Common use of Closing Expenses Clause in Contracts

Closing Expenses. (a) The Sellers shall be responsible for and shall pay (i) the fees, commissions or other compensation to any broker, finder, investment banker or other Person engaged by any Seller with respect to the transactions contemplated by this Agreement, (ii) the legal, accounting and audit fees of any Seller paid or incurred in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, (iii) subject to Section 5.3(a), all compensation, severance and similar amounts payable to any Transferred Employee and attributable to any period on or prior to the Closing Date, and all payroll, employment and similar Taxes thereon, (iv) severance and similar amounts, if any, payable to any officer, director or current or former employee or independent contractor of any Seller (other than any Transferred Employee) and all payroll, employment or similar Taxes thereon, (v) the costs associated with preparing the Purchased Assets for transfer to the Buyer and the costs of the Sellers’ own personnel, counsel and other advisors associated with fulfilling the Sellers’ obligations under Section 5.4, (vi) fifty percent (50%) of any Transfer Expenses in excess of the Buyer Transfer Expense Cap and (vii) fifty percent (50%) of the Transfer Taxes, if any (collectively, the “Seller Closing Expenses”). (b) The Buyer shall be responsible for and shall pay (i) the fees, commissions or other compensation to any broker, finder, investment banker or other Person engaged by the Buyer with respect to the transactions contemplated by this Agreement (including, without limitation, such amounts payable to financial advisors to the Buyer engaged to render opinions with respect to the fairness of the consideration for the Purchased Assets), (ii) subject to Section 11.1, the legal, accounting and audit fees of the Buyer, (iii) the out-of-pocket costs associated with obtaining, configuring, implementing, testing and launching the Triad Technology Platform following the Closing, including obtaining, configuring, implementing, testing and launching commercially available “off-the-shelf” software and other Third Party software (including any license for such software) necessary for the use or operation of the Triad Technology Platform and not transferable from the Sellers (including by reason of a Third Party withholding its Consent to such transfer or imposing a transfer fee, up-front license fee or other charge associated with the transfer of a license from the Sellers to the Buyer) (“Transfer Expenses”), up to $3,800,000 (excluding any amounts paid by Buyer for optional or discretionary developments or improvements to improve the capacity, functionality or other features of the Triad Technology Platform from the capacity, functionality and other features in place immediately prior to the Closing Date) (the “Buyer Transfer Expense Cap”), (iv) fifty percent (50%) of any Transfer Expenses in excess of the Buyer Transfer Expense Cap, (v) fifty percent (50%) of the Transfer Taxes, if any, and (vi) the costs of Buyer’s own personnel, counsel and other advisors associated with the fulfillment of the Buyer’s obligations pursuant to Section 5.4 (collectively, the “Buyer Closing Expenses”).

Closing Expenses. (a) The Sellers Seller shall be responsible for and shall pay (i) the fees, commissions or other compensation to any broker, finder, investment banker or other Person engaged by any the Seller with respect to the transactions contemplated by this Agreement, (ii) the legal, legal and accounting and audit fees of any the Seller paid or incurred in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and therebythereby and any other outstanding legal fees payable by the Seller or any of its Affiliates (including the Purchased Subsidiary and its Subsidiaries), whether or not related to this Agreement, (iii) subject to Section 5.3(a), all compensation, severance and similar amounts payable to any Transferred Employee and attributable to any period on or prior to the Closing Date, and all payroll, employment and similar Taxes thereon, (iv) severance and similar amountsClosing, if any, payable to any officer, director or current or former employee or independent contractor of the Seller or any