Purchaser’s Transaction Costs. In addition to the other costs and expenses to be paid by Purchaser as set forth elsewhere in this Agreement, Purchaser shall pay for the following items in connection with this transaction: (i) the fees and expenses incurred by Purchaser for Purchaser’s Inspectors or otherwise in connection with the Inspections; (ii) fifty percent (50%) of the fees and expenses for the Title Policy; (iii) the fees and expenses of any endorsements to the Title Policy (other than any endorsements necessary for removing or curing any Unpermitted Exceptions as required under Section V.C.4); (iv) the fees and expenses for any updates of the Survey or for any new survey; (v) fifty percent (50%) of any transfer, sales or similar tax and recording charges payable in connection with the conveyance of the Property; (vi) any fees or expenses payable for the assignment, transfer or conveyance of any Equipment Leases, Operating Agreements, Licenses and Permits and Intellectual Property, and any fees payable to replace the goods or services provided under the National/Regional Operating Agreements (which are not assigned or transferred to Purchaser); (vii) any mortgage tax, title insurance fees and expenses for any loan title insurance policies (and endorsements thereto), recording charges or other amounts payable in connection with any financing obtained by Purchaser; (viii) fifty percent (50%) of the fees and expenses for the Escrow Agent; and (ix) the fees and expenses of its own attorneys, accountants and consultants.
Appears in 1 contract
Samples: Purchase and Sale Agreement (DiamondRock Hospitality Co)
Purchaser’s Transaction Costs. In addition to the other costs and expenses to be paid by Purchaser as set forth elsewhere in this Agreement, Purchaser shall pay for the following items in connection with this transaction: (i) the fees and expenses incurred by Purchaser for Purchaser’s Inspectors or otherwise in connection with the Inspections; (ii) fifty percent (50%) of the fees and expenses for the Title PolicyCommitment, Title Policy and the Updated Survey; (iii) the fees and expenses of any endorsements to the Title Policy (other than any endorsements necessary for removing or curing any Unpermitted Exceptions as required under Section V.C.4); (iv) the fees and expenses for any updates of the Survey or for any new survey; (v) fifty percent (50%) of any transfer, sales or similar tax and recording charges payable in connection with the conveyance of the Property; (vi) any fees or expenses payable for the assignment, transfer or conveyance of any Equipment Leases, Operating AgreementsContracts, Licenses and Permits and Permits, IT Systems, Intellectual Property, Plans and Specifications and Warranties, and any fees payable to replace the goods or services provided under the National/Regional Operating Agreements (which are not assigned or transferred to Purchaser); (viiiv) any mortgage tax, title insurance fees and expenses for any loan title insurance policies (and endorsements thereto)policies, recording charges or other amounts payable in connection with any financing obtained by Purchaser; (viiiv) fifty percent (50%one half ( 1/2) of the fees and expenses for the Escrow Agent; and (ixvi) the fees and expenses of its own attorneys, accountants and consultants; (vii) any transfer, sales or similar tax and recording charges payable in connection with the conveyance of the Personal Property; (viii) the portion of the City of Chicago transfer tax required to be paid by purchasers of real property in the City of Chicago that is payable in connection with the conveyance of the Real Property; and (ix) any recording charges payable in connection with the conveyance of the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Chesapeake Lodging Trust)
Purchaser’s Transaction Costs. In addition to the other costs and expenses to be paid by Purchaser as set forth elsewhere in this Agreement, Purchaser shall pay for the following items in connection with this transaction: (i) the fees and expenses incurred by Purchaser for Purchaser’s Inspectors or otherwise in connection with the Inspections; (ii) fifty percent (50%) of the fees and expenses for the Title Policy; (iii) the fees and expenses of any endorsements to the Title Policy (other than any endorsements necessary for removing or curing any Unpermitted Exceptions as required under Section V.C.4); (iv) the fees and expenses for any updates of the Survey updated Title Commitment or for any new surveySurvey; (viii) fifty percent (50%) of any transfer, sales or similar tax and recording charges payable in connection with the conveyance of the Property; (viiv) any fees or expenses payable for the assignment, transfer or conveyance of any the Equipment Leases, Operating Agreements, Warranties, Licenses and Permits Permits, Intellectual Property (including the transfer of any security deposits under any of the foregoing) and Intellectual Propertysecurity deposits under the Tenant Leases, and any fees payable to replace the goods or services provided under the National/Regional Operating Agreements (which except to the extent such National/Regional Operating Agreements are not assigned or transferred continued by Manager after the Closing pursuant to Purchaser)and subject to the terms and provisions of the Management Agreement; (viiv) any mortgage tax, title insurance fees and expenses for any loan title insurance policies (and endorsements thereto)policies, recording charges or other amounts payable in connection with any financing obtained by Purchaser; (viiivi) fifty percent City of Chicago real property transfer taxes; (50%vii) one-half (-1/2) of the closing and escrow fees and expenses for the Escrow AgentAgent (including any fees and costs for a “New York-style” escrow); (viii) the costs for obtaining any title endorsements (except for those owner’s title endorsements obtained for the purpose of curing an Unpermitted Exception); and (ix) the fees and expenses of its own attorneys, accountants and consultants.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Westin Hotels LTD Partnership)
