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 Xxxxxx Entities in connection with the Formation Transactions and the IPO, which include, but are not limited to, the underwriting discounts and commissions.
Appears in 14 contracts
Samples: Agreement and Plan of Merger (Younan Properties Inc), Agreement and Plan of Merger (Younan Properties Inc), Agreement and Plan of Merger (Younan Properties Inc)
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 Xxxxxxx Xxxxxx Entities in connection with the Formation Transactions and the IPO, which include, but are not limited to, the underwriting discounts and commissions.. Section 1.12
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Douglas Emmett Inc), Agreement and Plan of Merger (Douglas Emmett Inc), Agreement and Plan of Merger (Douglas Emmett Inc)
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 Xxxxxxx Xxxxxx Entities in connection with the Formation Transactions and the IPO, which include, but are not limited to, the underwriting discounts and commissions.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Douglas Emmett Inc), Agreement and Plan of Merger (Douglas Emmett Inc), Agreement and Plan of Merger (Douglas Emmett Inc)
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 Xxxxxx American Assets Entities in connection with the Formation Transactions and the IPO, which include, but are not limited to, the underwriting discounts and commissions. In the event the Closing does not occur, each party shall be responsible for its allocable portion of such costs and expenses in accordance with the terms of those certain letter agreements identified on Schedule II.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (American Assets Trust, Inc.), Agreement and Plan of Merger (American Assets Trust, Inc.), Agreement and Plan of Merger (American Assets Trust, Inc.)
Transaction Costs. If Regardless of whether 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 Partnership, the Existing Entities, and the Xxxxxx Entities Contributor in connection with the Formation Transactions and the IPO, which includeincluding without limitation audit and accounting fees, but are legal fees, lender fees, and other similar fees and expenses; provided that the REIT and the Operating Partnership shall not limited to, the be responsible for any underwriting discounts and commissionscommissions relating to the OP Units received by the Contributor in the Formation Transactions.
Appears in 2 contracts
Samples: Contribution Agreement (Welsh Property Trust, Inc.), Contribution Agreement (Welsh Property Trust, Inc.)
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 Xxxxxxx Xxxxxx Entities in connection with the Formation Transactions and the IPO, which include, but are not limited to, the underwriting discounts and commissions.. Section 1.11
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Douglas Emmett Inc), Agreement and Plan of Merger (Douglas Emmett Inc)
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 Xxxxxx Existing Entities in connection with the Formation Transactions and the IPO, which include, but are not limited to, the underwriting discounts and commissions; provided that the REIT and the Operating Partnership shall not be responsible for any transaction costs or expenses incurred by the Contributors.
Appears in 2 contracts
Samples: Contribution Agreement (Welsh Property Trust, Inc.), Contribution Agreement (Welsh Property Trust, Inc.)
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 Xxxxxx Entities in connection with the Formation Transactions and the IPO, which include, but are not limited to, the underwriting discounts and commissions.Operating
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Douglas Emmett Inc), Agreement and Plan of Merger (Douglas Emmett Inc)
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 Xxxxxxx Xxxxxx Entities in connection with the Formation Transactions and the IPO, which include, but are not limited to, the underwriting discounts and commissions. In no event shall the Contributor have any responsibility for such costs and expenses.
Appears in 1 contract
Samples: HBRCT Op Contribution Agreement (Douglas Emmett Inc)
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 Xxxxxx Contributed Entities in connection with the Formation Transactions Contribution and the IPO, which include, but are not limited to, the underwriting discounts selling commissions and commissionsdealer manager fees; provided that the REIT and the Operating Partnership shall not be responsible for any transaction costs or expenses incurred by the Contributor.
Appears in 1 contract
Samples: Contribution Agreement (American Realty Capital Properties, Inc.)
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 Xxxxxxx Xxxxxx Entities in connection with the Formation Transactions and the IPO, which include, but are not limited to, the underwriting discounts and commissions.. In no event shall any of the Contributors have any responsibility for such costs and expenses. Section 1.07
Appears in 1 contract
