Due Diligence Costs. Except as otherwise expressly provided herein, Sellers and Buyer shall bear and pay their own respective costs incurred in connection with Buyer's due diligence investigations.
Due Diligence Costs. If a Non-Core Parcel or Virginia Parcel is to be transferred to a third-party purchaser pursuant to SECTION 8.3 below, and provided Buyer has not elected to submit a counter-offer as permitted by said SECTION 8.3, then concurrently with the execution and delivery of the Transition Agreement pertaining to such Parcel pursuant to SECTION 8.3(a) below, Buyer shall deliver to Seller, such third-party purchaser and their designees any and all appraisals, environmental reports, Title Reports and Surveys prepared by or for Buyer with respect to such Parcel in connection with the transactions contemplated herein. Concurrently with the delivery by Buyer of such appraisals, environmental reports, Title Reports and Surveys, Buyer shall assign to Seller, such third-party purchaser and/or their designees, by written assignment in a form reasonably required by Seller, all of Buyer's rights in and to such appraisals, environmental reports, Title Reports and Surveys. Seller shall use its good faith efforts to cause such third-party purchaser to reimburse the Buyer for the actual cost of all such appraisals, environmental reports, Title Reports and Surveys that are so delivered and assigned to Seller, such third-party purchaser and/or their designees at the time of assignment of the same. To the extent that such third-party purchaser does not so reimburse the Buyer for the actual cost of such appraisals, environmental reports, Title Reports and/or Surveys after Seller has used its good faith efforts to cause such third-party to so reimburse Buyer, then promptly following the assignment of such appraisals, environmental reports, Title Reports and/or Surveys as provided above, Seller shall reimburse Buyer for (and shall pay to Buyer) the actual cost of all such appraisals, environmental reports, Title Reports and Surveys (to the extent the same have not been reimbursed by such third-party purchaser); PROVIDED THAT, in no event shall the aggregate payments made by Seller to Buyer hereunder with respect to the Non-Core Parcel and/or Virginia Parcel appraisals, environmental reports, Title Reports and/or Surveys exceed Thirty Thousand Dollars ($30,000) in total for all Non-Core Parcels and Virginia Parcels. Any costs pertaining to such appraisals, environmental reports, Title Reports and Surveys that are not reimbursed to Buyer by the third-party purchaser or Seller (as provided hereinabove) shall be borne exclusively by Buyer.
Due Diligence Costs. Upon the earlier to occur of December 15, 2017 or the date Tenant closes the Construction Loan, Tenant shall pay Landlord the sum of Sixty Thousand Three Hundred Forty and No/100 Dollars ($60,340.00) to compensate Tenant for certain due diligence costs and other expenses incurred by Tenant in connection with the Project. In addition, Xxxxxxxx hereby agrees to pay, when due, all of the costs and expenses described on Exhibit M.
Due Diligence Costs. On the Closing Date of the first Company formed pursuant to this Agreement, such Company will reimburse Apollo for its out-of-pocket and third-party costs associated with and incurred in connection with formation and creation of such Company. Subject to Apollo's approval, on such Closing Date, the Company will reimburse HWS and Watermark for their out-of-pocket and third-party costs associated with and incurred in connection with formation and creation of such Company. On the Closing Date of any subsequent Company formed pursuant to this Agreement, such Company will reimburse Apollo for its out-of-pocket and third-party costs associated with and incurred in connection with formation and creation of that Company, and, subject to Apollo's approval, on such Closing Date, the Company will reimburse HWS and Watermark for their out-of-pocket and third-party costs associated with and incurred in connection with formation and creation of that Company.
Due Diligence Costs. In the event that the County elects to exercise its ROFR, Seller shall reimburse Buyer for the reasonable third-party costs and expenses incurred by Buyer in performing its due diligence investigations with respect to the Property up to an amount not to exceed $25,000 in the aggregate.
Due Diligence Costs. The Partnership shall reimburse the applicable Contributors with respect to all reasonable costs of due diligence applicable to an Acquisition Contract contributed to a Regency Entity or owned by a Joint Venture an interest in which is contributed to a Regency Entity and to the extent that such amounts are not reimbursable to the applicable Contributor by Topvalco or Xxxxxx. In addition, the Partnership shall assume all payables with respect to such items, and shall acquire as an Asset all receivables from Topvalco or Xxxxxx with respect to such items. Such due diligence costs shall include without limitation all reasonable costs of environmental investigation, legal fees, survey costs, title costs, construction inspections, site investigations, architectural plans and all other expenses applicable with respect to the investigation of the applicable property as a site suitable for building and development.
Due Diligence Costs. Blackstone is responsible for all Due Diligence Costs.
Due Diligence Costs. Operating Member, SRT, GAP and their respective Affiliates have heretofore incurred, and may hereafter incur, third party out-of-pocket costs and expenses in connection with the negotiation of the Purchase Agreement, including without limitation, their due diligence analyses and other evaluations of the Initial Company Property and any engineering and feasibility costs and expenses (collectively, the “Contract and Due Diligence Costs”; such costs shall include, without limitation, costs (including, without limitation, attorneys’ fees) incurred by GAP in reviewing and analyzing work conducted by Operating Member or its agents but will exclude any costs incurred by SRT or Operating Member in connection with the negotiation of the Purchase Agreement). GAP, GAP Party, SRT and Operating Member have heretofore incurred third party costs and expenses in connection with the negotiation and execution of this Agreement, and the Property Management Agreement (collectively, the “Member Negotiation Expenses”). For purposes of this Section 4.01(b), Operating Member’s and SRT’s Member Negotiation Expenses shall be limited to the actual third party costs and expenses incurred by Operating Member and SRT solely in connection with the negotiation and execution of this Agreement, and the Property Management Agreement (and shall exclude, without limitation, any other costs and expenses that Operating Member or SRT may have incurred or may hereafter incur in connection with any prior negotiations and/or transactions with any Person other than GAP or GAP Party relating to the Initial Company Property. Provided that the Company acquires the Initial Company Property pursuant to the Purchase Agreement, (i) the Company shall pay or reimburse GAP for (A) all Contract and Due Diligence Costs, (B) all Member Negotiation Expenses incurred by GAP and GAP Party, and (ii) the Company shall pay or reimburse Operating Member and SRT for all such Member Negotiation Expenses incurred by Operating Member and SRT, in each case, to the extent such Member seeking reimbursement has provided the Company and the other Members with documentary evidence and such other evidence, reasonably satisfactory to the Company, relating to such Member Negotiation Expenses, and so that each Member’s share of all such costs, expenses and consideration shall be in proportion to their respective Percentage Interests.
Due Diligence Costs. As consideration for Purchaser to examine the Property and if the Closing occurs, Seller Parties agree to pay directly (or to reimburse to Purchaser) any and all due diligence, third party reports, legal fees and other transaction and closing costs of any nature, whether incurred by Purchaser or Owner or Operator in performing its activities pursuant to this Agreement, in preparing and in closing the transaction described in this Agreement and reimbursement for any prior and ongoing reasonable out-of-pocket travel expenses relating to evaluating and closing the transaction contemplated by this Agreement. Except as otherwise provided in this Agreement, it is expressly understood and agreed between the parties that the Seller Parties shall be responsible for any and all of Purchaser’s costs, including, but not limited to, Purchaser’s due diligence costs, attorneys’ fees and expenses, consultants fees, and all other expenses incurred in connection with the inspection of the Property (the “Due Diligence Costs”) and the closing of the transaction described in this Agreement.
