Transaction Taxes and Closing Costs. (a) Seller and Purchaser shall execute such returns, questionnaires and other documents as shall be required with regard to all applicable real property transaction taxes imposed by applicable federal, state or local law or ordinance; (b) Seller shall pay the fees of any counsel representing Seller in connection with this transaction and Seller's state and federal income tax incurred by the sale of the Property. Except as provided herein, Seller shall be responsible for no other costs. (c) Purchaser shall pay the fees of any counsel representing Purchaser in connection with this transaction. Purchaser shall also pay the following costs and expenses: (i) all escrow fees which may be charged by the Title Company or escrow agent; (ii) the fee for the title examination and the title commitment and the premium for the Owner's Policies of Title Insurance to be issued to Purchaser by the Title Company at Closing, and all endorsements thereto; (iii) the cost of any surveys; (iv) the fees for recording the Deed[s]; (v) any transfer tax, sales tax, documentary stamp tax or similar tax which becomes payable by reason of the transfer of the Property (including, without limitation, any taxes relating to a merger, if any, of the Leases with the fee ownership of the Real Property occurring as a result of this transaction); (vi) the fees for Seller's Broker and Purchaser's Broker; (vii) any other costs occasioned by this transaction (other than Seller's federal and state income tax incurred by the sale of the Property and fees of any counsel representing Seller in connection with this transaction); (d) The Personal Property is included in this sale without charge, except that Purchaser shall pay to Seller the amount of any and all sales or similar taxes payable in connection with the transfer of the Personal Property and Purchaser shall execute and deliver any tax returns required of it in connection therewith; and (e) The provisions of this Section 4.5 shall survive the Closing.

Transaction Taxes and Closing Costs. (a) The Seller shall pay for the following fees, costs and expenses: (i) the fees of any counsel representing the Seller in connection with this transaction; (ii) the Virginia grantor’s tax; (iii) the cost or fee for the insurance or endorsement over any Title Objection cured by Seller by such insurance or endorsement pursuant to Section 2.1(a) hereof; (iv) one-half of any escrow charges incurred hereunder; and (v) all other closing costs incurred by Seller on Seller’s behalf in connection with this transaction. (b) Buyer shall pay the following fees, costs and expenses: (i) the fees of any counsel representing Buyer in connection with this transaction; (ii) the recordation tax; (iii) the recording fees for the Deed; (iv) (A) the cost of the premium for an ALTA owner’s/lender’s title insurance policy for the Property and (B) any other fees or premiums for extended coverage or any endorsements requested by Buyer (excluding, however, any cost or fee for the insurance or endorsement over any Title Objection cured by Seller by such insurance or endorsement pursuant to Section 2.1(a)); (v) all costs and expenses incurred in connection with the preparation of the Surveys requested by Buyer; (vi) one-half of any escrow charges incurred hereunder; and (vii) all other closing costs incurred by Buyer on Buyer’s behalf in connection with this transaction. (viii) all assumption or other fees charged by the Lender in connection with Buyer’s assumption of the Existing Indebtedness.

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Transaction Taxes and Closing Costs. (a) The parties shall execute and deliver at Closing such returns, questionnaires and other documents as shall be required with regard to all applicable real property transfer taxes, if any, imposed by applicable State or local law; (b) Developer shall pay all transaction-related costs and expenses associated with the conveyance of the Existing Line Property, including all such costs and expenses that are typically the responsibility of sellers of real estate in the County in which said Property is located. (c) Without limiting the generality of subsection (b) above or any of Developer’s obligations pursuant to the Agreement, Developer shall also pay the following costs and expenses: (i) the escrow fee, if any, which may be charged by the Escrow Agent; (ii) the fees of any counsel representing Developer connection with this transaction; (iii) the fee for any survey, subdivision plan or any other plan or plans obtained in connection with the transaction by either party, whether or not required to consummate the transaction; (iv) the fee for any title examination, title insurance commitment, and/or the premium for any title insurance policy to be issued to Developer; and (v) the fees for recording the Deed and any other Closing documents.

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Transaction Taxes and Closing Costs. (a) Seller shall pay the fees of any counsel representing Seller in connection with this transaction. Seller shall also pay the following costs and expenses: (i) any and all transfer taxes imposed by the State of Illinois or County of Cook which become xxxxble by reason of the transactions contemplated herein; (ii) the fee charged by the Title Company for the Title Commitment and the premium for the Owner's Title Policy and the Zoning 3.1 Endorsement to the Owner's Title Policy (if any), excluding any fee or premium for extended coverage or any endorsements (other than the Zoning 3.1 Endorsement) requested by Purchaser; (iii) the cost of the Survey of the Real Property to be delivered by Seller to Purchaser hereunder; and (iv) one half of the escrow fees charged by the Title Company for any and all escrows established between Purchaser and Seller hereunder. (b) Purchaser shall pay the fees of any counsel representing Purchaser in connection with this transaction. Purchaser shall also pay the following costs and expenses: (i) any and all transfer taxes imposed by the City of Chicago which become payable by reason of the transactions contemplated herein; (ii) the fee charged by, and/or any premiums payable to, the Title Company for any endorsements (other than a Zoning 3.1 Endorsement) or extended coverage requested by Purchaser to the Owner's Title Policy and for any loan policy; (iii) one half of the escrow fees changed by the Title Company for any and all escrows established hereunder; and (iv) the fees for recording the Deed (and any other documents to be recorded as part of the transaction contemplated herein). (c) Purchaser acknowledges and agrees that other than expressly provided herein, Seller makes no representation in connection with the Fixtures and Personal Property and Seller expressly disclaims any implied warranties of merchantability or fitness for a particular purpose. The provisions of this paragraph (c) shall survive the delivery of the deed hereunder. (d) The provisions of this Section 4.5 shall survive the Closing.

