Common use of Fees and Closing Costs Clause in Contracts

Fees and Closing Costs. The fees and costs incidental to the Acquisition or the Closing shall be paid as follows: (a) Sellers shall pay: (i) the cost of obtaining each Title Policy (excluding the cost of any endorsements thereto requested by Buyer) for those Properties set forth on Schedule 5.4(a)(i), (ii) all real estate recordation, documentary, transfer, or sales taxes, if any, payable in connection with recording the Deeds or other instruments to be recorded in connection with the conveyance of those Properties set forth on Schedule 5.4(a)(ii), and (iii) one-half of the escrow fees and charges of Escrow Holder. (b) Buyer shall pay: (i) all costs related to Buyer’s due diligence, including the costs of updating existing, or preparing new, environmental assessment reports, property condition reports or property surveys, including, without limitation, the cost of the Reliance Letters; (ii) all real estate recordation, documentary, transfer, or sales taxes, if any, payable in connection with recording the Deeds or other instruments to be recorded in connection with the conveyance of those Properties set forth on Schedule 5.4(b)(ii); (iii) in connection with the release, reconveyance, discharge or satisfaction at Closing of the mortgages and deeds of trust encumbering any Property and the debts secured by any such mortgages and deeds of trust as set forth on Schedule 5.4(b)(iii) (the “Buyer Discharged Debt”), and, unless assumed by Buyer, the Loan Documents, any costs or fees due and payable in connection with any such release, reconveyance, discharge or satisfaction, including, without limitation, any prepayment premium, yield maintenance, breakage fees or costs, exit fees, defeasance costs and other similar fees and costs but in no event shall such costs or fees include the principal or accrued interest or other charges owed under the Buyer Discharged Debt or, if applicable, the Loan Documents, which, in all instances, shall be paid by Sellers pursuant to Section 6.1; (iv) if Buyer assumes any Loan and Loan Documents pursuant to Section 13.5, all assumption fees and costs charged by Lenders in connection with the assumption of the Loans and Loan Documents by Buyer; (v) any sales tax in connection with the transfer to Buyer of the Personal Property and Goods and Inventory owned by Sellers with respect to the CLP Managed Properties, as calculated in a manner consistent with the Allocated Purchase Price, (vi) one-half of the escrow fees and charges of Escrow Holder; and (vii) the cost of obtaining any endorsements to any Title Policy requested by Buyer and the cost of obtaining each Title Policy for those Properties set forth on Schedule 5.4(b)(vii); and (viii) in connection with the termination of any Terminated Management Agreements or any Management Agreements which are terminated as a result of a conversion of any Management Agreement relationship to a leasehold relationship, any costs or fees due and payable in connection with any such termination, but in no event shall such costs or fees include any fees and charges accrued and payable to the applicable Manager as of the termination of such Management Agreement, which, in all instances, shall be paid by the applicable Seller pursuant to Section 8.3. (c) Buyer and Seller shall each pay their own legal fees, advisor fees and other incidental expenses incurred in connection with the transactions contemplated by this Agreement. (d) All closing costs not otherwise specified in this Section 5.4 shall be paid by the parties in accordance with customary practice for similar transactions in the jurisdiction in which the applicable Property is located. (e) Each party may allocate the Purchase Price for each Property in such manner as it determines appropriate for local, state or federal income taxes without the consent of the other; provided, however, that to the extent that the parties must jointly execute any transfer tax or similar form, the parties shall mutually agree, in their reasonable discretion, upon the amounts to be set forth in any such transfer tax or similar form. (f) The provisions of this Section 5.4 shall survive the Closing or earlier termination of this Agreement.