Purchaser’s Transaction Costs. In addition to the other costs and expenses to be paid by Purchaser as set forth elsewhere in this Agreement, Purchaser shall pay for the following items in connection with this transaction: (i) the fees and expenses incurred by Purchaser for Purchaser’s Inspectors or otherwise in connection with the Inspections; (ii) fifty percent (50%) of the fees and expenses for the Title Policy; (iii) the fees and expenses of any endorsements to the Title Policy (other than any endorsements necessary for removing or curing any Unpermitted Exceptions as required under Section V.C.4); (iv) the fees and expenses for any updates of updated Title Commitment and for obtaining the Survey or for any new surveySurvey; (viii) fifty percent (50%) of any transfer, sales or similar tax and recording charges payable in connection with the conveyance of the Property; (viiv) any fees or expenses payable for the assignment, transfer or conveyance of any the Equipment Leases, Operating Agreements, Warranties, Licenses and Permits and Intellectual Property, and Property (including the transfer of any fees payable to replace security deposits under any of the goods or services provided under the National/Regional Operating Agreements (which are not assigned or transferred to Purchaserforegoing); (viiv) any mortgage tax, title insurance fees and expenses for any loan title insurance policies (and endorsements thereto)policies, recording charges or other amounts payable in connection with any financing obtained by Purchaser; (viiivi) fifty percent Village of Rosemont real property transfer taxes, if any; (50%vii) one half (1/2) of the closing and escrow fees and expenses for the Escrow AgentAgent (including and fees and costs for a “New York-style” escrow); (viii) the costs of the Title Commitment, including the cost of the premium in connection with converting the Title Commitment into the Title Policy, and any endorsements associated therewith (except for those owner’s title endorsements obtained for the purpose of curing an Unpermitted Exception); (ix) any fees or expenses payable for the assignment, transfer or conveyance of any National/Regional Operating Agreements, including fees or expenses required to replace the goods or services provided under the National/Regional Operating Agreements, except to the extent such National/Regional Operating Agreements are continued by Manager after the Closing pursuant to and subject to the terms and provisions of the Management Agreement; and (ixx) the fees and expenses of its own attorneys, accountants and consultants.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Ashford Hospitality Trust Inc)
Purchaser’s Transaction Costs. In addition to the other costs and expenses to be paid by Purchaser as set forth elsewhere in this Agreement, Purchaser shall pay for the following items in connection with this transaction: (ia) the fees and expenses incurred by Purchaser for Purchaser’s Inspectors or otherwise in connection with the Inspections; (iib) fifty percent any fees and expenses incurred for the purpose of obtaining owner’s title endorsements requested by Purchaser (50%) of provided the fees and expenses incurred for the Title Policy; (iii) the fees and expenses purpose of any endorsements to the Title Policy (other than any endorsements necessary for removing or curing any an Unpermitted Exceptions as required under Section V.C.4Exception shall be Seller’s expense); (ivc) the fees and expenses for any updates of the Survey or for any new survey; (v) fifty percent (50%) of any transfer, sales or similar tax and recording charges payable in connection with the conveyance of the Property; (vid) any fees or expenses payable for the assignment, transfer or conveyance of any the Equipment Leases, Operating Agreements, Warranties, Licenses and Permits Permits, Intellectual Property (including the transfer of any security deposits under any of the foregoing) and Intellectual Property, and any fees payable to replace the goods or services provided security deposits under the National/Regional Operating Agreements (which are not assigned or transferred to Purchaser)Tenant Leases; (viie) any mortgage tax, title insurance fees and expenses for any loan title insurance policies (and endorsements thereto)policies, recording charges or other amounts payable in connection with any financing obtained by Purchaser; (viiif) fifty percent City of Chicago real property transfer taxes; (50%g) one half (1/2) of the closing and escrow fees and expenses for the Escrow AgentAgent (including and fees and costs for a “New York-style” escrow); (h) any fees or expenses reimbursable to Manager in connection with amendments to the Management Agreement or estoppel certificates or “comfort letters” required by Purchaser or its lender from the Manager not expressly required by the Management Agreement; and (ixi) the fees and expenses of its own attorneys, accountants and consultants.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Lasalle Hotel Properties)