Transaction Costs Clause Samples

Transaction Costs. Borrower shall have paid or reimbursed Lender for all title insurance premiums, recording and filing fees or taxes, costs of environmental reports, Physical Conditions Reports, appraisals and other reports, the fees and costs of Lender's counsel and all other third party out-of-pocket expenses incurred in connection with the origination of the Loan.

Transaction Costs. Each party shall pay its own fees and expenses (including without limitation the fees and expenses of its representatives, attorneys, and accountants) incurred in connection with negotiation, drafting, execution, and delivery of this Agreement.

Transaction Costs. On or prior to the Closing Date, Borrower shall have delivered to Administrative Agent Borrower’s reasonable best estimate of the Transaction Costs (other than fees payable to any Agent).

Transaction Costs. The Sellers shall pay for (x) all standard owner’s title insurance premiums for the title policies for the Properties and (y) the initial survey costs for the Properties. Buyer shall pay for (a) all real property transfer taxes, deed stamps, conveyance taxes, documentary stamp taxes and other Taxes or charges, in each case payable as a result of the transactions contemplated herein or the conveyance of a Property to the Buyer pursuant to this Agreement, (b) the property inspection reports and environmental Phase I reports provided by the Sellers to the Buyer, (c) the lender’s title insurance premiums and any endorsements, (d) Deed recordation fees, and (e) recording charges and mortgage taxes applicable to any third- party financing obtained by Buyer. In addition to the foregoing and their respective apportionment obligations hereunder, (i) the Sellers and the Buyer shall each be responsible for (A) the payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the Transferred Assets and (B) one-half of the fees and expenses of the Escrow Agent, (ii) the Buyer shall be responsible for all costs and expenses associated with the Buyer’s due diligence and (iii) the Sellers shall be responsible for any costs (including third-party lender costs) associated with obtaining payoffs or substitutions of any debt encumbering the Properties. Each party to this Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either party to timely pay any of the aforementioned Taxes, fees or other charges for which it has assumed responsibility under this Section 9.1. This indemnity shall survive all Closings hereunder.

Transaction Costs. On or prior to the Closing Date, Company shall have delivered to Administrative Agent, Company’s reasonable best estimate of the Transaction Costs (other than fees payable to any Agent).

Transaction Costs. If the transactions contemplated by this Article 3 are consummated, as and when any portion of Transaction Costs becomes due and payable, the Owner Participant shall, as soon as practicable upon receipt of bills or invoices for the amounts payable make such payments or, if the Lessee shall have already made such payment, shall reimburse the Lessee therefor or shall, as soon as practicable, furnish the Owner Trustee funds sufficient to, and the Owner Trustee shall, as soon as practicable, make payment of such portion to the Person or Persons entitled to payment upon presentation to the Owner Trustee of bills or invoices for the amount of such payment; provided that the Owner Participant will only be responsible for actual Transaction Costs to the extent they do not exceed the amount assumed in Section 10.01 hereof unless the schedules of Basic Rent, Stipulated Loss Values, Termination Values and EBO Price have been adjusted pursuant to Section 2.03(b) hereof, and provided further that the Owner Participant will only be responsible for Transaction Costs that are related to the negotiation, preparation, execution, delivery, filing and recording of the Operative Agreements. If such transactions are not consummated, the Lessee shall pay or cause to be paid all the Transaction Costs; provided, however that if the failure of such transactions to be consummated is due to (i) a failure of the Owner Participant to obtain investment approval to proceed with the transactions contemplated hereby or (ii) a failure to comply with its obligations under the Operative Agreements, the Lessee shall have no obligation to pay those costs and expenses incurred directly by the Owner Participant in connection with the transactions contemplated by this Agreement described in Sections 10.01(a)(i) and (xi) hereof, but the Lessee shall be obligated to pay all other Transaction Costs.

Transaction Costs. (a) Sellers shall -may for the following costs associated with this transaction: (i) the fees and expenses o-L 4-ts accountants and attorneys, and (ii) the costs and expenses o-any mortgage or other releases associated with the pay off and release o@' existing mortgages and other non- permitted encumbrances. (b) CapSL--ar shall pay for the following costs associated with this transaction: (i) the fees and expenses of its investment bankers or advisers; (ii) the fees and expenses of its accountants and attorneys; (iii) appraisal @Lees and charges, (iv) the fees, charges and expenses incurred in connection with any third party repo@-ts obtained by CaDStar (including, without limitation, environmental, structural engineering and marketing reports), (v) application and/or trans@Ler fees relating to any franchise affil@-ations CaDStar desires to obtain, and (vi) fees and expenses relating to the transfer of all liquor licenses for the Properties, the Pi-nk Shell and Sa'Let7 Harbor. (c) Sellers and CapStar shall split equally the following costs associated with this transaction: (i) recording fees and charges, (ii-) the fees and expenses of any escrow agent, (iii) the costs of updates to the Existing Surveys or obtaining new surveys, (iv) transfer taxes, (v) documentary stamp taxes, (vi) sales and use taxes incurred by reason of the transfer of the Purchased Assets as con- LemiDlated by this Agreement, and (vii) costs and charges relating to all Title Commitments and Title Policies (includ@-ng, without limitat4-on, any costs and charges of Guardian Title of ▇▇▇ County). All other costs and expenses not e@ressly addressed in this Section 12.3 shall be allocated between the parties i-n accordance with local custom for similar transactions. (d) If SSPC is able to provide CapStar wi-th engineering, building condition, environmental or aDDraisal reports that are satisfactory to CapStar and for which CapStar can obtain reliance letters, then if CapStar elects to use such reports CapStar will nay to SSPC the fees CapStar no=ally would pay for such reports under its nal--ional contracts. Notwithstanding the foregoing sentence, CapStar shall have no obligation to use and Day for reports that SSPC may be able to provide to CapStar.

Transaction Costs. If the Closing occurs, the REIT and the Operating Partnership shall be solely responsible for all transaction costs and expenses of the REIT, the Operating Partnership and the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Entities in connection with the Formation Transactions and the IPO, which include, but are not limited to, the underwriting discounts and commissions.

Transaction Costs. Borrower shall have paid all Transaction Costs for which bills have been submitted in accordance with the provisions of Section 8.23.