Transfer and Recording Taxes. The Seller shall pay all sales, use, value added, transfer, stamp, registration, recording, documentary, excise, real property transfer or gains, or similar Taxes (“Transfer Taxes”) incurred as a result of the transactions contemplated by the PG Restructuring and the Seller, on the one hand, and the Purchaser, on the other hand, agree to each pay one-half of the Transfer Taxes incurred as a result of the other transactions contemplated by this Agreement. The parties shall jointly file all required change of ownership and similar statements. At the Closing, the Seller, on the one hand, and the Purchaser, on the other hand, shall deliver to each other such properly completed resale exemption certificates and other similar certificates or instruments, in form and substance reasonably acceptable to both parties, as are necessary to claim available exemptions from the payment of sales, transfer, use or other similar Taxes under applicable Law.

Transfer and Recording Taxes. (a) Seller shall be responsible (either by payment or exemption) for any real property transfer taxes, transfer gains taxes, and other similar taxes and fees imposed on Seller by the State of New York, or any other applicable county or municipality in which the Property is located in connection with the Trust Conveyance (collectively, the "TRANSFER TAXES").

Transfer and Recording Taxes. Seller shall pay all applicable transfer taxes imposed by the state, county or local municipality in which the Real Property is located. Purchaser shall pay for the recording of the Deed.

Transfer and Recording Taxes. The Seller and Purchaser shall each pay one-half of all sales, use, value added, transfer, stamp, registration, recording, documentary, excise, real property transfer or gains, or similar Taxes incurred as a result of the transactions contemplated in this Agreement, and the Seller and the Purchaser agree to jointly file all required change of ownership and similar statements; provided, however, that the Purchaser shall be solely liable for any increase in any of the foregoing Taxes to the extent attributable to any designation by the Purchaser of any Purchaser Subsidiaries to purchase any of the Purchased Assets above the amount of the foregoing Taxes that would have resulted if the Purchaser had effected at the Closing the purchase of the Purchased Assets and the assumption of the Assumed Liabilities thereunder. The Seller and the Purchaser agree to cooperate so as to minimize the amount of any such Taxes. The Purchaser expressly authorizes the Seller to collect and remit such Taxes as may be required by any applicable Law. If the purchase of any Purchased Assets is exempt from sales or use Tax, then, where required by Law, at the Closing, the Purchaser shall deliver to the Seller such properly completed resale exemption certificates and other similar certificates or instruments, in form and content acceptable to the Seller, as are necessary to claim available exemptions from the payment of sales, transfer, use or other similar Taxes under applicable Law.

Transfer and Recording Taxes. The Sellers shall pay all sales, use, value added, transfer, stamp, registration, recording, documentary, excise, real property transfer or gains, or similar Taxes incurred as a result of the transactions contemplated by the Restructuring and by this Agreement (“Transfer Taxes”) and the Sellers, on the one hand, and the Purchaser, on the other hand, agree to jointly file all required change of ownership and similar statements; provided that the Purchaser shall reimburse the Seller for one half of all Transfer Taxes to the extent that such Transfer Taxes do not in the aggregate exceed one million dollars ($1,000,000), and all other Transfer Taxes will be borne solely by the Seller. At the Closing, the Sellers, on the one hand, and the Purchaser, on the other hand, shall deliver to each other such properly completed resale exemption certificates and other similar certificates or instruments, in form and substance reasonably acceptable to both parties, as are necessary to claim available exemptions from the payment of sales, transfer, use or other similar Taxes under applicable Law.

Related to Transfer and Recording Taxes

Filing and Recording Taxes All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the acquisition of the Property by Borrower have been paid or are simultaneously being paid. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Mortgage, have been paid, and, under current Legal Requirements, the Mortgage is enforceable in accordance with its terms by Lender (or any subsequent holder thereof).
Transfer and Similar Taxes The General Partner shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock or other securities or property pursuant hereto; provided, however, that the General Partner shall not be required to pay any tax that may be payable in respect of any transfer involved in the issue or delivery of shares of Common Stock or other securities or property in a name other than that of the holder of the Common Units to be exchanged, and no such issue or delivery shall be made unless and until the person requesting such issue or delivery has paid to the General Partner the amount of any such tax or established, to the reasonable satisfaction of the General Partner, that such tax has been paid.
Stamp, Intangible and Recording Taxes The Borrower will pay any and all stamp, excise, intangible, registration, recordation and similar taxes, fees or charges and shall indemnify the Administrative Agent and each Lender against any and all liabilities with respect to or resulting from any delay in the payment or omission to pay any such taxes, fees or charges, which may be payable or determined to be payable in connection with the execution, delivery, recording, performance or enforcement of this Agreement, the Notes and any of the other Loan Documents, the amendment, supplement, modification or waiver of or consent under this Agreement, the Notes or any of the other Loan Documents or the perfection of any rights or Liens under this Agreement, the Notes or any of the other Loan Documents.
Transfer and Repurchase (a) The Transfer Agent shall process all requests to transfer or redeem Shares in accordance with the transfer or repurchase procedures set forth in the Funds' Prospectus.
Payments and Records 4.1 Payment 4.2 Mode of Payment 4.3 Taxes 4.4 Records Retention 4.5 Audit Request
Liability for Transfer Taxes Without duplication of the indemnity set forth in Section 6.05 of the Contribution Agreement, the Equity Holder agrees to indemnify the Company for any Incremental Transfer Taxes incurred as a result of any direct or indirect transfers of the Company Shares or interests therein within two years after the IPO Closing Date; provided that such Company Shares shall be the Company’s sole recourse with respect to such indemnification obligation. Without duplication of the indemnity set forth in Section 6.05 of the Contribution Agreement, the Equity Holder hereby grants a security interest in 50% of the Company Shares received as Merger Consideration to the Company and hereby irrevocably appoints the Company, and any of its agents, officers, or employees as its attorney-in fact, which shall be deemed coupled with an interest, with full power to prepare, execute and deliver any documents, instruments and agreements as may be appropriate to perfect and continue such security interest in favor of the Company. The security interest granted pursuant to this Section 3.02 shall attach to the Company Shares that are not included in the Indemnity Holdback Amount. The Company agrees that the security interest in the Company Shares received by the Equity Holder in the Merger may be released, or collateral may be substituted, in accordance with the terms of the Escrow Agreement.
Sales and Transfer Taxes Seller and Purchaser shall be equally responsible for the payment of all transfer, recording, documentary, stamp, sales, use (including all bulk sales Taxes) and other similar Taxes and fees (collectively, the “Transfer Taxes”), that are payable or that arise as a result of the P&A Transaction, when due. Seller shall file any Tax Return that is required to be filed in respect of Transfer Taxes described in this Section 8.3 when due, and Purchaser shall cooperate with respect thereto as necessary.
Filing and Recording Mortgagor will cause this Mortgage, the UCC financing statements referred to in Section 1.09, any other security instrument creating a security interest in or evidencing the lien hereof upon the Mortgaged Property and each UCC continuation statement and instrument of further assurance to be filed, registered or recorded and, if necessary, refiled, rerecorded and reregistered, in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to perfect the lien hereof upon, and the security interest of Mortgagee in, the Mortgaged Property until this Mortgage is terminated and released in full in accordance with Section 3.04 hereof. Mortgagor will pay all filing, registration and recording fees, all Federal, state, county and municipal recording, documentary or intangible taxes and other taxes, duties, imposts, assessments and charges, and all reasonable expenses incidental to or arising out of or in connection with the execution, delivery and recording of this Mortgage, UCC continuation statements any mortgage supplemental hereto, any security instrument with respect to the Personal Property, Permits, Plans and Warranties and Proceeds or any instrument of further assurance.
Transfer and Encumbrance The L-C shall also provide that Landlord may, at any time and without notice to Tenant and without first obtaining Tenant’s consent thereto, transfer (one or more times) all or any portion of its interest in and to the L-C to another party, person or entity, regardless of whether or not such transfer is from or as a part of the assignment by Landlord of its rights and interests in and to this Lease. In the event of a transfer of Landlord’s interest in under this Lease, Landlord shall transfer the L-C, in whole or in part, to the transferee and thereupon Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole of said L-C to a new landlord. In connection with any such transfer of the L-C by Landlord, Tenant shall, at Tenant’s sole cost and expense, execute and submit to the Bank such applications, documents and instruments as may be necessary to effectuate such transfer and, Tenant shall be responsible for paying the Bank’s transfer and processing fees in connection therewith; provided that, Landlord shall have the right (in its sole discretion), but not the obligation, to pay such fees on behalf of Tenant, in which case Tenant shall reimburse Landlord within ten (10) days after Tenant’s receipt of an invoice from Landlord therefor.
Valid Transfer and Security Interest This Agreement constitutes a grant of a security interest in all of the Collateral Portfolio to the Trustee, for the benefit of the Secured Parties, which upon the delivery of the Required Loan Documents to the Collateral Custodian, the crediting of Loan Assets to the Controlled Accounts and the filing of the financing statements, shall be a valid and first priority perfected security interest in the Loan Assets forming a part of the Collateral Portfolio and in that portion of the Loan Assets in which a security interest may be perfected by filing subject only to Permitted Liens. Neither the Borrower nor any Person claiming through or under Borrower shall have any claim to or interest in the Controlled Accounts and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Borrower in such property as a debtor for purposes of the UCC.

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