Common use of Costs of Title Company and Closing Costs Clause in Contracts

Costs of Title Company and Closing Costs. Costs of the Title Company and other closing costs incurred in connection with the Closing will be allocated as follows: (a) Contributor shall pay (i) Contributor’s attorney’s fees; (ii) any brokerage fees due the Broker in accordance with the terms of this Agreement; (iii) the cost to record any releases, discharges, corrective or curative instruments as provided in this Agreement; (iv) all state and local transfer taxes associated with the transfer of the Real Property in excess of the amount required to be paid by BKP pursuant to Section 10.8(b) below; and (v) any sales or use taxes related to the transfer of the Personal Property. Without limiting the generality of the foregoing, Contributor and Guarantor shall jointly and severally indemnify, defend and hold harmless BKP from and against any claims, penalties, losses or expenses for state and local real property transfer taxes which may be due as a result of the transactions contemplated by this Agreement, which obligation shall survive the Closing. (b) BKP shall pay (i) all title insurance changes and premiums, including, without limitation, the costs to prepare the Title Commitment and the premiums for the Title Policy (including all costs of any additional coverage under the Title Policy or endorsements to the Title Policy that are desired by BKP); (ii) all premiums and other costs for any mortgagee policy of title insurance for its financing, if any (including but not limited to any endorsements or deletions); (iii) BKP’s attorney’s fees; (iv) all escrow fees, if any, (v) the cost of recording the Deed to the Property; (vi) state and local transfer taxes associated with the transfer of the Real Property, but not in any event to exceed $5,000,000; (vii) the cost of the Survey; and (viii) any other expense(s) incurred by BKP or its representative(s) in inspecting or evaluating the Property, including, without limitation, BKP’s inspecting architect and engineer. (c) Any other costs and expenses of the Closing not provided for in this Section 10.8 shall be allocated between BKP and Contributor in accordance with the custom in New York, New York.

Costs of Title Company and Closing Costs. Costs of the Title Company and other closing Closing costs incurred in connection with the Closing will be allocated as follows: (a) Contributor Seller shall pay (i) ContributorSeller’s attorney’s fees, (ii) the New Jersey Real Estate Transfer Fee payable pursuant to N.J.S.A. 45:15-5 et. seq. and applicable implementing regulations, if any, and any other transfer taxes imposed by the State of New Jersey or any county or municipality thereof, other than the “mansion tax” which is payable by Purchaser under clause (b) below, that are imposed upon or payable in connection with the sale of the Property and the subsequent recordation of the Deed, and (iii) one-half (1/2) of escrow fees, if any. (b) Purchaser shall pay (i) the costs of recording the Deed to the Property and all other documents in connection with the sale of the Property; (ii) any brokerage fees due the Broker in accordance with the terms of this Agreementso-called “mansion tax” payable pursuant to N.J.S.A 46:15-7.2 and applicable implementing regulations, if any; (iii) the cost to record any releases, discharges, corrective or curative instruments as provided in this Agreementof the premium for the Title Policy and all title searches; (iv) all state and local transfer taxes associated with the transfer of the Real Property in excess of the amount required to be paid by BKP pursuant to Section 10.8(b) below; and (v) any sales or use taxes related to the transfer of the Personal Property. Without limiting the generality of the foregoing, Contributor and Guarantor shall jointly and severally indemnify, defend and hold harmless BKP from and against any claims, penalties, losses or expenses for state and local real property transfer taxes which may be due as a result of the transactions contemplated by this Agreement, which obligation shall survive the Closing. (b) BKP shall pay (i) all title insurance changes and premiums, including, without limitation, the costs to prepare the Title Commitment and the premiums for the Title Policy (including all costs of any additional coverage under the Title Policy or endorsements or deletions to the Title Policy that are desired by BKP)Purchaser; (iiv) all premiums and other costs for any mortgagee policy of title insurance for its financinginsurance, if any (any, including but not limited to any endorsements or deletions); (iiivi) BKPPurchaser’s attorneycounsel’s feesfees and disbursements; (ivvii) all one-half (1/2) of escrow fees, if any, (v) the cost of recording the Deed to the Property; (vi) state and local transfer taxes associated with the transfer of the Real Property, but not in any event to exceed $5,000,000; (vii) the cost of the Survey; and (viii) any and all costs and expenses in connection with Purchaser obtaining any financing for the purchase of the Property, (ix) any other expense(sexpenses(s) incurred by BKP Purchaser, its agents, or its representative(s) in inspecting inspecting, testing or evaluating the PropertyProperty or closing of this transaction, including, without limitation, BKP’s inspecting architect and engineer(x) the costs of any survey obtained by the Purchaser. (c) Any other costs and expenses of the Closing not provided for in this Section 10.8 8.4 shall be allocated between BKP Purchaser and Contributor Seller in accordance with the custom in New York, New Yorkthe area in which the Property is located. (d) The provisions of this Section 8.4 shall survive the Closing.

