Common use of Transaction Taxes and Closing Costs Clause in Contracts

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) 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 transaction. Seller shall also pay the following costs and expenses: (i) one-half of the escrow fee, if any, which may be charged by the Escrow Agent or Title Company; (ii) the fees for Seller's state and federal income Broker; and (iii) any transfer tax, sales tax, documentary stamp tax incurred or similar tax which becomes payable by the sale reason of the Property. Except as provided herein, transfer of the Property from Seller shall be responsible for no other costs.to Purchaser; (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 one-half of the escrow fees fee, if any, which may be charged by the Escrow Agent or Title Company or escrow agentCompany; (ii) the fee for the title examination and the title commitment Title Commitment and the premium for the Owner's Policies Policy of Title Insurance to be issued to Purchaser by the Title Company at Closing, and all endorsements thereto; (iii) the cost of any surveysthe Survey; (iv) the fees for recording the Deed[s];Deed; and (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 (broker, other than Seller's federal and state income tax incurred by the sale of the Property and fees of any counsel representing Seller Broker, that Purchaser has dealt with or engaged on its behalf or for its benefit, in connection with the transaction contemplated by this transaction)Agreement, if any; (d) The Personal Property is included in this sale without charge, except charge and each party acknowledges that Purchaser shall pay to Seller the amount of any and all sales or similar taxes payable in connection with the transfer no portion of the Purchase Price is attributable to the Personal Property Property; (e) All costs and Purchaser expenses incident to this transaction and the closing thereof, and not specifically described above, shall execute and deliver any tax returns required of it in connection therewithbe paid by the party incurring same; and (ef) The provisions of this Section 4.5 shall survive the Closing.

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 transaction. Seller shall also pay the following costs and Seller's state and federal income tax incurred expenses: (i) one-half (112) of the escrow fee, if any, which may be charged by the sale Escrow Agent or Title Company; (ii) State and County transfer taxes; (iii) the premium charged by the Title Company for Title Policy, including the costs of any extended coverage endorsement and those endorsements required to cure title exceptions that Seller is obligated to remove pursuant to Sections 2.2 or 2.3, but excluding the costs of any other endorsement to the Title Policy; (iv) the cost of the Property. Except Survey; and (v) the fees and expenses of the Broker (as provided herein, Seller shall be responsible for no other costshereinafter defined). (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 one-half (112) of the escrow fees fee, if any, which may be charged by the Escrow Agent or Title Company or escrow agent; Company; (ii) the fee for the title examination and the title commitment and the premium for the Owner's Policies Village of Title Insurance to be issued to Purchaser by the Title Company at Closing, and all endorsements thereto; Elk Grove transfer tax; (iii) the cost of any surveys; premium for all endorsements to the Title Policy (other than an extended coverage endorsement and those endorsements required to cure title exceptions that Seller is obligated to remove pursuant to Sections 2.2 and 2.3); and (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 all costs and Purchaser's Broker; (vii) any other costs occasioned by this transaction (other than Seller's federal and state income tax expenses 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 transferable warranties, permits or licenses in connection therewithwith the ownership or operation of the Property; (d) 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 (e) The provisions of this Section 4.5 shall survive the Closing.

Transaction Taxes and Closing Costs. (a) Seller and Purchaser Buyer 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 Seller shall also pay the following costs and expenses: (i) all one-half (1/2)of the escrow fees fee, if any, which may be charged by the Escrow Holder or Title Company or escrow agentCompany; (ii) the fee for the title examination and the title commitment and the premium for the a CLTA Owner's Policies Policy of Title Insurance to be issued to Purchaser Buyer by the Title Company at Closing, and all endorsements thereto; (iii) one-half (1/2) of the cost of any surveysfees for recording the Deed; (iv) the fees for recording the Deed[s]; (v) any documentary 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)Property; (viv) the fees for Seller's Broker and Purchaser's Broker;, if any, identified in Article VIII hereof. (viic) any other costs occasioned by this transaction (other than Seller's federal and state income tax incurred by Buyer shall pay the sale of the Property and fees of any counsel representing Seller Buyer in connection with this transaction). Buyer shall also pay the following costs and expenses: (i) one-half (1/2) of the escrow fee, if any, which may be charged by the Escrow Holder or Title Company; (ii) the premium for the ALTA Extended Coverage Owner's Policy of Title Insurance to be issued to Buyer by the Title Company at Closing, and the fee for all endorsements thereto, to the extent that those costs exceed the cost of a CLTA Standard Coverage Owner's Policy; (iii) one- half (1/2) of the fees for recording the Deed; (iv) the cost of the Survey. (d) The Personal Property is included in this sale without charge, except that Purchaser Seller shall be obligated to pay to Seller the amount of any and all sales or similar taxes payable in connection with the transfer of the Personal Property Property; (e) All costs and Purchaser expenses incident to this transaction and the Closing hereof, and not specifically described above, shall execute and deliver any tax returns required of it in connection therewithbe paid by the party incurring same; and (ef) The provisions of this Section 4.5 shall survive the Closing.

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 Seller shall also pay the following costs and expenses: (i) all one-half of the escrow fees fee, if any, which may be charged by the Escrow Agent or Title Company or escrow agentCompany; (ii) the fee for the title examination and the title commitment Title Commitment and the premium for the Owner's Policies ALTA Policy of Title Insurance to be issued to Purchaser by the Title Company at Closing, and all endorsements thereto; (iii) the cost of any surveysfees for recording the Deed; (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 from Seller to a merger, if any, of the Leases with the fee ownership of the Real Property occurring as a result of this transaction);Purchaser; and (viv) all fees and commissions payable to the fees for Seller's Broker and Purchaser's Broker;, as defined in Section 8.1 below, up to but not to exceed the sum of Seven Hundred Fifty Thousand Dollars ($750,000.00). (viic) any other costs occasioned by this transaction (other than Seller's federal and state income tax incurred by Purchaser shall pay the sale of the Property and fees of any counsel representing Seller Purchaser in connection with this transaction). Subject to Section 4.4(b)(vii) above, Purchaser shall also pay the following costs and expenses: (i) one-half of the escrow fee, if any, which may be charged by the Escrow Agent or Title Company; (ii) the premium for all endorsements relating to the Owner's Policy of Title Insurance to be issued to Purchaser by the Title Company at Closing; (iii) the cost of the Survey or any update of any survey in Seller's possession, as Purchaser may elect, and the cost of any special language requested by Purchaser; and (iv) all fees and commissions payable to the Broker in excess of the amount to be paid by Seller pursuant to Section 4.5(b)(v) above. (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) 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. (f) The provisions of this Section 4.5 shall survive the Closing.

