Expenses Relating to Real Property and other Assets. The costs, fees and expenses relating to the premiums, including any endorsements for extended coverage, for all title insurance policies (including the costs of all title commitments, guaranties and examinations), recording costs and other similar costs, fees and expenses, if any, relating to the sale and transfer of the Owned Real Estate or the transfer of SELLER's interest in the Leased Real Estate including, but not limited to, any conveyance fees, taxes, recording costs and other similar fees and expenses relating to the sale and transfer of any other Assets, shall be allocated to, and shall be borne, solely and exclusively, by BUYER. To the extent BUYER requests SELLER or its attorneys to seek certain title endorsements or removal of exceptions noted on title commitments, BUYER shall reimburse SELLER at Closing for its attorney fees related thereto. In no event shall SELLER be required to undertake any negotiations with title insurance companies for any matters that relate to the scope of title insurance coverage or the Permitted Exceptions. BUYER shall reimburse SELLER at the Closing for all of the costs, fees and expenses allocated to BUYER pursuant to this Section 1.04(c) but paid by SELLER in the manner specified in Section 6.04 herein. If this transaction does not close by virtue of a breach of this Agreement, the breaching party shall be responsible for and shall, as appropriate, reimburse the other party for its expenses as set forth herein.
Appears in 2 contracts
Samples: Office Purchase and Assumption Agreement (Isb Financial Corp/La), Office Purchase and Assumption Agreement (Isb Financial Corp/La)
Expenses Relating to Real Property and other Assets. The costs, fees and expenses of all title commitments, title guaranties, title examinations and title policies (except as otherwise herein expressly provided) relating to the procurement of the Title Commitments related to the Owned Real Estate and the Leased Real Estate referred to in Sections 2.1(b) and 5.2(g) herein, shall be allocated to, and shall be borne, solely and exclusively by SELLER. The costs, fees and expenses relating to the premiums, including any title policy endorsements for extended coverage, coverage for all title insurance policies (including net of the costs of all title commitments, guaranties guaranties,, examinations and examinationsthe base title policies), recording costs and other similar costs, fees and expenses, if any, relating to the sale and transfer of the Owned Real Estate or the transfer of SELLER's interest in the Leased Real Estate including, but not limited to, any conveyance fees, taxes, recording costs and other similar fees and expenses relating to the sale and transfer of any other Assets, shall be allocated to, and shall be borne, solely and exclusively, by BUYER. To the extent BUYER requests SELLER or its attorneys to seek certain title endorsements or removal of exceptions noted on the title commitments, except for exceptions that are Permitted Exceptions, BUYER shall reimburse SELLER at Closing for its reasonable attorney fees incurred to obtain such endorsements or exception related thereto. In no event shall SELLER be required to undertake any negotiations with the title insurance companies for any matters that relate to the scope of title insurance coverage or the Permitted Exceptions. SELLER shall reimburse BUYER at the Closing for all the costs, fees and expenses allocated to SELLER pursuant to this Section 1.4(c) but paid by BUYER, and BUYER shall reimburse SELLER at the Closing for all of the costs, fees and expenses allocated to BUYER pursuant to this Section 1.04(c1.4(c) but paid by SELLER in the manner specified in Section 6.04 6.4 herein. If this transaction does not close by virtue because of a breach of this Agreement, the breaching party shall be responsible for and shall, as appropriate, reimburse the other party for its expenses as set forth herein. If this transaction does not close for any other reason, each party shall reimburse the other party upon termination of this Agreement for such party's share of expenses so that each party shall pay the same share of expenses as it would have paid at Closing. Notwithstanding anything in this Agreement to the contrary, all real estate transfer taxes, conveyances fees, sales, use and any other taxes resulting from or payable in connection with the sale of the Assets pursuant to this Agreement, and which taxes relates to the value of transferred Assets, shall be borne 50% by BUYER and 50% by SELLER. BUYER shall timely file or cause to be filed all necessary documents (including all tax returns) with respect to such taxes.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Park National Corp /Oh/)