Costs of Title Company and Closing Costs. Costs of the Title Company and other closing Closing costs incurred in connection with the Closing will be allocated as follows: (a) Contributor shall pay (i) Contributor’s attorney’s fees; (ii) any brokerage fees due the Broker in accordance with the terms of this Agreement; (iii) the cost to record any releases, discharges, corrective or curative instruments as provided in this Agreement; (iv) all state and local transfer taxes associated with the transfer of the Real Property in excess of the amount required to be paid by BKP pursuant to Section 10.8(b) below; and (v) any sales or use taxes related to the transfer of the Personal Property. Without limiting the generality of the foregoing, Contributor and Guarantor shall jointly and severally indemnify, defend and hold harmless BKP from and against any claims, penalties, losses or expenses for state and local real property transfer taxes which may be due as a result of the transactions contemplated by this Agreement, which obligation shall survive the Closing. (b) BKP shall Purchaser will pay (i) all premium and other incremental costs for obtaining an extended coverage ALTA title insurance changes policy and premiums, including, without limitation, the costs to prepare the Title Commitment and the premiums for the Title Policy (including all costs of any additional coverage under the Title Policy or endorsements to the Title Policy that are desired by BKP); Policy, (ii) all premiums and other costs for any mortgagee policy of title insurance for its financinginsurance, if any (including but not limited to any endorsements or deletions); , (iii) BKPPurchaser’s attorney’s fees; , (iv) 1/2 of all of the Title Company’s escrow and closing fees, if any, (v) the cost costs of recording the Deed to the Property; obtaining new or updated surveys, (vi) state any mortgage recording tax or recording fees, (vii) any prepayment penalties due under the Bank of China loan secured by the One Wilshire Property, up to $2,000,000, and local (viii) $500,000 of the documentary transfer taxes associated payable in connection with closing; (b) Sellers will pay (i) the transfer premium for the base cost of a standard coverage ALTA title policy and the Real Propertycost of any endorsement with respect to matters for which Sellers have agreed to obtain affirmative insurance pursuant to Section 6.2, but not in any event to exceed $5,000,000; (viiii) the cost of the Survey; , (iii) 1/2 of all of the Title Company’s escrow and closing fees, (iv) Sellers’ attorneys’ fees, (v) all documentary transfer taxes, except as provided in Section 10.6(a)(viii) above, and (viiivi) any other expense(sloan prepayment penalties not described in Section 10.6(a)(vii) incurred by BKP or its representative(s) in inspecting or evaluating the Property, including, without limitation, BKP’s inspecting architect and engineer.above; (c) Any other costs and expenses of the Closing not provided for in this Section 10.8 10.6 shall be allocated between BKP Purchaser and Contributor Sellers in accordance with the custom in New Yorkthe county in which the Real Property is located; and DAL02:624104.4 LEGAL_US_W # 74790953.14 40 (d) If the Closing does not occur on or before the Closing Date for any reason whatsoever, New Yorkthe costs incurred through the date of termination will be borne by the party incurring same.

