Seller’s Payments. Seller shall have thirty (30) days after receipt of SCE’s Notice to review SCE’s calculation and either pay the entire Seller’s Annual Shortfall Payment and/or Seller’s Long Term Availability Shortfall Payment amount claimed by SCE or pay any undisputed portion and provide Notice to SCE of the portion it disputes along with a detailed explanation of, and rationale for, Seller’s calculation methodology, annotated work papers and source data. The Parties shall negotiate in good faith to resolve any disputed portion of the Seller’s Annual Shortfall Payment and/or Seller’s Long Term Availability Shortfall Payment amount and shall, as part of such good faith negotiations, promptly provide information or data relevant to the dispute as each Party may possess which is requested by the other Party. If the Parties are unable to resolve a dispute regarding any Seller’s Annual Shortfall Payment and/or Seller’s Long Term Availability Shortfall Payment amount within thirty (30) days after the sending of a Notice of dispute by Seller, either Party may submit the dispute to arbitration as provided in Article Twelve.
Seller’s Payments. Seller shall pay: (1) the County Documentary Transfer Tax, in the amount Escrow Agent determines to be required by law; (2) the cost of the CLTA Title Policy described in Section 4.2; (3) one-half of Escrow Agent's escrow fee or escrow cancellation charge; and (4) other Seller's charges and expenses, in accordance with the customary practices of Escrow Agent.
Seller’s Payments. With respect to each Day during the Sellers’ Delay Period (except to the extent such delay was caused by an event of Force Majeure) the Sellers shall pay the Buyer a sum of money equal to (**) in lieu of Sellers’ liability for Shortfall Gas under Article 17.1 and such payments shall be the limit of the Sellers’ liability and Buyer’s sole remedy in such circumstances.
Seller’s Payments. The Buyer will pay the Seller's Payments to the Transferred Employees, at such times as the Seller would have been obligated to make such payments.
Seller’s Payments. At (or, at Seller's election, before) the Closing Date, Seller shall pay:
(a) One-half (1/2) the costs of the Owner's Policy of Title Insurance required hereby except that the costs of any additional premiums for modification or deletion of standard exceptions, or endorsements to the Owner's Policy of Title Insurance shall be at Purchaser's sole cost and expense;
(b) The fee for recording the Deed;
(c) One-half (1/2) of any escrow fee charged by the Title Company;
(d) One-half (1/2) the costs associated with the Survey;
(e) All charges for Tax Certificates;
(f) Seller's own attorneys' fees;
(g) All of any special messenger, copy or other service charge made by the Title Company for services requested by Seller or its representatives; and
(h) Any other customary costs and expenses not specifically provided for herein and normally borne by a Seller of real property in the county in which the Property is situated.
Seller’s Payments. Seller will pay: (1) any state, city or county excise tax or documentary transfer tax, in the amount Escrow Agent determines to be required by law, (2) the cost of the Title Policy and sales tax thereon, but only up to the amount of the undiscounted premium that would be charged on a an owner's standard coverage form of policy and sales tax thereon, (3) all recording fees, (4) one-half of Escrow Agent's Escrow fee or Escrow termination charge, and (5) other Seller's charges and expenses, in accordance with the customary practices of Escrow Agent.
Seller’s Payments. 9 10.2 Buyer's Payments.................................................. 9 10.3
Seller’s Payments. Seller shall pay for one-half of all applicable realty transfer taxes related to the execution, delivery and recording of the Deed.
Seller’s Payments. Seller shall pay the cost and expenses, if any, of (i) the title search, the cost of the Title Commitment, the basic premium for the Title Policy without special endorsements, and one-half of the costs of updating the existing survey or obtaining a new survey of the Project; (ii) one-half of any escrow fees charged by Title Company; (iii) any Seller’s broker’s fees; (iv) any transfer taxes and fees for recording the deed, including any stamp, documentary or transfer taxes, to the extent imposed by the State of Illinois, Xxxx County or the City of Chicago (CTA portion only) at the aggregate rate of $4.50 per $1000 of consideration.
Seller’s Payments. Where any obligation, Sellers' Warranty or undertaking in this Agreement is expressed to be made, undertaken or given by two or more of the Sellers jointly (e.g. all warranties regarding the Company), they shall be jointly and severally responsible in respect of it provided that no Seller will have to indemnify the Purchaser by a sum that is higher than what was his pro-rata share set out in Exhibit A in actually received Initial Purchase Price and Additional Purchase Price and subject to any other indemnity amount limitations set out in this Agreement. Where it clearly implies that a specific Sellers' Warranty or undertaking is being made, undertaken or given by each Seller individually (e.g. title for his shares or non competition covenant) then the other Sellers will not be responsible for breach of such obligation or warranty by the respective Seller breaching such warranty and/or covenant. Unless otherwise expressly stated or implies herein all payments to be made to, or, as the case may be, by, the Sellers under this Agreement are to be shared between the Sellers, or, as the case may be, made by the Sellers on a pro-rata basis as described in Exhibit A.
