Pre-Closing Costs means all loan fees and charges, due diligence costs, entity formation expenses, and attorneys' fees due to counsel in connection with the negotiation of this Agreement and the other associated transaction documents between the Members and the Members and their Affiliates and the closing on the Property or the Loan.
On the Contribution Agreement Closing Date, the Company shall reimburse each Member for those third party expenses and other expenses set forth in Exhibit 3.1.2, incurred by it or its Affiliates prior to the date of this Agreement (collectively, the "Pre-Closing Costs Reimbursement Amount").
No more than fifteen (15) Business Days following the Acquisition Closing Date, each Party shall deliver to the other Parties a detailed statement of the Pre-Closing Costs, Carrying Costs associated with such Pre-Closing Costs and Cost Reductions that it incurred or received from the date of such Party's Cost Detail Statement through the Acquisition Closing Date (each, a "Cost Detail Reconciliation Statement").
The Company shall bear the Costs of the Seller through the Closing Date (the "Pre-Closing Costs"), provided that all such Pre-Closing Costs shall be paid by the Company on or before the Closing Date.
If this Agreement is terminated, New Cotai agrees to pay to MCE, promptly following request and reasonable documentation, 40% of the Pre-Closing Costs incurred by MCE up to a maximum of US$2 million.
For the avoidance of doubt, any Taxes (including Transfer Taxes) payable in connection with the procurement of assets from third parties in connection with the construction, maintenance, repair and/or replacement of ON Line (or any portion thereof) shall be treated as Development Costs, Pre-Closing Costs, Post-Closing Costs and/or Capital Repair Costs, as applicable, and shall not be subject to this Section 10.05.