Costs of Title Company and Closing Costs. Costs of the Title Company and other closing Closing costs incurred in connection with the Closing will be allocated as follows: (a) Contributor shall pay (i) Contributor’s attorney’s fees; (ii) any brokerage fees due the Broker in accordance with the terms of this Agreement; (iii) the cost to record any releases, discharges, corrective or curative instruments as provided in this Agreement; (iv) all state and local transfer taxes associated with the transfer of the Real Property in excess of the amount required to be paid by BKP pursuant to Section 10.8(b) below; and (v) any sales or use taxes related to the transfer of the Personal Property. Without limiting the generality of the foregoing, Contributor and Guarantor shall jointly and severally indemnify, defend and hold harmless BKP from and against any claims, penalties, losses or expenses for state and local real property transfer taxes which may be due as a result of the transactions contemplated by this Agreement, which obligation shall survive the Closing. (b) BKP shall Purchaser will pay (i) all title insurance changes premium and premiums, including, without limitation, the other incremental costs to prepare the Title Commitment and the premiums for the Title Policy (including obtaining all costs of any additional coverage under the Title Policy or endorsements to the Title Policy that are desired not paid by BKPSeller pursuant to Section 10.6(b); , (ii) all premiums and other costs for any mortgagee policy of title insurance for its financinginsurance, if any (including but not limited to any endorsements or deletions); , (iii) BKPPurchaser’s attorney’s fees; , (iv) any costs of updating the Updated Survey, (v) 1/2 of all of the Title Company’s escrow (including the New York style closing) and closing fees, if any, (vvi) the costs of recording any mortgages and related documents, (vii) any costs of recording the Deed, and (viii) that portion of the transfer tax imposed upon buyers by the City in which the Real Property is located; (b) Seller will pay (i) the premium for the basic Title Policy, extended coverage including the cost of recording extended coverage and the Deed cost of any endorsement with respect to the Property; matters for which Seller has agreed to obtain affirmative insurance pursuant to Section 6.2, (vi) state and local transfer taxes associated with the transfer of the Real Property, but not in any event to exceed $5,000,000; (viiii) the cost of the Updated Survey; , (iii) 1/2 of all of the Title Company’s escrow (including the New York style closing) and closing fees, (iv) Seller’s attorneys’ fees, (v) the portion of the transfer tax imposed by the City in which the Real Property is located equal to $1.50 per $500 of taxable value (i.e., being the so-called “C.T.A. portion” of the city-imposed transfer taxes), and (viiivi) any other expense(s) incurred transfer taxes imposed by BKP or its representative(s) the county and state in inspecting or evaluating which the Property, including, without limitation, BKP’s inspecting architect and engineer.Real Property is located; (c) Any other costs and expenses of the Closing not provided for in this Agreement (including this Section 10.8 10.6) shall be allocated between BKP Purchaser and Contributor Seller in accordance with the custom in New Yorkthe county in which the Real Property is located; and (d) If the Closing does not occur on or before the Closing Date for any reason whatsoever, New Yorkthe costs incurred through the date of termination will be borne by the party incurring same.