Seller (other than any Transferred Employee) of its Affiliates, including the Purchased Subsidiary and its Subsidiaries, and all payroll, employment or similar Taxes thereon, (viv) the costs associated with preparing the Purchased Assets for transfer to the Buyer and the costs of the Sellers’ Seller's own personnel, counsel and other advisors associated with fulfilling the Sellers’ Seller's obligations under Section 5.4, (vi) fifty percent (50%) of any Transfer Expenses in excess of the Buyer Transfer Expense Cap and (viiv) fifty percent (50%) of the Transfer Taxes, if any, (vi) the total amount of principal and interest due on the loan from the State of Wisconsin, (vii) any Indebtedness of the Seller and its Affiliates, including the Purchased Subsidiary and its Subsidiaries, that is not a Retained Liability and (viii) any amounts owed by the Seller or its Afilliates to CDW in excess of the CDW Retained Liability, including, without limitation, any legal fees, pre-judgment interest (as such term is used in the Specified Litigation) or penalty fees, or any other fees or expenses, in each case incurred by the Seller or any of its Affiliates as a result of the Specified Litigation (collectively, the “Seller Closing Expenses”). If the Buyer obtains GSE Approval and the Seller becomes entitled to receive the Cash Consideration, the Seller shall use the Cash Consideration to pay any Seller Closing Expenses not satisfied at the Closing. (b) The Buyer shall be responsible for and shall pay (i) the fees, commissions or other compensation to any broker, finder, investment banker or other Person engaged by the Buyer with respect to the transactions contemplated by this Agreement (including, without limitation, such amounts payable to financial advisors to the Buyer engaged to render opinions with respect to the fairness of the consideration for the Purchased Assets)Agreement, (ii) subject to Section 11.1, the legal, accounting and audit fees of the Buyer, (iii) the out-of-pocket costs associated with obtaining, configuring, implementing, testing and launching the Triad MAC Technology Platform following the Closingdate hereof, including obtaining, configuring, implementing, testing and launching commercially available “off-the-shelf” software and other Third Party software (including any license for such software) necessary for the use or operation of the Triad MAC Technology Platform and not transferable from the Sellers Seller or its Affiliates (including by reason of a Third Party withholding its Consent to such transfer or imposing a transfer fee, up-front license fee or other charge associated with the transfer of a license from the Sellers Seller to the Buyer) (“Transfer Expenses”), up to $3,800,000 (excluding including any amounts paid by Buyer for optional or discretionary developments or improvements to improve the capacity, functionality or other features of the Triad MAC Technology Platform from the capacity, functionality and other features in place immediately prior to the Closing Date) date hereof (the “Buyer Transfer Expense CapPre-Transaction MAC Technology Platform”), (iv) fifty percent (50%) of any Transfer Expenses in excess of the Buyer Transfer Expense Cap, (v) fifty percent (50%) of the Transfer Taxes, if any, and (viv) the costs of Buyer’s 's own personnel, counsel and other advisors associated with the fulfillment of the Buyer’s 's obligations pursuant to Section 5.4 (collectively, the “Buyer Closing Expenses”).

Closing Expenses. (a) The Sellers shall be responsible for and Purchaser shall pay (i) the feesfees and expenses of its legal and other advisors and consultants, commissions or other compensation to any brokerincluding, finderwithout limitation, investment banker or other Person engaged by any Seller with respect to all surveyors, engineers, environmental consultants, Americans With Disabilities Act consultants, roofing PURCHASE AND SALE AGREEMENT PAGE 43 contractors and the transactions contemplated by this Agreementlike, (ii) the legalall sales and use tax and other similar taxes and charges, accounting and audit fees of any Seller paid or incurred if any, due in connection with this Agreement, the other Transaction Documents and conveyance of the transactions contemplated hereby