Costs of Transaction. All costs of the transactions contemplated by this AGREEMENT, including without limitation all of attorneys’ fees and expenses incurred by the LENDER, shall be paid by the BORROWER, regardless of whether such costs are incurred before or after the execution and delivery of this AGREEMENT.
Costs of Transaction. Whether or not the transactions contemplated hereby are consummated and except as otherwise expressly provided herein, each party will bear the fees, expenses and disbursements of itself and its Affiliates, agents, representatives, accountants, qualified intermediaries, counsel and bankers incurred in connection with the subject matter hereof.
Costs of Transaction. On the Closing Date, Wellsford and EQR shall execute, and Wellsford shall cause Newco to execute, the Transaction and Termination Costs Agreement in substantially in the form attached as Exhibit "H" hereto (the "Transaction Costs Agreement").
Costs of Transaction. Except where expressly stated otherwise herein, each party shall bear its own costs and expenses of entering into the transaction, including, but not limited to, travel, lodging, meals, salaries, commissions, attorneys' fees, accountants' fees, other professional fees, regulatory fees, and taxes.
Costs of Transaction. On the Closing Date, EQR and Merry Land shall execute, and Merry Land shall cause Spinco to execute, the Transaction Costs Agreement in substantially the form attached hereto as Exhibit "F" (the "Transaction Costs Agreement"). In the event that the Merger is not consummated, each of EQR and Merry Land shall pay their own costs and expenses relating to the Merger and the other transactions contemplated by this Agreement; provided, however, that all printing costs and SEC filing fees in connection with the Merger shall be paid 50% by Merry Land and 50% by EQR and, provided further, that this Section 5.4 shall in no way affect the rights and obligations of the parties hereto under Article 7.
Costs of Transaction. Costs of the transaction shall be allocated as follows:
(1) Purchaser shall pay the fees for recording the Leases.
(2) Purchaser shall pay all fees and costs in connection with Purchaser's financing, if any.
(3) Seller shall pay all conveyance taxes imposed upon the issuance of the Leases to Purchaser.
Costs of Transaction. In the event that the Merger is not consummated, each of ERP and the Company shall pay their own costs and expenses relating to the Merger and the other transactions contemplated by this Agreement. This Section 6.5 shall in no way affect the rights and obligations of the parties hereto under Article 8 hereof.
Costs of Transaction. (a) In the event that the Merger is not consummated, each of Cornerstone and Merry Land shall pay their own costs and expenses relating to the Merger and the other transactions contemplated by this Agreement; provided that all printing costs and SEC filing fees in connection with the Merger shall be paid 50% by Merry Land and 50% by Cornerstone and, provided further, that this Section 5.4 shall in no way affect the rights and obligations of the parties hereto under Article VII.
(b) Cornerstone shall pay or cause to be paid, directly to the party entitled to payment of such amounts, the reasonable and customary fees and expenses incurred by Merry Land and Newco and billed to Merry Land or Newco by detailed invoice in connection with the negotiation, execution and consummation of this Agreement, the Newco Documents, the organization of Newco, the Merger and the transactions contemplated by this Agreement and the Newco Documents, respectively, including, without limitation, the reasonable and customary fees and expenses of Xxxx Xxxxx Xxxx Xxxxxx, Incorporated, J.R. Xxxxxxx & Co., Deloitte & Touche LLP, Hull, Xxxxxx, Xxxxxx, Xxxxxxx & Xxxxxx, P.C., and Xxxxx Xxxxxxx LLP (collectively, the "Fees"); provided, however, the Fees shall not include Fees of Newco related to performance under any of such agreements following the Effective Time. Cornerstone shall use its reasonable best efforts to pay any Fees not previously paid immediately prior to the consummation of the Merger. The Fees (exclusive of any fees, costs or expenses payable to lenders or their counsel in connection with any assumption of indebtedness or obtaining any consents or waivers, expenses for property transfers, printer's fees or the termination of the ESOP, but including any Fees paid by Merry Land or Newco before the Effective Time), are currently estimated by Merry Land to be not more than $2 million as set forth on Schedule 5.4 to the Merry Land Disclosure Letter. Merry Land shall use its reasonable best efforts to keep such Fees within the amounts set forth on Schedule 5.4 to the Merry Land Disclosure Letter and Cornerstone shall cooperate with Merry Land in such efforts. Merry Land may pay such Fees before the Effective Time upon approval thereof by Cornerstone, which approval shall not be unreasonably withheld or delayed.
Costs of Transaction. Except as set forth in Sections 4.6 and 5.12, the parties agree that they shall bear their respective costs of the transaction, including costs of their respective counsel, provided that costs associated with registration, if any, of the Shares under the Securities Act and any applicable Canadian securities laws will be borne by the Company.
Costs of Transaction. Whether or not the transactions contemplated hereby shall be consummated and except as otherwise provided herein, the parties agree as follows: (a) Seller Group shall pay the fees, expenses and disbursements of Seller Group and its agents, advisors, accountants and other representatives incurred in connection with the subject matter hereof and any amendments hereto, and (b) Buyer shall pay its fees, expenses and disbursements and those of its agents, advisors, attorneys, accountants and other representatives incurred in connection with the subject matter hereof and any amendments hereto; provided, however, that Buyer shall be responsible for the Transaction Costs, subject to the limitations set forth in Section 2.1, and Buyer shall pay for the cost of its due diligence (which may include structural and environmental surveys and reports). Buyer shall bear the cost of the Title Policy, Survey, and recording Taxes or fees necessary to record the Buyer’s interest in the Real Estate, together with the cost of all transfer, documentary, sales, use, stamp, registration and other such Taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with the consummation of the transactions contemplated by this Agreement. Xxxxx will also pay the costs, fees and expenses related to the engagement of financial and accounting advisors required by the Attorney General, and all filing fees, if any, due in connection with detailing necessary approvals from MDCH. The parties will file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges, and, if required by applicable Legal Requirements, the parties will, and will cause their affiliates to, join in the execution of any such Tax Returns and other documentation.
