Common use of Expenses; Transfer Taxes Clause in Contracts

Expenses; Transfer Taxes. (a) Whether or not the Closing takes place, and except as otherwise expressly set forth herein, all costs and expenses incurred in connection with this Agreement and the Ancillary Agreements and the Transactions shall be paid by the party incurring such expense. (b) PEGC I OP shall pay one hundred percent (100%) of the HSR Act filing fee and any other filing fees relating to regulatory Filings and Consents required in connection with the Transactions (including fees relating to any filings required under Section 6.06(g)) (the “Regulatory Filing Expenses”). (c) All transfer Taxes applicable to the transfer of the Contributed Interests (the “Contribution Transfer Taxes“) shall be paid by PEGC I OP, provided that 50% of the Contribution Transfer Taxes be included in the Contribution Transaction Expenses. Each party shall use all reasonable efforts to avail itself of any available exemptions from any such Taxes or fees, and to cooperate with the other parties in providing any information and documentation that may be necessary to obtain such exemptions. (d) (i) PEGC I OP shall pay for all costs, fees and expenses necessary (A) to obtain each of the Debt Consents and Amendments, and (B) to refinance the Corporate Debt or other Indebtedness agreed upon by PEGC I OP and Contributors (in each case, including, without limitation, attorneys’ fees, diligence reports and customary fees payable to lenders under the Indebtedness) (collectively, the “Debt Expenses”) up to the Debt Consents and Amendments Cost Cap; and (ii) each of PEGC I OP on the one hand and the Contributors on the other shall split equally any additional Debt Expenses above the Debt Consents and Amendments Cost Cap.

Expenses; Transfer Taxes. (a) Whether or not the Closing takes place, and except Except as otherwise expressly set forth hereinherein (including the following sentence), all costs and expenses Expenses incurred in connection with this Agreement and the Ancillary Agreements and the Transactions transactions contemplated by this Agreement shall be paid by the party incurring such expense. (b) PEGC I OP Expenses, whether or not such transactions are consummated; provided that Parent and the Company shall pay one hundred percent (100%) contribute equally in payment of the HSR Act filing fee and any other all filing fees relating to regulatory Filings and Consents required in connection with the Transactions (including fees relating to any filings required under Section 6.06(g)) (the “Regulatory Filing Expenses”). (c) All transfer Taxes applicable to the transfer of the Contributed Interests (the “Contribution Transfer Taxes“) shall be paid by PEGC I OP, provided that 50% of the Contribution Transfer Taxes be included notification and report forms under any Antitrust and Foreign Investment Laws in the Contribution Transaction Expenses. Each party shall use all reasonable efforts to avail itself of any available exemptions from any such Taxes or fees, and to cooperate connection with the other parties in providing any information transactions contemplated by this Agreement; provided, further, that if this Agreement is terminated by Parent pursuant to Section 8.1(b)(iii), then the Company shall make the Company Expense Payment to Parent within two Business Days after such termination. Parent shall or, following the Effective Time, shall cause the Surviving Corporation to, timely and documentation that may be necessary to obtain such exemptions. (d) duly pay all (i) PEGC I OP shall pay for all coststransfer, stamp and documentary Taxes or fees and expenses necessary (A) to obtain each of the Debt Consents and Amendments, and (B) to refinance the Corporate Debt or other Indebtedness agreed upon by PEGC I OP and Contributors (in each case, including, without limitation, attorneys’ fees, diligence reports and customary fees payable to lenders under the Indebtedness) (collectively, the “Debt Expenses”) up to the Debt Consents and Amendments Cost Cap; and (ii) each sales, use, real property transfer and other similar Taxes or fees arising out of PEGC I OP on the one hand or in connection with entering into this Agreement and the Contributors consummation of the Merger; provided that, for the avoidance of doubt, that any Taxes imposed on income or gains as a result of the transactions contemplated by this Agreement shall be for the account of the applicable Company stockholder or holder of Company Options, Company RSUs, Company PSUs, or any other interest in the Company. For purposes of this Section 8.6, and as used elsewhere in this Agreement, “Company Expense Payment” means a cash payment to Parent in an amount equal to the aggregate amount of all reasonable and documented out-of-pocket fees, costs and other expenses (including reasonable legal fees, financial advisory fees, consultant fees, filing fees and travel expenses) actually incurred by Parent, in connection with this Agreement (including all fees and expenses relating directly or indirectly to the preparation and negotiation of this Agreement, the Confidentiality Agreement and the other shall split equally any additional Debt Expenses above the Debt Consents and Amendments Cost Capdocuments referred to in this Agreement, up to a maximum aggregate amount of $1,500,000.)

