Common use of Settlement Charges; Prorations and Adjustments Clause in Contracts

Settlement Charges; Prorations and Adjustments. FWRLP shall pay for the title examination, the title insurance premium, notary fees and other such charges incident to Closing. Any real estate transfer and recording fees and taxes and documentary stamps in connection with this transaction, if any, shall be borne by FWRLP; provided, however, that the Gross Consideration under Section 2(a) hereof shall be reduced by an amount equal to one-half (1/2) of the real estate transfer and recording fees and taxes payable by FWRLP in connection with the contribution of the Partnership Interests. Although Contributors and FWRLP believe that no real estate transfer or recording taxes will be due in connection with the transactions contemplated hereby, if it is finally determined that such taxes are due and payable in connection herewith, then Contributors shall (in proportion to their relative percentages under Exhibit Q hereto) either (at FWRLP's election) (i) reimburse to FWRLP one-half (1/2) of such sum paid by FWRLP, or (ii) return/relinquish to FWRLP the number of Units (based on the Unit Price) and cash, as the case may be, equal to one-half (1/2) of the taxes paid by FWRLP divided by the Unit Price. FWRLP and Contributors shall each pay its own legal fees related to the preparation of this Agreement and all documents required to settle the transaction contemplated hereby. In addition to the foregoing, at the Closing, the following adjustments and prorations shall be computed as of the Closing Date, as if the transaction contemplated by this Agreement was a sale of the Property by the Partnership to FWRLP:

Settlement Charges; Prorations and Adjustments. FWRLP shall pay for the title examination, the title insurance premium, notary fees and other such charges incident to Closing. Any real estate transfer and recording fees and taxes and documentary stamps in connection with this transaction, if any, shall be borne by FWRLP; provided, however, that the Gross Consideration number of Units issued to Contributors at the Closing under Section 2(a) hereof shall be reduced by an amount equal to one-half (1/2) of the real estate transfer and recording fees and taxes payable by FWRLP in connection with divided by the contribution of the Partnership InterestsUnit Price. Although Contributors and FWRLP believe that no real estate transfer or recording taxes will be due in connection with the transactions contemplated hereby, if it is finally determined that such taxes are due and payable in connection herewith, then Contributors shall (in proportion to their relative percentages under Exhibit Q hereto) either (at FWRLP's election) (i) reimburse to FWRLP one-half (1/2) of such sum paid by FWRLP, or (ii) return/relinquish to FWRLP the number of Units (based on the Unit Price) and cash, as the case may be, equal to one-half (1/2) of the taxes paid by FWRLP divided by the Unit Price. FWRLP and Contributors shall each pay its own legal fees related to the preparation of this Agreement and all documents required to settle the transaction contemplated hereby. In addition to the foregoing, at the Closing, the following adjustments and prorations shall be computed as of the Closing Date, as if the transaction contemplated by this Agreement was a sale of the Property by the Partnership to FWRLP:

Settlement Charges; Prorations and Adjustments. FWRLP shall pay for the title examination, the title insurance premium, notary fees and other such charges incident to Closing. Any real estate transfer and recording fees and taxes and documentary stamps in connection with this transaction, if any, shall be borne by FWRLP; provided, however, that the Gross Consideration number of Units issued to Contributors at the Closing under Section 2(a) hereof shall be reduced by an amount equal to one-half (1/2) of the real estate transfer and recording fees and taxes payable by FWRLP in connection with divided by the contribution of the Partnership InterestsUnit Price. Although Contributors and FWRLP believe that no real estate transfer or recording taxes will be due in connection with the transactions contemplated hereby, if it is finally determined that such taxes are due and payable in connection herewith, then Contributors shall (in proportion to their relative percentages under Exhibit Q hereto) either (at FWRLP's election) (i) reimburse to FWRLP one-half (1/2) of such sum paid by FWRLP, or (ii) return/relinquish to FWRLP the number of Units (based on the Unit Price) and cash, as the case may be, equal to one-half (1/2) of the taxes paid by FWRLP divided by the Unit Price, which obligations shall survive Closing without limitation. FWRLP and Contributors shall each pay its own legal fees related to the preparation of this Agreement and all documents required to settle the transaction contemplated hereby. In addition to the foregoing, at the Closing, the following adjustments and prorations shall be computed as of the Closing Date, as if the transaction contemplated by this Agreement was a sale of the Property by the Partnership to FWRLP:

Settlement Charges; Prorations and Adjustments. (a) FWRLP shall pay for the title examination, the title insurance premium, notary fees and other such charges incident to Closing. Any real estate transfer and recording fees and taxes and documentary stamps in connection with this transaction, if any, shall be borne by FWRLP; provided, however, that the Gross Consideration number of Units issued to Contributors at the Closing under Section 2(a) hereof shall be reduced by an amount equal to one-half (1/2) of the real estate transfer and recording fees and taxes payable by FWRLP in connection with divided by the contribution of the Partnership InterestsUnit Price. Although Contributors and FWRLP believe that no real estate transfer or recording taxes will be due in connection with the transactions contemplated hereby, if it is finally determined that such taxes are due and payable in connection herewith, then then, as long as the Partnership Interests were transferred in a manner such that at all times there were at least two (2) partners of the Partnership, Contributors shall (in proportion to their relative percentages under Exhibit Q hereto) either (at FWRLP's Contributors' election) (i) reimburse to FWRLP in cash one-half (1/2) of such sum paid by FWRLP, or (ii) return/relinquish to FWRLP the number of Units (based on the Unit Price) and cash, as the case may be, equal to one-half (1/2) of the taxes paid by FWRLP divided by the Unit Pricethen-current price per share for common shares in the REIT. FWRLP and Contributors shall each pay its own legal fees related to the preparation of this Agreement and all documents required to settle the transaction contemplated hereby. In addition to the foregoing, at the Closing, the following adjustments and prorations shall be computed as of the Closing Date, as if the transaction contemplated by this Agreement was a sale of the Property by the Partnership to FWRLP:.

Settlement Charges; Prorations and Adjustments. FWRLP shall pay for the title examination, the title insurance premium, notary fees and other such charges incident to Closing. Any real estate transfer and recording fees and taxes and documentary stamps in connection with this transaction, if any, shall be borne by FWRLP; provided, however, that the Gross Consideration number of Units issued to Contributor at the Closing under Section 2(a) hereof shall be reduced by an amount equal to one-half (1/2) of the real estate transfer and recording fees and taxes payable by FWRLP in connection with divided by the contribution of the Partnership InterestsUnit Price. Although Contributors Contributor and FWRLP believe that no real estate transfer or recording taxes will be due in connection with the transactions contemplated hereby, if it is finally determined that such taxes are due and payable in connection herewithherewith or in connection with the transfer of the Property by Contributor to the Company through a series of deeds (the "Property Transfer") (but in such case only such taxes for one transfer), then Contributors FWRLP shall (in proportion to their relative percentages under Exhibit Q hereto) pay all such taxes and Contributor shall either (at FWRLP's election) (i) reimburse to FWRLP one-half (1/2) of such sum paid by FWRLP, or (ii) return/relinquish to FWRLP the number of Units (based on the Unit Price) and cash, as the case may be, equal to one-half (1/2) of the taxes paid by FWRLP divided by the Unit Price. The obligations under this Section 12 shall survive Closing without limitation. FWRLP and Contributors Contributor shall each pay its own legal fees related to the preparation of this Agreement and all documents required to settle the transaction contemplated hereby. In addition to the foregoing, at the Closing, the following adjustments and prorations shall be computed as of the Closing Date, as if the transaction contemplated by this Agreement was a sale of the Property by the Partnership Contributor to FWRLP: