Common use of 1031 Exchange Clause in Contracts

1031 Exchange. At or prior to Closing, Seller may assign its rights under this Agreement (in whole or in part) to a qualified intermediary (as defined in Treasury regulation section 1.1031(k)-1(g)(4)) or similar entity or arrangement ("Qualified Intermediary"). Upon any such assignment, Seller shall promptly give written notice thereof to Buyer, and Buyer shall cooperate with the reasonable requests of Seller and any Qualified Intermediary in connection therewith. Without limiting the generality of the foregoing, if Seller gives notice of such assignment, Buyer shall (i) promptly provide Seller with written acknowledgment of such notice and (ii) at Closing, pay the Purchase Price (or any portion thereof designated by the Qualified Intermediary) to or on behalf of the Qualified Intermediary (which payment shall, to the extent thereof, satisfy the obligations of Buyer to make such payment hereunder). Seller's assignment to a Qualified Intermediary will not relieve Seller of any of its duties or obligations herein. Except for the obligations of Buyer set forth in this Section, Buyer shall not have any liability or obligation to Seller for the failure of the contemplated exchange to qualify as a like-kind exchange under Section 1031 of the Internal Revenue Code unless such failure is the result of the material breach or default by Buyer under this Agreement.

1031 Exchange. At or prior to Closing, Seller may assign its rights ------------- under this Agreement (in whole or in part) to a qualified intermediary (as defined in Treasury regulation section 1.1031(k)-1(g)(4)) or similar entity or arrangement ("Qualified Intermediary"). Upon any such assignment, Seller shall promptly give written notice thereof to Buyer, and Buyer shall cooperate with the reasonable requests of Seller and any Qualified Intermediary in connection therewith. Without limiting the generality of the foregoing, if Seller gives notice of such assignment, Buyer shall (i) promptly provide Seller with written acknowledgment of such notice and (ii) at Closing, pay the Purchase Price (or any portion thereof designated by the Qualified Intermediary) to or on behalf of the Qualified Intermediary (which payment shall, to the extent thereof, satisfy the obligations of Buyer to make such payment hereunder). Seller's assignment to a Qualified Intermediary will not relieve Seller of any of its duties or obligations herein. Except for the obligations of Buyer set forth in this Section, Buyer shall not have any liability or obligation to Seller for the failure of the contemplated exchange to qualify as a like-kind exchange under Section 1031 of the Internal Revenue Code unless such failure is the result of the material breach or default by Buyer under this Agreement.

1031 Exchange. At or prior to Closing, Seller may assign its rights under this Agreement (in whole or in part) to a qualified intermediary (as defined in Treasury regulation section 1.1031(k)-1(g)(4)) or similar entity or arrangement ("Qualified Intermediary"). Upon any such assignment, Seller shall promptly give written notice thereof to Buyer, and Buyer shall cooperate with the reasonable requests of Seller and any Qualified Intermediary in connection therewith. Without limiting the generality of the foregoing, if Seller gives notice of such assignment, Buyer shall (i) promptly provide Seller with written acknowledgment of such notice and (ii) at Closing, pay the Purchase Price (or any portion thereof designated by the Qualified Intermediary) to or on behalf of the Qualified Intermediary (which payment shall, to the extent thereof, satisfy the obligations of Buyer to make such payment hereunder). Seller's assignment to a Qualified Intermediary will not relieve Seller of any of its duties or obligations herein. Except for the obligations of Buyer set forth in this Section, Buyer shall not have any liability or obligation to Seller for the failure of the contemplated exchange to qualify as a like-kind exchange under Section 1031 of the Internal Revenue Code unless such failure is the result of the material breach or default by Buyer under this AgreementCode.

1031 Exchange. At or prior to ClosingTo facilitate a like-kind exchange under Section 1031 of the Code, Seller may assign its rights under this Agreement (in whole or in part) to a “qualified intermediary” under section 1.1031(k)-1(g)(4) of the treasury regulations (but such assignment shall not relieve Seller of its obligations under this Agreement) and any such qualified intermediary (as defined in Treasury regulation section 1.1031(k)-1(g)(4)) may re-assign to Seller, provided that no such assignment shall prevent or similar entity or arrangement ("Qualified Intermediary")delay Closing. Upon any such assignment, Seller shall promptly give written notice thereof to Buyer, and Buyer shall cooperate with the reasonable requests of Seller and any Qualified Intermediary in connection therewith. Without limiting the generality of the foregoing, if If Seller gives notice of such assignment, Buyer shall (i) promptly provide Seller with a written acknowledgment of such notice prior to Closing and (ii) at Closing, pay the Purchase Price (or any such portion thereof as is designated in writing by the Qualified Intermediaryqualified intermediary) to or on behalf of the Qualified Intermediary qualified intermediary at Closing and otherwise reasonably cooperate therewith. Buyer’s obligation to cooperate with Seller is specifically conditioned upon each of the following: (which payment shalli) all of Buyer’s rights and all of Seller’s obligations to Buyer respecting all other provisions of this Agreement shall not be adversely affected by any such exchange, to the extent thereof, satisfy the obligations of Buyer to make whether or not such payment hereunder). Seller's assignment to a Qualified Intermediary will not relieve Seller of any of its duties or obligations herein. Except for the obligations of Buyer set forth in this Section, exchange is consummated; and (ii) Buyer shall not have in any liability or obligation way be liable to Seller or any other party whatsoever for the any failure of the contemplated exchange Seller’s proposed transaction to qualify as a tax-free exchange of like-kind exchange property under Section 1031 of the Internal Revenue Code unless such failure is the result of the material breach or default by Buyer under this AgreementCode.

1031 Exchange. At or prior to ClosingTo facilitate a like-kind exchange under Section 1031 of the Code, Seller may assign its rights under this Agreement (in whole or in part) to a “qualified intermediary” under section 1.1031(k)-1(g)(4) of the treasury regulations (but such assignment shall not relieve Seller of its obligations under this Agreement) and any such qualified intermediary (as defined in Treasury regulation section 1.1031(k)-1(g)(4)) may re-assign to Seller; provided that no such assignment shall prevent or similar entity or arrangement ("Qualified Intermediary")delay Closing. Upon any such assignment, Seller shall promptly give written notice thereof to Buyer, and Buyer shall cooperate with the reasonable requests of Seller and any Qualified Intermediary in connection therewith. Without limiting the generality of the foregoing, if If Seller gives notice of such assignment, Buyer shall (i) promptly provide Seller with a written acknowledgment of such notice prior to Closing and (ii) at Closing, pay the Purchase Price (or any such portion thereof as is designated in writing by the Qualified Intermediaryqualified intermediary) to or on behalf of the Qualified Intermediary qualified intermediary at Closing and otherwise reasonably cooperate therewith. Buyer’s obligation to cooperate with Seller is specifically conditioned upon each of the following: (which payment shalli) all of Buyer’s rights and all of Seller’s obligations to Buyer respecting all other provisions of this Agreement shall not be adversely affected by any such exchange, to the extent thereof, satisfy the obligations of Buyer to make whether or not such payment hereunder). Seller's assignment to a Qualified Intermediary will not relieve Seller of any of its duties or obligations herein. Except for the obligations of Buyer set forth in this Section, exchange is consummated by Buyer; and (ii) Buyer shall not have in any liability or obligation way be liable to Seller or any other party whatsoever for the any failure of the contemplated exchange Seller’s proposed transaction to qualify as a tax-free exchange of like-kind exchange property under Section 1031 of the Internal Revenue Code unless such failure is the result of the material breach or default by Buyer under this AgreementCode.