap; and provided, further, that Purchaser shall have the right to pay such costs in excess of the Licensure Cost Cap in lieu of permitting Seller to terminate this Agreement. 4.114.12. Purchaser shall pay any filing or licensure fees due in connection with the submission of any licensure or Medicare or Medi-Cal certification applications which it is required to file in order to secure the approval of the State of California of the transaction which is the subject of this Agreement under applicable licensure and/or certification laws governing the operation of the Hospital and the ClinicClinics, as well as the fees and expenses of Xxxxx Xxxxxx Xxxxxxxx or any other legal counsel retained or utilized by Purchaser to assist it with such matters. 4.124.13. Purchaser shall reimburse Seller at Closing for any prepaid expenses and deposits which relate to the period on and after the Closing Date. 4.134.14. Seller shall pay any reasonable attorneys fees, processing fees and other fees and expenses contemplated by the terms of that Amended and Restated Credit Agreement dated September 26, 1995 between Seller and NationsBank of Texas, N.A. (the "Seller's Credit Agreement"), as a condition to securing consent to the sale of the Seller's Assets and Purchaser shall pay any reasonable attorneys' fees, processing fees and other fees and expenses contemplated by the terms of the Credit Agreement dated December 28, 1995 between Regency Health Services, Inc. and NationsBank of Texas, N.A. 4.15. Seller and Purchaser acknowledge and agree that the purchase price reflects a credit against the Purchase Price and that, in consideration therefor, Purchaser has agreed to assume responsibility for the completion of those repairs described in Exhibit 4.15 which Seller agreed with Marin Health Care Associates Limited Partnership, as a condition to securing the consent thereof to the transaction provided for herein. Accordingly from and after the Closing Date Seller shall have no further obligations or responsibility with respect to the completion thereof.

Costs and Prorations. The costs (a) Purchaser will be responsible for all real estate taxes (including those stemming from any special tax district) assessed against the Property after the Closing Date. Any items not susceptible of the transaction and the expenses related to the ownership and operation of the Seller's Assets shall exact proration at Closing will be allocated between Seller and Purchaser as follows: 4.01. Seller and Purchaser shall share on a 50-50 basis any State and County transfer or excise taxes due on the transfer of Seller's leasehold interest in and to the Real Property and the Hospital and the Clinic to Purchaser. 4.02. Purchaser shall pay any sales tax due on the transfer of either Seller's leasehold interest in and to the Leased Personal Property or title to the Owned Personal Property to Purchaser. 4.03. Purchaser shall pay the cost of any environmental Phase I assessment of the Seller's Assets which Purchaser elects to secure prior to Closing. 4.04. To the extent Seller is responsible therefor under the terms of the Leases, Real and Personal Property taxes related to the Hospital and the Clinic shall be prorated reconciled as of the Closing Date, with Seller responsible therefor Date by Purchaser and the FCRHA within ninety (90) days after Closing occurs. Any special assessments applicable to the Property for the period prior to the Closing Date and with Purchaser responsible therefor for shall be the period from and after responsibility of the Closing Date. Purchaser shall receive a credit against the cash due FCRHA prior to or at Closing pursuant even if the improvements applicable to Paragraph 2.01 for any taxes for which it is responsible under the terms of the Leases and which are accrued but unpaid such special assessments have not been completed as of the Closing Date. Purchaser shall reimburse Seller at Any special assessments applicable to improvements completed prior to the Closing for any taxes relating to any period from and Date that are assessed after the Closing Date which have been paid by Seller but apply to the period prior to the Closing DateDate shall be the responsibility of the FCRHA. 