Costs of Title Company and Closing Costs. Costs of the Title Company and other closing Closing costs incurred in connection with the Closing will be allocated as follows: (a) Contributor Seller shall pay (i) Contributorall state or county documentary stamps on transfer taxes and recording fees and changes necessary or required in connection with the LLC Assignment and Assumption, if any; (ii) Seller’s attorney’s fees; (ii) any brokerage fees due the Broker in accordance with the terms of this Agreement; (iii) the cost to record any releasesone-half (1/2) of escrow fees, discharges, corrective or curative instruments as provided in this Agreementif any; and (iv) any and all state and local transfer taxes associated with the transfer of the Real Property in excess of the amount fees required to be paid by BKP pursuant to Section 10.8(b) below; and (v) any sales or use taxes related to the transfer of City and/or the Personal Property. Without limiting Jersey City Redevelopment Authority in connection with obtaining the generality of Approvals from such party for this transaction, including any fees required to be paid for its consent to the foregoing, Contributor and Guarantor shall jointly and severally indemnify, defend and hold harmless BKP from and against any claims, penalties, losses or expenses for state and local real property transfer taxes which may be due as a result of the transactions transaction contemplated by this Agreement, which obligation shall survive if such consent is necessary, including any related fees required by, or increases in the Closingamounts payable under, the Financial Agreement in order for the tax exemption to remain in full force and effect, including any fees (or increases in amounts payable under the Financial Agreement) required for obtaining the approval of the transaction contemplated by this Agreement by means of the Ordinance. (b) BKP Purchaser shall pay (i) all title insurance changes and premiums, including, without limitation, the costs to prepare cost of the Title Commitment and the premiums premium for the its Title Policy (including and customary title searches, together with all costs of any additional coverage under the its Title Policy or endorsements (including, without limitation, the Non-Imputation Endorsement) to the its Title Policy that are desired by BKP)Purchaser; (ii) all premiums and other costs for any mortgagee policy of title insurance for its financinginsurance, if any (any, including but not limited to any endorsements or deletions); (iii) BKPPurchaser’s attorney’s fees; (iv) all one-half (1/2) of escrow fees, if any, ; and (v) the cost of recording the Deed to the Property; (vi) state and local transfer taxes associated with the transfer of the Real Property, but not in any event to exceed $5,000,000; (vii) the cost costs of the Survey; and (viii) any other expense(s) incurred by BKP or its representative(s) , as provided for in inspecting or evaluating the Property, including, without limitation, BKP’s inspecting architect and engineerSection 6.1. (c) Any other costs and expenses The provisions of this Section 10.5 shall survive the Closing not provided for in this Section 10.8 shall be allocated between BKP and Contributor in accordance with the custom in New York, New Yorkindefinitely.

Costs of Title Company and Closing Costs. Costs of the Title Company and other closing Closing costs incurred in connection with the Closing will be allocated as follows: (a) Contributor shall pay (i) Contributor’s attorney’s fees; (ii) any brokerage fees due the Broker in accordance with the terms of this Agreement; (iii) the cost to record any releases, discharges, corrective or curative instruments as provided in this Agreement; (iv) all state and local transfer taxes associated with the transfer of the Real Property in excess of the amount required to be paid by BKP pursuant to Section 10.8(b) below; and (v) any sales or use taxes related to the transfer of the Personal Property. Without limiting the generality of the foregoing, Contributor and Guarantor shall jointly and severally indemnify, defend and hold harmless BKP from and against any claims, penalties, losses or expenses for state and local real property transfer taxes which may be due as a result of the transactions contemplated by this Agreement, which obligation shall survive the Closing. (b) BKP shall Purchaser will pay (i) all title insurance changes and premiums, including, without limitation, the costs to prepare premiums charged by the Title Commitment Company for endorsements and the premiums for the Title Policy (including all costs deletion of any additional coverage under the Title Policy or endorsements to the Title Policy that are desired Survey Exception, if requested by BKP); Purchaser, (ii) all premiums and other costs for any mortgagee policy of title insurance for its financinginsurance, if any (including but not limited to any endorsements or deletions)for any mortgagee policy of title insurance; (iii) BKPPurchaser’s attorney’s attorneys’ fees; (iv) one-half (1/2) of any and all transfer and deed recordation taxes relating to the conveyance of the Property from Seller to Purchaser; and (v) one-half (1/2) of all of the Title Company’s escrow and closing fees, if any, ; (vb) Seller will pay (i) the cost premium for the Title Policy, but specifically excluding any premium charged by the Title Company for endorsements and the deletion of recording the Deed to the PropertySurvey Exception, as requested by Purchaser; (vi) state and local transfer taxes associated with the transfer of the Real Property, but not in any event to exceed $5,000,000; (viiii) the cost of the Survey; (iii) one-half (1/2) of any and all transfer and deed recordation taxes relating to the conveyance of the Property from Seller to Purchaser; (iv) one-half (1/2) of all of the Title Company’s escrow and closing fees, if any; (v) any fees required to record a satisfaction, discharge or release of any lien or other encumbrances Seller is required to discharge hereunder; (vi) any costs and expenses in connection with the transfer of any Tenant Deposits held in the form of a letter of credit; and (viiivii) any other expense(s) incurred by BKP or its representative(s) in inspecting or evaluating the Property, including, without limitation, BKPSeller’s inspecting architect and engineer.attorneys’ fees; and (c) Any other costs and expenses of the Closing not provided for in this Section 10.8 10.6 shall be allocated between BKP Purchaser and Contributor Seller in accordance with the custom in New York, New Yorkthe county in which the Real Property is located.

