Transfer Taxes and Closing Costs. (a) The General Partner and Operating Partnership shall join on the Closing Date in completing, executing, delivering and verifying the returns, affidavits and other documents required in connection with the documentary stamps in accordance with the New York State Real Estate Transfer Tax imposed by Article 31 of the Tax Law, the New York City Real Property Transfer Tax imposed by Chapter 46 of Title 11 of the Administrative Code of the City of New York, and any other tax payable by reason of the contribution of the Contributed Interests (collectively, the "Conveyance Taxes").
(b) The Contributors hereby agree to pay and shall be solely responsible for the Conveyance Taxes due on the conveyance of the Contributed Interests including, but not limited to, any Conveyance Taxes imposed due to the Contributor's failure to satisfy any holding period or continuity requirements for qualifying for a reduced rate of Conveyance Taxes, including the holding period requirements with respect to certain transfers to a REIT imposed in connection with the New York Real Estate Transfer Tax imposed by Article 31 of the Tax Law and the New York City Real Property Transfer Tax imposed by Chapter 46 of Title 11 of the Administrative Code of the City of New York. Using the amount distributed to the General Partner pursuant to Section 2(e) hereof, the General Partner, as agent for the Contributors and the Major Partner, shall timely pay to the appropriate tax collecting agency or official the amount of all Conveyance Taxes payable by reason of the Contributors' and the Major Partner's agreement to pay the Conveyance Taxes (assuming satisfaction of the requirements set forth in the preceding sentence). The Contributors shall indemnify, defend and hold harmless Operating Partnership and the Partnerships from and against all claims, liabilities, costs and expenses (including reasonable attorney's fees), incurred by Operating Partnership or the Partnerships by reason of the failure of the Contributors to pay any Conveyance Taxes assessed or alleged to be due at any time with respect to the transfer of the Interests to Operating Partnership, including, without limitation, all interest and penalties thereon.
(c) Operating Partnership shall also pay or provide for the payment of all other costs associated with the closing of the contributions of the Contributed Interests pursuant to this Agreement, as described in and subject to the terms of the Memorandum.
Transfer Taxes and Closing Costs. 12 10. Operation in the Ordinary Course........................................
Transfer Taxes and Closing Costs. (a) With respect to the Deed of Sale, (i) Seller shall pay the cost of internal revenue, notarial and legal assistance stamps required for the original of the Deed of Sale; (ii) Purchaser shall pay the cost of internal revenue, notarial and legal assistance stamps required for the first certified copy of the Deed of Sale and all stamps and vouchers and other costs relating to the recordation of such certified copy in the Registry of Property; and (iii) Seller shall designate the notary public before whom the Deed of Sale shall be executed and Seller shall pay the corresponding notarial tariff relating thereto.
(b) With respect to each of the Deed of Lease, the Parking Lease and the Deed of Easement, (i) Seller shall pay the cost of internal revenue, notarial and legal assistance stamps required for the original and first certified copy of each such deed and all stamps and vouchers and other costs relating to the recordation of such certified copy in the Registry of Property; and (ii) Seller shall designate the notary public before whom such Deed of Lease and Deed of Easement shall be executed and shall pay the corresponding notarial tariff relating thereto.
Transfer Taxes and Closing Costs. (i) 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;
(ii) Seller shall pay the fees of any counsel representing Seller in connection with this transaction. Seller shall also pay the following costs and expenses: (i) one‑half (1/2) of the escrow fee, if any, which may be charged by the Escrow Agent or Title Company; (ii) State and County transfer taxes and the so-called “CTA portion” of the City of Chicago transfer tax; and (iii) the premium charged by the Title Company for the Title Policy, including the costs of any extended coverage endorsement and those endorsements required to Cure title exceptions that Seller has elected to remove pursuant to Section 5, but excluding the costs of any other endorsement to the Title Policy and (iv) the fees and expenses of the Broker (as hereinafter defined);
(iii) 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) one‑half (1/2) of the escrow fee, if any, which may be charged by the Escrow Agent or Title Company; (ii) the City of Chicago transfer tax (excluding the “CTA portion” of such transfer tax); (iii) the cost of the Survey; (iv) the premium for all endorsements to the Title Policy (other than an extended coverage endorsement and those endorsements required to Cure Title Matters that Seller has elected to cure pursuant to Section 5) and (v) all costs and expenses incurred in connection with the transfer or reissuance of the Letters of Credit to Purchaser, and the transfer of any transferable warranties, permits or licenses in connection with the ownership or operation of the Property;
(iv) 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
(v) The provisions of this Section 12 shall survive the Closing.