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) in the event the Distribution Center Loan is satisfied, any costs charged by the lender relating to the satisfaction of Distribution Center Loan (such as prepayment fees) other than payment of the outstanding principal balance of the Distribution Center Loan; (viii) 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) Seller and Purchaser Buyer 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 Seller shall also pay the following costs and expenses: (i) all one-half (1/2) of the escrow fees fee, if any, which may be charged by the Escrow Holder or Title Company or escrow agentCompany; (ii) the fee for the title examination and the title commitment and the premium for the CLTA Standard Coverage Owner's Policies ’s Policy of Title Insurance in the amount of the Purchase Price to be issued to Purchaser Buyer by the Title Company at Closing, and all endorsements thereto;; and (iii) the cost of any surveys; (iv) the fees for recording the Deed[s]; (v) any documentary 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);Property. (vic) Buyer shall pay 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 Buyer in connection with this transaction). Buyer shall also pay the following costs and expenses: (i) one-half (1/2) of the escrow fee, if any, which may be charged by the Escrow Holder or Title Company; (ii) the fees for recording the Deed; and (iii) the additional premium for the ALTA Extended Owner’s Policy of Title Insurance to be issued to Buyer by the Title Company at Closing, and the fee for all endorsements thereto, to the extent that those costs exceed the cost of a CLTA Standard Coverage Owner’s Policy. (d) The Personal Property is included in All costs and expenses incident to this sale without chargetransaction and the Closing hereof, except that Purchaser and not specifically described above, shall pay to Seller be paid by 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 therewithparty incurring same; and (e) The provisions of this Section 4.5 shall survive the Closing.

Transaction Taxes and Closing Costs. (a) Seller and Purchaser Buyer 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 Seller shall also pay the following costs and expenses: (i) all one-half (1/2) of the escrow fees fee, if any, which may be charged by the Escrow Holder or Title Company or escrow agentCompany; (ii) the fee for the title examination and the title commitment and the premium for the CLTA Standard Coverage Owner's Policies ’s Policy of Title Insurance in the amount of the Purchase Price to be issued to Purchaser Buyer by the Title Company at Closing, and all endorsements thereto; (iii) the cost one-half (1/2) of any surveys; (iv) the fees for recording the Deed[s];Deed, the ROFR Agreement and the Buyer’s Deed of Trust; and (viv) any documentary 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);Property. (vic) Buyer shall pay 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 Buyer in connection with this transaction). Buyer shall also pay the following costs and expenses: (i) one-half (1/2) of the escrow fee, if any, which may be charged by the Escrow Holder or Title Company; (ii) one-half (1/2) of the fees for recording the Deed, the ROFR Agreement and the Buyer’s Deed of Trust; and (iii) the additional premium for the ALTA Extended Owner’s Policy of Title Insurance to be issued to Buyer by the Title Company at Closing, and the fee for all endorsements thereto, to the extent that those costs exceed the cost of a CLTA Standard Coverage Owner’s Policy. (d) The Personal Property is included in All costs and expenses incident to this sale without chargetransaction and the Closing hereof, except that Purchaser and not specifically described above, shall pay to Seller be paid by 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 therewithparty incurring same; and (e) The provisions of this Section 4.5 shall survive the Closing.

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 transaction. Seller shall also pay the following costs and Seller's state and federal income tax incurred expenses: (i) one-half (1/2) of the escrow fee, if any which may be charged by the sale Escrow Agent or Title Company; (ii) one-half of any transfer tax, sales tax, documentary stamp tax or similar tax which becomes payable by reason of the Property. Except transfer of the Property and (iii) the fees for Seller’s Broker (as provided herein, Seller shall be responsible for no other costs.hereinafter defined); (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 one half (1/2) of the escrow fees fee, if any, which may be charged by the Escrow Agent or Title Company or escrow agent; Company; (ii) the fee cost of updating the Survey (if any); (iii) the fees for recording the title examination and the title commitment and Deed; (iv) the premium for the Owner's Policies of Title Insurance Policy to be issued to Purchaser by the Title Company at Closing, Closing and all endorsements thereto; (iii) the cost of any surveys; (iv) the fees for recording the Deed[s]; ; (v) one-half of 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); Property; (vi) all costs and expenses incurred in connection with the fees for Seller's Broker transfer of any transferable permits, warranties, licenses or non-cash security deposits in connection with the ownership or operation of the Property; and Purchaser's Broker; (vii) any other all costs occasioned by this transaction and expenses associated with Purchaser’s financing and the fee for Purchaser’s Broker (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 transactionas hereinafter defined); (d) The Personal Property is included in this sale without charge, except that and 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 Property. Purchaser and Purchaser Seller 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 (ef) The provisions of this Section 4.5 shall survive the Closing.

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 transaction. Seller shall also pay the following costs and Seller's state and federal income tax incurred expenses: (i) one-half (1/2) escrow fee, if any, which may be charged by the sale Escrow Agent or Title Company; (ii) one-half (1/2) of transfer tax, sales tax, documentary tax or similar tax which becomes payable by reason of the transfer of the Property. Except as provided herein, Seller shall be responsible for no other (iii) the cost of paying off Seller's existing financing and obtaining applicable releases, including but not limited to payment of any prepayment premium or defeasance costs; and (iv) the cost of the Updated Survey. (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 one half (1/2) of the escrow fees fee, if any, which may be charged by the Escrow Agent or Title Company or escrow agent; Companies; (ii) the fee for the title examination and the title commitment and the premium for the Owner's Policies of Title Insurance Policy to be issued to Purchaser by the Title Company at Closing, and all including any endorsements thereto; to the Title Policy; (iii) all costs and expenses incurred in connection with the cost transfer of any surveys; transferable permits, warranties, licenses or non-cash security deposits in connection with the ownership or operation of the Property; (ivv) the fees for recording the Deed[s]; deed and one-half (v1/2) of any transfer tax, sales tax, documentary stamp tax or similar tax which becomes payable by reason of the transfer of the Property (includingProperty, 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); and (vi) the fees for Seller's Broker all costs and expenses associated with 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);financing. (d) The Personal Property is included in this sale without charge, except that Purchaser and Seller shall pay to Seller the amount of any and all sales or similar taxes payable in connection with the transfer of the Personal Property Property. Purchaser and Purchaser Seller 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 (ef) The provisions of this Section 4.5 shall survive the Closing.

