Common use of Costs of Transfer Clause in Contracts

Costs of Transfer. 6.1 Until such time as the total Purchase Price and all other amounts, for which the PURCHASER may be liable in terms hereof, have been paid and/or payment has been secured to the satisfaction of the SELLER, transfer of the property shall not be passed to the PURCHASER. 6.2 Transfer of the PROPERTY shall be passed, by the AUCTIONEERS Attorneys as soon as reasonably possible after acceptance, providing the PURCHASER has complied with all of his obligations. 6.3 The PURCHASER specifically authorises and agrees that the AUCTIONEERS Attorneys may attend to preparing and completing from information provided by the PURCHASER herein, a transfer duty form required by SARS for the clearance of the PROPERTY for transfer; and specifically authorises and agrees that the AUCTIONEERS Attorneys may on behalf of the PURCHASER sign and submit such forms to SARS for which preparation, completion, signature and submission this Agreement shall constitute the required authority. 6.4 The AUCTIONEERS Attorneys shall attend to transfer after all expenses of and incidental to the preparation and registration of transfer, transfer duty (if applicable), the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, are paid in full by the PURCHASER including all expenses and legal costs incidental to the preparation and registration of any mortgage bond required to finance the Purchase Price herein. 6.5 In the event of the PURCHASER failing to comply within 7 (SEVEN) business days of request by the AUCTIONEERS Attorneys to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed or in the event of the registration of transfer being delayed as a consequence of a default on part of thePURCHASER (and the widest possible interpretation shall be used in respect of the terms hereof), then on the 8th (EIGHTH) day after such request, the PURCHASER shall pay to the AUCTIONEERS penalty interest, at the rate of 2% (TWO PERCENT) above prime, per month calculated on the balance of the purchase price from the said 8th (EIGHTH) day until the date of transfer and payment, (both days inclusive). 6.6 The PURCHASER undertakes to comply with all the FICA requirements as set out in Annexure "A" or as is reasonably required in the opinion of the AUCTIONEERS Attorneys within 7 (SEVEN) business days from date of acceptance of this Agreement by the SELLER and to supply the AUCTIONEERS Attorneys all information and documentation required by the AUCTIONEERS Attorneys to enable them to comply with the FICA requirements.

Costs of Transfer. 6.1 Until 9.1 The CESSIONARY shall be liable for either VAT (if applicable) or Transfer Duty (if applicable) in respect of the sale contemplated herein and until such time as the total Purchase Price plus VAT (if applicable) or Transfer Duty (if applicable) and all other amounts, for which the PURCHASER CESSIONARY may be liable in terms hereof, have been paid and/or payment has been secured to the satisfaction of the SELLERCEDENT, transfer of the property shall not be passed to the PURCHASERCESSIONARY. 6.2 9.2 Transfer of the PROPERTY shall be passed, by the AUCTIONEERS Attorneys CEDENT's Attorneys, as soon as reasonably possible after acceptance, providing the PURCHASER CESSIONARY has complied with all of his obligations. 6.3 9.3 The PURCHASER CESSIONARY specifically authorises and agrees that the AUCTIONEERS CEDENT's Attorneys may attend to preparing and completing from information provided by the PURCHASER CESSIONARY herein, a transfer duty form required by SARS for the clearance of the PROPERTY for transfer; and specifically authorises and agrees that the AUCTIONEERS CEDENT's Attorneys may on behalf of the PURCHASER CESSIONARY sign and submit such forms to SARS for which preparation, completion, signature and submission this Agreement shall constitute the required authority. 6.4 9.4 The AUCTIONEERS CEDENT's Attorneys shall attend to transfer after all expenses of and incidental to the preparation and registration of transfer, transfer duty (if applicable), the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, are paid in full by the PURCHASER CESSIONARY including all expenses and legal costs incidental to the preparation and registration of any mortgage bond required to finance the Purchase Price herein. 6.5 9.5 In the event of the PURCHASER CESSIONARY failing to comply within 7 (SEVENseven) business days of request by the AUCTIONEERS Attorneys CEDENT's Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed or in the event of the registration of transfer being delayed as a consequence of a default on part of thePURCHASER the CESSIONARY (and the widest possible interpretation shall be used in respect of the terms hereof), then on the 8th (EIGHTHeighth) day after such request, the PURCHASER CESSIONARY shall pay to the AUCTIONEERS CEDENT penalty interest, at the rate of 2% (TWO PERCENTtwo per cent) above prime, per month calculated on the balance of the purchase price from the said 8th (EIGHTHeighth) day until the date of transfer and payment, (both days inclusive). 6.6 9.6 The PURCHASER CESSIONARY undertakes to comply with all the FICA requirements as set out in Annexure "A1" or as is reasonably required in the opinion of the AUCTIONEERS CEDENT's Attorneys within 7 (SEVENseven) business days from date of acceptance of this Agreement by the SELLER CEDENT and to supply the AUCTIONEERS CEDENT's Attorneys all information and documentation required by the AUCTIONEERS CEDENT's Attorneys to enable them to comply with the FICA requirements.

