Common use of Purchaser’s Transaction Costs Clause in Contracts

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) the fees and expenses for updating the Survey; (iii) all of any owner’s title insurance premiums above the base premium for the Title Policy, commitment fees, costs and fees and of any transfer or similar tax and recording charges payable in connection with the conveyance of the Real Property; (iv) any sales, transfer, or similar tax payable in connection with the conveyance of the Personal Property (“Personal Property Sales Taxes”); (v) any fees or expenses payable for the assignment, transfer or conveyance of any Equipment Leases, Operating Agreements, Licenses and Permits, the Intellectual Property, Plans and Specifications, and Warranties; (vi) all fees, expenses, damages, and amounts payable in connection with or as a result of the Parties executing the Temporary Starbucks Agreements, if applicable, and for the termination or assignment of the Starbucks License Agreement, whether occurring at or after Closing; (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) one half (½) of the fees and expenses for the Escrow Agent; and (ix) all fees and expenses payable in connection with termination of the Radisson Franchise Agreement and Existing Management Agreement, if applicable; (x) all fees and expenses payable in connection with the termination of the Restaurant Management Agreement if terminated at Closing and (xi) the fees and expenses of its own attorneys, accountants and consultants.

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) the premiums and costs for obtaining for the Title Policy with extended coverage and all endorsements to the Title Policy in excess of the premiums and costs to be borne by Seller pursuant to clause (ii) of Section 11.4.1; (iii) the fees and expenses for updating any zoning report, any update to the Existing Survey and any Updated Survey; (iii) all of any owner’s title insurance premiums above the base premium for the Title Policy, commitment fees, costs and fees and of any transfer or similar tax and recording charges payable in connection with the conveyance of the Real Property; (iv) any sales, transfer, or similar tax payable in connection with the conveyance of the Personal Property (“Personal Property Sales Taxes”); (v) any fees or expenses payable for the assignment, transfer or conveyance of any Equipment Leasesthe HMA Documents, Operating the Condominium Documents, the Golf Course Use Agreements, the Tennis License Agreement, the Hotel Facilities Agreement, the Cost Sharing Agreement, the Revenue Sharing Agreement, the Contracts, the Licenses and Permits, the IT Systems, the Intellectual Property, the Plans and Specifications, Specifications and the Warranties; (vi) all fees, expenses, damages, and amounts payable in connection with or as a result of the Parties executing the Temporary Starbucks Agreements, if applicable, and for the termination or assignment of the Starbucks License Agreement, whether occurring at or after Closing; (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) any state, city, and county transfer, recordation, sales, use or similar taxes payable in connection with the conveyance of the Property, if any (and Purchaser shall be responsible for remitting any 2230752.03F-NYCSR03A - MSW required payments at the times and in the amounts required by applicable law with respect to such taxes), (vii) one half (½) of recording charges and the fees and expenses for the Escrow Agent; and (ix) all fees and expenses payable in connection with termination of the Radisson Franchise Agreement and Existing Management Agreement, if applicable; (x) all fees and expenses payable in connection with the termination of the Restaurant Management Agreement if terminated at Closing and (xiviii) the fees and expenses of its own attorneys, accountants accountants, financial advisors and consultants.

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 costs in connection with this transaction: (i) the fees and expenses of its own attorneys and accountants; (ii) the fees and expenses incurred by Purchaser for Purchaser’s Inspectors or otherwise in connection with the Inspections; (ii) the fees and expenses for updating the Surveyany inspections; (iii) all the cost of any owner’s updated title insurance premiums above report, title commitment or survey that Purchaser may elect to obtain; (iv) fifty percent (50%) of the base premium for a CLTA title policy in the amount of the Purchase Price and all title costs in excess of CLTA coverage, including the premium for the “extended-ALTA” coverage portion of the Title Policy (for coverage over the general exceptions) and the cost of any endorsements to the Title Policy, commitment fees, costs and fees and of ; (v) any transfer or similar tax and recording charges payable in connection with the conveyance of the Real Property; (iv) any sales, transfer, or similar tax payable in connection with the conveyance of the Personal Property (“Personal Property Sales Taxes”); (v) any fees or expenses payable for the assignment, transfer or conveyance of any Equipment Leases, Operating Agreements, Licenses and Permits, the Intellectual Property, Plans and Specifications, and Warranties; (vi) all fees, expenses, damages, and amounts payable in connection with or as a result of the Parties executing the Temporary Starbucks Agreements, if applicable, and for the termination or assignment of the Starbucks License Agreement, whether occurring at or after Closing; (vii) 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; (viiivii) one half (½) of the fees and expenses for the Escrow Agent; (viii) any sales taxes due and (ix) all fees and expenses payable in connection with termination of the Radisson Franchise Agreement and Existing Management Agreement, if applicable; (x) all fees and expenses payable in connection with the termination transfer of the Restaurant Management Agreement if terminated at Closing Personal Property, as determined in accordance with Seller’s allocation of the Purchase Price; and (xiix) fifty percent (50%) of all fees and costs relating to the transfer of the Liquor License and all of the costs, fees and expenses of its own attorneys, accountants and consultantsthe Liquor Escrow Holder.