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 transaction. Seller shall also pay the following costs and Seller's state and federal income tax incurred expenses: (i) one-half of the escrow fee, if any, which may be charged by the sale Escrow Agent or Title Company in connection with Closing escrow; (ii) the premium for the Title Policy to be issued to Purchaser by the Title Company at Closing with extended coverage (but not any other endorsements thereto); (iii) the cost of the Survey; (iv) any transfer tax which becomes payable to the State of Illinois or Xxxx County by reason of the transfer of the Property. Except ; (v) the fees for Seller’s Broker (as provided hereinhereinafter defined); and (vi) all costs and expenses incurred in connection with the transfer of any transferable permits, Seller shall be responsible for no other costs.warranties or licenses in connection with the ownership or operation of the Property; (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 one-half of the escrow fees fee, if any, which may be charged by the Escrow Agent or Title Company or escrow agent; in connection with the Closing escrow; (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; revisions or updates to the Survey; (iviii) the fees for recording the Deed[s]; Deed; (vi) the premium for any endorsements to the Title Policy (other than extended coverage); (v) any transfer tax, sales tax, documentary stamp tax or similar tax which becomes payable to the Village of Xxxxxxx Estates 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); Property; and (vi) the fees for Seller's Broker all costs and expenses associated with 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)’s financing; (d) The Personal Property is included in this sale without charge, except that Purchaser Seller 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 (ef) The provisions of this Section 4.5 shall survive the Closing.

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 transaction. Seller shall also pay the following costs and expenses: (i) one-half (1/2) escrow fee, if any, which may be charged by the Escrow Agent or Title Company; (ii) the cost of paying off Seller's state existing financing and federal income tax incurred by obtaining applicable releases, including but not limited to payment of any prepayment premium or defeasance costs; and (iii) the sale cost of the Property. Except as provided herein, Seller shall be responsible for no other costsUpdated Survey. (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:and (i) all one half (1/2) of the escrow fees fee, if any, which may be charged by the Escrow Agent or Title Company or escrow agent; Companies; (ii) the fee for the title examination and the title commitment and the premium for the Owner's Policies of Title Insurance Policy to be issued to Purchaser by the Title Company at Closing, and all including any endorsements thereto; to the Title Policy; (iii) all costs and expenses incurred in connection with the cost transfer of any surveys; transferable permits, warranties, licenses or non-cash security deposits in connection with the ownership or operation of the Property; (ivv) the fees for recording the Deed[s]; (v) deed and any transfer tax, sales tax, documentary stamp tax or similar tax which becomes payable by reason of the transfer of the Property (includingProperty, 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); and (vi) the fees for Seller's Broker all costs and expenses associated with 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);financing. (d) The Personal Property is included in this sale without charge, except that Purchaser and Seller shall pay to Seller the amount of any and all sales or similar taxes payable in connection with the transfer of the Personal Property Property. Purchaser and Purchaser Seller 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 (ef) The provisions of this Section 4.5 shall survive the Closing.

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 transaction. Seller shall also pay the following costs and Seller's state and federal income tax incurred expenses: (i) one-half of the escrow fee, if any, which may be charged by the sale Escrow Agent or Title Company; (ii) the fees for Seller’s Broker; and (iii) any transfer tax, sales tax, documentary stamp tax or similar tax which becomes payable by reason of the Property. Except as provided herein, transfer of the Property from Seller shall be responsible for no other costs.to Purchaser; (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 one-half of the escrow fees fee, if any, which may be charged by the Escrow Agent or Title Company or escrow agentCompany; (ii) the fee for the title examination and the title commitment Title Commitment and the premium for the Owner's Policies ’s Policy of Title Insurance to be issued to Purchaser by the Title Company at Closing, and all endorsements thereto; (iii) the cost of any surveysthe Survey; (iv) the fees for recording the Deed[s];Deed; and (v) the fees for any transfer taxbroker, sales taxother than Seller’s Broker, documentary stamp tax that Purchaser has dealt with or similar tax which becomes payable engaged on its behalf or for its benefit, in connection with the transaction contemplated by reason of the transfer of the Property (including, without limitation, any taxes relating to a mergerthis Agreement, 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 charge and each party acknowledges that Purchaser shall pay to Seller the amount of any and all sales or similar taxes payable in connection with the transfer no portion of the Purchase Price is attributable to the Personal Property Property; (e) All costs and Purchaser expenses incident to this transaction and the closing thereof, and not specifically described above, shall execute and deliver any tax returns required of it in connection therewithbe paid by the party incurring same; and (ef) The provisions of this Section 4.5 shall survive the Closing.

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;ordinance including without limitation the PE20 And PE20A Certificate Of Real Estate Value and Certificate Of Real Estate Value Supplemental Schedule forms attached hereto as Exhibit U. (b) Seller shall pay the fees of any counsel representing Seller in connection with this transaction transaction. Seller shall also pay the following costs and Seller's state expenses: (i) one-half (1/2) of the escrow or closing fee, if any, which may be charged by the Escrow Agent or Title Company; (ii) the cost of the updated Survey delivered to Purchaser, but not any subsequent updates thereto that Purchaser may obtain; (iii) the costs to obtain and/or update only the environmental reports and federal income tax incurred property condition assessment reports included among the Deliveries, but not any additional costs for additional reports commissioned by Purchaser; (iv) the transfer, documentary stamp, recordation or similar taxes which becomes payable by reason of the transfer of the Property and recording the Deed; (v) the cost of all recording fees for the Declaration Release and any documents required to remove the Monetary Objections; (vi) any commission or fees payable to Eastdil Secured Broker Services, Inc. (“Broker”) by reason of the sale of the Property. Except as provided herein; and (vii) the fee for the title examination, Seller shall the Title Commitment and the premium for the Title Policy (other than endorsements) to be responsible for no other costsissued to Purchaser by the Title Company at Closing pursuant to the Title Commitment. (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 any premiums or additional costs attributable to endorsements to the Title Company Policy or escrow agentadditional title insurance coverage, including, without limitation, any endorsements or title coverage related to any financing by Purchaser; (ii) the fee for cost of any new updates to the title examination and the title commitment and the premium for the Owner's Policies of Title Insurance to be issued Survey delivered to Purchaser by the Title Company at Closing, and all endorsements theretoor surveys Purchaser may obtain; (iii) the cost one hundred percent (100%) of any surveys; (iv) the fees for recording the Deed[s]; (v) any transfer tax, sales mortgage tax, documentary stamp tax, intangibles tax or similar tax which becomes payable by reason of any security instrument caused by Purchaser to be recorded on the transfer of the Property Property; (iv) all due diligence costs incurred by Purchaser, including, without limitation, costs incurred to obtain any taxes relating new environmental reports and property condition assessment reports or to a mergerfurther update any such reports included among the Deliveries; (v) costs of any consultants, advisors, brokers (excluding Broker) and other agents or independent contractors engaged by Purchaser; and (vi) recording fees for any and all documents to be recorded other than those set forth in Section 5.5(b)(v) hereof; and (vii) one-half (1/2) of the escrow or closing fees, 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 which may be charged by the sale of the Property and fees of any counsel representing Seller in connection with this transaction);Escrow Agent or Title Company. (d) The Personal Property is included in All costs and expenses incident to this sale without chargetransaction and the closing thereof, except that Purchaser and not specifically described above, shall pay to Seller be paid by 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; andparty incurring same. (e) The provisions of this Section 4.5 5.5 shall survive the Closing.

