Common use of Taxes and Fees; Proration of Certain Expenses Clause in Contracts

Taxes and Fees; Proration of Certain Expenses. Purchaser shall be responsible for the payment of all fees and taxes related to this transaction, except that (i) Purchaser shall not be responsible for, or have any liability with respect to, taxes on any income to Seller arising out of the transactions herein, and (ii) with respect to any transfers of Real Property, Purchaser and Seller shall each pay fifty percent (50%) of the real estate transfer and recordation taxes, fees and costs incurred in connection therewith. Purchaser shall not be responsible for any income tax liability of Seller arising from the business or operations of the Banking Centers before the Effective Time, and Seller shall not be responsible for any tax liabilities of Purchaser arising from the business or operations of the Banking Centers after the Effective Time. Utility payments, telephone charges, real property taxes, personal property taxes, rent, salaries, deposit insurance premiums, other ordinary operating expenses of the Banking Centers and other expenses related to the liabilities assumed or assets purchased hereunder shall be prorated between the parties as of the Effective Time. To the extent any such item has been prepaid by Seller for a period extending beyond the Effective Time, there shall be a proportionate monetary adjustment in favor of Seller.

Taxes and Fees; Proration of Certain Expenses. Purchaser shall ---------------------------------------------- be responsible for the payment of all fees and taxes related to the transactions contemplated by this transactionAgreement; provided, except that (i) Purchaser shall not be -------- responsible for, or have any liability with respect to, taxes on any income to Seller arising out of the transactions hereinthis transaction, and (ii) with respect to Seller agrees that it shall pay, or represents that it has paid, in a timely manner any transfers of Real Property, Purchaser and Seller shall each pay fifty percent (50%) of the real estate transfer and recordation all such income taxes, fees and costs incurred in connection therewith. Purchaser shall not be responsible for any income tax liability of Seller arising from the business or operations of the Banking Centers before the Effective Time, and Seller shall not be responsible for any tax liabilities of Purchaser arising from the business or operations of the Banking Centers after the Effective Time. Utility payments, telephone charges, real property taxes, personal property taxes, rent, salaries, deposit insurance premiums, other ordinary operating expenses of the Banking Centers and other expenses related to the liabilities assumed or assets purchased hereunder shall be prorated between the parties as of the Effective Time. To the extent any such item has been prepaid by Seller for a period extending beyond the Effective Time, there shall be a proportionate monetary adjustment in favor of Seller.

Taxes and Fees; Proration of Certain Expenses. Purchaser shall be responsible for the payment of all fees and taxes related to this transaction, including, without limitation, any real estate transfer and recordation taxes, fees and costs incurred in connection with any assignment of the Real Property Leases, except that (i) Purchaser shall not be responsible for, or have any liability with respect to, taxes on any income to Seller arising out of the transactions herein, and (ii) with respect to any transfers of Real Property, Purchaser and Seller shall each pay fifty percent (50%) of the real estate transfer and recordation taxes, fees and costs incurred in connection therewith. Purchaser shall not be responsible for any income tax liability of Seller arising from the business or operations of the Banking Centers before the Effective Time, and Seller shall not be responsible for any tax liabilities of Purchaser arising from the business or operations of the Banking Centers after the Effective Time. Utility payments, telephone charges, real property taxes, personal property taxes, rent, salaries, deposit insurance premiums, other ordinary operating expenses of the Banking Centers and other expenses related to the liabilities assumed or assets purchased hereunder shall be prorated between the parties as of the Effective Time. To the extent that any such item has been prepaid by Seller for a period extending beyond the Effective Time, there shall be a proportionate monetary adjustment in favor of Seller.

Taxes and Fees; Proration of Certain Expenses. Purchaser shall be responsible and liable for the payment of all filing and recordation fees and taxes related to this transaction, ; except that (i) Purchaser shall not be responsible for, or have any liability with respect to, income or similar taxes on any income to upon the Seller arising out of the transactions hereinthis transaction, if any, and (ii) with respect to Seller agrees that it shall pay, or represents that it has paid, in a timely manner any transfers of Real Property, Purchaser and Seller shall each pay fifty percent (50%) of the real estate transfer and recordation all such taxes, fees and costs incurred in connection therewith. Purchaser shall not be responsible for any income tax liability liabilities of Seller arising from the business or operations of the Banking Centers Branch Office before the Effective Time, and Seller shall not be responsible for any tax liabilities of Purchaser arising from the business or operations of the Banking Centers Branch Office after the Effective Time. Utility payments, telephone charges, real property taxes, personal property taxes, rent, salaries, deposit insurance premiums, other ordinary operating expenses of the Banking Centers Branch Office and other expenses and taxes related to the liabilities assumed or assets purchased hereunder shall be prorated between the parties as of the Effective Time. To the extent any such item has been prepaid by Seller for a period extending beyond the Effective Time, there shall be a proportionate monetary adjustment in favor of Seller.