Expenses; Transfer Taxes. (a) Whether or not the Closing ------------------------ takes place, and except as otherwise expressly set forth hereinspecified in this Agreement, all costs and expenses incurred in connection with this Agreement and the Ancillary Agreements and the Transactions transactions contemplated hereby and thereby shall be paid by the party incurring such expense, including all costs and expenses incurred pursuant to Sections 1.04 and 5.05. (b) PEGC I OP shall pay one hundred percent (100%) of the HSR Act filing fee and any other filing fees relating to regulatory Filings and Consents required in connection with the Transactions (including fees relating to any filings required under Section 6.06(g)) (the “Regulatory Filing Expenses”). (c) All transfer Transfer Taxes applicable to the conveyance and transfer from Seller to Purchaser of the Contributed Interests (the “Contribution Transfer Taxes“) Acquired Assets and any other transfer or documentary Taxes or any filing or recording fees applicable to such conveyance and transfer shall be paid by PEGC I OP, provided that 50% of the Contribution Transfer Taxes be included in the Contribution Transaction ExpensesSeller. Each party shall use all reasonable efforts to avail itself of any available exemptions from any such Taxes or fees, and to cooperate with the other parties in providing any information and documentation that may be necessary to obtain such exemptions. (dc) (i) PEGC I OP The costs of preparing the land title surveys covering any or all of the Premises shall be shared as follows: Seller shall pay for all costs, fees and expenses necessary (A) to obtain each the preparation of the Debt Consents surveys with the minimum standard details required by the most current ALTA/ACSM guidelines; and AmendmentsPurchaser shall pay for the extra cost of optional details requested by Purchaser. Purchaser shall select and supervise the surveyor. (d) The cost of title insurance covering any or all of the Premises shall be shared as follows: Seller shall pay for providing current abstracts of title for all abstract parcels and current registered property abstracts for all Torrens parcels, including name searches and special assessment searches, and Purchaser shall pay all premiums and surcharges for title insurance policies and endorsements. Purchaser shall select and supervise the title insurance company. (Be) The costs of obtaining and recording title clearance documents (including Lien releases, easement releases and Torrens orders) covering any or all of the Premises shall be borne by Seller. Seller shall pay the fees of escrow agents hired to refinance hold escrows for title clearance. (f) The costs of recording documents conveying title from Seller to Purchaser (including deeds and assignments) covering any or all of the Corporate Debt or other Indebtedness agreed upon Premises shall be borne by PEGC I OP Purchaser, except that Seller shall pay all Transfer Taxes as provided in Section 5.06(b). (g) Seller and Contributors (in each case, including, without limitation, attorneys’ fees, diligence reports and customary fees payable to lenders under Purchaser shall share equally the Indebtedness) (collectively, closing fee charged by the “Debt Expenses”) up to the Debt Consents and Amendments Cost Cap; and (ii) each of PEGC I OP on the one hand and the Contributors on the other shall split equally any additional Debt Expenses above the Debt Consents and Amendments Cost Captitle insurance company.