Costs of Title Company and Closing Costs. Costs of the Title Company and other closing Closing costs incurred in connection with the Closing will be allocated as follows: (a) Contributor Seller shall pay (i) ContributorSeller’s attorney’s attorneys’ fees; (ii) any brokerage fees due the Broker in accordance with the terms of this Agreement; (iii) the cost to record any releases, discharges, corrective or curative instruments as provided in this Agreement; (iv) all Virginia state and local transfer taxes associated with the transfer of the Real Property in excess of the amount required to be paid by BKP pursuant to Section 10.8(b) below; and (v) any sales or use taxes related “grantor’s tax” incident to the transfer of the Personal Property. Without limiting ; (iii) Virginia state Regional Congestion Relief Fee; (iv) the generality fees for the release of monetary liens; (v) one-half (1/2) of escrow fees, if any; and (vi) such additional costs and expenses customarily paid by a seller in connection with a commercial real estate sale in the foregoing, Contributor and Guarantor shall jointly and severally indemnify, defend and hold harmless BKP from and against any claims, penalties, losses or expenses for state and local real property transfer taxes jurisdiction in which may be due as a result of the transactions contemplated by this Agreement, which obligation shall survive the ClosingReal Property is located. (b) BKP Purchaser shall pay (i) all title insurance changes and premiumsrecordation taxes incident to the recordation of the Deed; (ii) the filing fees for recording the Deed, including, without limitation, (iii) the costs of recording any deed of trust in connection with financing the purchase of the Property, including but not limited to prepare all filing fees, transfer and recordation taxes; (iv) the Title Commitment and cost of the premiums premium for the Title Policy and all title searches and related fees; (including v) all costs of any additional coverage under the Title Policy or endorsements or deletions to the Title Policy that are desired by BKPPurchaser (except any such additional coverage, endorsements or deletions provided by Seller in connection with curing title and survey matters); (iivi) all premiums and other costs for any mortgagee policy of title insurance for its financinginsurance, if any (any, including but not limited to any endorsements or deletions); (iiivii) BKPPurchaser’s attorney’s attorneys’ fees; (ivviii) all one-half (1/2) of escrow fees, if any, any (vix) the costs of the Survey as provided for in Section 6.2; (x) the cost of recording the Deed to the Property; (vi) state all third party studies and local transfer taxes associated reports obtained by Purchaser in connection with the transfer of the Real Property, but not in any event to exceed $5,000,000; (vii) the cost of the SurveyEvaluation Period; and (viiixi) any other expense(s) incurred such additional costs and expenses customarily paid by BKP or its representative(s) a purchaser in inspecting or evaluating connection with a commercial real estate acquisition in the Property, including, without limitation, BKP’s inspecting architect and engineerjurisdiction in which the Real Property is located. (c) Any other costs and expenses of the Closing not provided for in this Section 10.8 10.4 shall be allocated between BKP Purchaser and Contributor Seller in accordance with the custom in New York, New Yorkthe area in which the Property is located.

