Common use of Transaction Costs Clause in Contracts

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. 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-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 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. The Sellers shall pay for (x) all standard owner’s title insurance premiums for the title policies for the Properties 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. 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) Buyer and Seller agree to comply with all real property estate transfer taxes, deed stamps, conveyance taxes, documentary stamp taxes and other Taxes or charges, in each case payable as a result tax laws applicable to the sale of the transactions contemplated herein Asset. At Closing, Seller shall pay or the conveyance of a Property cause 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, be paid (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 Agentbase Title Policy premium, (ii) the cost to record the Deed, (iii) any costs in connection with discharging any encumbrances that Seller specifically agrees to or is obligated to pay pursuant to the terms of this Agreement, (iv) one-half (1/2) of all escrow charges, and (iv) one-half (1/2) of the interest accruing under the Existing Financing Liens for the period starting on the Closing Date and ending on December 31, 2014. At Closing, Buyer shall be responsible pay (i) except for the base Title Policy premium, all costs for the Title Policy including premiums for any extended coverage or any lender title policy, endorsements, search costs, update charges and other title charges (other than the costs in connection with discharging any encumbrances which are the obligation of Seller hereunder), (ii) one-half (1/2) of all escrow charges, (iii) Buyer’s cost to obtain a new survey or to update the Survey, (iv) all fees, costs or expenses associated in connection with the Buyer’s due diligence reviews and analyses hereunder, and (iiiv) one-half (1/2) of the Sellers interest accruing under the Existing Financing Liens for the period starting on the Closing Date and ending on December 31, 2014. Any other closing costs shall be responsible for any costs allocated in accordance with local custom. Seller 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. (including third-party lender costsb) 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. The provisions of this Section 9.1. This indemnity 9.1 shall survive all Closings hereunderthe Closing or the termination of this Agreement.

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 Business 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. The Sellers shall pay for (x) all standard owner’s title insurance premiums for the title policies for the Properties 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-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 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. The Sellers Buyer and each Seller agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, the Seller 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, recordation, documentary stamp taxes and other Taxes similar taxes or charges. At Closing, in each case payable (i) the Seller shall pay all title insurance premiums for a basic owner's title policy and all title search fees, (ii) Buyer shall pay for the cost of all title endorsements obtained by Buyer (except for any endorsements needed to cure any Title/Survey Objection), and (iii) the parties shall split survey costs and the fees and costs of the Escrow Agent arising as a result of the Closing 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 Buyerherein. In addition to the foregoing and their respective apportionment obligations hereunder, (ia) the Sellers Seller 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 Assets, and (B) one-half of the fees and expenses of the Escrow Agent, (iib) the Buyer shall be responsible for all costs and expenses associated with the Buyer’s '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 Propertiesdiligence. 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 Taxestaxes, fees or other charges for which it has assumed responsibility under this Section 9.1. This indemnity shall survive all Closings hereunder7.

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) Buyer and Seller agree to comply with all real property estate transfer tax Laws applicable to the sale of the Asset. At Closing, all transfer taxes, deed stampsif any, conveyance taxesincurred in connection with the consummation of this transactions contemplated by this Agreement, documentary stamp taxes shall be paid by Seller. At Closing, all recording charges and other Taxes or chargesfees and charges (including any penalties and interest), if any, incurred in each case payable as a result connection with the consummation of the transactions contemplated herein or by this Agreement (except as provided in the conveyance of a Property to the following sentence) shall be paid by 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 Buyerwhen due. In addition to the foregoing and their respective apportionment obligations hereunder, (i) the Sellers Seller 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 Agenttransactions contemplated by this Agreement, (ii) the Buyer shall be responsible for all costs and expenses associated with the (A) Buyer’s due diligence diligence, (B) the costs of extended coverage, endorsements or similar expenses in connection with the Title Policy, (C) survey costs and (D) and title costs in connection with any lender’s title policies, and (iii) the Sellers Seller shall be responsible for any costs (including third-party lender costsA) associated with obtaining payoffs or substitutions the payment of any debt encumbering recording charges and other fees and charges in connection with the Properties. release and/or satisfaction of the Existing Mortgage, and (B) the costs of the insurance premiums attributable to standard coverage in connection with the Title Policy. (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 this Section. The provisions of this Section 9.1. This indemnity 9.1 shall survive all Closings hereunder.the Closing or the termination of this Agreement. 35 010396-1155-11787-13934730