Expenses; Transfer Taxes. (a) Whether or If Closing does not the Closing takes take place, and except as otherwise expressly set forth hereinin this Agreement or the Non-US Sale Agreement or as agreed from time to time by SELLER and BUYER in writing, all fees, costs and expenses incurred in connection with this Agreement the Transaction and the Ancillary Agreements Non-US Transaction, including the preparation and negotiation of the Transaction Documents, shall be paid by the Person incurring such expense; provided, that (i) BUYER agrees to pay all administrative fees and legal cost arising in connection with the preparation of regulatory filings and obtaining of Governmental Consents or clearances (other than fees of any lawyers retained by SELLER to act solely on behalf of SELLER, which fees shall be paid by SELLER) ("Regulatory Costs") for the Transaction and (ii) each of BUYER and SELLER shall pay 50% of all Regulatory Costs for the Non- US Transaction. (b) If the Closing takes place, (i) all fees, costs and expenses of BUYER and its Affiliates incurred in connection with the Transactions and all Regulatory Costs for the Transactions and the Non-US Transactions required to be paid by BUYER under 8.02(a) shall be paid by SER at the Closing, (ii) all fees, costs and expenses of SELLER and its Affiliates incurred in connection with the Transactions and the Non-US Transactions shall be paid by SELLER or its Affiliates (other than the party incurring such expense. Companies and the Non-US Companies), and (biii) PEGC I OP shall pay one hundred percent (100%) of the HSR Act filing fee all liabilities, obligations and any other commitments for filing fees and Transfer Taxes relating to regulatory Filings and Consents required in connection with the Transactions (including fees relating to any filings required under Section 6.06(g)) (the “Regulatory Filing Expenses”). (c) All transfer Taxes applicable to the transfer of the Contributed Interests (the “Contribution Transfer Taxes“) shall be paid shared equally by PEGC I OPSER and SELLER; provided, provided that if more than 50% of the Contribution any such liabilities, obligations or -------- commitments for filing fees or Transfer Taxes be included in are imposed by Applicable Law upon SELLER or its Affiliates (other than the Contribution Transaction ExpensesCompanies and the Non-US Companies), on the one hand, or upon SER or any Company or Non-US Company, on the other hand, then the Seller or SER, as applicable, shall reimburse the other for such excess promptly upon SELLER or SER as applicable, providing reasonable supporting documentation of such filing fees or Transfer Taxes and the payment thereof. Each party shall use all reasonable efforts to avail itself of any available exemptions from any such Taxes or feesThe Parties shall, and to shall cause their respective Affiliates to, cooperate with the each other parties in providing any information and documentation that may be necessary to obtain exemptions from any such exemptionsTransfer Tax. (d) (i) PEGC I OP shall pay for all costs, fees and expenses necessary (A) to obtain each of the Debt Consents and Amendments, and (B) to refinance the Corporate Debt or other Indebtedness agreed upon by PEGC I OP and Contributors (in each case, including, without limitation, attorneys’ fees, diligence reports and customary fees payable to lenders under the Indebtedness) (collectively, the “Debt Expenses”) up to the Debt Consents and Amendments Cost Cap; and (ii) each of PEGC I OP on the one hand and the Contributors on the other shall split equally any additional Debt Expenses above the Debt Consents and Amendments Cost Cap.

Expenses; Transfer Taxes. (aA) Whether or not the Closing takes place, and except Except as otherwise expressly provided for in this Agreement, the Buyer will pay all of its own expenses (including fees and expenses of attorneys, accountants, investment bankers, brokers, and other professional advisors) in connection with the negotiation of this Agreement, the performance of its obligations under this Agreement and the EXECUTION consummation of the transactions contemplated by this Agreement (whether consummated or not). (B) Except as otherwise expressly provided for in this Agreement, the Sellers will each pay all of their own investment banking and broker fees and expenses (including all amounts due and owing to Kaulkin Xxxxxxxx Company arising out of or relating to the transaction contemplated by this Agreement) and all fees and expenses of attorneys, accountants, investment bankers, brokers, and other professional advisors arising out of or relating to the negotiation of any employment or non-competition agreement. Except as set forth hereinin the preceding sentence, all costs the Buyer shall cause the Company or its designee to pay the attorneys and accountants fees and expenses (but no other professional's fees and expenses) (the "Professional Fees") incurred on behalf of the Sellers in connection with the negotiation of this Agreement and the consummation of the transactions contemplated by this Agreement (whether consummated or not) up to a maximum amount of $100,000; provided, however, that the Sellers shall provide to the Buyer detailed invoices from each applicable law firm and accounting firm describing such fees and expenses not later than fifteen days after the Closing Date. The Buyer shall pay