4.05(b) The FCRHA shall pay for the cost of preparation of the Deed and for the release of any deeds of trust or other monetary liens encumbering the Property. Seller In addition, the FCRHA shall be obligated to pay for the Virginia Grantor’s tax and the Regional Congestion Relief Fee on the Deed, as well as for all legal fees for attorneys representing the FCRHA who have been retained by the FCRHA. (c) Purchaser shall each be obligated to pay their own attorneys for the transfer taxes and costs of recordation of the Deed, except for the Virginia Grantor’s Tax and the Regional Congestion Relief Fee, and for any other recordation taxes, recording fees incurred and costs for any other documents, including the REA, to be recorded in connection with the preparation and negotiation of transactions contemplated under this Agreement for the For-Sale Townhomes. Purchaser shall also be obligated to pay all title insurance premiums, and settlement fees charged by the consummation title company as well as for all legal fees for attorneys representing Purchaser and for the costs of recording any deeds of trust being placed on the transaction provided for hereinProperty at Closing. 4.06. Purchaser and Seller shall share recording fees related to the recording of any of the conveyancing documents(d) If charged, such as the Lease Assignment Agreement or an amendment to the Memoranda of Lease if the same appear of record with respect to any or all of the Leases, and any escrow fees on a 50-50 basis. 4.07. Seller shall pay the cost of obtaining and recording any releases necessary to deliver title to the Seller's Assets in accordance with the terms of this Agreement. 4.08. Seller shall pay any reasonable attorneys fees, processing fees and other fees and expenses contemplated by the terms of the Leases as a condition to securing consent to an assignment thereof which are necessary to secure title company and/or Closing Agent, shall be divided equally between the consent of the lessors under the Leases FCRHA and Seller's partners, San Diego Rehabilitation Associates shall pay any costs, fees and expenses necessary to secure the consent of Mercy Services Corporation-San Diego ("Mercy"), which is the other partner in Seller, to the transaction provided for herein or to acquire or cause to be acquired the partnership interest of Mercy prior to Closing in order to facilitate the transaction provided for hereinPurchaser. 4.09. Purchaser shall pay any filing fees due with respect to the transaction evidenced by this Agreement and those other Purchase and Sale Agreements set forth in Exhibit 4.09 (the "Other Agreements") under the Antitrust Improvements Act of 1976, as amended (the "HSR Act"). 4.10. Seller shall pay the cost of any repairs or renovations or other work to the physical plant of the Hospital or the Clinic required to be undertaken by the State of California in connection with any change of ownership surveys which it may elect to conduct as a condition to its review and, if applicable, approval of the transaction which is the subject of this Agreement; provided, however, that in the event the cost thereof, along with the cost of any repairs or renovations or other work to the physical plant of the hospitals which are the subject of the Other Agreements, exceeds $250,000 (the "Licensure Cost Cap") Seller shall have the right to terminate this Agreement in lieu of incurring such costs in excess of the Licensure Cost Cap; and provided, further, that Purchaser shall have the right to pay such costs in excess of the Licensure Cost Cap in lieu of permitting Seller to terminate this Agreement. 4.11. Purchaser shall pay any filing or licensure fees due in connection with the submission of any licensure or Medicare or Medi-Cal certification applications which it is required to file in order to secure the approval of the State of California of the transaction which is the subject of this Agreement under applicable licensure and/or certification laws governing the operation of the Hospital and the Clinic, as well as the fees and expenses of Xxxxx Xxxxxx Xxxxxxxx or any other legal counsel retained or utilized by Purchaser to assist it with such matters. 4.12. Purchaser shall reimburse Seller at Closing for any prepaid expenses and deposits which relate to the period on and after the Closing Date. 4.13. Seller shall pay any reasonable attorneys fees, processing fees and other fees and expenses contemplated by the terms of that Amended and Restated Credit Agreement dated September 26, 1995 between Seller and NationsBank of Texas, N.A. (the "Seller's Credit Agreement"), as a condition to securing consent to the sale of the Seller's Assets and Purchaser shall pay any reasonable attorneys' fees, processing fees and other fees and expenses contemplated by the terms of the Credit Agreement dated December 28, 1995 between Regency Health Services, Inc. and NationsBank of Texas, N.A.

