Common use of Project Allocations Clause in Contracts

Project Allocations. The second sentence in Section 3 of the Original Agreement shall be amended to read as follows: "The allocation of the Purchase price among the Projects (the `Project Allocations') shall be mutually agreeable to Buyer and Seller and shall be set forth on the Closing Statement(s) to be executed by Seller and Buyer at closing." The column with the heading "Allocation" on Exhibit A of the Original Agreement shall be deleted in its entirety. The following new provision shall be added at the end of Section 3 of the Original Agreement: For each Project Allocation, Buyer and Seller shall mutually agree on an allocation among various categories such as land, improvements, goodwill, favorable leases, business interests, personal property and non-competition agreements. Such allocation shall be set forth on the Closing Statement(s) to be executed by Seller and Buyer at closing, and shall be used by Seller and Buyer for income tax reporting purposes and to determine the amount of transfer fees or taxes to be paid upon the sale of each Project. If the taxing authority that imposes such transfer fees or taxes upon the sale of each Project requires adjustments in such allocations to be made, thereby resulting in an increase in the transfer fees or taxes payable with respect to such sale, Buyer shall be responsible for the payment of such additional transfer fees or taxes. Buyer shall indemnify and holder Seller harmless from and against such additional transfer fees and taxes and any interest or penalties related thereto, and any costs or expenses (including, without limitation, reasonable attorney's fees and legal costs and disbursements) incurred by Seller in connection with the imposition of such additional transfer fees or taxes.