Transfer Taxes and Closing Costs. Except as otherwise provided herein, Seller shall be responsible for any Transfer Taxes or other taxes imposed by reason of the transfer of the Purchased Assets provided hereunder and any deficiency, interest or penalty asserted with respect thereto. Buyer shall be responsible for and shall promptly pay any and all recording costs, assignment costs, filings fees and all related costs, fees and expenses (including attorney’s and other fees) associated with the assignment and transfer of the Purchased Assets to Buyer and the registration and/or recordation of such assignment and transfer with any and all applicable international, federal, state or local governmental agency, body, or entity throughout the world.
Transfer Taxes and Closing Costs. Seller Parties shall be responsible for any Transfer Taxes or other Taxes imposed by reason of the transfer of the Purchased Assets provided hereunder and any deficiency, interest or penalty asserted with respect thereto. Buyer shall be responsible for and shall promptly pay any and all recording costs, filings fees and related expenses associated with the assignment and transfer of the Purchased Assets to Buyer and the registration and/or recordation of such assignment and transfer with any and all applicable federal, state, local or foreign governmental agency, body, or entity.
Transfer Taxes and Closing Costs. Developer shall pay at Closing the Escrow Agent fees and costs, and all transfer and recordation taxes applicable to this transaction. Developer shall bear the expense of its own legal fees for closing and shall pay Town’s actual and reasonable legal fees up to $30,000.00.
Transfer Taxes and Closing Costs. Any Transfer Taxes imposed by reason of the transfer of the Contributed Assets to the Company or the sale of the Acquired Interests by Seller to Buyer provided hereunder and any deficiency, interest or penalty asserted with respect thereto shall be borne 50% by Seller on the one hand and 50% by the Buyer on the other hand, regardless of the party responsible for effectively paying or withholding such Transfer Taxes. Seller shall prepare and file any applicable Tax Returns and other filings required with respect to such Transfer Taxes, and, if required by applicable Law, Buyer shall reasonably cooperate with respect thereto. Seller and Buyer shall each bear 50% of, and shall promptly pay all of, any and all recording costs, filings fees and related expenses associated with the assignment and transfer of the Contributed Assets to the Company and the registration and/or recordation of such assignment and transfer with any applicable Governmental Body.
Transfer Taxes and Closing Costs. Buyer acknowledges and agrees that it shall be responsible for all transfer taxes imposed by Elko County and White Pine County and all closing costs (excluding escrow fees), but not limited to, all recording fees for recording the Quitclaim Deed and Deed of Trust. Buyer and Sellers shall each pay fifty percent (50%) of the fee of the Escrow Agent, excluding any title insurance costs. Sellers’ share of the escrow fee shall be split equally by the two Sellers. If Buyer desires to obtain any title insurance, all costs shall be paid by Buyer, and Sellers shall not be required to pay any costs or sign any affidavits, owners certificates, or other documents for the purpose of obtaining title insurance. In addition, the issuance of title insurance shall not be a Condition to Closing, and the inability to obtain title insurance shall not relieve Buyer of any of its obligations under this Agreement. Finally, during the period between the execution of this Agreement and the Closing, Buyer shall be responsible for all operating costs of the Property and shall make any payments to Sellers due under the Joint Development Agreement.
Transfer Taxes and Closing Costs
