1031 Like-Kind Exchange. Each party consents to the other party's assignment of its rights and obligations under this Agreement to its Qualified Intermediary (as that term is defined in Section 1.1031-1(g)(4)(v) of the Treasury Regulations), or its Qualified Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2007-37), in connection with effectuation of a like-kind exchange. However, Seller and Purchaser acknowledge and agree that any assignment of this Agreement to a Qualified Intermediary or a Qualified Exchange Accommodation Titleholder does not release either party from any of their respective liabilities and obligations to each other under the Agreement. Each party agrees to cooperate with the other to attempt to structure the transaction as a like-kind exchange.
1031 Like-Kind Exchange. Prior to the First Closing and Second Closing, in the event Seller or any of Seller’s Affiliates or Seller’s Designates desires to effect a tax-deferred exchange in connection with conveyance of any of the Seller Real Property, Affiliate Real Property or Seller Designate Real Property, Purchaser agrees to cooperate in effecting such exchange; provided, however, that the exchanging party shall be responsible for all additional costs associated with such exchange, and provided further, that a non-exchanging party shall not assume any additional liability with respect to such tax-deferred exchange. Purchaser or Purchaser’s designate, as necessary, shall execute such additional documents, at no cost to the non-exchanging party, as shall be required to give effect to this provision.
1031 Like-Kind Exchange. The Seller and Buyer agree that the Seller or Buyer may elect to treat the acquisition or sale of the Properties as an exchange of like-kind PURCHASE AND SALE AGREEMENT 65 property (an “Exchange”) under section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”); provided, that the Closing shall not be delayed or affected by reason of the Exchange. Each Party agrees to use reasonable efforts to cooperate with the other Parties in the completion of such an Exchange including an Exchange subject to the procedures outlined in Section 1.1031(k)-1 of the United States Treasury Regulations promulgated under the Code (the “Treasury Regulations”) and/or Internal Revenue Service Revenue Procedure 2000-37. Each of the Parties shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a qualified intermediary (as that term is defined in Treasury Regulation Section 1.1031(k)-1(g)(4)(iii)) or an exchange accommodation titleholder (as that term is defined in Internal Revenue Service Revenue Procedure 2000-37) to effect an Exchange. In connection with any such Exchange, any exchange accommodation title holder shall have taken all steps necessary to own the Properties under applicable Law. Each Party acknowledges and agrees that neither an assignment of a Party’s rights under this Agreement nor any other actions taken by a Party or any other person in connection with the Exchange shall release any Party from, or modify, any of their respective liabilities and obligations (including indemnity obligations to each other) under this Agreement, and no Party makes any representations as to any particular tax treatment that may be afforded to any other Party by reason of such assignment or any other actions taken in connection with the Exchange. Any Party electing to treat the acquisition or sale of the Properties as an Exchange shall be obligated to pay all additional costs incurred hereunder as a result of the Exchange, and in consideration for the cooperation of the other Parties, the Party electing Exchange treatment shall agree to pay all costs associated with the Exchange and to indemnify and hold the other Party, its affiliates and former, current and future partners, members, shareholders, owners, officers, directors, managers, employees, agents and representatives harmless from and against any and all liabilities and taxes arising out of, based upon, attributable to or resulting from the Exchange or ...
1031 Like-Kind Exchange. Either or both of the parties may be transacting a 1031 Like-Kind Exchange (“Exchange”) as a part of the purchase and sale contemplated by this Agreement. In such event, the other party shall cooperate (“Cooperating Party”) including the execution of necessary documents, provided, however, that the Cooperating Party shall be under no obligation to incur any cost or expense in connection with such cooperation and assistance.
1031 Like-Kind Exchange. Purchaser may purchase the Property and Seller may sell the Property by completing one or more Internal Revenue Code Section 1031 tax-deferred exchange(s). Each party agrees to cooperate (at no cost, expense, liability or potential liability to such cooperating party) with the other in effecting such an exchange; provided, however, the (a) cooperating party shall not incur any additional liability or financial obligations, (b) Closing Date shall not be extended or accelerated as a consequence of any such exchange, (c) consummation or accomplishment of any such exchange shall not be a condition precedent or condition subsequent to either party’s obligation and covenants under this Agreement, (d) cooperating party shall not be required to acquire or hold title to any real property other than the Property for purposes of consummating any such exchange, and (e) cooperating party shall not be required to execute any additional documentation other than a simple consent.
1031 Like-Kind Exchange. Seller and Xxxxx acknowledge that either party may elect to affect the sale and purchase of the Property as an exchange pursuant to Section 1031 of the Internal Revenue Code, provided the electing party utilizes the services of a “qualified intermediary” as defined in Treasury Regulation § 1.1031(k)(g)(4)(iii) (the “Intermediary”) to effectuate such Section 1031 exchange. The electing party is to give notice to the Title Company and the other party of any intent to close subject to a Section 1031 not less than five (5) Business Days prior to the Closing. Notwithstanding an assignment to or substitution of the Intermediary to act in place of the electing party, the electing party agrees to unconditionally guarantee the full and timely performance by the Intermediary of the representations, warranties, obligations, and undertakings of the Intermediary regarding a Section 1031 exchange, and in the event of breach, the other party may proceed directly against the electing party without the need to join the Intermediary. The other party agrees to execute such documents as are reasonably necessary or appropriate and to cooperate with the electing party to effectuate a Section 1031 exchange.
1031 Like-Kind Exchange. One or more of Sellers intend that the sale of their individual interest in the Property be structured as an exchange of real estate under the terms and requirements of Section 1031 of the Internal Revenue Code and the regulations promulgated by the Internal Revenue Service thereunder. Notwithstanding any other provision of the Contract, the individual Seller’s rights under this Contract are assignable prior to closing to structure an exchange of the Property under Section 1031 and Buyer will reasonably cooperate in such exchange at no additional cost or liability to Buyer.
1031 Like-Kind Exchange. Parties acknowledge the Seller may choose to enter into a like kind exchange with the sale proceeds of this property and Buyer agrees to execute at closing any customary documents tendered by Seller’s Like Kind Exchange Company. [The remainder of this page has been intentionally left blank.] In witness whereof, the parties hereto affix their hands and seals as of the date first set forth above. BUYER: SELLER: TOWN OF ACTON By its Board of Selectmen Xxxxx X. Xxxxx, Chair Xxxxx X. Xxxxxx, Vice-Chair Xxxxxxx X. Xxxxx, Clerk Xxxxx Xxxxx Chingsung Xxxxx X.X. XXXXXX FAMILY LIMITED PARTNERSHIP By:_ Name: Its: EXHIBIT A Copy of Existing Deed EXHIBIT B ESCROW AGREEMENT
1031 Like-Kind Exchange. BUYER may assign this contract. If closing is delayed due to Buyers 1031 Exchange, then Xxxxx will pay interest at the Farm Credit Services of America rate.
