1031 Exchanges. 1. Modifications to Multifamily Loan and Security Agreement (1031 Exchange) (6244).
2. Assumption and Release Agreement and Ratification of Loan Obligations (1031 Exchanges) (6634) (required upon completion of the exchange).
3. Subordination, Assignment and Security Agreement (Master Lease) (0000.XX), for use with 1031 exchange transactions where a master lease is in place.
1031 Exchanges. Seller and Buyer acknowledge and agree that the purchase and sale of the Property may be part of a tax-free exchange under Section 1031 of the Code ("Exchange"), for either Buyer or Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such Exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire any substitute property, (b) such Exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such Exchange (other than expenses of reviewing and executing documents required in connection with such Exchange ), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if Seller so elects to close the transfer of the Property as an Exchange, then (i) Seller, at its sole option, may delegate its obligations to transfer the Property under this Agreement, and may assign its rights to receive the Purchase Price from Buyer, to a deferred exchange intermediary (an "Intermediary") or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Seller pursuant to this Agreement; (iii) Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Buyer; (v) the closing of the transfer of the Property to Buyer shall be undertaken by direct deed from Seller (or, if applicable, from other affiliates of Seller whom Seller will cause to execute such deeds) to Buyer or to exchange accommodation titleholder, as the case may be; and (vi) Seller shall indemnify, protect, defend and hold harmless Buyer from and against any and all liability, costs and expenses arising from and out of such Exchange by Seller. Notwithstanding anything to the contrary contained in the foregoing, if Buyer so elects to close the acquisition of the Property as an Exchange ,then (A) Buyer, at its sole option, may delegate its obligations to acquire the Property under this Agreement, and may assign its rights to receive the Property from Se...
1031 Exchanges. (a) In the event that, pursuant to Section 2.02 of the Merger Agreement, Outside Unitholders collectively make Redemption Elections to exchange Lighthouse Units for less than 12,457,144 DownREIT Partnership Units (subject to the adjustments set forth in Section 5.03), then, notwithstanding anything to the contrary in Section 1.02(d), (e), (f) or (g), but subject to Section 1.03(d), the Public Parties may elect, pursuant to Section 1.03(b) and at their sole option (subject to Section 1.02(b)), to acquire (or cause a designee to acquire) one or more Lighthouse Acquisition Properties (or, where applicable, the related Limited Liability Company Interests) that are not Lighthouse Contribution Properties pursuant to the terms of Section 1.02(d), (e), (f) or (g), subject to Section 1.03(d), through an Exchange. Notwithstanding the foregoing, the Public Parties shall not be entitled to acquire any Lighthouse Acquisition Property through an Exchange unless all of the Lighthouse Acquisition Properties listed above the applicable Lighthouse Acquisition Property on Schedule 1.03 (if any) are (i) Lighthouse Contribution Properties or (ii) are being acquired by the Public Parties pursuant to an Exchange or (iii) Rights Impacted Properties. Such Lighthouse Acquisition Properties shall be valued in accordance with the allocation of the Lighthouse Acquisition Consideration set forth on Exhibit B; provided, that such election shall be made, and the applicable Lighthouse Acquisition Properties (or, where applicable, the related Limited Liability Company Interests) shall be acquired by the Public Parties, or any designated affiliate thereof or any exchange accommodator designated by them, upon the Sale/Exchange Settlement.
(b) On the date of the Partnership Unitholder Meeting or as promptly as practicable thereafter, Contributor shall deliver written notice to Public REIT and Lone Star Parent (the “Redemption Results Notice”) setting forth the number of Partnership Units for which Redemption Elections were made. Within five days following receipt of the Redemption Results Notice, the Public Parties shall deliver written notice (the “Exchange Notice”) to Lone Star Parent and Contributor indicating which properties, if any, the Public Parties have elected to acquire through an Exchange pursuant to Section 1.03(a). For the avoidance of doubt, the Public Parties shall not be entitled to acquire any Acquisition Property through an Exchange if an Exchange Notice with respect to suc...
1031 Exchanges. If either Seller or Buyer seeks to sell or purchase the Property or any part thereof as an exchange of like-kind Property pursuant to Internal Revenue Code Section 1031, the other party shall cooperate therein, provided such exchange does not change the terms and conditions of this Agreement and does not impose any additional expense or liability on the other party.