the Professional Fees at the Closing or not later than five days after receiving such detailed invoices, whichever is later. As between the Buyer and the Sellers, the Sellers, jointly and severally, shall be responsible for paying any Professional Fees in excess of $100,000. As among the Sellers, each Seller agrees that such Seller shall be responsible for any and all of their Professional Fees in excess of the amount paid by the Buyer or the Company pursuant to this section. (C) All transfer, documentary, sales, use, registration, value-added and other similar Taxes (including all applicable real estate transfer Taxes and real property transfer gains Taxes and including any filing and recording fees) and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this the Agreement and the Ancillary Agreements and the Transactions shall transactions contemplated this Agreement ("Transfer Taxes") will be paid by the party incurring such expense. (b) PEGC I OP shall pay one hundred percent (100%) of the HSR Act filing fee and any other filing fees relating to regulatory Filings and Consents required in connection with the Transactions (including fees relating to any filings required under Section 6.06(g)) (the “Regulatory Filing Expenses”). (c) All transfer Taxes applicable to the transfer of the Contributed Interests (the “Contribution Transfer Taxes“) shall be paid by PEGC I OP, provided that 50% of the Contribution Transfer Taxes be included in the Contribution Transaction ExpensesSellers. Each party shall Party will use all commercially reasonable efforts to avail itself of any available exemptions from any such Taxes or feesTransfer Taxes, and to cooperate with the other parties in providing any information and documentation that may be necessary to obtain such exemptions. (d) (i) PEGC I OP shall pay for all costs, fees and expenses necessary (A) to obtain each of the Debt Consents and Amendments, and (B) to refinance the Corporate Debt or other Indebtedness agreed upon by PEGC I OP and Contributors (in each case, including, without limitation, attorneys’ fees, diligence reports and customary fees payable to lenders under the Indebtedness) (collectively, the “Debt Expenses”) up to the Debt Consents and Amendments Cost Cap; and (ii) each of PEGC I OP on the one hand and the Contributors on the other shall split equally any additional Debt Expenses above the Debt Consents and Amendments Cost Cap.

Expenses; Transfer Taxes. (a) Whether Pursuant to this Section and Section 4.03 of the IPC Purchase Agreement, whether or not the Initial Closing or the Final Closing takes place, and except as otherwise expressly explicitly set forth hereinin this Agreement or the IPC Purchase Agreement, all costs and expenses incurred in connection with the negotiation and execution of this Agreement and the Ancillary Agreements Agreements, each other agreement, document and instrument contemplated by hereby and thereby, and the Transactions consummation of the Acquisitions, the IPC Acquisition, the Reorganization and the other transactions contemplated hereby and thereby (including fees, costs and expenses of legal counsel, financial advisors and other representatives and consultants), shall be paid borne solely by the party incurring such expense. costs or expenses. Notwithstanding the foregoing, (a) all fees, costs and expenses (other than fees, costs and expenses of legal counsel) incurred in connection with compliance with and filings and approvals under the HSR Act required for the Acquisitions or the IPC Acquisition shall be shared equally by the Purchaser, on the one hand, and the Seller and IPC (pursuant to Section 4.03 of the IPC Purchase Agreement), on the other hand, and (b) PEGC I OP shall pay one hundred percent (100%) of the HSR Act filing fee and any other filing fees relating to regulatory Filings and Consents required all Transfer Taxes payable in connection with the Transactions (including fees relating to any filings required under Section 6.06(g)) (the “Regulatory Filing Expenses”). (c) All transfer Taxes applicable to the transfer consummation of the Contributed Interests (Acquisitions, the “Contribution Transfer Taxes“) IPC Acquisition, the Reorganization and the other the transactions contemplated hereby and thereby shall be paid shared equally by PEGC I OPthe Purchaser, provided that 50% of the Contribution Transfer Taxes be included in the Contribution Transaction Expenses. Each party shall use all reasonable efforts to avail itself of any available exemptions from any such Taxes or fees, and to cooperate with the other parties in providing any information and documentation that may be necessary to obtain such exemptions. (d) (i) PEGC I OP shall pay for all costs, fees and expenses necessary (A) to obtain each of the Debt Consents and Amendments, and (B) to refinance the Corporate Debt or other Indebtedness agreed upon by PEGC I OP and Contributors (in each case, including, without limitation, attorneys’ fees, diligence reports and customary fees payable to lenders under the Indebtedness) (collectively, the “Debt Expenses”) up to the Debt Consents and Amendments Cost Cap; and (ii) each of PEGC I OP on the one hand hand, and the Contributors Seller and IPC (pursuant to Section 4.03 of the IPC Purchase Agreement), on the other shall split equally any additional Debt Expenses above the Debt Consents and Amendments Cost Caphand.

