Section 1031 Transaction. Seller or Buyer, or both of them, may close either Tranche 1 or Tranche 2 or both as part of a like-kind exchange of properties under Section 1031 of the Internal Revenue Code of 1986, as amended, and applicable rules and regulations. The exchanging party shall bear all costs of the exchange. The other party shall cooperate with the exchanging party and do all things reasonably required and requested by the exchanging party (provided that such actions do not increase the other party’s obligations or liabilities under this Agreement) to effect and facilitate such an exchange. The exchanging party shall and does hereby indemnify, defend and hold the other party harmless for and from all liabilities arising as a result of the exchange that would not have arisen had the exchanging party not closed Tranche 1, Tranche 2, or both as part of a like-kind exchange. Anything in this Section 1.5 to the contrary notwithstanding: [i] no party makes any representation or warranty to the other as to the effectiveness or tax impact of any proposed exchange; [ii] in no event shall any party be required to take title to any exchange or replacement property; [iii] in no event shall completion of any such exchange be a cause or excuse for any delay in either Closing; and [iv] no party shall be required to incur any costs or expenses or incur any additional liabilities or obligations in order to accommodate any exchange requested by the other party or any exchange intermediary or facilitator.
Section 1031 Transaction. The parties acknowledge and agree that Seller intends to assign to an exchange facilitator, qualified intermediary, exchange accommodation titleholder or similar entity (a “Qualified Intermediary”) its rights and obligations hereunder to facilitate a transaction or transactions which are intended to qualify for treatment by the Seller as a tax-deferred like-kind exchange pursuant to the provisions of Section 1031 of the Code. Purchaser and XxXxxxxxx agree to cooperate in good faith with Seller in its efforts to facilitate such an exchange.
Section 1031 Transaction. (i) Notwithstanding anything to the contrary contained in this Agreement, Seller and Purchaser each have the right to consummate the transactions contemplated by this Agreement in a manner that qualifies as a tax-deferred exchange, in whole or in part, under the provisions of Section 1031 of the Internal Revenue Code, the Treasury Regulations thereunder, and IRS Revenue Procedure 2000-37 (a “1031 Transaction”). The party seeking to effect a 1031 Transaction is referred to in this Section 1.7 as the “Exchanging Party.”
Section 1031 Transaction. Sellers and Buyer(s) acknowledge that Seller may be using the proceeds herein for purposes of investing in a like-kind replacement property pursuant to Internal Revenue Code Section 1031 (a “Like Kind Exchange”), or that Buyer may be purchasing the above-described tract as replacement property for purposes of completing a like-kind exchange. Xxxxxx and Xxxxx(s) agree to cooperate reasonably with Like Kind Exchange efforts, if requested, at no cost to the party not participating in such exchange. The party participating in the like-kind exchange agrees to pay any additional reasonable attorneys’ fees and other costs incurred by that party in so cooperating, provided that such cooperation shall not require the non-participant to take title to any other property nor relieve the participant’s obligations hereunder.