Costs of Title Company and Closing Costs. Costs of the Title Company and other closing Closing costs incurred in connection with the Closing will be allocated as follows: (a) Contributor MC Owner shall pay (i) ContributorMC Owner’s attorney’s fees; (ii) one-half (1/2) of any brokerage escrow fees; (iii) all realty transfer fees due and taxes; and (iv) the Broker in accordance with cost of discharging any liens or Title Objections that MC Owner is obligated to, or has agreed to, discharge pursuant to the terms and conditions of this Agreement. Notwithstanding anything herein to the contrary, the ROFO (RM) Parties shall (x) be liable for any additional (i.e., two step transfer) realty transfer fees and taxes due and or payable to any taxing authority as a result of the contribution or deemed contribution (e.g., by directed deed or otherwise at the direction of the ROFO (RM) Parties) of the Redemption Property by the ROFO (RM) Parties to RMC Acquisition Entity, LLC or any of its affiliates and (y) indemnify and hold MC Owner harmless for any and all such taxes (including, without limitation, penalties, interests or other additions to tax), costs and expenses incurred by MC Owner in connection with any such taxes described in clause (x) above. (b) The ROFO (RM) Parties shall pay (i) the ROFO (RM) Parties’ attorney’s fees; (ii) the costs of the ROFO (RM) Parties’ due diligence investigations with respect to the Property, including but not limited to the cost of the Updated Survey; (iii) the cost costs of recording the Deed and all other documents, except for discharges of any liens that MC Owner is obligated to, or has agreed to, discharge pursuant to record any releases, discharges, corrective or curative instruments as provided in the terms and conditions of this Agreement; (iv) all state premiums and local transfer taxes associated other costs in connection with obtaining the transfer of the Real Property in excess of the amount required to be paid by BKP pursuant to Section 10.8(b) below; and (v) Title Policy, any sales or use taxes related to the transfer of the Personal Property. Without limiting the generality of the foregoing, Contributor and Guarantor shall jointly and severally indemnify, defend and hold harmless BKP from and against any claims, penalties, losses or expenses for state and local real property transfer taxes which may be due as a result of the transactions contemplated by this Agreement, which obligation shall survive the Closing. (b) BKP shall pay (i) all mortgagee title insurance changes policy that the ROFO (RM) Parties desires to obtain (the “Mortgagee Title Policy”) and premiums, any additional coverage or endorsements or deletions (including, without limitation, the costs deletion of the survey exception) to prepare the Title Commitment and the premiums for the Title Policy (including all costs of any additional coverage under the Title Policy or endorsements to the and/or Mortgagee Title Policy that are desired by BKP)the ROFO (RM) Parties; (iiv) if agreed to by the ROFO (RM) Parties in advance in writing to MC Owner, any and all premiums fees, charges, costs and other costs for any mortgagee policy of title insurance for its financingexpenses, if any (including but not limited to any endorsements or deletions); (iii) BKP’s attorney’s fees; (iv) all escrow fees, if any, (v) the cost of recording the Deed any work, incurred in connection with transferring any warranties to the PropertyROFO (RM) Parties, provided that, and notwithstanding anything to the contrary in this Agreement, if the ROFO (RM) Parties do not so agree, MC Owner does not have any obligation to assign or transfer any applicable warranties to the ROFO (RM) Parties; and (vi) state and local transfer taxes associated with the transfer one-half (1/2) of the Real Property, but not in any event to exceed $5,000,000; (vii) the cost of the Survey; and (viii) any other expense(s) incurred by BKP or its representative(s) in inspecting or evaluating the Property, including, without limitation, BKP’s inspecting architect and engineerescrow fees. (c) Any other costs and expenses of the Closing not provided for in this Section 10.8 10.5 shall be allocated between BKP the ROFO (RM) Parties and Contributor MC Owner in accordance with the custom in New York, New Yorkthe area in which the Property is located. (d) The provisions of this Section 10.5 shall survive Closing or the earlier termination of this Agreement.