Expenses; Transfer Taxes. (a) Whether or not the Closing takes place, Subject to paragraphs (b) and except as otherwise expressly set forth herein(c) below, all costs and expenses incurred in connection with this Agreement and the Ancillary Agreements and the Transactions transactions contemplated by this Agreement shall be paid by the party incurring such expense. (b) PEGC I OP expenses, except that Buyer shall pay one hundred percent (100%) of be responsible for paying, whether or not the HSR Act filing fee and Merger or any other transaction is consummated, all filing, consent or similar fees associated with making any filing fees relating to regulatory Filings and Consents required in connection with the Transactions (including fees relating to or notification to, or obtaining any filings required under Section 6.06(g)) (the “Regulatory Filing Expenses”). (c) All transfer Taxes applicable to the transfer of the Contributed Interests (the “Contribution Transfer Taxes“) shall be paid by PEGC I OPconsent or approval from, provided that 50% of the Contribution Transfer Taxes be included in the Contribution Transaction Expenses. Each party shall use all reasonable efforts to avail itself of any available exemptions from any such Taxes or fees, and to cooperate with the other parties in providing any information and documentation Governmental Authority that may be necessary required to obtain such exemptions. (d) (i) PEGC I OP shall pay for consummate the transactions contemplated by this Agreement, including all costs, fees and expenses necessary associated with the Antitrust Filings. (Ab) Notwithstanding anything to obtain each the contrary contained herein, Buyer shall pay all documentary, sales, use, real property transfer, real property gains, registration, value added, transfer, stamp, recording and similar Taxes, fees, and costs together with any interest thereon, penalties, fines, costs, fees, additions to tax or additional amounts with respect thereto incurred in connection with this Agreement and the transactions contemplated hereby regardless of who may be liable therefor under applicable Law. (c) If a Reimbursement Event (as defined below in this Section 8.4(c)) occurs, then Parent shall be liable to reimburse the Company for any reasonable and documented fees, costs and expenses (up to a maximum liability of $3,000,000) incurred by (or on behalf of) it or any of its Subsidiaries in connection with this Agreement or the transactions contemplated hereby (including legal and accounting fees, costs and expenses and any amount paid by or on behalf of SXXX/0000 X.00xx Xxxxxx, LLC pursuant to Section 2.9 of the Debt Consents Deed of Trust, Security Agreement and AmendmentsFixture Filing, dated as of April 13, 2006, by and among SFAM/4400 E. 26th Street, LLC, Chicago Title Company and Wachovia Bank, N.A.). Parent shall make any such reimbursement payment to the Company by wire transfer of immediately available funds within five Business Days of receiving a written request for the same (Bincluding reasonable supporting documentation) from the Company. A “Reimbursement Event” shall be deemed to refinance have occurred if (i) this Agreement is terminated at any time following the Corporate Debt Termination Date pursuant to Section 8.1(b) or other Indebtedness agreed upon by PEGC I OP and Contributors (in each case, including, without limitation, attorneys’ fees, diligence reports and customary fees payable c) (with respect to lenders an Order or action under the IndebtednessHSR Act or any Foreign Competition Law) (collectively, the “Debt Expenses”) up to the Debt Consents and Amendments Cost Cap; and (ii) each at the time of PEGC I OP on such termination, the one hand and condition set forth in Section 7.1(a) or (b) (with respect to any Law or Order relating to the Contributors on the other shall split equally HSR Act or any additional Debt Expenses above the Debt Consents and Amendments Cost CapForeign Competition Law) has not been satisfied.