Transaction Taxes and Closing Costs. (a) Seller and Purchaser Buyer 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 Seller shall also pay the following costs and expenses: (i) all one-half (1/2) of the escrow fees fee, if any, which may be is charged by the Title Company or escrow agentCompany; (ii) the fee for the title examination and the title commitment and the premium for the ALTA Standard Coverage Owner's ’s Policies of Title Insurance and ALTA Standard Coverage Leasehold Policy of Title Insurance (or their equivalent in applicable jurisdictions), as applicable, relating to the Properties to be issued to Purchaser Buyer by the Title Company at ClosingClosing (provided that in no event shall Seller be required to pay more than $423,503 for the foregoing, and all endorsements theretoas such amount may be reduced to account for any Properties which become Deleted Properties or for which a Closing otherwise does not occur) (the “Base Policy Premium”); (iii) the cost fees for recording the Deeds and any additional recording fees incurred in connection with the satisfaction of any surveys;Seller’s obligations hereunder (if any); and (iv) the fees for recording the Deed[s]; (v) such portion, if any, of any documentary transfer tax, sales tax, documentary stamp tax or similar tax (including, without limitation, City, County and State documentary transfer taxes, as applicable) which becomes payable by reason of the transfer of the Properties (collectively, “Transfer Taxes”), and which is customarily paid by sellers in comparable transactions in the jurisdiction in which each component of the Property is located. (includingc) Buyer shall pay the fees of any counsel representing Buyer in connection with this transaction. Buyer shall also pay the following costs and expenses: (i) one-half (1/2) of the escrow fee, without limitationif any, which is charged by the Title Company; (ii) any taxes relating recording fees incurred in connection with the satisfaction of Buyer’s obligations hereunder (if any); (iii) the premium for the Owner’s Policies of Title Insurance and Leasehold Policy of Title Insurance to a mergerbe issued to Buyer by the Title Company at Closing, and the entire cost of all endorsements thereto, but only to the extent that those costs exceed the cost of the Base Policy Premium which Seller is required to pay pursuant to Section 4.6(b)(ii); (iv) the cost of any New Surveys and Buyer’s own due diligence expenses; and (v) such portion, if any, of the Leases with Transfer Taxes as is customarily paid by buyers in comparable transactions in 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 jurisdiction in which each component of the Property and fees of any counsel representing Seller in connection with this transaction);is located. (d) The Personal Property is included in this sale without chargecharge and without any allocation of Purchase Price thereto, except that Purchaser however, Buyer shall pay to Seller be responsible for 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; andProperty. (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. (f) The provisions of this Section 4.5 4.6 shall survive the Closing.

Transaction Taxes and Closing Costs. (a) Seller and Purchaser Buyer 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 Seller shall also pay the following costs and expenses: (i) all one-half (1/2) of the escrow fees fee, if any, which may be is charged by the Escrow Holder or Title Company or escrow agentCompany; (ii) the fee for the title examination and the title commitment and the premium for the CLTA Standard Coverage Owner's Policies Policy of Title Insurance to be issued to Purchaser Buyer by the Title Company at Closing; (iii) the fees for recording the Deed and any additional recording fees incurred in connection with the satisfaction of Seller's obligations hereunder (if any); and (iv) subject to Section 8.1 below, any documentary transfer tax or similar tax (including, without limitation, City and County documentary transfer taxes, as applicable) which becomes payable by reason of the transfer of the Properties ("Documentary Transfer Taxes"). (c) Buyer shall pay the fees of any counsel representing Buyer in connection with this transaction. Buyer shall also pay the following costs and expenses: (i) one-half (1/2) of the escrow fee, if any, which is charged by the Escrow Holder or Title Company; (ii) the premium for the Owner's Policy of Title Insurance to be issued to Buyer by the Title Company at Closing, and all endorsements thereto, but only to the extent that those costs exceed the cost of a CLTA Standard Coverage Owner's Policy; (iii) any recording fees incurred in connection with the cost satisfaction of any surveysBuyer's obligations hereunder (if any); (iv) the fees for recording cost of the Deed[s];Survey; and (v) any transfer tax, sales tax, documentary stamp tax or similar tax Documentary Transfer Taxes which becomes payable by reason of the transfer of the Property (including, without limitation, any taxes relating are Buyer's responsibility pursuant 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);Section 8.1 below. (d) The Personal Property is included in this sale without charge, except that Purchaser and Buyer shall pay to Seller be responsible for the amount of any and all sales or similar taxes payable in connection with the transfer of the Personal Property Property; (e) All costs and Purchaser expenses incident to this transaction and the Closing thereof, and not specifically described above, shall execute and deliver any tax returns required of it in connection therewithbe paid by the party incurring same; and (ef) The provisions of this Section 4.5 shall survive the Closing.

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 transaction. Seller shall also pay the following costs and Seller's state and federal income tax incurred expenses: (i) one-half (1/2) of the escrow fee, if any, which may be charged by the sale Escrow Agent or Title Company; and (ii) the cost of all recording fees for the Deeds and Ground Lease Assignments; (iii) one-half (1/2) of the costs of all lender consents required to assign the mortgage loan on the 5670 Wilshire Project, and any other costs incurred to permit the assumption of such mortgage loan; (iv) in the event that lender consent is not obtained with respect to the assignment and assumption of the mortgage loan on the 5670 Wilshire Project, one-half (1/2) of the costs incurred in connection with the defeasance of the mortgage loan on the 5670 Wilshire Project; provided, however, that Seller shall be obligated to pay the portion of the defeasance payments that represent the principal amount of such mortgage loan (which payments shall be funded from the proceeds of a new mortgage loan secured by such Project); and (v) one-half (1/2) of any transfer tax, documentary stamp tax or similar tax which becomes payable by reason of the transfer 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 one-half (1/2) of the escrow fees fee, if any, which may be charged by the Escrow Agent or Title Company or escrow agentCompany; (ii) the fee for the any title examination and the title commitment and the premium for the Owner's Policies of Title Insurance any title policy to be issued to Purchaser by the Title Company at Closing, and all endorsements thereto, as well as all costs related to any lender’s title insurance; (iii) the cost of any surveyssurveys or updates thereof obtained by Purchaser; (iv) one-half (1/2) of the fees for recording costs of all lender consents required to assign the Deed[s]mortgage loan on the 5670 Wilshire Project, and any other costs incurred to permit the assumption of such mortgage loan; (v) in the event that lender consent is not obtained with respect to the assignment and assumption of the mortgage loan on the 5670 Wilshire Project, one-half (1/2) of the costs incurred in connection with the defeasance of the mortgage loan on the 5670 Wilshire Project; provided, however, that Purchaser shall not be obligated to pay the portion of the defeasance payments that represent the principal amount of such mortgage loan (which payments shall be funded from the proceeds of a new mortgage loan secured by such Project); (vi) all of the costs incurred, if any, in connection with the refinancing of the mortgage loan on the 5670 Wilshire Project; (vii) one-half (1/2) of 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)Property; (viviii) any mortgage tax, documentary stamp tax, intangibles tax or similar tax which becomes payable by reason of any security instrument caused by Purchaser to be recorded on the Property; and all other fees for Seller's Broker and expenses associated with any financing obtained by Purchaser's Broker, whether secured or unsecured; (viiix) any other costs occasioned by this transaction (recording fees for documents to be recorded other than Seller's federal the Deeds and state income tax incurred by Ground Lease Assignments; and (x) all costs and expenses of Purchaser’s inspections and investigations with respect to the sale of the Property and fees of any counsel representing Seller in connection with this transaction);Property. (d) The Personal Property is included in All costs and expenses incident to this sale without chargetransaction and the closing thereof, except that Purchaser and not specifically described above, shall pay to Seller be paid by 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; andparty incurring same. (e) The provisions of this Section 4.5 shall survive the Closing.