and thereby, Personal Property; (iii) all recording charges for those of the Conveyance Documents that are recorded; (iv) all assignment, assumption and transfer fees required to be paid in connection with the assumption by Purchaser of the Assumed Indebtedness (other than Assumed Indebtedness owing to SAFECO Life); (v) all premiums for title insurance coverage and endorsements in excess of or in addition to the coverage that would be provided by the Title Policies; and (vi) subject to Section 5.3(a14(c), all compensation, severance and similar amounts payable to any Transferred Employee and attributable to any period on or prior to the Closing Date, and all payroll, employment and similar Taxes thereon, one-half (iv) severance and similar amounts, if any, payable to any officer, director or current or former employee or independent contractor of any Seller (other than any Transferred Employee) and all payroll, employment or similar Taxes thereon, (v) the costs associated with preparing the Purchased Assets for transfer to the Buyer and the costs of the Sellers’ own personnel, counsel and other advisors associated with fulfilling the Sellers’ obligations under Section 5.4, (vi) fifty percent (50%1/2) of any Transfer Expenses in excess of the Buyer Transfer Expense Cap and (vii) fifty percent (50%) of the Transfer Taxes, if any (collectively, the “Seller Closing Expenses”)Escrow Agent's fees. (b) The Buyer shall be responsible for and Sellers shall pay (i) the fees, commissions or fees and expenses of their legal and other compensation to any broker, finder, investment banker or other Person engaged by advisors and consultants; (ii) all transfer taxes and documentary stamp taxes due in connection with the Buyer with respect to the transactions contemplated by this Agreement (including, without limitation, such amounts payable to financial advisors to the Buyer engaged to render opinions with respect to the fairness conveyance of the consideration Shopping Centers or the assignment of the Joint Venture Interest; (iii) all prepayment fees required to be paid by Sellers in connection with the prepayment of Indebtedness that is not Assumed Indebtedness; (iv) all termination fees payable in connection with the termination of Contracts that are not Assumed Contracts; (v) the cost of obtaining the Commitments and the Surveys; (vi) the cost of the premiums for the Purchased Assets), Title Policies; and (iivii) subject to Section 11.114(c) below, the legal, accounting and audit fees of the Buyer, one-half (iii) the out-of-pocket costs associated with obtaining, configuring, implementing, testing and launching the Triad Technology Platform following the Closing, including obtaining, configuring, implementing, testing and launching commercially available “off-the-shelf” software and other Third Party software (including any license for such software) necessary for the use or operation of the Triad Technology Platform and not transferable from the Sellers (including by reason of a Third Party withholding its Consent to such transfer or imposing a transfer fee, up-front license fee or other charge associated with the transfer of a license from the Sellers to the Buyer) (“Transfer Expenses”), up to $3,800,000 (excluding any amounts paid by Buyer for optional or discretionary developments or improvements to improve the capacity, functionality or other features of the Triad Technology Platform from the capacity, functionality and other features in place immediately prior to the Closing Date) (the “Buyer Transfer Expense Cap”), (iv) fifty percent (50%1/2) of Escrow Agent's fees. (c) Purchaser shall pay to Escrow Agent any Transfer Expenses additional fees or compensation due in excess respect of the Buyer Transfer Expense Cap, additional services provided by Escrow Agent to facilitate or assist with any financing obtained by Purchaser. (vd) fifty percent (50%) of the Transfer Taxes, if any, All closing costs not otherwise enumerated in this Section 14 shall be allocated between Purchaser and (vi) the costs of Buyer’s own personnel, counsel and other advisors associated with the fulfillment of the Buyer’s obligations pursuant Sellers according to Section 5.4 (collectively, the “Buyer Closing Expenses”)local custom.

