All required documentary, filing and recording fees and expenses in connection with the filing and recording of the Assignments, deeds, conveyances or other instruments required to convey title to the Properties to the Partnership shall be borne by the Partnership. Any and all sales, use, transfer, stamp, documentary, registration or similar Taxes incurred or imposed with respect to the transactions described in this Agreement shall be borne by the Partnership. All fees, costs and expenses incurred by the Parties in negotiating this Agreement or in consummating the transactions contemplated hereunder shall be paid by the Party incurring the same, including legal and accounting fees, costs and expenses.