Expenses; Transfer Taxes. (a) Whether or not the Closing takes place, and except Except as otherwise expressly set forth hereinprovided in this Agreement, the Parties will pay all of their own respective fees, costs and expenses (including fees, costs and expenses of legal counsel, accountants, investment bankers, brokers or other representatives and consultants and survey and appraisal fees, costs and expenses) incurred in connection with the negotiation, execution and delivery of this Agreement and the Ancillary Agreements and the Transactions shall be paid by the party incurring such expenseother agreements contemplated hereby. (b) PEGC I OP shall The Seller will pay one hundred percent (100%i) one-half of the HSR Act filing fee escrow fees, if any; (ii) the costs of recording title clearance documents removing any and all liens encumbering the Purchased Real Property that Seller is required by Section 5.6 to clear; (iii) the premium for the Title Policy and all costs of any additional coverage under the Title Policy or endorsements or deletions to the Title Policy that are desired by the Purchasers; (iv) a $100,000.00 personal property adjustment in favor of Wasco I; and (v) a $125,000.00 personal property tax adjustment in favor of Wasco I. (c) The Purchasers will pay (i) the cost of recording the Grant Deeds; (ii) all premiums and other filing costs for any mortgagee policy of title insurance, if any, including any endorsements or deletions; (iii) the costs of any survey of the Purchased Real Property; and (iv) one-half of the escrow fees, if any. (d) The Purchasers will pay all sales, use, transfer, real property transfer, recording, gains and other similar taxes and fees relating to regulatory Filings (such taxes and Consents required fees, including any interest or penalties thereon, are herein sometimes called “Transfer Taxes”) arising out of or in connection with the Transactions (including fees relating sale of the Purchased Assets effected pursuant to this Agreement, in each case, as required by Applicable Law. Notwithstanding the preceding sentence, in the case of any filings required under Section 6.06(g)) (the “Regulatory Filing Expenses”). (c) All transfer Taxes applicable sales taxes imposed with respect to the transfer of the Contributed Interests Purchased Assets hereunder, the Purchasers will pay to the Seller the sales taxes applicable to such transfer at the Closing (which, for avoidance of doubt, will be in addition to the “Contribution Transfer Taxes“) shall be paid by PEGC I OP, provided that 50% of the Contribution Transfer Taxes be included in the Contribution Transaction Expenses. Each party shall use all reasonable efforts to avail itself of any available exemptions from any such Taxes or feesPurchase Price), and to cooperate with the other parties in providing any information and documentation that may be necessary to obtain Seller will remit such exemptions. (d) (i) PEGC I OP shall pay for all costs, fees and expenses necessary (A) to obtain each of the Debt Consents and Amendments, and (B) to refinance the Corporate Debt or other Indebtedness agreed upon by PEGC I OP and Contributors (in each case, including, without limitation, attorneys’ fees, diligence reports and customary fees payable to lenders under the Indebtedness) (collectively, the “Debt Expenses”) up sales tax to the Debt Consents appropriate taxing authority and Amendments Cost Cap; and (ii) each of PEGC I OP on the one hand and the Contributors on the other shall split equally any additional Debt Expenses above the Debt Consents and Amendments Cost Capfile all sales tax returns applicable to such sales tax.