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Transaction Taxes and Closing Costs. (a) The Company, prior to Closing, shall pay for the following fees, costs and expenses: (i) the fees of any counsel representing Contributor or the Company in connection with this transaction; (ii) one-half of any escrow charges incurred hereunder; and (iii) all other closing costs incurred by Contributor or the Company on Contributor’s behalf in connection with this transaction. (b) The Operating Partnership shall pay the following fees, costs and expenses: (i) the fees of any counsel representing the Operating Partnership in connection with this transaction; (ii) all of the Lender’s Fees; (iii) (A) the cost of the premium or other charges for the issuance by the Title Company of the Endorsement; (iv) all costs and expenses incurred in connection with the preparation of the Surveys requested by the Operating Partnership; (v) one-half of any escrow charges incurred hereunder; and (vi) all other closing costs incurred by the Operating Partnership on the Operating Partnership’s behalf in connection with this transaction.

Transaction Taxes and Closing Costs. Section 4.6 Conditions Precedent to Obligation of Purchaser Section 4.7 Conditions Precedent to Obligation of Seller

Transaction Taxes and Closing Costs. (a) Seller and Purchaser shall execute such returns, questionnaires and other documents as shall be required with regard to all applicable real property transaction taxes imposed by applicable federal, state or local law or ordinance; (b) Seller shall pay the fees of any counsel representing Seller in connection with this transaction. Seller shall also pay the following costs and expenses: (i) any transfer tax, sales tax, documentary stamp tax or similar tax which becomes payable by reason of the transfer of the Property; and (ii) the fees for the Broker (as hereinafter defined in Section 8.1 hereof). (c) Purchaser shall pay the fees of any counsel representing Purchaser in connection with this transaction. Purchaser shall also pay the following costs and expenses: (i) the fee for the title examination and any title commitments obtained by Purchaser and the premium for the Title Policy to be issued to Purchaser by the Title Company at Closing, and all endorsements thereto; (ii) the cost of any surveys obtained by Purchaser; and (iii) the fees for recording the Deed. (d) The Personal Property is included in this sale without charge, except that Purchaser shall pay to Seller the amount of any and all sales or similar taxes payable in connection with the transfer of the Personal Property and Purchaser shall execute and deliver any tax returns required of it in connection therewith; (e) All costs and expenses incident to this transaction and the closing thereof, and not specifically described above, shall be paid by the party incurring same; and (f) The provisions of this Section 4.5 shall survive the Closing.

Transaction Taxes and Closing Costs. (a) The Contributors and the Partnership shall execute such returns, questionnaires and other documents as shall be required with regard to all applicable real property transaction taxes imposed by applicable federal, state or local law or ordinance. (b) The Contributors shall pay: (i) the fees of any counsel representing any of the Contributors in connection with the transaction contemplated by this Agreement; (ii) with respect to Properties located in the State of New Jersey, any Realty Transfer Fee pursuant to NJSA 46:15-7 and 7.1 (the “RTF”); (iii) with respect to Properties located in the States of New York or Missouri, all transfer taxes, recordation taxes, grantor’s taxes, intangible taxes, documentary stamp taxes or similar fees or taxes of every kind or nature which becomes payable by reason of the transfer of such Property or the steps taken pursuant to Schedule 2.9; (iv) all costs and expenses associated with removing Liens and/or Encumbrances (other than the Existing Loans) from title as required pursuant to the terms hereof, including, any recording charges, reconveyance charges and prepayment fees and penalties; (v) the commission due NGKF, if any, pursuant to a separate agreement between the Contributors and NGKF; and (vi) subject to Section 11.23, all bulk sales taxes. Notwithstanding the provisions of this paragraph, the Ground Lease Contributor and the Third Floor Lease Contributor will not be required, at the Closing, to pay any transfer fee for the benefit of the City of Yonkers in connection with assignment of the Ground Lease and the Third Floor Leases and the assignment will be presented for recording without payment of such transfer fee. If the recording authority does not accept the ACTIVE/90358678.5 assignment document by reason of failure to pay such transfer fee or, after the Closing, any governmental authority demands payment of such a transfer fee and the Ground Lease Contributor or Third Floor Lease Contributor is unable to obtain an acknowledgement from the demanding authority that such transfer fee is not payable, the Ground Lease Contributor or Third Floor Lease Contributor or, as applicable, the Holders with respect to the Ground Lease Contributor or Third Floor Lease Contributor, will be responsible for the payment of the transfer fee (but shall have the right to contest payment of such transfer fee in any manner available prior to payment of such transfer fee). (c) The Contributors agree that the transfer of the Propert...

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