Closing Expenses. (a) The Sellers In connection with the consummation of this transaction, Seller shall be responsible for and shall pay pay: ​ (i) any and all prorations or adjustments required by this Agreement in favor of Purchaser; ​ (ii) all conveyance taxes, documentary stamps, and all real estate transfer taxes and state excise taxes; ​ ​ (iii) all costs and expenses incurred in connection with the fees, commissions or other compensation to transfer of the Fortis roof warranty; (iv) any broker, finder, investment banker or other Person engaged by any Seller with respect and all brokerage commission(s) due to the transactions contemplated Broker (as hereinafter defined); ​ (v) one-half of any escrow and closing agent fee charged by the Title Company; ​ (vi) the cost or release of any Mandatory Cure Items or the cost to cure any other Title Objections that Seller has expressly elected in writing to cure; and ​ (vii) Seller’s attorney’s fees. ​ (b) In connection with the consummation of this Agreementtransaction, Purchaser shall pay: (i) all fees in connection with the recording of the Deed; ​ (ii) the legalcost of the Title Commitment, accounting the costs of the Title Policy, and audit fees the costs of any Seller paid or title insurance premiums ordered thereunder; ​ (iii) the cost of Purchaser’s due diligence investigations and the Survey; ​ (iv) one-half of any escrow and closing agent fee charged by the Title Company; (v) all mortgage recording taxes; (vi) all endorsements to the Title Policy requested by ▇▇▇▇▇▇▇▇▇ and the premium and endorsement charges for any loan policy of title insurance; ​ ​ (vii) all costs and expenses incurred in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, (iii) subject to Section 5.3(a), all compensation, severance and similar amounts payable to any Transferred Employee and attributable to any period on or prior to the Closing Date, and all payroll, employment and similar Taxes thereon, (iv) severance and similar amounts, if any, payable to any officer, director or current or former employee or independent contractor transfer of any Seller (transferable permits, warranties other than any Transferred Employee) and all payroll, employment the Fortis roof warranty (licenses or similar Taxes thereon, (v) non-cash security deposits to Purchaser in connection with the costs associated with preparing the Purchased Assets for transfer to the Buyer and the costs of the Sellers’ own personnel, counsel and other advisors associated with fulfilling the Sellers’ obligations under Section 5.4, (vi) fifty percent (50%) of any Transfer Expenses in excess of the Buyer Transfer Expense Cap and (vii) fifty percent (50%) of the Transfer Taxes, if any (collectively, the “Seller Closing Expenses”). (b) The Buyer shall be responsible for and shall pay (i) the fees, commissions or other compensation to any broker, finder, investment banker or other Person engaged by the Buyer with respect to the transactions contemplated by this Agreement (including, without limitation, such amounts payable to financial advisors to the Buyer engaged to render opinions with respect to the fairness of the consideration for the Purchased Assets), (ii) subject to Section 11.1, the legal, accounting and audit fees of the Buyer, (iii) the out-of-pocket costs associated with obtaining, configuring, implementing, testing and launching the Triad Technology Platform following the Closing, including obtaining, configuring, implementing, testing and launching commercially available “off-the-shelf” software and other Third Party software (including any license for such software) necessary for the use ownership or operation of the Triad Technology Platform Property; ​ (viii) any and not transferable from the Sellers all prorations or adjustments required by this Agreement in favor of Seller; and ​ (including by reason of a Third Party withholding its Consent to such transfer or imposing a transfer fee, up-front license fee or other charge associated with the transfer of a license from the Sellers to the Buyerix) (“Transfer Expenses”), up to $3,800,000 (excluding any amounts paid by Buyer for optional or discretionary developments or improvements to improve the capacity, functionality or other features of the Triad Technology Platform from the capacity, functionality and other features in place immediately prior to the Closing Date) (the “Buyer Transfer Expense Cap”), (iv) fifty percent (50%) of any Transfer Expenses in excess of the Buyer Transfer Expense Cap, (v) fifty percent (50%) of the Transfer Taxes, if any, and (vi) the costs of BuyerPurchaser’s own personnel, counsel and other advisors associated with the fulfillment of the Buyerattorney’s obligations pursuant to Section 5.4 (collectively, the “Buyer Closing Expenses”).fees. ​