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) Buyer and Seller agree to comply with all real property estate 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 tax laws 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 Assets. At Closing, Seller shall pay or cause to be paid (Bi) all transfer taxes, (ii) one-half (1/2) of the fees costs for the standard coverage provided in the Title Policies and expenses (iii) one-half (1/2) of all escrow charges. At Closing, Buyer shall pay (i) one-half (1/2) of the Escrow Agentcosts for the standard coverage provided in the Title Policies, (ii) the Buyer shall be responsible for all costs and expenses associated for the Title Policies other than standard coverage (including premiums, endorsements, search costs, update charges and other title charges), (iii) one-half (1/2) of all escrow charges, (iv) all fees, costs or expenses in connection with the Buyer’s due diligence reviews and analyses hereunder, (v) the cost of any update or recertification of surveys, (v) all costs associated with Buyer’s financing, including documentary stamp tax and intangible tax on any mortgage of the Property by Buyer and (iiivi) the Sellers all recording fees (other than mortgage discharge recording fees) and documentary stamp fees. Any other transaction costs shall be responsible paid by Buyer and Seller, as applicable, in accordance with local custom for any costs the Property. Seller 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. (including third-party lender costsb) associated with obtaining payoffs or substitutions of any debt encumbering the Properties. Each party to this Agreement shall indemnify the other parties party hereto and their its respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) Losses which such other party may sustain or incur as a result of the failure of either party to timely pay any of the aforementioned Taxestaxes, fees or other charges for which it has assumed responsibility under this Section 9.1. This indemnity The provisions of this Section 9.1 shall survive all Closings hereunderthe Closing indefinitely.

Transaction Costs. The Buyer and 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) agree to comply with all real property estate transfer taxes, deed stamps, conveyance taxes, documentary stamp taxes and other Taxes or charges, in each case payable as a result tax laws applicable to the sale 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 BuyerAssets. In addition to the foregoing and their respective apportionment obligations hereunder, (ia) the Sellers and the Buyer shall each be responsible for (Ai) 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 Assets, any Loan Assumption, any Failed Loan Defeasance and any of the other transactions contemplated by this Agreement, (Bii) one-half of the fees and expenses of the Escrow Agent, (iiiii) one-half of all real property transfer taxes, deed stamps, conveyance taxes, documentary stamp taxes and other taxes or charges (“Transfer Taxes”) payable as a result of the conveyance of the Assets to the Buyer pursuant to this Agreement, (iv) one-half of all title reports or abstracts with respect to the Properties commissioned by the Buyer, and (v) one-half of the policy premiums in respect of (1) any Title Policy and (2) any mortgage title insurance required in connection with an Assumed Loan affecting an Assumed Loan Property acquired by the Buyer or Buyer Affiliate Designee; (b) the Seller shall be responsible for all Loan Assumption Costs up to $3,000,000.00 in the aggregate (the “Seller Loan Cost Cap”), and (c) the Buyer shall be responsible for (i) all costs and expenses associated with the Buyer’s due diligence and all survey and search costs and updates with respect to the Properties commissioned by the Buyer, (ii) all Loan Assumption Costs in excess of the Seller Loan Cost Cap, 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 Propertiesall Failed Loan Defeasance Costs incurred pursuant to Section 2.3(d). 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 Taxestaxes, fees or other charges for which it has assumed responsibility under this Section 9.1. This indemnity Notwithstanding anything to the contrary contained herein, the Sellers shall be responsible for all costs, fees and expenses relating to matters occurring prior to the execution of this Agreement with respect to the Assumed Loans (including as a result of Sellers’ proposed “Spinco Transaction”). The obligations of Sellers and Buyer under this Section 9.1 shall survive all Closings hereunderthe Closing.