Costs and Prorations. The costs of the transaction and the expenses related to the ownership and operation of the Seller's Assets shall be allocated between Seller and Purchaser as follows: 4.01. Seller and Purchaser shall share on a 50-50 basis any State and County transfer or excise taxes due on the transfer of title to the Hospital Condominium Unit or Seller's leasehold interest in and to the Real Property and the Hospital and Lease, the Clinic Ground Sublease or the Parking Agreement to Purchaser. 4.02. Seller shall pay the base premium for a standard ALTA owner's policy of title insurance for the Hospital Condominium Unit in the amount of the Purchase Price, insuring Purchaser's title to the Hospital Condominium Unit; Purchaser shall pay the cost of any sales tax due on premiums for extended coverage which Purchaser may elect to secure, including the transfer cost of either the ALTA survey ("Survey") required to obtain the same, any lender's coverage which it elects or is required to secure in connection with its acquisition of the Seller's leasehold interest in Assets or financing thereof and any title endorsements which it elects to obtain or is required to obtain to satisfy the Leased Personal Property or title to the Owned Personal Property to Purchaserrequirements of its lender. 4.03. Purchaser shall pay the cost of any environmental Phase I assessment of the Seller's Assets which Purchaser elects to secure prior to Closing. 4.04. To the extent Any rent due to Seller is responsible therefor under the terms of the Leases, Real and Personal Property taxes related to the Hospital and the Clinic Lease shall be prorated as of the Closing Date, it being understood and agreed that there will be no proration with Seller responsible therefor for the period prior respect to the Closing Date payment of any real and with Purchaser responsible therefor personal property taxes, ground rent, rent, and assessments under the Condominium Documents or other expenses related to the ownership of the Hospital Condominium Unit or the ownership or operation of the Hospital as Seller has no responsibility for the period from such costs and after the Closing Date. Purchaser shall receive a credit against the cash due at Closing pursuant to Paragraph 2.01 for any taxes for which it is responsible expenses under the terms of the Leases and which are accrued Hospital Lease but unpaid as of SDRLP is solely responsible therefor under the Closing Date. Purchaser shall reimburse Seller at Closing for any taxes relating to any period from and after the Closing Date which have been paid by Seller prior to the Closing Dateterms thereof. 4.05. Seller and Purchaser shall each pay their own attorneys fees incurred in connection with the preparation and negotiation of this Agreement and the consummation of the transaction provided for herein. 4.06. Purchaser and Seller shall share recording fees related to the recording of any of the conveyancing documents, such as the Lease Assignment Agreement or an amendment to the Memoranda of Lease if the same appear of record with respect to any or all of the Leases, documents and any escrow fees on a 50-50 basis. 4.07. Seller shall pay the cost of obtaining and recording any releases and consents necessary to deliver title to the Seller's Assets in accordance with the terms of this Agreement. 4.08. Without limitation of the foregoing, Seller shall pay any reasonable attorneys fees, processing fees and other fees and expenses contemplated by the terms of the Leases Ground Sublease, the Condominium Documents or the Parking Agreement as a condition to securing consent any consents to an a transfer or assignment thereof which are necessary to secure the consent of the lessors under the Leases and Seller's partners, San Diego Rehabilitation Associates shall pay any costs, fees and expenses necessary to secure the consent of Mercy Services Corporation-San Diego ("Mercy"), which is the other partner in Seller, to the transaction provided for herein or to acquire or cause to be acquired the partnership interest of Mercy prior to Closing in order to facilitate the transaction provided for hereinthereof. 4.094.08. Purchaser shall pay any filing fees due with respect to the transaction evidenced by this Agreement and those other Purchase and Sale Agreements set forth listed in Exhibit 4.09 4.08 (the "Other Agreements") under the Antitrust Improvements Act of 1976, as amended (the "HSR Act"). 4.10. Seller shall pay the cost of any repairs or renovations or other work to the physical plant of the Hospital or the Clinic required to be undertaken by the State of California in connection with any change of ownership surveys which it may elect to conduct as a condition to its review and, if applicable, approval of the transaction which is the subject of this Agreement; provided, however, that in the event the cost thereof, along with the cost of any repairs or renovations or other work to the physical plant of the hospitals which are the subject of the Other Agreements, exceeds $250,000 (the "Licensure Cost Cap") Seller shall have the right to terminate this Agreement in lieu of incurring such costs in excess of the Licensure Cost Cap; and provided, further, that Purchaser shall have the right to pay such costs in excess of the Licensure Cost Cap in lieu of permitting Seller to terminate this Agreement. 4.11. Purchaser shall pay any filing or licensure fees due in connection with the submission of any licensure or Medicare or Medi-Cal certification applications which it is required to file in order to secure the approval of the State of California of the transaction which is the subject of this Agreement under applicable licensure and/or certification laws governing the operation of the Hospital and the Clinic, as well as the fees and expenses of Xxxxx Xxxxxx Xxxxxxxx or any other legal counsel retained or utilized by Purchaser to assist it with such matters. 4.124.09. Purchaser shall reimburse Seller at Closing for any prepaid expenses and deposits which relate to the period on and after the Closing Date. 4.134.10. Seller shall pay any reasonable attorneys fees, processing fees and other fees and expenses contemplated by the terms of that Amended and Restated Credit Agreement dated September 26, 1995 between Seller and NationsBank of Texas, N.A. (the "Seller's Credit Agreement"), as a condition to securing consent to the sale of the Seller's Assets and Purchaser shall pay any reasonable attorneys' fees, processing fees and other fees and expenses contemplated by the terms of the Credit Agreement dated December 28, 1995 between Regency Health Services, Inc. and NationsBank of Texas, N.A.