Closing Expenses. (a) The Sellers shall be responsible for and Purchaser shall pay (i) the feesfees and expenses of its legal and other advisors and consultants, commissions or other compensation to any brokerincluding, finderwithout limitation, investment banker or other Person engaged by any Seller with respect to all surveyors, engineers, environmental consultants, Americans With Disabilities Act consultants, roofing contractors and the transactions contemplated by this Agreementlike, (ii) the legalall sales and use tax and other similar taxes and charges, accounting and audit fees of any Seller paid or incurred if any, due in connection with this Agreement, the other Transaction Documents and conveyance of the transactions contemplated hereby and thereby, Personal Property; (iii) all recording charges for those of the Conveyance Documents that are recorded; (iv) all assignment, assumption and transfer fees required to be paid in connection with the assumption by Purchaser of the Assumed Indebtedness (other than Assumed Indebtedness owing to SAFECO Life); (v) all premiums for title insurance coverage and endorsements in excess of or in addition to the coverage that would be provided by the Title Policies; and (vi) subject to Section 5.3(a14(c), all compensation, severance and similar amounts payable to any Transferred Employee and attributable to any period on or prior to the Closing Date, and all payroll, employment and similar Taxes thereon, one-half (iv) severance and similar amounts, if any, payable to any officer, director or current or former employee or independent contractor of any Seller (other than any Transferred Employee) and all payroll, employment or similar Taxes thereon, (v) the costs associated with preparing the Purchased Assets for transfer to the Buyer and the costs of the Sellers’ own personnel, counsel and other advisors associated with fulfilling the Sellers’ obligations under Section 5.4, (vi) fifty percent (50%1/2) of any Transfer Expenses in excess of the Buyer Transfer Expense Cap and (vii) fifty percent (50%) of the Transfer Taxes, if any (collectively, the “Seller Closing Expenses”)Escrow Agent's fees. (b) The Buyer shall be responsible for and Sellers shall pay (i) the fees, commissions or fees and expenses of their legal and other compensation to any broker, finder, investment banker or other Person engaged by advisors and consultants; (ii) all transfer taxes and documentary stamp taxes due in connection with the Buyer with respect to the transactions contemplated by this Agreement (including, without limitation, such amounts payable to financial advisors to the Buyer engaged to render opinions with respect to the fairness conveyance of the consideration Shopping Centers or the assignment of the Joint Venture Interest; (iii) all prepayment fees required to be paid by Sellers in connection with the prepayment of Indebtedness that is not Assumed Indebtedness; (iv) all termination fees payable in connection with the termination of Contracts that are not Assumed Contracts; (v) the cost of obtaining the Commitments and the Surveys; (vi) the cost of the premiums for the Purchased Assets), Title Policies; and (iivii) subject to Section 11.114(c) below, the legal, accounting and audit fees of the Buyer, one-half (iii) the out-of-pocket costs associated with obtaining, configuring, implementing, testing and launching the Triad Technology Platform following the Closing, including obtaining, configuring, implementing, testing and launching commercially available “off-the-shelf” software and other Third Party software (including any license for such software) necessary for the use or operation of the Triad Technology Platform and not transferable from the Sellers (including by reason of a Third Party withholding its Consent to such transfer or imposing a transfer fee, up-front license fee or other charge associated with the transfer of a license from the Sellers to the Buyer) (“Transfer Expenses”), up to $3,800,000 (excluding any amounts paid by Buyer for optional or discretionary developments or improvements to improve the capacity, functionality or other features of the Triad Technology Platform from the capacity, functionality and other features in place immediately prior to the Closing Date) (the “Buyer Transfer Expense Cap”), (iv) fifty percent (50%1/2) of Escrow Agent's fees. (c) Purchaser shall pay to Escrow Agent any Transfer Expenses additional fees or compensation due in excess respect of the Buyer Transfer Expense Cap, additional services provided by Escrow Agent to facilitate or assist with any financing obtained by Purchaser. (vd) fifty percent (50%) of the Transfer Taxes, if any, All closing costs not otherwise enumerated in this Section 14 shall be allocated between Purchaser and (vi) the costs of Buyer’s own personnel, counsel and other advisors associated with the fulfillment of the Buyer’s obligations pursuant Sellers according to Section 5.4 (collectively, the “Buyer Closing Expenses”)local custom.