Fees and Closing Costs. The fees and costs incidental to the Acquisition or and/or the Closing shall be paid as follows: (a) Sellers shall pay: (i) the cost of obtaining each Title Policy (excluding the cost releasing or reconveying any mortgage or deed of trust encumbering any endorsements thereto requested by Buyer) for those Properties set forth on Schedule 5.4(a)(i), Golf Course Property; (ii) one-half of all real estate recordation, recordation charges or documentary, transfer, transfer or sales recording fees or taxes, if any, payable in connection with recording the Deeds or other instruments to be recorded in connection with the conveyance of those Properties set forth on Schedule 5.4(a)(ii), and the Golf Course Properties; (iii) one-half of the escrow fees and charges of Escrow Holder; (iv) the cost of obtaining any Landlord’s Consents or estoppels from Landlords under the Leases, and (v) any sales tax in connection with the transfer to Buyer or EAGL of the Personal Property (provided that Buyer and EAGL agree to take such actions as Sellers may reasonably request to avoid or minimize any such sales tax, including obtaining and providing to Sellers a resale certificate); and (vi) reasonable expenses incurred in connection with obtaining the LV Partner Consent. (b) Buyer shall pay: pay (i) all costs related to Buyer’s due diligence, including the costs of updating existing, or preparing new, environmental assessment reports, property condition reports or property surveys, including, without limitation, the cost of the Reliance Letters; (ii) one-half of all real estate recordation, recordation charges or documentary, transfer, transfer or sales recording fees or taxes, if any, payable in connection with recording the Deeds or other instruments to be recorded in connection with the conveyance of those Properties set forth on Schedule 5.4(b)(ii)the Golf Course Properties; (iii) in connection all costs associated with the releaselease or sublease, reconveyanceas applicable, discharge or satisfaction at Closing of the mortgages and deeds CNL Properties by Buyer to EAGL, including any cost, tax or assessment relating to the recording of trust encumbering any Property and the debts secured by any such mortgages and deeds memoranda or notice of trust as set forth on Schedule 5.4(b)(iii) (the “Buyer Discharged Debt”), and, unless assumed by Buyer, the Loan Documents, any costs lease or fees due and payable in connection with any such release, reconveyance, discharge or satisfaction, including, without limitation, any prepayment premium, yield maintenance, breakage fees or costs, exit fees, defeasance costs and other similar fees and costs but in no event shall such costs or fees include the principal or accrued interest or other charges owed under the Buyer Discharged Debt or, if applicable, the Loan Documents, which, in all instances, shall be paid by Sellers pursuant to Section 6.1sublease associated therewith; (iv) if Buyer assumes any Loan and Loan Documents pursuant to Section 13.5, all assumption fees and costs charged by Lenders in connection with the assumption of the Loans and Loan Documents by Buyer; (v) any sales tax in connection with the transfer to Buyer of the Personal Property and Goods and Inventory owned by Sellers with respect to the CLP Managed Properties, as calculated in a manner consistent with the Allocated Purchase Price, (vi) one-half of the escrow fees and charges of Escrow Holder; and (vii) the cost of obtaining any endorsements to any Title Policy requested by Buyer and the cost of obtaining each Title Policy for those Properties set forth on Schedule 5.4(b)(vii); (including the cost of any endorsements thereto requested by Buyer) and (viiiv) in connection with the termination of buyout payments for any Terminated Management Agreements or any Management Agreements which are terminated as a result of a conversion of any Management Agreement relationship Leased Equipment that Buyer elects to a leasehold relationship, any costs or fees due and payable in connection with any such termination, but in no event shall such costs or fees include any fees and charges accrued and payable to the applicable Manager as of the termination of such Management Agreement, which, in all instances, shall be paid by the applicable Seller purchase pursuant to Section 8.33.7(a)(i). (c) Buyer and Seller shall each pay their own legal fees, advisor fees and other incidental expenses incurred in connection with the transactions contemplated by this Agreement, except that the fees and costs associated with the audit of financial statements by Sellers auditors, described in Section 13.17, shall be paid by Buyer in accordance with the Audit Letter Agreement, as amended. (d) All closing costs not otherwise specified in this Section 5.4 6.5 shall be paid by the parties in accordance with customary practice for similar transactions Buyer or Sellers in the jurisdiction manner customary in the county in which the applicable Golf Course Property is located. . The parties agree to cooperate reasonably with each other to minimize the real estate recordation charges or documentary, transfer or recording fees or taxes payable pursuant to Sections 6.5(a) and 6.5(b). With respect to the EAGL Properties, the values used to calculate such fees or taxes shall (e) Each party may allocate the Purchase Price for each Property in such manner as it determines appropriate for local, state or federal income taxes without the consent of the other; provided, however, that to the extent that the parties must jointly execute any transfer tax or similar form, the parties shall mutually agree, in their reasonable discretion, relevant taxing authority agrees) be based upon the amounts appraised values as determined by the appraisals obtained by EAGL prior to be set forth in any such transfer tax or similar formClosing. (f) The provisions of this Section 5.4 shall survive the Closing or earlier termination of this Agreement.