Transaction Taxes and Closing Costs. (a) Seller and Purchaser Buyer 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 Seller shall also pay the following costs and expenses: (i) all one-half (1/2) of the escrow fees fee, if any, which may be is charged by the Title Company or escrow agentEscrow Holder; (ii) the fee for the title examination and the title commitment and with respect to each Property, the premium for the ALTA Standard Coverage Owner's Policies ’s Policy of Title Insurance (or its equivalent in applicable jurisdiction) to be issued to Purchaser Buyer by the Title Company at Closing, and all endorsements thereto;; and (iii) the cost of any surveysCurative Endorsements; (iv) except as expressly provided in Section 4.5 hereof, all costs incurred in connection with the prepayment, satisfaction or reconveyance of any loan under which Seller is the borrower and which is secured by any of the Properties, including, without limitation, all prepayment, reconveyance and recording fees, penalties or charges, and any legal fees for recording the Deed[s];associated therewith; and (v) any all documentary transfer tax, sales tax, documentary stamp tax or similar tax (including, without limitation, City, County and State documentary transfer taxes, as applicable) which becomes payable by reason of the transfer of the Property Properties by Seller to Buyer (includingcollectively, 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“Transfer Taxes”);. (vic) Buyer shall pay 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 Buyer in connection with this transaction). Buyer shall also pay the following costs and expenses: (i) one-half (1/2) of the escrow fee, if any, which is charged by the Escrow Holder; (ii) the fees for recording the Deeds; (iii) with respect to each Property, the premium for any extended portion of the Owner’s Policy of Title Insurance (or its equivalent in applicable jurisdiction) to be issued to Buyer by the Title Company at Closing; and (iv) the cost of all endorsements for each Title Policy, excluding all Curative Endorsements; (v) the cost of any New Surveys and Buyer’s own due diligence expenses. (d) The Personal Property is included in this sale without charge, except that Purchaser however, Buyer shall pay to Seller be responsible for 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; andProperty. (e) All costs and expenses incident to this transaction and the Closing thereof, and not specifically described above or elsewhere in this Agreement shall be allocated in accordance with the closing customs for the County in which the Property is located. (f) The provisions of this Section 4.5 4.6 shall survive the Closing.

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 transaction. Seller shall also pay the following costs and expenses: (i) one-half of the escrow fee, if any, which may be charged by the Escrow Agent or the Title Companies; (ii) any transfer tax, documentary stamp tax or similar tax (other than sales tax) which becomes payable by reason of the transfer of the Property from Seller to Purchaser; (iii) the fees for 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.Broker pursuant to separate agreement; (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 one-half of the escrow fees fee, if any, which may be charged by the Escrow Agent or the Title Company or escrow agentCompanies; (ii) the fee for the title examination and the title commitment Title Commitment and the premium for the Owner's Policies of Title Insurance to be issued to Purchaser by the Title Company Companies at Closing, and all endorsements theretothereto and any fees incurred in updating the Survey; (iii) the cost of any surveys;fees for recording the Deed; and (iv) the fees for recording any broker, other than Seller's Broker, that Purchaser has dealt with or engaged on its behalf or for its benefit in connection with the Deed[s];transaction contemplated by this Agreement, if any. (vd) any transfer taxPurchaser shall, at Seller's option, (i) pay to Seller, sales taxtax in the amount of $793,363.75, documentary stamp tax or similar tax which becomes payable by reason calculated at the rate of 8.375 percent of the transfer Purchase Price attributed to Personal Property; upon receipt of such payment, Seller shall remit same to the Property New York State Department of Taxation and Finance; or (includingii) present to Seller, without limitationa New York State Direct Pay Permit, any taxes relating entitling Purchaser to a mergerpay such sales tax directly to the New York State Department of Taxation and Finance. Purchaser shall indemnify Seller as to all claims regarding sales taxes, including interest and penalties, if any, owing to the sale and transfer of the Leases with the fee ownership Personal Property in this transaction. Such indemnity shall include reasonable attorney fees of the Real Property occurring as a result Seller expended to efforts to defend against such claim. The provisions 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); sub-clause (d) The Personal Property is included in this sale without charge, except that Purchaser shall pay to Seller survive 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; andClosing. (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. (f) The provisions of this Section 4.5 shall survive the Closing.

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, Seller hereby agreeing to comply with the withholding requirements imposed by the State of Mississippi on the sale of real estate by non-Mississippi domiciled entities but not hereby waiving any applicable exemption from those withholding requirements; (b) Seller shall pay the fees of any counsel representing Seller in connection with this transaction transaction. Seller shall also pay the following costs and expenses: (i) one-half (1/2) of the escrow fee, if any, which may be charged by the Escrow Agent (if other than Title Company but not more than Seven Hundred Fifty and No/100 Dollars ($750.00); and (ii) the fees and all other costs for recording the Deed, including all deed transfer and privilege taxes, documentary stamps, intangibles taxes and other similar taxes (however characterized) incurred in connection with this transaction; and (iii) the real estate commission payable to Seller's state and federal income tax incurred by the sale of the Property. Except Broker as provided herein, Seller shall be responsible for no other costsin Section 8.1. (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 the balance of the escrow fees fee, if any, which may be charged by the Title Company or escrow agentEscrow Agent; (ii) the fee premium and all other costs for the title examination and the Title Policy requested by it and for any loan title commitment and policy required by its lender, if any; provided, however, Seller shall pay the premium for the Owner's Policies of any Title Insurance Policy endorsement which Seller shall have agreed in writing to be issued provide to Purchaser cure or otherwise address a title objection made by the Title Company at Closing, and all endorsements thereto;Purchaser; and (iii) the cost of any surveys; (iv) the fees for recording the Deed[s]; (v) any transfer taxall fees, 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 costs and Purchaser's Broker; (vii) any other costs occasioned by this transaction (other than Seller's federal and state income tax expenses incurred by Purchaser for any investigations, studies, reports, assessments, appraisals or other due diligence items obtained by it, including the sale of the Property and fees of any counsel representing Seller in connection with this transaction);Survey. (d) The Personal Property is included in All costs and expenses incident to this sale without chargetransaction and the closing thereof, except that Purchaser and not specifically described above, shall pay to Seller be paid by 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; andparty incurring same. (e) The provisions of this Section 4.5 shall survive the Closing.