Expenses Relating to Real Property and other Assets. The transfer (or conveyance) fees relating to the Owned Real Estate and the costs, fees and expenses of all title commitments, title guaranties and title examinations relating to the procurement of the Title Commitments related to the Owned Real Estate and the Leased Real Estate referred to in Sections 2.1(b) and 5.2(f) herein, shall be allocated to, and shall be borne, solely and exclusively by SELLER. The costs, fees and expenses relating to the premiums, including any endorsements for extended coverage, for all title insurance policies (including net of the costs of all title commitments, guaranties and examinations), recording costs and other similar costs, fees and expenses, if any, relating to the sale and transfer of the Owned Real Estate or the transfer of SELLER's ’s interest in the Leased Real Estate including, but not limited to, any conveyance fees, taxes, recording costs and other similar fees and expenses relating to the sale and transfer of any other Assets, shall be allocated to, and shall likewise be borne, solely and exclusively, by BUYERSELLER. To the extent BUYER requests SELLER or its attorneys to seek certain title endorsements or removal of exceptions noted on the title commitments, BUYER shall reimburse SELLER at Closing for its attorney fees related thereto. In no event shall SELLER be required to undertake any negotiations with the title insurance companies for any matters that relate to the scope of title insurance coverage or the Permitted Exceptions. As provided in Section 6.4, BUYER shall reimburse be credited at the Closing for all the costs, fees and expenses allocated to SELLER pursuant to this Section 1.4(c) but paid by BUYER, and BUYER shall be credited at the Closing for all of the costs, fees and expenses allocated to BUYER pursuant to this Section 1.04(c1.4(c) but paid by SELLER in the manner specified in Section 6.04 hereinSELLER. If this transaction does not close by virtue of a breach of this Agreement, the breaching party shall be responsible for and shall, as appropriate, reimburse the other party for its expenses as set forth hereinin this Section 1.4(c). If this transaction does not close for any other reason, each party shall reimburse the other party upon termination of this Agreement for such party’s share of expenses pursuant to this Section 1.4(c) so that each party shall pay the same share of expenses as it would have paid at Closing.
Appears in 1 contract
Samples: Office Purchase and Assumption Agreement (CSB Bancorp Inc /Oh)
Expenses Relating to Real Property and other Assets. The transfer (or conveyance) fees relating to the Owned Real Estate and the costs, fees and expenses of all title commitments, title guaranties and title examinations relating to the procurement of the Title Commitments related to the Owned Real Estate and the Leased Real Estate referred to in Sections 2.1(b) and 5.2(f) herein, shall be allocated to, and shall be borne, solely and exclusively by SELLER. The costs, fees and expenses relating to the premiums, including any endorsements for extended coverage, for all title insurance policies (including net of the costs of all title commitments, guaranties and examinations), recording costs and other similar costs, fees and expenses, if any, relating to the sale and transfer of the Owned Real Estate or the transfer of SELLER's interest in the Leased Real Estate including, but not limited to, any conveyance fees, taxes, recording costs and other similar fees and expenses relating to the sale and transfer of any other Assets, shall be allocated to, and shall likewise be borne, solely and exclusively, by BUYERSELLER. To the extent BUYER requests SELLER or its attorneys to seek certain title endorsements or removal of exceptions noted on the title commitments, BUYER shall reimburse SELLER at Closing for its attorney fees related thereto. In no event shall SELLER be required to undertake any negotiations with the title insurance companies for any matters that relate to the scope of title insurance coverage or the Permitted Exceptions. As provided in Section 6.4, BUYER shall reimburse be credited at the Closing for all the costs, fees and expenses allocated to SELLER pursuant to this Section 1.4(c) but paid by BUYER, and BUYER shall be credited at the Closing for all of the costs, fees and expenses allocated to BUYER pursuant to this Section 1.04(c1.4(c) but paid by SELLER in the manner specified in Section 6.04 hereinSELLER. If this transaction does not close by virtue of a breach of this Agreement, the breaching party shall be responsible for and shall, as appropriate, reimburse the other party for its expenses as set forth hereinin this Section 1.4(c). If this transaction does not close for any other reason, each party shall reimburse the other party upon termination of this Agreement for such party's share of expenses pursuant to this Section 1.4(c) so that each party shall pay the same share of expenses as it would have paid at Closing.