Costs of Transfer. 6.1 Until such time Except as otherwise provided herein: (a) the total Purchase Price Sellers shall be responsible for all costs and all other amounts, for which expenses to obtain the PURCHASER may be liable in terms hereof, have been paid and/or payment has been secured to the satisfaction consents of the SELLER, transfer related Investors or other Persons with contractual authority to approve Servicing transfers with respect to (A) the Whole Loan Servicing Agreements set forth on Section 5.14(a)(i) of the property shall not be passed to Disclosure Schedule and (B) the PURCHASER. 6.2 Transfer Securitization Servicing Agreement set forth on Section 5.14(a)(ii) of the PROPERTY shall be passed, by Disclosure Schedule (the AUCTIONEERS Attorneys as soon as reasonably possible after acceptance, providing “Special SSA”) (the PURCHASER has complied with all of his obligations. 6.3 The PURCHASER specifically authorises and agrees that the AUCTIONEERS Attorneys may attend consents referred to preparing and completing from information provided by the PURCHASER herein, a transfer duty form required by SARS for the clearance of the PROPERTY for transfer; and specifically authorises and agrees that the AUCTIONEERS Attorneys may on behalf of the PURCHASER sign and submit such forms to SARS for which preparation, completion, signature and submission in this Agreement shall constitute the required authority. 6.4 The AUCTIONEERS Attorneys shall attend to transfer after all expenses of and incidental to the preparation and registration of transfer, transfer duty (if applicableSection 5.14(a), the conveyancing “Special Consents”); (b) the Sellers, on the one hand, and the Purchaser, on the other hand, shall each be responsible for 50% of all costs and expenses with respect to (i) obtaining and transferring the Servicing Interests (excluding the costs and expenses of obtaining the Special Consents but including the costs and expenses of obtaining any consents relating to the Servicing Interests that are not Special Consents) and (ii) the transfer and delivery to any of the Leased Real Properties of any Loan Files and related documents in the possession of the Sellers but not presently located at any of the Leased Real Properties; provided that the Purchaser’s obligation to pay for the foregoing fees, disbursements costs and VAT expenses (if applicable)which, for the avoidance of doubt, shall not include those costs incurred by the Purchaser pursuant to Section 5.10, Section 5.12 or Section 5.14(d) below) shall not exceed, in respect the aggregate, the amount set forth on Section 5.14(b) of the Disclosure Schedule; (c) the Sellers shall be responsible for all fees paid to Standard & Poor’s and all costs and expenses incurred by Standard & Poor’s in connection with providing ratings of “AAA” on the Class A-1 Notes and the Class A-2 Notes, with the advance rates for such transfer“AAA” rated classes being at least 65%, are paid “AA” on the Class B Notes, “A” on the Class C Notes, and “BBB” on the Class D Notes, in full each case pursuant to the Servicing Advance Financing Agreements; (d) the Sellers shall be responsible for all other fees, costs and expenses incurred by the PURCHASER Sellers in the performance of their obligations under this Agreement and the transactions contemplated hereby, whether or not the Closing shall have occurred, including all expenses and legal costs incidental to the preparation and registration of any mortgage bond required to finance the Purchase Price herein. 6.5 In the event fees of the PURCHASER failing to comply within 7 Sellers’ attorneys and accountants; and (SEVENe) business days of request by the AUCTIONEERS Attorneys to furnish them with signed documents or documentation of whatever nature necessary Purchaser shall be responsible for effecting transferall other fees, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed or in the event costs and expenses of the registration Purchaser in its performance of transfer being delayed as a consequence of a default on part of thePURCHASER (its obligations under this Agreement and the widest possible interpretation transactions contemplated hereby, whether or not the Closing shall be used in respect have occurred, including the fees of the terms hereof)Purchaser’s attorneys, then on brokers and accountants and its filing fees under the 8th (EIGHTH) day after such request, the PURCHASER shall pay to the AUCTIONEERS penalty interest, at the rate of 2% (TWO PERCENT) above prime, per month calculated on the balance of the purchase price from the said 8th (EIGHTH) day until the date of transfer and payment, (both days inclusive)HSR Act. 6.6 The PURCHASER undertakes to comply with all the FICA requirements as set out in Annexure "A" or as is reasonably required in the opinion of the AUCTIONEERS Attorneys within 7 (SEVEN) business days from date of acceptance of this Agreement by the SELLER and to supply the AUCTIONEERS Attorneys all information and documentation required by the AUCTIONEERS Attorneys to enable them to comply with the FICA requirements.