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 transaction. Seller shall also pay the following costs and expenses: (i) one-half of the escrow fee, if any, which may be charged by the Escrow Agent or the Title Companies; (ii) any transfer tax, documentary stamp tax or similar tax (other than sales tax) which becomes payable by reason of the transfer of the Property from Seller to Purchaser; (iii) the fees for 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.Broker pursuant to separate agreement; (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 one-half of the escrow fees fee, if any, which may be charged by the Escrow Agent or the Title Company or escrow agentCompanies; (ii) the fee for the title examination and the title commitment Title Commitment and the premium for the Owner's Policies of Title Insurance to be issued to Purchaser by the Title Company Companies at Closing, and all endorsements theretothereto and any fees incurred in updating the Survey; (iii) the cost of any surveys;fees for recording the Deed; and (iv) the fees for recording any broker, other than Seller's Broker, that Purchaser has dealt with or engaged on its behalf or for its benefit in connection with the Deed[s];transaction contemplated by this Agreement, if any. (vd) any transfer taxPurchaser shall, at Seller's option, (i) pay to Seller, sales taxtax in the amount of $214,965.31, documentary stamp tax or similar tax which becomes payable by reason calculated at the rate of 8.375 percent of the transfer Purchase Price attributed to Personal Property; upon receipt of such payment, Seller shall remit same to the Property New York State Department of Taxation and Finance; or (includingii) present to Seller, without limitationa New York State Direct Pay Permit, any taxes relating entitling Purchaser to a mergerpay such sales tax directly to the New York State Department of Taxation and Finance. Purchaser shall indemnify Seller as to all claims regarding sales taxes, including interest and penalties, if any, owing to the sale and transfer of the Leases with the fee ownership Personal Property in this transaction. Such indemnity shall include reasonable attorney fees of the Real Property occurring as a result Seller expended to efforts to defend against such claim. The provisions 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); sub-clause (d) The Personal Property is included in this sale without charge, except that Purchaser shall pay to Seller survive 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; andClosing. (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. (f) The provisions of this Section 4.5 shall survive the Closing.

Transaction Taxes and Closing Costs. (a) Seller and Purchaser Buyer 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 Seller shall also pay the following costs and expenses: (i) all one-half (1/2) of the escrow fees fee, if any, which may be is charged by the Escrow Holder or Title Company or escrow agentCompany; (ii) the fee for the title examination and the title commitment and the premium for the ALTA Standard Coverage Owner's Policies ’s Policy of Title Insurance to be issued to Purchaser Buyer by the Title Company at Closing, and all endorsements thereto; (iii) the cost fees for recording the Deed and any additional recording fees incurred in connection with the satisfaction of any surveysSeller’s obligations hereunder (if any); (iv) the fees for recording the Deed[s]; one-half (v1/2) of any documentary transfer tax, sales tax, documentary stamp tax or similar tax (including, without limitation, City and County documentary transfer taxes, as applicable) which becomes payable by reason of the transfer of the Property (includingcollectively, without limitation, any taxes relating “Transfer Taxes”); and (v) the brokerage fees due to a mergerSeller’s Broker (as defined in Section 8.1 below), if any, of the Leases with the fee ownership of the Real Property occurring as a result of this transaction);. (vic) Buyer shall pay 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 Buyer in connection with this transaction. Buyer shall also pay the following costs and expenses: (i) one-half (1/2) of (A) the escrow fee, if any, which is charged by the Escrow Holder or Title Company and (B) the Transfer Taxes; (ii) the premium for the Owner’s Policy of Title Insurance to be issued to Buyer by the Title Company at Closing, and all endorsements thereto, but only to the extent that those costs exceed the cost of a ALTA Standard Coverage Owner’s Policy; (iii) any recording fees incurred in connection with the satisfaction of Buyer’s obligations hereunder (if any);; and (iv) the cost of any new or updated surveys required by Buyer. (d) The Personal Property is included in this sale without charge, except that Purchaser Buyer shall pay to Seller be responsible for the amount of any and all sales or similar taxes payable in connection with the transfer of the Personal Property Property; (e) All costs and Purchaser expenses incident to this transaction and the Closing thereof, and not specifically described above, shall execute and deliver any tax returns required of it in connection therewithbe paid by the party incurring same; and (ef) The provisions of this Section 4.5 4.6 shall survive the Closing.

Transaction Taxes and Closing Costs. (a) Seller and Purchaser Buyer 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 Seller shall also pay the following costs and expenses: (i) all one-half (1/2) of the escrow fees fee, if any, which may be is charged by the Escrow Holder or Title Company or escrow agentCompany; (ii) the fee for the title examination and the title commitment and the premium for the CLTA Standard Coverage Owner's Policies Policy of Title Insurance to be issued to Purchaser Buyer by the Title Company at Closing; (iii) the fees for recording the Deed and any additional recording fees incurred in connection with the satisfaction of Seller's obligations hereunder (if any); and (iv) subject to Section 8.1 below, any documentary transfer tax or similar tax (including, without limitation, City and County documentary transfer taxes, as applicable) which becomes payable by reason of the transfer of the Properties ("Documentary Transfer Taxes"). -------------------------- (c) Buyer shall pay the fees of any counsel representing Buyer in connection with this transaction. Buyer shall also pay the following costs and expenses: (i) one-half (1/2) of the escrow fee, if any, which is charged by the Escrow Holder or Title Company; (ii) the premium for the Owner's Policy of Title Insurance to be issued to Buyer by the Title Company at Closing, and all endorsements thereto, but only to the extent that those costs exceed the cost of a CLTA Standard Coverage Owner's Policy; (iii) any recording fees incurred in connection with the cost satisfaction of any surveysBuyer's obligations hereunder (if any); (iv) the fees for recording cost of the Deed[s];Survey; and (v) any transfer tax, sales tax, documentary stamp tax or similar tax Documentary Transfer Taxes which becomes payable by reason of the transfer of the Property (including, without limitation, any taxes relating are Buyer's responsibility pursuant 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);Section 8.1 below. (d) The Personal Property is included in this sale without charge, except that Purchaser and Buyer shall pay to Seller be responsible for the amount of any and all sales or similar taxes payable in connection with the transfer of the Personal Property Property; (e) All costs and Purchaser expenses incident to this transaction and the Closing thereof, and not specifically described above, shall execute and deliver any tax returns required of it in connection therewithbe paid by the party incurring same; and (ef) The provisions of this Section 4.5 shall survive the Closing.