Appears in 1 contract
Samples: Office Purchase and Assumption Agreement (Ohio Legacy Corp)
Expenses Relating to Real Property and other Assets. The transfer (or conveyance) fees relating to the Owned Real Estate and the costs, fees and expenses of all title commitments, title guaranties and title examinations relating to the procurement of the Title Commitments related to the Owned Real Estate and the Leased Real Estate referred to in Sections 2.1(a) and 5.2(g) herein, shall be allocated to, and shall be borne, solely and exclusively by BUYER. The costs, fees and expenses relating to the premiums, including any endorsements for extended coverage, premiums for all title insurance policies (including net of the costs of all title commitments, guaranties and examinations), recording costs and other similar costs, fees and expenses, if any, relating to the sale and transfer of the Owned Real Estate or the transfer of SELLER's interest in the Leased Real Estate including, but not limited to, any conveyance fees, taxes, recording costs and other similar fees and expenses relating to the sale and transfer of any other Assets, shall be allocated to, and shall be borne, solely and exclusively, by BUYER. To the extent BUYER requests SELLER or its attorneys to seek certain title endorsements or removal of exceptions noted on title commitments, BUYER shall reimburse SELLER at Closing for its attorney fees related thereto. In no event shall SELLER be required to undertake any negotiations with title insurance companies for any matters that relate to the scope of title insurance coverage or the Permitted Exceptions. BUYER shall reimburse SELLER at the Closing for all of the costs, fees and expenses allocated to BUYER pursuant to this Section 1.04(c1.4(c) but paid by SELLER in the manner specified in Section 6.04 6.4 herein. If this transaction does not close by virtue of a breach of this Agreement, the breaching party shall be responsible for and shall, as appropriate, reimburse the other party for its expenses as set forth herein. If this transaction does not close for any other reason, each party shall reimburse the other party upon termination of this Agreement for such party's share of expenses so that each party shall pay the same share of expenses as it would have paid at Closing.
Appears in 1 contract
Samples: Office Purchase and Assumption Agreement (Peoples Bancorp Inc)
Expenses Relating to Real Property and other Assets. The transfer (or conveyance) fees relating to the Owned Real Estate and the costs, fees and expenses of all title commitments, title guaranties and title examinations relating to the procurement of the Title Commitments related to the Owned Real Estate and the Leased Real Estate referred to in Sections 2.1(b) and 5.2(g) herein, shall be allocated to, and shall be borne, solely and exclusively by BANK ONE. The costs, fees and expenses relating to the premiums, including any endorsements for extended coverage, for all title insurance policies (including net of the costs of all title commitments, guaranties and examinations), recording costs and other similar costs, fees and expenses, if any, relating to the sale and transfer of the Owned Real Estate or the transfer of SELLERBANK ONE's interest in the Leased Real Estate including, but not limited to, any conveyance fees, taxes, recording costs and other similar fees and expenses relating to the sale and transfer of any other Assets, shall be allocated to, and shall be borne, solely and exclusively, by BUYER. To the extent BUYER requests SELLER BANK ONE or its attorneys to seek certain title endorsements or removal of exceptions noted on the title commitments, BUYER shall reimburse SELLER BANK ONE at Closing for its attorney fees related thereto. In no event shall SELLER BANK ONE be required to undertake any negotiations with the title insurance companies for any matters that relate to the scope of title insurance coverage or the Permitted Exceptions. BANK ONE shall reimburse BUYER at the Closing for all the costs, fees and expenses allocated to BANK ONE pursuant to this Section 1.4(c) but paid by BUYER, and BUYER shall reimburse SELLER BANK ONE at the Closing for all of the costs, fees and expenses allocated to BUYER pursuant to this Section 1.04(c1.4(c) but paid by SELLER BANK ONE in the manner specified in Section 6.04 6.4 herein. If this transaction does not close by virtue of a breach of this Agreement, the breaching party shall be responsible for and shall, as appropriate, reimburse the other party for its expenses as set forth herein. If this transaction does not close for any other reason, each party shall reimburse the other party upon termination of this Agreement for such party's share of expenses so that each party shall pay the same share of expenses as it would have paid at Closing.
Appears in 1 contract
Samples: Office Purchase and Assumption Agreement (Heartland Financial Usa Inc)