1031 Exchanges. Seller may elect at Seller's option to structure the sale of the Premises as a tax free exchange as follows:
1031 Exchanges. Buyer and Seller acknowledge that each party to this Agreement has the right to restructure all or a part of the transaction as provided in Internal Revenue Code § 1031 as a concurrent or delayed (non-simultaneous) tax deferred exchange for the benefit of such party. Buyer and Seller agree to cooperate, and if requested by the other party, to accommodate such other party in any such exchange; provided that (i) such cooperation and/or accommodation shall be at no further cost or liability to the non-requesting party and the requesting party hereby indemnifies the non-requesting party in connection therewith; and (ii) the restructuring of the within transaction shall not prevent or delay the Closing Date. Buyer and/or Seller, in electing to structure the sale as an exchange, shall have the right to substitute another entity or person, who will be such party’s accommodator in such party’s place and stead. Buyer and Seller acknowledge and agree that such substitution will not relieve the herein named party of any liability or obligation hereunder, and Buyer and/or Seller shall have the right to look solely to such herein named party with respect to the obligations of such party under this Agreement.
1031 Exchanges. Buyer agrees to cooperate with Seller if Seller elects to consummate the transaction set forth in this Agreement as a “like-kind exchange” within the purview and meaning of section 1031 of the Internal Revenue Code of 1986, as amended (a “1031 Exchange”), including, without limitation, executing documents reasonably requested by such entity or entities to effectuate such 1031 Exchange which are in form and content acceptable to Buyer; provided, however, that:
a. Buyer’s right to purchase the Property shall not be conditioned upon the consummation of the 1031 Exchange;
b. In no event shall Seller be relieved from liability under this Agreement or any other escrow instructions, exhibits or documents to be executed in connection herewith;
c. The consummation of the 1031 Exchange shall be at no liability, risk or expense to Buyer;
d. The consummation of the 1031 Exchange shall not delay or extend the Close of Escrow; and
e. Buyer shall not be obligated to take title to any real or personal property other than the Property.
1031 Exchanges. Either party may consummate the purchase or sale of the Property as part of a so-called like kind exchange (an “Exchange”) pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (“Code”), provided that (i) the Closing shall not be delayed or affected by reason of an Exchange nor shall the consummation or accomplishment of any Exchange be a condition precedent or condition subsequent to a party’s obligations under this Agreement; (ii) any party desiring an Exchange shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary and the other party shall not be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating such Exchange; (iii) the party desiring an Exchange shall pay any additional costs that would not otherwise have been incurred by Buyer or Seller had such party not consummated its purchase or sale through an Exchange; and (iv) the qualified intermediary shall not receive fee title to the Property. Neither party shall by this Agreement or acquiescence to an Exchange desired by the other party (1) have its rights under this Agreement affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted to the other party that such party’s Exchange in fact complies with Section 1031 of the Code. The provisions of this Section 9.6 shall survive the Closing.
1031 Exchanges. Either party (such party, the “Exchanging Party”) may consummate the transaction contemplated in this Agreement as part of a so-called like kind exchange (the “Exchange”) pursuant to §1031 of the Code, provided that: (i) the other, non- exchanging party (such party, the “Non-Exchanging Party”) shall be provided no less than ten (10) days prior written notice of such Exchange and the Closing shall not be delayed or affected by reason of the Exchange, nor shall the consummation or accomplishment of the Exchange be a condition precedent or condition subsequent to the Exchanging Party’s obligations under this Agreement; (ii) the Exchanging Party shall effect the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary; (iii) the Non- Exchanging Party shall not be required to take an assignment of this Agreement for the relinquished property or be required to acquire or hold title to any real property (other than the Property) for purposes of consummating the Exchange; and (iv) the Exchanging Party shall pay all costs (including legal fees, escrow costs, brokerage commissions, title charges, survey costs, recording costs and other charges) incurred with respect to the Exchange. The Non-Exchanging Party shall not by this agreement or acquiescence to the Exchange (1) have its rights under this Agreement affected or diminished in any manner, (2) be responsible for compliance with or be deemed to have warranted to the Exchanging Party that the Exchange in fact complies with §1031 of the Code, (3) have any responsibility or liability to any third party involved in the Exchange, or
1031 Exchanges. Each party (the “Exchanging Party”) reserves the right to consummate the transactions contemplated by this Agreement as an exchange in accordance with the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, and the other party (the “Non-Exchanging Party”) agrees to reasonably cooperate with the Exchanging Party to effectuate such an exchange, subject to the following limitations: (i) the Non-Exchanging Party shall incur no additional costs or expenses in connection with the exchange, other than its own attorneys’ fees, (ii) the purchase and sale of the Property shall not be delayed by reason of any such exchange, (iii) the terms and conditions of this Agreement shall not be modified by reason of such exchange, (iv) the Non-Exchanging Party shall have no obligation to locate, conduct due diligence with respect to or take title to any exchange property, (v) the Non-Exchanging Party shall have no responsibility to ensure the Exchanging Party’s intended tax consequences, and (vi) the Exchanging Party shall and hereby agrees to indemnify and hereby does agree to and shall indemnify the Non-Exchanging Party against any and all damages, claims, losses, costs, expenses, or other liabilities that arise by reason of or related to any such exchange.