Transaction Taxes and Closing Costs. (a) Seller and Purchaser Buyer 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 Seller shall also pay the following costs and expenses: (i) the cost of all Surveys and Title Commitments included on the Portfolio Website, but not the costs of any updates or revisions of the Surveys and Title Commitments that Buyer may elect to obtain (provided, however, that Seller will cooperate with Buyer to require that the Surveys are updated and revised by the survey company to the extent of Seller’s negotiated agreement with such survey company, at no additional cost to Seller); (ii) the costs of all Consultant Reports included on the Portfolio Website, including the certification of such Consultant Reports to Buyer in the same form as currently certified to Seller (or by means of reliance letters containing the same certification provided to Seller and otherwise reasonably acceptable to Buyer), but not any additional costs for additional reports or updates commissioned by Buyer or for any other form of certification of the Consultant Reports to Buyer; (iii) transfer, documentary stamp or similar taxes, if applicable, which become payable by reason of the transfer of the Properties located in the following States: Florida, Georgia, Maryland, North Carolina, South Carolina, Virginia (Grantor tax only) and the District of Columbia (Seller portion of DC transfer tax only); (iv) the cost of all recording fees for the Deeds and documents, if any, recorded to satisfy the Required Cure Exceptions and the costs of all recording fees and, if applicable, transfer taxes for the Memoranda of Lease (provided, however, that the decision to record any Memorandum of Lease shall be at the sole and absolute discretion of Seller); (v) any advisory fees payable to STRH; and (vi) one half of the escrow fees or closing fee, if any, which may be charged by the Escrow Agent or Title Company Company. (c) Buyer shall pay the fees of any counsel representing Buyer in connection with this transaction. Buyer shall also pay the following costs and expenses: (i) one half of the escrow or escrow agentclosing fee, if any, which may be charged by the Escrow Agent or Title Company; (ii) the fee for the title examination and the title commitment and the premium for the Owner's ’s Title Policies of Title Insurance to be issued to Purchaser by the Title Company Buyer at such Closing, and all together with the cost of any premiums or additional costs attributable to endorsements theretoor additional title insurance coverage; (iii) the cost of any surveysupdates or revisions to the Surveys (other than as provided in Section 6.2(b)(i) above) or Title Commitments that Buyer may obtain; (iv) all Due Diligence costs incurred by Buyer, including, without limitation, costs incurred to obtain any new environmental reports, property condition assessment reports or engineering reports or to update the fees for recording Consultant Reports included on the Deed[s]Portfolio Website; (v) any transfer tax, sales taxtransfer, documentary stamp tax stamp, deed recording or similar tax which becomes payable by reason of the transfer of the Property Properties located in the following jurisdictions: Tennessee, Virginia (including, without limitation, any taxes relating to a merger, if any, Grantee tax only) and the District of the Leases with the fee ownership of the Real Property occurring as a result of this transactionColumbia (recordation tax); (vi) the fees for Seller's Broker and Purchaser's Brokerany mortgage tax, documentary stamp tax, intangibles tax or similar tax which becomes payable by reason of any security instrument caused by Buyer to be recorded on any Property or Properties; (vii) all costs and expenses related to or arising from any financing obtained by Buyer, including but not limited to rate lock fees, commitment fees, loan fees, attorney fees, Lender’s title insurance costs, appraisals, and other loan transaction costs; (viii) costs occasioned of any consultants, advisors, brokers and other agents or independent contractors engaged by this transaction Buyer; and (ix) recording fees for any and all documents to be recorded other than Seller's federal and state income tax incurred by the sale of the Property and fees of any counsel representing Seller those set forth in connection with this transaction);Section 6.2(b)(v) hereof. (d) The Personal All costs and expenses incident to the Transaction for such Property is included in this sale without chargeGroup and such Closing, except that Purchaser and not specifically described above, shall pay to Seller be paid by 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; andparty inclining same. (e) The provisions of this Section 4.5 6.2 shall survive the each Closing.

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 transaction. Seller shall also pay the following costs and Seller's state and federal income expenses: * one-half of the escrow fee, if any, which may be charged by Escrow Agent. * one-half of any transfer tax, sales tax, documentary stamp tax incurred or similar tax which becomes payable by reason of the sale transfer of the Property. Except as provided herein, Seller shall be responsible * the fees for no other costsBroker. (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 : * one-half of the escrow fees fee, if any, which may be charged by the Escrow Agent or Title Company or escrow agent; (ii) Company. * the fee for the title examination and the title report or commitment and the premium for the Owner's Policies of Title Insurance to be issued to Purchaser by the Title Company at ClosingPolicy, and all endorsements thereto; (iii) . * the cost of any surveys; (iv) the Survey. * the fees for recording the Deed[s]; (v) Deed. * one-half of 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);Property. (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) 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. (f) The provisions of this Section 4.5 shall survive the Closing.

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 transaction. Seller shall also pay the following costs and Seller's state and federal income tax incurred expenses: (i) one-half of the escrow fee, if any, which may be charged by the sale Title Company; (ii) any transfer tax, sales tax, documentary stamp tax or similar tax which becomes payable by reason of the transfer of the Property. Except as provided herein, Seller shall be responsible ; and (iii) the fees for no other costsSeller's Broker. (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 one-half of the escrow fees fee, if any, which may be charged by the Title Company or escrow agentCompany; (ii) the fee for the title examination and the title commitment Title Commitment and the premium for the Owner's Policies Policy of Title Insurance to be issued to Purchaser by the Title Company at Closing, and all endorsements thereto; (iii) the cost of any surveysthe Survey; (iv) the fees for recording the Deed[s];Deed; and (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 mergerfees for Purchaser's Broker, 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; (e) All costs and expenses incident to this transaction and the closing thereof, except that Purchaser and not specifically described above, shall pay to Seller be paid by 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 therewithparty incurring same; and (ef) The provisions of this Section 4.5 shall survive the Closing.