Expenses; Transfer Taxes. (a) Whether or not the Closing takes placeoccurs, and except as otherwise expressly set forth hereinprovided in this Agreement, all costs costs, fees (including any filing fees) and expenses incurred in connection with this Agreement and the Ancillary Agreements Related Documents and the Transactions transactions contemplated hereby and thereby shall be paid by the party incurring such expense, including all costs and expenses incurred pursuant to Section 8.4(a); provided, however, that for the avoidance of doubt this Section 8.6(a) shall not apply to any matter related or attributable to Taxes. (bi) PEGC I OP shall pay one hundred percent Notwithstanding anything contained in this Agreement to the contrary, all transfer, documentary, sales, use, registration, value-added and other similar Taxes (100%including all applicable real estate transfer Taxes and real property transfer gains Taxes and including any filing and recording fees) of the HSR Act filing fee and related amounts (including any other filing fees relating penalties, interest and additions to regulatory Filings and Consents required Tax) incurred in connection with the Transactions transactions contemplated by this Agreement (including fees relating to any filings required under Section 6.06(g)“Transfer Taxes”) shall be borne fifty percent (50%) by the “Regulatory Filing Expenses”)Buyer and fifty percent (50%) by the Sellers. (cii) All transfer Taxes Subject to Section 8.6(b)(iii), the Corporation shall prepare and file (or cause to be prepared and filed) all Returns required to be filed under applicable Law in respect of Transfer Taxes, and shall pay (or cause to be paid) to the transfer applicable taxing authorities the Transfer Taxes shown to be due and payable on the face of such Returns. Sellers’ Representative agrees to cooperate in the preparation and filing of such Returns, and agrees to pay out of the Contributed Interests (Indemnity Escrow Account to the “Contribution Transfer Taxes“) shall be paid by PEGC I OPCorporation, provided that 50% on behalf of the Contribution Transfer Taxes be included in the Contribution Transaction Expenses. Each party shall use all reasonable efforts to avail itself Sellers, their share of any available exemptions from any such Taxes or fees, and prior to cooperate with the other parties in providing any information and documentation that may be necessary to obtain date such exemptionsReturns are filed. (diii) Buyer shall prepare and file (ior cause to be prepared and filed) PEGC I OP all Returns required to be filed under applicable Law by Buyer or any member of the Company Group in respect of Transfer Taxes, and shall pay for all costs, fees and expenses necessary (Aor cause to be paid) to obtain each the applicable taxing authorities the Transfer Taxes shown to be due and payable on the face of such Returns. Sellers’ Representative agrees to cooperate in the preparation and filing of such Returns, and agrees to pay out of the Debt Consents and Amendments, and (B) to refinance the Corporate Debt or other Indebtedness agreed upon by PEGC I OP and Contributors (in each case, including, without limitation, attorneys’ fees, diligence reports and customary fees payable to lenders under the Indebtedness) (collectively, the “Debt Expenses”) up Indemnity Escrow Account to the Debt Consents and Amendments Cost Cap; and (ii) each Corporation, on behalf of PEGC I OP on the one hand and Sellers, their share of such Taxes prior to the Contributors on the other shall split equally any additional Debt Expenses above the Debt Consents and Amendments Cost Capdate such Returns are filed.

Expenses; Transfer Taxes. (a) Whether Pursuant to this Section and Section 6.06 of the Master Purchase Agreement, whether or not the Closing takes place, and except as otherwise expressly explicitly set forth hereinin this Agreement or the Master Purchase Agreement, all costs and expenses incurred in connection with the negotiation and execution of this Agreement and the Ancillary Agreements Agreements, each other agreement, document and instrument contemplated by hereby and thereby, and the Transactions consummation of the Acquisition, the SW Acquisitions, the SW Reorganization, the IPC Reorganization and the other transactions contemplated hereby and thereby (including fees, costs and expenses of legal counsel, financial advisors and other representatives and consultants), shall be paid borne solely by the party incurring such expense. costs or expenses. Notwithstanding the foregoing, (a) all fees, costs and expenses (other than fees, costs and expenses of legal counsel) incurred in connection with compliance with and filings and approvals under the HSR Act required for the Acquisition or the SW Acquisitions shall be shared equally by the Purchaser, on the one hand, and the Seller and the Parent (pursuant to Section 6.06 