Closing Expenses. (a) The Sellers Seller shall pay and be responsible for and shall pay (i) the fees, commissions or other compensation to any broker, finder, investment banker or other Person engaged by any Seller following costs in connection with respect to the transactions contemplated by this AgreementContract (collectively, “Seller’s Expenses”): (iia) one half of the Escrow fees; and (b) the legaltitle insurance premium allocable to the standard ALTA owner’s title policy portion of the Title Policy (i.e., accounting the CLTA portion) and audit fees the cost of any endorsements to the Title Policy that Seller paid or incurred agrees to obtain as part of the title curative process. Buyer shall pay and be responsible for the payment of the following costs in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, (iii) subject to Section 5.3(a), all compensation, severance and similar amounts payable to any Transferred Employee and attributable to any period on or prior to the Closing Date, and all payroll, employment and similar Taxes thereon, (iv) severance and similar amounts, if any, payable to any officer, director or current or former employee or independent contractor of any Seller (other than any Transferred Employee) and all payroll, employment or similar Taxes thereon, (v) the costs associated with preparing the Purchased Assets for transfer to the Buyer and the costs of the Sellers’ own personnel, counsel and other advisors associated with fulfilling the Sellers’ obligations under Section 5.4, (vi) fifty percent (50%) of any Transfer Expenses in excess of the Buyer Transfer Expense Cap and (vii) fifty percent (50%) of the Transfer Taxes, if any (collectively, the “Seller Closing Expenses”). (b) The Buyer shall be responsible for and shall pay (i) the fees, commissions or other compensation to any broker, finder, investment banker or other Person engaged by the Buyer with respect to the transactions contemplated by this Agreement Contract (includingcollectively, without limitation“Buyer’s Expenses” and, such amounts payable to financial advisors to together with Seller’s Expenses, the Buyer engaged to render opinions with respect to the fairness “Closing Expenses”): (i) one half of the consideration for the Purchased Assets), Escrow fees; (ii) subject to Section 11.1, the legal, accounting and audit fees of the Buyer, (iii) the out-of-pocket costs associated with obtaining, configuring, implementing, testing and launching the Triad Technology Platform following the Closing, including obtaining, configuring, implementing, testing and launching commercially available “off-the-shelf” software all real property and other Third Party software (including any license for transfer, documentary, sales, use and other such software) necessary for the use taxes and fees incurred or operation of the Triad Technology Platform and not transferable from the Sellers (including by reason of a Third Party withholding its Consent to such transfer or imposing a transfer fee, up-front license fee or other charge associated assessed in connection with the transfer of a license from the Sellers Purchased Assets contemplated by this Contract; provided, however, that if there is any transfer tax payable in connection with the transfer of the Property, the Purchase Price shall be reduced by $1,313,250; (iii) except to the Buyerextent set forth in clause (b) (“Transfer Expenses”)above, up any additional premium for the Title Policy, including extended coverage and for any endorsements to $3,800,000 (excluding the Title Policy that Buyer may request and any amounts paid additional premium for the lender’s title insurance policy to be delivered by Buyer for optional or discretionary developments or improvements to improve the capacity, functionality or other features of the Triad Technology Platform from the capacity, functionality and other features in place immediately prior to the Closing Date) Debt Financing Source (the “Buyer Transfer Expense CapLender’s Title Policy”), ; (iv) fifty percent (50%) the costs of any Transfer Expenses in excess of recording the Buyer Transfer Expense Cap, Deed; (v) fifty percent (50%) of the Transfer Taxes, if any, cost to prepare any Survey and any Update; (vi) the filing fee required to paid in connection with the pre-merger notification filing under the HSR Act; and (vii) any costs and expenses in connection with any other regulatory filing (including any Buyer’s Gaming Approval) required to be made, or any other regulatory clearance, license or approval required to be obtained, by Buyer in connection with the consummation of the transaction contemplated by this Contract. Except as otherwise specifically set forth herein, the fees and expenses of Seller’s designated representatives, accountants and attorneys shall be borne by Seller, the fees and expenses of Buyer’s own personneldesignated representatives, counsel accountants and attorneys shall be borne by Buyer, and all other advisors associated escrow and Closing costs shall be allocated to and paid by Seller or Buyer in accordance with the fulfillment manner in which such costs are customarily paid by such parties in sales of similar property in ▇▇▇▇▇ County, Nevada as determined by the Buyer’s obligations pursuant to Escrow Agent. This Section 5.4 (collectively, the “Buyer 4.2 shall survive Closing Expenses”)or any termination of this Contract.