Common use of Costs of Transaction Clause in Contracts

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. Buyer 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.

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, advisorsrepresentatives, accountants and other representatives counsel 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, attorneysrepresentatives, accountants and other representatives counsel 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 The cost of the Title Policy, Survey, and recording Taxes or fees necessary to record the BuyerXxxxx’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 AgreementAgreement shall be paid by Buyer. Buyer will also pay shall be responsible for paying the filing fees, if any, due in connection with the HSR Act filing and obtaining any necessary approvals or determination of no-action from the Attorney General or MDCH (including the costs, fees and expenses related to the engagement of financial and accounting advisors any consultants 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. Notwithstanding Seller's obligation to pay certain expenses pursuant to this Section 11.5, the Foundation Capitalization Amount shall not be reduced by transaction expenses as reflected on the Estimated Foundation Proceeds Certificate.

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. Buyer 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.

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, advisorsrepresentatives, accountants and other representatives counsel 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, attorneysrepresentatives, accountants and other representatives counsel 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 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 AgreementAgreement shall be paid by Buyer. Buyer will also pay shall be responsible for paying the filing fees, if any, due in connection with the HSR Act filing and obtaining any necessary approvals or determination of no-action from the Attorney General or MDCH (including the costs, fees and expenses related to the engagement of financial and accounting advisors any consultants 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. Notwithstanding Seller's obligation to pay certain expenses pursuant to this Section 11.5, the Foundation Capitalization Amount shall not be reduced by transaction expenses as reflected on the Estimated Foundation Proceeds Certificate.