Transaction Costs Clause Samples

Transaction Costs. Borrower shall have paid or reimbursed Lender for all title insurance premiums, recording and filing fees or taxes, costs of environmental reports, Physical Conditions Reports, appraisals and other reports, the fees and costs of Lender's counsel and all other third party out-of-pocket expenses incurred in connection with the origination of the Loan.

Transaction Costs. Each party shall pay its own fees and expenses (including without limitation the fees and expenses of its representatives, attorneys, and accountants) incurred in connection with negotiation, drafting, execution, and delivery of this Agreement.

Transaction Costs. On or prior to the Closing Date, Borrower shall have delivered to Administrative Agent Borrower’s reasonable best estimate of the Transaction Costs (other than fees payable to any Agent).

Transaction Costs. The Sellers shall pay for (x) all standard owner’s title insurance premiums for the title policies for the Properties and (y) the initial survey costs for the Properties. Buyer shall pay for (a) all real property transfer taxes, deed stamps, conveyance taxes, documentary stamp taxes and other Taxes or charges, in each case payable as a result of the transactions contemplated herein or the conveyance of a Property to the Buyer pursuant to this Agreement, (b) the property inspection reports and environmental Phase I reports provided by the Sellers to the Buyer, (c) the lender’s title insurance premiums and any endorsements, (d) Deed recordation fees, and (e) recording charges and mortgage taxes applicable to any third-party financing obtained by Buyer. In addition to the foregoing and their respective apportionment obligations hereunder, (i) the Sellers and the Buyer shall each be responsible for (A) the payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the Transferred Assets and (B) one-half of the fees and expenses of the Escrow Agent, (ii) the Buyer shall be responsible for all costs and expenses associated with the Buyer’s due diligence and (iii) the Sellers shall be responsible for any costs (including third-party lender costs) associated with obtaining payoffs or substitutions of any debt encumbering the Properties. Each party to this Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either party to timely pay any of the aforementioned Taxes, fees or other charges for which it has assumed responsibility under this Section 9.1. This indemnity shall survive all Closings hereunder.

Transaction Costs. On or prior to the Closing Date, Company shall have delivered to Administrative Agent Company's reasonable best estimate of the Transactions Costs (other than fees payable to any Agent).

Transaction Costs. (a) Buyer and Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Purchased Assets. At Closing, Sellers shall pay or cause to be paid (i) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if any), (ii) fifty percent (50%) of all escrow charges, (iii) all costs for discharging encumbrances which are the express obligation of Sellers pursuant to this Agreement and (iv) any outstanding fines or penalties relating to any Violations relating to any Property as of the Closing. At Closing, Buyer shall pay or reimburse (q) one hundred percent (100%) of all costs for the Title Policies and other title charges, other than the costs in connection with discharging encumbrances which are the express obligation of Sellers pursuant to the provisions of this Agreement, (r) fifty percent (50%) of all escrow charges, (s) Buyer’s cost to obtain new surveys or to update the Surveys, (t) all fees, costs or expenses of any revisions requested by Buyer to any Title Policies, (u) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if any), (v) all costs, fees and expenses that have been approved by Buyer in advance relating to negotiating and obtaining the Required Consents, (w) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder and (x) any rollback and similar charges that may be triggered as a result of the change in use or the Owned Properties by Buyer or its successors and/or assigns following the Closing. Any other closing costs shall be allocated in accordance with local custom. Sellers and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionals. (b) Each party to this Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either party to timely pay any of the aforementioned Taxes, fees or other charges for which it has assumed responsibility under Section 9.1(a). The provisions of this Section 9.1 shall survive the Closing or the termination of this Agreement.

Transaction Costs. If the transactions contemplated by this Agreement are consummated, all Transaction Costs up to an amount equal to US$1,500,000, which shall be substantiated or otherwise supported in reasonable detail (provided that legal bills may be redacted to preserve attorney-client privilege), shall be paid within 10 days after the Closing Date by the Owner Lessor (with funds provided by the Owner Participant), assuming all invoices have been approved by Calpine and received by the Owner Lessor by 7 days after the Closing Date. All other Transaction Costs, fees, costs and expenses incurred by the Facility Lessee, the Owner Lessor and the Owner Participant shall be paid by Calpine. If the Overall Transaction is not consummated for any reason (including as a result of the Facility Lessee terminating this Agreement pursuant to Section 12(a)), then Calpine shall bear all Transaction Costs; provided, however, that Calpine shall not be obligated to pay Transaction Costs incurred by the Owner Participant if the Overall Transaction is not consummated on the basis of the provisions of this Agreement due to a failure of the Owner Participant to satisfy any condition to the Closing required to be satisfied by the Owner Participant. Following the Closing Date, the Facility Lessee will be responsible for, and will pay as Supplemental Rent on an After-Tax Basis to the Owner Participant, the annual administration fees, if any, and expenses (including reasonable and documented fees and expenses of its outside counsel) of the Lessor Manager, the Indenture Trustee (as such and in its individual capacity) and the Pass Through Trustees.

Transaction Costs. If the Closing occurs, the REIT and the Operating Partnership shall be solely responsible for all transaction costs and expenses of the REIT, the Operating Partnership and the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Entities in connection with the Formation Transactions and the IPO, which include, but are not limited to, the underwriting discounts and commissions.

Transaction Costs. Borrower shall have paid all Transaction Costs for which bills have been submitted in accordance with the provisions of Section 8.23.