Transaction Taxes and Closing Costs. (a) Seller and Purchaser Buyer shall execute such returns, questionnaires and other documents as shall be required requited with regard to all applicable real property properly 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 Seller shall also pay the following costs and expenses: (i) all one-half(1/2) of the escrow fees fee, if any, which may be is charged by the Escrow Holder or Title Company or escrow agentCompany; (ii) the fee for the title examination and the title commitment and the premium for the CLTA Standard Coverage Owner's Policies Policy of Title Insurance to be issued to Purchaser Buyer by the Title Company at Closing; (iii) fees for recording the Deed; (iv) any documentary transfer tax or similar tax (including, without limitation, City and County documentary transfer taxes, as applicable) which becomes payable by reason of the transfer of the Property; and (v) the fees set forth in Section 8.1. (c) Buyer shall pay the fees of any counsel representing Buyer in connection with this transaction. Buyer shall also pay the following costs and expenses: (i) one-half (1/2) of the escrow fee, if any, which is charged by the Escrow Holder or Title Company; (ii) the premium for the Owner's Policy of Title Insurance to be issued to Buyer by the Title Company at Closing, and all endorsements thereto;, but only to the extent that those costs exceed the cost of a CLTA Standard Coverage Owner's Policy; and (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 mergerSurvey, if any, of required by Buyer's lender and/or 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);Title Company. (d) The Personal Property is included in this sale without charge, except that Purchaser Buyer shall pay to Seller be responsible for the amount of any and all sales or similar taxes payable in connection with the transfer of the Personal Property Property; (e) All costs and Purchaser expenses incident to this transaction and the Closing thereof, and not specifically described above, shall execute and deliver any tax returns required of it in connection therewithbe paid by the party incurring same; and (ef) The provisions of this Section 4.5 shall survive the Closing.

Transaction Taxes and Closing Costs. (a) Seller and Purchaser Buyer 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 Seller shall also pay the following costs and expenses: (i) the cost of all Surveys and Title Commitments included on the Portfolio Website, but not the costs of any updates or revisions of the Surveys and Title Commitments that Buyer may elect to obtain (provided, however, that Seller will cooperate with Buyer to require that the Surveys are updated and revised by the survey company to the extent of Seller’s negotiated agreement with such survey company, at no additional cost to Seller); (ii) the costs of all Consultant Reports included on the Portfolio Website, including the certification of such Consultant Reports to Buyer in the same form as currently certified to Seller (or by means of reliance letters containing the same certification provided to Seller and otherwise reasonably acceptable to Buyer), but not any additional costs for additional reports or updates commissioned by Buyer or for any other form of certification of the Consultant Reports to Buyer; (iii) transfer, documentary stamp or similar taxes, if applicable, which become payable by reason of the transfer of the Properties located in the following States: Florida, Georgia, Maryland, North Carolina, South Carolina, Virginia (Grantor tax only) and the District of Columbia (Seller portion of DC transfer tax only); (iv) the cost of all recording fees for the Deeds (other than in Alabama) and documents, if any, recorded to satisfy the Required Cure Exceptions and the costs of all recording fees and, if applicable, transfer taxes for the Memoranda of Lease (provided, however, that the decision to record any Memorandum of Lease shall be at the sole and absolute discretion of Seller); (v) any advisory fees payable to STRH; and (vi) one half of the escrow fees or closing fee, if any, which may be charged by the Escrow Agent or Title Company Company. (c) Buyer shall pay the fees of any counsel representing Buyer in connection with this transaction. Buyer shall also pay the following costs and expenses: (i) one half of the escrow or escrow agentclosing fee, if any, which may be charged by the Escrow Agent or Title Company; (ii) the fee for the title examination and the title commitment and the premium for the Owner's ’s Title Policies of Title Insurance to be issued to Purchaser by the Title Company Buyer at Closing, and all together with the cost of any premiums or additional costs attributable to endorsements theretoor additional title insurance coverage; (iii) the cost of any surveysupdates or revisions to the Surveys (other than as provided in Section 6.2(b)(i) above) or Title Commitments that Buyer may obtain; (iv) all Due Diligence costs incurred by Buyer, including, without limitation, costs incurred to obtain any new environmental reports, property condition assessment reports or engineering reports or to update the fees for recording Consultant Reports included on the Deed[s]Portfolio Website; (v) any transfer tax, sales taxtransfer, documentary stamp tax stamp, deed recording or similar tax which becomes payable by reason of the transfer of the Property Properties located in the following jurisdictions: Alabama, Tennessee, Virginia (including, without limitation, any taxes relating to a merger, if any, Grantee tax only) and the District of the Leases with the fee ownership of the Real Property occurring as a result of this transactionColumbia (recordation tax); (vi) the fees for Seller's Broker and Purchaser's Brokerany mortgage tax, documentary stamp tax, intangibles tax or similar tax which becomes payable by reason of any security instrument caused by Buyer to be recorded on any Property or Properties; (vii) all costs and expenses related to or arising from any financing obtained by Buyer, including but not limited to rate lock fees, commitment fees, loan fees, attorney fees, Lender’s title insurance costs, appraisals, and other loan transaction costs; (viii) costs occasioned of any consultants, advisors, brokers and other agents or independent contractors engaged by this transaction Buyer; and (ix) recording fees for any and all documents to be recorded other than Seller's federal and state income tax incurred by the sale of the Property and fees of any counsel representing Seller those set forth in connection with this transaction);Section 6.2(b)(v) hereof. (d) The Personal Property is included in this sale without chargeAll costs and expenses incident to the transaction and the Closing, except that Purchaser and not specifically described above, shall pay to Seller be paid by 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; andparty incurring same. (e) The provisions of this Section 4.5 6.2 shall survive the Closing.

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 transaction. Seller shall also pay the following costs and Seller's state and federal income tax incurred expenses: one-half of the escrow fee, if any, which may be charged by the sale Escrow Agent or Title Company; the premium for the Title Policy, to the extent it does not exceed the cost of a CLTA policy; one-half (1/2) of the fees for recording the Deed and the Assignment of Leases; and any transfer tax which becomes payable by reason of the transfer 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 : one- half of the escrow fees fee, if any, which may be charged by the Escrow Agent or Title Company or escrow agent; (ii) the fee for the title examination and the title commitment and Company; the premium for the Owner's Policies Title Policy, to the extent it exceeds the cost of Title Insurance to be issued to Purchaser by the Title Company at Closinga CLTA policy, and all endorsements thereto; (iii) to the Title Policy; the cost of any surveys; the Survey; and one- half (iv1/2) of the fees for recording the Deed[s]; (v) any transfer tax, sales tax, documentary stamp tax or similar tax which becomes payable by reason Deed and the Assignment 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)Leases; (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 (ef) The provisions of this Section 4.5 shall survive the Closing.