of the Master Purchase Agreement), on the other hand, and (b) PEGC I OP shall pay one hundred percent (100%) of the HSR Act filing fee and any other filing fees relating to regulatory Filings and Consents required all Transfer Taxes payable in connection with the Transactions (including fees relating to any filings required under Section 6.06(g)) (the “Regulatory Filing Expenses”). (c) All transfer Taxes applicable to the transfer consummation of the Contributed Interests (Acquisition, the “Contribution Transfer Taxes“) SW Acquisitions, the SW Reorganization, the IPC Reorganization and the other the transactions contemplated hereby and thereby shall be paid shared equally by PEGC I OPthe Purchaser, provided that 50% of the Contribution Transfer Taxes be included in the Contribution Transaction Expenses. Each party shall use all reasonable efforts to avail itself of any available exemptions from any such Taxes or fees, and to cooperate with the other parties in providing any information and documentation that may be necessary to obtain such exemptions. (d) (i) PEGC I OP shall pay for all costs, fees and expenses necessary (A) to obtain each of the Debt Consents and Amendments, and (B) to refinance the Corporate Debt or other Indebtedness agreed upon by PEGC I OP and Contributors (in each case, including, without limitation, attorneys’ fees, diligence reports and customary fees payable to lenders under the Indebtedness) (collectively, the “Debt Expenses”) up to the Debt Consents and Amendments Cost Cap; and (ii) each of PEGC I OP on the one hand hand, and the Contributors Seller and the Parent (pursuant to Section 6.06 of the Master Purchase Agreement), on the other shall split equally any additional Debt Expenses above the Debt Consents and Amendments Cost Caphand.

Expenses; Transfer Taxes. (a) Whether or not the Closing takes place, and except Except as otherwise expressly specifically set forth hereinin this Agreement, all costs and expenses incurred in connection with this Agreement and the Ancillary Agreements Related Documents and the Transactions shall be paid by the party Party incurring such expense. (b) PEGC I OP shall pay one hundred percent The cost of all transfer, documentary, sales, use, registration, value added and other similar Taxes (100%) of the HSR Act filing fee including all applicable real estate transfer Taxes, real property transfer gains Taxes and any other filing fees relating and recording fees) and related amounts (including any penalties, interest and additions to regulatory Filings and Consents required Tax) incurred in connection with this Agreement, the Related Documents and the Transactions (including fees relating to any filings required under Section 6.06(g)) (the “Regulatory Filing Expenses”). (c) All transfer Taxes applicable to the transfer of the Contributed Interests (the “Contribution Transfer Taxes“”) shall be paid borne fifty percent (50%) by PEGC I OPBuyer, provided that on the one hand, and fifty percent (50% %) by Seller, on the other hand. The Parties shall cooperate in preparing and filing of the Contribution all Tax Returns relating to such Transfer Taxes which shall be included in timely prepared and filed by the Contribution Transaction ExpensesParty legally obligated to make such filing. Each party The Parties shall cooperate to use all commercially reasonable efforts to avail itself of obtain any available exemptions from any such Taxes or feesTransfer Taxes, and to cooperate with the other parties in providing any information and documentation that may be necessary to obtain such exemptions. (dc) Buyer shall be responsible for and, to the extent paid by Seller or one of its Affiliates, reimburse Seller at Closing, for the costs of all (i) PEGC I OP shall pay for all coststitle insurance policies (including any lender policies) incurred in connection with this Transaction, fees including any searches, examinations and expenses necessary (A) to obtain each of the Debt Consents and Amendmentsrelated charges incurred in connection therewith, and (B) to refinance the Corporate Debt or other Indebtedness agreed upon by PEGC I OP and Contributors (in each case, including, without limitation, attorneys’ fees, diligence reports and customary fees payable to lenders under the Indebtedness) (collectively, the “Debt Expenses”) up to the Debt Consents and Amendments Cost Cap; and (ii) each current surveys relating to the Owned Real Property and/or Leased Company Property and (iii) any updates to a Phase I report for the Owned Real Property and Leased Company Property, including any applicable reliance fees with respect to any rights of PEGC reliance provided to Buyer and/or the Financing Sources in connection with such Phase I OP on the one hand and the Contributors on the other shall split equally any additional Debt Expenses above the Debt Consents and Amendments Cost Capupdate.