Fees and Expenses; Closing Costs. Acquirer shall pay all fees, expenses and closing costs relating to the transactions contemplated by this Agreement; provided however, that Contributor shall pay its own attorneys' and consultants' fees and expenses.
Fees and Expenses; Closing Costs. Purchaser shall pay all fees, expenses and closing costs relating to the transactions contemplated by this Agreement; provided however, that Seller shall pay its own attorneys' and consultants' fees and expenses.
Fees and Expenses; Closing Costs. The Acquirer shall pay any documentary transfer taxes, escrow charges, title charges and recording taxes for fees incurred in connection with the transactions contemplated by this Agreement; provided however, that the Contributor shall pay their own legal fees and expenses.
Fees and Expenses; Closing Costs. Acquirer shall pay all fees, expenses and closing costs relating to the transactions contemplated by this Agreement; provided however, that each Contributor shall pay its own attorneys’ and consultants’ fees and expenses. The Acquirer shall be entitled to deduct and withhold from the Consideration otherwise payable to any Contributor pursuant to this Agreement such amounts as the Acquirer is required to deduct and withhold with respect to the making of such payment under the Code, the regulations thereunder, or other applicable law. To the extent that amounts are so withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Contributor in respect of which such withholding was made.
Fees and Expenses; Closing Costs. The Acquiror shall pay all fees, expenses and closing costs relating to the transactions contemplated by this Agreement; provided however, that each Contributor shall pay its own attorneys’ and consultants’ fees and expenses. In the event the Closing does not occur as a result of a failure to conclude an IPO, the Company agrees to pay to Acquiror 44.1% of the actual out-of-pocket costs incurred by Acquiror and its affiliates in connection with the proposed IPO of the REIT, which the Company agrees represents the pro rata share of the expected transaction costs of the Contributors; provided, however, that such payment shall not exceed $500,000. Each Contributor acknowledges and agrees, by executing this Agreement, that it will benefit from such an IPO and, as a consequence, the Company will bear a portion of its costs if such transaction is not completed.
Fees and Expenses; Closing Costs. The Acquirer shall pay all legal fees and professional expenses incurred by the Company and Acquirer in connection with the transactions contemplated by this Agreement; provided however, that the Owners shall pay their own legal fees and expenses.
Fees and Expenses; Closing Costs. The Acquirer shall pay all fees, expenses and closing costs relating to the transactions contemplated by this Agreement.
Fees and Expenses; Closing Costs. The Buyer shall pay all fees, expenses and closing costs relating to the transactions contemplated by this Agreement, including transfer taxes, recordation expenses, all reasonable costs relating to the payoff of the mortgage held by Midland Loan Servicing, reasonable costs of Hilton Inns, Inc. consenting to the assignment and assumption of the Hilton license agreement, reasonable costs of third party and governmental consents, the costs of a survey of, and title insurance for, the Property, and all other reasonable search and documentary costs, but nothing herein shall require Sellers to pay any such costs if Buyer deems them to be unreasonable. Transfer taxes shall include the county and state transfer taxes and state stamp taxes; provided however, that each Seller shall pay its own attorneys’ and consultants’ fees and expenses. In the event the Closing does not occur as a result of a failure to conclude an IPO, the Partnership agrees to pay to Buyer 19.2% of the actual out-of-pocket costs incurred by Buyer and its affiliates in connection with the proposed IPO of the REIT, which the Partnership agrees represents the pro rata share of the expected transaction costs of the Sellers. Each Seller acknowledges and agrees, by executing this Agreement, that it will benefit from such an IPO and, as a consequence, the Partnership will bear a portion of its costs if such transaction is not completed for the foregoing reasons. In addition, if the Closing does not occur as a result of the failure to conclude an IPO, then Buyer shall reimburse Seller for Seller’s costs and expenses incurred in connection with the negotiating and entry of this Agreement and pursuing this transaction, including without limitation due diligence costs and counsel fees (it being understood that such costs and expenses shall be included in the Buyer’s costs for which Seller is obligated to reimburse Buyer for Seller’s pro-rata share, so that the net reimbursement to Seller shall be 80.8% of Seller’s costs).
Fees and Expenses; Closing Costs. The Acquiror shall pay all fees, expenses and closing costs relating to the transactions contemplated by this Agreement; provided however, that each Contributor shall pay its own attorneys’ and consultants’ fees and expenses. In the event the transactions contemplated herein are not concluded because of a failure of the REIT to complete the IPO prior to March 31, 2005, the Company shall pay to Acquiror $100,000 which shall represent the Contributors’ pro rata share of costs incurred in connection with such transaction; each Contributor acknowledges and agrees, by executing this Agreement, that it will benefit from such an IPO and, as a consequence, the Company will bear a portion of its costs if such transaction is not completed.
Fees and Expenses; Closing Costs. The USRP Entities and the FW Entities shall each pay their own legal, investment banking and other fees and expenses related to the negotiation and preparation of the Transaction Documents and all documents and actions required to close and settle the transactions contemplated in the Transaction Documents. All closing costs in connection with the conveyance of the Properties or the transfer of the Interests (as defined in the Purchase Agreement under any of the Transaction Documents (including any conveyance by operation of law pursuant to the Mergers shall be paid by the USRP Entities, on the one hand, and the FW Entities, on the