Fees and Closing Costs. The parties agree to payment and accounting of the following fees and costs incidental to in the Acquisition or the Closing shall be paid as followsfollowing manner: 5.3.1 At Closing, Partnership shall pay to LCOR Asset Management Limited Partnership, a Delaware limited partnership ("LCOR"), (a) Sellers shall pay: a fee in the amount of Ninety-Five Thousand Dollars (i$95,000) (the cost "Financing Fee") in consideration for the Existing Mortgagee's agreement to cancel the Note and satisfy the Mortgage upon payment to the Existing Mortgagee of obtaining each Title Policy (excluding the cost of any endorsements thereto requested by Buyer) for those Properties set forth on Schedule 5.4(a)(i), (ii) all real estate recordation, documentary, transfer, or sales taxes, if any, payable in connection with recording the Deeds or other instruments to be recorded in connection with the conveyance of those Properties set forth on Schedule 5.4(a)(ii)Existing Mortgage Payment, and (iii) one-half of the escrow fees and charges of Escrow Holder. (b) Buyer shall pay: a fee in the amount of Fifty Thousand Dollars (i) all costs related to Buyer’s due diligence, including the costs of updating existing, or preparing new, environmental assessment reports, property condition reports or property surveys, including, without limitation, the cost of the Reliance Letters; (ii) all real estate recordation, documentary, transfer, or sales taxes, if any, payable in connection with recording the Deeds or other instruments to be recorded in connection with the conveyance of those Properties set forth on Schedule 5.4(b)(ii); (iii) in connection with the release, reconveyance, discharge or satisfaction at Closing of the mortgages and deeds of trust encumbering any Property and the debts secured by any such mortgages and deeds of trust as set forth on Schedule 5.4(b)(iii$50,000) (the “Buyer Discharged Debt”)"Management Termination Fee") for termination of an existing Management Agreement dated October 1, and1986, unless assumed by Buyerand between Contributor and Realty Management Company of South Jersey, the Loan DocumentsInc. ("Former Manager") and assigned January 18, any costs or fees due and payable in connection with any such release1995 by Former Manager to LCOR, reconveyance, discharge or satisfaction, including, without limitation, any prepayment premium, yield maintenance, breakage fees or costs, exit fees, defeasance costs and other similar fees and costs but in no event shall such costs or fees include the principal or accrued interest or other charges owed under the Buyer Discharged Debt or, if applicable, the Loan Documents, which, in all instances, shall be paid by Sellers pursuant to Section 6.1; (iv) if Buyer assumes any Loan and Loan Documents pursuant to Section 13.5, all assumption fees and costs charged by Lenders in connection with the assumption of the Loans and Loan Documents by Buyer; (v) any sales tax in connection with the transfer to Buyer of the Personal Property and Goods and Inventory owned by Sellers with respect to the CLP Managed Properties, as calculated in a manner consistent with the Allocated Purchase Price, (vi) one-half management of the escrow fees and charges of Escrow Holder; and Property (vii) the cost of obtaining any endorsements to any Title Policy requested by Buyer and the cost of obtaining each Title Policy for those Properties set forth on Schedule 5.4(b)(vii); and (viii) in connection with the termination of any Terminated Management Agreements or any Management Agreements which are terminated as a result of a conversion of any Management Agreement relationship to a leasehold relationship, any costs or fees due and payable in connection with any such termination, but in no event shall such costs or fees include any fees and charges accrued and payable to the applicable Manager as of the termination of such "Management Agreement, which, in all instances, shall be paid by the applicable Seller pursuant to Section 8.3"). (c) Buyer 5.3.2 At or prior to Closing, Partnership shall pay the following costs and Seller shall each pay their own legal fees, advisor fees and other incidental expenses incurred in connection with applicable to the transactions contemplated by this Agreement.: (a) legal fees and costs of outside counsel representing Contributor in such transactions; (b) legal fees and costs of outside counsel representing the Existing Mortgagee, to the extent the Existing Mortgagee requires Contributor to pay such costs; (c) other fees and costs imposed by the Existing Mortgagee in connection with canceling the Note and satisfying the Mortgage (excluding, however, scheduled periodic debt service); (d) All closing interest due under the Note with respect to the month in which Closing occurs; (e) any tenant improvement costs not otherwise specified which have been incurred under Leases, or for which the landlord is responsible under Leases regardless of whether they have yet accrued, and which remain unpaid as of Closing; and (f) leasing commissions under brokerage agreements which Contributor is a party to or which Contributor is bound by which have been earned but remain unpaid as of Closing. The foregoing costs and expenses described in this Section 5.4 5.3.2, together with the Financing Fee and the Management Termination Fee, are hereinafter referred to as the "Accountable Closing Costs". To the extent that Accountable Closing Costs exceed Two Hundred Thousand Dollars ($200,000) (such excess constituting "Excess Closing Costs"), the Conversion Value shall be reduced by such Excess Closing Costs but not below One Hundred Fifty Thousand Dollars ($150,000). Any Excess Closing Costs which under the foregoing limitation are not applied to reduce the Conversion Value shall be paid by the parties Contributor to Partnership in accordance with customary practice for similar transactions cash at Closing (or included in the jurisdiction netting of costs and expenses described in which the applicable Property is locatedlast paragraph of Section 5.2 hereof, at the option of either party). 5.3.3 Partnership acknowledges that Contributor is a party to that certain Settlement Agreement dated December 23, 1994, by and among, inter alia, Contributor and TDCR Associates, L.P., a Delaware limited partnership (e) Each party may allocate "TDCR"), a copy of which is attached hereto as Exhibit "E" and made a part hereof (the Purchase Price for each Property in such manner as it determines appropriate for local"Settlement Agreement"). In the event that, state or federal income taxes without the consent prior to Closing, Contributor negotiates a permanent, level discount of the other; annual amount payable by Partnership to TDCR subsequent to Closing under the terms of the Settlement Agreement, then upon delivery to Partnership of an agreement documenting such discount executed by TDCR, Contributor and any other necessary parties thereto, in a form reasonably acceptable to Partnership, the Conversion Value will be increased at Closing by an amount equal to $8.00 multiplied by the annual discount (not the aggregate discount achieved over the life of the Settlement Agreement) so received (the "Base Figure"), provided, however, that the Base Figure shall be reduced by cash paid by the Partnership to TDCR at Closing in an amount sufficient to effectuate the aforementioned discount in its entirety. 5.3.4 At Closing, Partnership shall pay all realty transfer taxes, recording fees, deed taxes and similar charges assessed with respect to the extent that conveyance of the parties must jointly execute Property. Partnership shall be responsible and shall pay for all legal fees and costs of outside counsel representing Partnership in the transactions contemplated by this Agreement, and for all basic, additional or special title premiums or other title charges. Unless otherwise specified in this Agreement, each party shall pay all other fees, costs and expenses incurred by such party in the performance of such party's obligations hereunder. 5.3.5 If, within four years following Closing, American Multi-Cinema, or an entity controlling, controlled by or under common control with American Multi-Cinema (collectively, "AMC") agrees to sell to Partnership or an entity controlling, controlled by or under common control with Partnership the approximately 26 acre tract of land located behind the Property (the "AMC Tract"), then Partnership shall pay to LCOR or LCOR's designee a fee equal to ten percent (10%) of the purchase price payable for the AMC Tract ("Sales Fee"), at the time of Closing of the sale and purchase of the AMC Tract. In the event that, subsequent to the acquisition of the AMC Tract by Partnership or an entity controlling, controlled by or under common control with Partnership, LCOR or an entity controlling, controlled by or under common control with LCOR provides development services to the Partnership or such an entity related to Partnership which acquires the AMC Tract, for the construction of an AMC multiplex theater, then the entity which acquired the AMC Tract shall be entitled to a credit against the aggregate development fee payable on account of such development services in an amount equal to thirty percent (30%) of the Sales Fee. 5.3.6 If any transfer tax leasing commissions under brokerage agreements which Contributor is a party to or similar formwhich Contributor is bound by are not earned as of Closing but are earned subsequent to Closing, with respect to Leases of the parties Property (including, without limitation, by virtue of any extension or renewal of a Lease which becomes effective after Closing), then Contributor shall mutually agree, in their reasonable discretion, upon the amounts to be set forth in remain solely liable for any such transfer tax leasing commissions, and shall indemnify, defend and hold Partnership harmless from and against any and all liabilities, claims, damages, costs or similar formexpenses arising from or in connection with the obligation to pay such leasing commissions. (f) The provisions of this Section 5.4 shall survive the Closing or earlier termination of this Agreement.

Fees and Closing Costs. The fees and costs incidental to the Acquisition or the Closing shall be paid as follows: (a) Sellers Seller shall pay: (i) the cost of obtaining each Title Policy (excluding releasing any encumbrance affecting the cost of any endorsements thereto requested by Buyer) for those Properties set forth on Schedule 5.4(a)(i), (ii) all real estate recordation, documentary, transfer, or sales taxes, if any, payable in connection with recording the Deeds or other instruments to be recorded in connection with the conveyance of those Properties set forth on Schedule 5.4(a)(ii), and (iii) one-half of the escrow fees and charges of Escrow Holder. (b) Buyer shall pay: (i) all costs related to Buyer’s due diligence, including the costs of updating existing, or preparing new, environmental assessment reports, property condition reports or property surveys, including, without limitation, the cost of the Reliance LettersProperty; (ii) all real estate recordation, documentary, transfer, documentary and excise taxes payable in connection with conveying the Property to Buyer or sales taxes, if any, payable otherwise in connection with recording the Deeds or other instruments to be recorded in connection with the conveyance of those Properties set forth on Schedule 5.4(b)(ii)Deed; (iii) in connection with the releaseany sales, reconveyance, discharge use or satisfaction at Closing of the mortgages and deeds of trust encumbering any Property and the debts secured by any such mortgages and deeds of trust as set forth on Schedule 5.4(b)(iii) (the “Buyer Discharged Debt”), and, unless assumed by Buyer, the Loan Documents, any costs or fees due and payable in connection with any such release, reconveyance, discharge or satisfaction, including, without limitation, any prepayment premium, yield maintenance, breakage fees or costs, exit fees, defeasance costs and other similar fees and costs but in no event shall such costs or fees include the principal or accrued interest or other charges owed under the Buyer Discharged Debt or, if applicable, the Loan Documents, which, in all instances, shall be paid by Sellers pursuant to Section 6.1; (iv) if Buyer assumes any Loan and Loan Documents pursuant to Section 13.5, all assumption fees and costs charged by Lenders in connection with the assumption of the Loans and Loan Documents by Buyer; (v) any sales equivalent tax in connection with the transfer to Buyer (or Buyer's assignee) of the Personal Property or in connection with Seller's operation of the Property; and Goods (iv) the cost of the preliminary title report, the title commitment and Inventory owned by Sellers with respect the Uniform Commercial Code search report furnished pursuant to Section 4.1 of this Agreement; (v) the CLP Managed Properties, cost of the premium for the "Title Policy" as calculated defined in a manner consistent with the Allocated Purchase Price, Section 4.3 of this Agreement and endorsements thereto; and (vi) one-half of the escrow fees and charges of the Escrow Holder; Holder plus any fees and charges relating to the reconveyance of existing liens or encumbrances. (viib) Buyer shall pay: (i) the cost of obtaining any endorsements recording the Deed; (ii) the cost to any Title Policy requested by Buyer and update or upgrade the "Survey" (as defined in Section 4.2 of this Agreement); (iii) the cost of obtaining each Title Policy a Phase I environmental site assessment report ("Phase I Report"); (iv) the cost of an engineering report for those Properties set forth on Schedule 5.4(b)(vii)the inspection of the improvements to the Property; and (viiiv) in connection with one-half of the termination escrow fees and charges of any Terminated Management Agreements or any Management Agreements which are terminated as a result the Escrow Holder exclusive of a conversion of any Management Agreement relationship to a leasehold relationship, any costs or fees due and payable in connection with any such termination, but in no event shall such costs or fees include any fees and charges accrued and payable relating to the applicable Manager as reconveyance of the termination of such Management Agreement, which, in all instances, shall be paid by the applicable Seller pursuant to Section 8.3existing liens or encumbrances. (c) Buyer and Seller shall each pay their own legal fees, advisor fees and other incidental expenses related thereto incurred in connection with the transactions transaction contemplated by this Agreement. (d) All closing costs not otherwise specified in this Section 5.4 shall be paid by the parties in accordance with customary practice for similar transactions in the jurisdiction in which the applicable Property is located. (e) Each party may allocate the Purchase Price for each Property in such manner as it determines appropriate for local, state or federal income taxes without the consent of the other; provided, however, that to the extent that the parties must jointly execute any transfer tax or similar form, the parties shall mutually agree, in their reasonable discretion, upon the amounts to be set forth in any such transfer tax or similar form. (f) The provisions of this Section 5.4 shall survive the Closing or earlier termination of this Agreement.