Taxes and Fees; Proration of Certain Expenses. Purchaser shall be responsible for the payment of all fees and taxes related to this transaction, except that (i) Purchaser shall not be responsible for, or have any liability with respect to, taxes on any income to Seller arising out of the transactions herein, and (ii) with respect to any transfers of Real Property, Purchaser and Seller shall each pay fifty percent (50%) of the real estate transfer and recordation taxes, fees and costs incurred in connection therewith. Purchaser shall not be responsible for any income tax liability of Seller arising from the business or operations of the Banking Centers before the Effective Time, and Seller shall not be responsible for any tax liabilities of Purchaser arising from the business or operations of the Banking Centers after the Effective Time. Utility payments, telephone charges, real property taxes, personal property taxes, rent, salaries, deposit insurance premiums, other ordinary operating expenses of the Banking Centers and other expenses related to the liabilities assumed or assets purchased hereunder shall be prorated between the parties as of the Effective Time. To the extent any such item has been prepaid by Seller for a period extending beyond the Effective Time, there shall be a proportionate monetary adjustment in favor of Seller.

Taxes and Fees; Proration of Certain Expenses. Purchaser shall be responsible for the payment of all fees and taxes related to this transaction, except that (i) Purchaser shall not be responsible for, or have any liability with respect to, taxes on any income to Seller arising out of the transactions herein, and (ii) . Purchaser shall be specifically responsible for any New York State sales tax payable with respect to any transfers of Real Property, Purchaser and Seller shall each pay fifty percent (50%) the sale of the real estate transfer Branches, which sales tax will be paid and recordation taxes, fees and costs incurred remitted to Seller for subsequent remittance to the applicable taxing authorities in connection therewithaccordance with applicable law or regulation. Purchaser shall not be responsible for any income tax liability liabilities of Seller arising from the business or operations of the Banking Centers Branches before the Effective Time, and Seller shall not be responsible for any tax liabilities of Purchaser arising from the business or operations of the Banking Centers Branches after the Effective Time. Utility payments, telephone charges, real property taxes, personal property taxes, rent, salaries, deposit insurance premiums, other ordinary operating expenses of the Banking Centers Branches and other expenses related to the liabilities assumed or assets purchased hereunder shall be prorated between the parties as of the Effective Time. To the extent any such item has been prepaid by Seller for a period extending beyond the Effective Time, there shall be a proportionate monetary adjustment in favor of Seller.

Taxes and Fees; Proration of Certain Expenses. Purchaser shall be responsible for the payment of all fees and taxes related to the transactions contemplated by this transactionAgreement; provided, except that (i) Purchaser shall not be responsible for, or have any liability with respect to, taxes on any income to Seller arising out of the transactions hereinthis transaction, and (ii) with respect to Seller agrees that it shall pay, or represents that it has paid, in a timely manner any transfers of Real Property, Purchaser and Seller shall each pay fifty percent (50%) of the real estate transfer and recordation all such income taxes, fees and costs incurred in connection therewith. Purchaser shall not be responsible for any income tax liability of Seller arising from the business or operations of the Banking Centers Center before the Effective Time, and Seller shall not be responsible for any tax liabilities of Purchaser arising from the business or operations of the Banking Centers Center after the Effective Time. Utility payments, telephone charges, real property taxes, personal property taxes, rent, salaries, deposit insurance premiums, other ordinary operating expenses of the Banking Centers Center and other expenses related to the liabilities assumed or assets purchased hereunder shall be prorated between the parties as of the Effective Time. To the extent any such item has been prepaid by Seller for a period extending beyond the Effective Time, there shall be a proportionate monetary adjustment in favor of Seller.

Taxes and Fees; Proration of Certain Expenses. Purchaser shall be responsible and liable for the payment of all filing and recordation fees and taxes related to this transaction, ; except that (i) Purchaser shall not be responsible for, or have any liability with respect to, income or similar taxes on any income to upon the Seller arising out of the transactions this transaction, if any, and Seller agrees that it shall pay, or represents that it has paid, in a timely manner before delinquency any and all such taxes. Except as otherwise set forth herein, and (ii) with respect to any transfers of Real Property, Purchaser and Seller shall each pay fifty percent (50%) of the real estate transfer and recordation taxes, fees and costs incurred in connection therewith. Purchaser shall not be responsible for any income tax liability liabilities of Seller arising from the business or operations of the Banking Centers Branch Office before the Effective Time, and Seller shall not be responsible for any tax liabilities of Purchaser arising from the business or operations of the Banking Centers Branch Office after the Effective Time. Utility payments, telephone charges, real property taxes, personal property taxes, rent, salaries, deposit insurance premiums, other ordinary operating expenses of the Banking Centers Branch Office and other expenses and taxes related to the liabilities assumed or assets purchased hereunder shall be prorated between the parties as of the Effective Time. To the extent any such item has been prepaid by Seller for a period extending beyond the Effective Time, there Purchaser shall be pay to Seller such amounts as are necessary to effect a proportionate monetary adjustment in favor of Seller.