Common use of Transfer Taxes and Closing Costs Clause in Contracts

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. (a) The General Partner Managing Member 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 Managing Member pursuant to Section 2(e) hereof, the General PartnerManaging Member, as agent for the Contributors and the Major PartnerContributors, 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 Company from and against all claims, liabilities, costs and expenses (including reasonable attorney's fees), incurred by Operating Partnership or the Partnerships Company 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. (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 Title II of 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 YorkInterests. Using the amount distributed to the General Partner pursuant to Section 2(e2(b) hereof, the General Partner, as agent for the Contributors and the Major PartnerContributors, 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)Taxes. The Contributors shall indemnify, defend and hold harmless Operating Partnership and the Partnerships Partnership from and against all claims, liabilities, costs and expenses (including reasonable attorney's fees), incurred by Operating Partnership or the Partnerships Partnership 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 acquisition of the Contributed Interests pursuant to this Agreement, as described in and subject to the terms of the Memorandum.

Transfer Taxes and Closing Costs. (a) The General Partner Managing Member 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 Title II of 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 YorkInterests. Using the amount distributed to the General Partner Managing Member pursuant to Section 2(e2(b) hereof, the General PartnerManaging Member, as agent for the Contributors and the Major PartnerContributors, 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)Taxes. The Contributors shall indemnify, defend and hold harmless Operating Partnership and the Partnerships Company from and against all claims, liabilities, costs and expenses (including reasonable attorney's fees), incurred by Operating Partnership or the Partnerships Company 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 acquisition of the Contributed Interests pursuant to this Agreement, as described in and subject to the terms of the Memorandum.

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(e2(b) hereof, the General Partner, as agent for the Contributors and the Major PartnerContributors, 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 Partnership from and against all claims, liabilities, costs and expenses (including reasonable attorney's fees), incurred by Operating Partnership or the Partnerships Partnership 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.