1031 Transaction Sample Clauses

1031 Transaction. Notwithstanding anything to the contrary set forth herein, Seller may take such steps as Seller shall deem necessary or desirable to qualify the sale of each Property (or any portion thereof) under Section 1031 of the Code, including the use of, and/or assignment of this Agreement to, a "qualified intermediary" within the meaning of Treas. Regs. Section 1.1031(k)-(g)(4), or the use of any other multiparty arrangement described in Treas. Regs. Section 1.1031(k)-1(g) and/or in accordance with revenue procedure 2000-37(a "1031 TRANSACTION"). Purchaser shall reasonably cooperate (which cooperation shall be at Seller's sole cost and expense) in so structuring a 1031 Transaction, if so desired by Seller, provided that such structuring shall not affect Purchaser's rights or obligations hereunder except to a DE MINIMIS extent. Notwithstanding anything to the contrary contained herein, in no event shall Purchaser be required to accept title to any property other than the Property in connection with any such 1031 Transaction. Seller agrees to indemnify Purchaser from and against all losses resulting from any claim made against Purchaser in connection with such 1031 Transaction by Seller. In addition, Purchaser may take such steps as Purchaser shall deem necessary or desirable to qualify the purchase of each Property (or any portion thereof) as a 1031 Transaction including a reverse 1031 Transaction. Purchaser expressly reserves the right to assign its rights, but not its obligations, hereunder to a "qualified intermediary" as provided in Treas. Regs. Section 1.031(k)-1(g)(4) on or before the Closing Date. Seller shall cooperate (which cooperation shall be at Purchaser's expense) in so structuring a 1031 Transaction, including a reverse 1031 Transaction, if so desired by Purchaser, provided that such structuring shall not affect Seller's rights hereunder except to a DE MINIMIS extent. Notwithstanding anything to the contrary contained herein, in no event shall Seller be required to accept any property other than cash in connection with any such 1031 Transaction from any entity in satisfaction of Purchaser's obligation to pay the Purchase Price. Purchaser agrees to indemnify Seller from and against all losses resulting from any claim made against Seller in connection with such 1031 Transaction of Purchaser. [REMAINDER OF PAGE LEFT BLANK]
Sample 1See All (5)
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1031 Transaction. Notwithstanding the provisions of Section 6.1(B), Seller shall neither require nor cause any delay in a Closing Date for purposes of meeting the requirements for a 1031 Transaction. If necessary to meet a Closing Date, Seller will complete the transfer contemplated by this Agreement and then resort to the "deferred exchange" procedures of Section 1.1031(k)-1 of the Treasury Regulations promulgated under the Internal Revenue Code of 1986.
Sample 1
1031 Transaction. Notwithstanding anything to the contrary set forth herein, Seller may take such steps as Seller shall deem necessary or desirable to qualify the sale of all or any portion of the Property under Section 1031 of the Code (a “1031 Transaction”), including the use of, and/or assignment of this Agreement to, a “qualified intermediary” within the meaning of Treas. Regs. § 1.1031(k)-(g)(4), or the use of any other multiparty arrangement described in Treas. Regs. § 1.1031(k)-1(g). Purchaser shall cooperate (which cooperation shall be at Seller’s expense) in so structuring a 1031 Transaction, if so desired by Seller, provided that such structuring shall not affect Purchaser’s rights hereunder except to a de minimis extent. Notwithstanding anything to the contrary contained herein, in no event shall Purchaser be required to accept title to any property other than the Property in connection with any such 1031 Transaction. Seller agrees to indemnify Purchaser from and against all Losses resulting from any claim made against Purchaser in connection with such 1031 Transaction by Seller. Seller shall cooperate (which cooperation shall be at Purchaser’s expense) in so structuring a 1031 Transaction, if so desired by Purchaser, provided that such structuring shall not affect Seller’s rights hereunder except to a de minimis extent. Notwithstanding anything to the contrary contained herein, in no event shall Seller be required to accept any property other than cash in connection with any such 1031 Transaction from any entity in satisfaction of Purchaser’s obligation to pay the Purchase Price. Purchaser agrees to indemnify Seller from and against all Losses resulting from any claim made against Seller in connection with such 1031 Transaction of Purchaser. The indemnifications provided under this Section 17.14 shall survive the Closing or any termination of this Agreement.
Sample 1
1031 Transaction. Purchaser acknowledges that this Agreement may be used by Seller as part of a IRC Section 1031 transaction and agrees to cooperate to effect such a transaction, provided same is at no cost or liability to Purchaser and that such transaction does not delay the closing. Accordingly, Seller shall reimburse Purchaser for and hold Purchaser harmless from any costs or damages incurred by Purchaser (including reasonable attorneys’ fees) in connection with such cooperation by Purchaser. The Section 1031 transaction shall not diminish nor negate any of the Purchaser’s duties or obligations hereunder.
Sample 1
1031 Transaction. Purchaser and Seller hereby acknowledge that it is possible that the other party may wish to complete a deferred tax-free exchange and qualify for treatment under Section 1031 of the Internal Revenue Code. The exchange shall not delay the Closing. The exchanging party’s rights and obligations under this Agreement would be assigned to a “Qualified Intermediary” (as defined in IRS Regulation 1.1031(k)-1) of such party's choice, for the purpose of completing the exchange. Each party agrees to cooperate with the other party and the Qualified Intermediary in a manner necessary to complete the exchanging party’s exchange, provided that (i) the other party is not responsible for any additional cost or liability as a result of cooperation with the exchanging party and the Qualified Intermediary to consummate such transaction and (ii) no such assignment shall relieve the requesting party of its obligations under this Agreement and the requesting party shall remain liable for the performance of its obligations hereunder, including, without limitation, the representations, warranties and covenants given by it under this Agreement.
Sample 1
1031 Transaction. Buyer and/or Seller (the “1031 Party”) may take such steps as such party shall deem necessary or desirable to qualify the purchase or sale of the Property (or any portion thereof) under Section 1031 of the IRS Code (a “1031 Transaction”). Buyer or Seller (as the case may be, the “Non-1031 Party”) each agrees to use reasonable efforts to accommodate the 1031 Party in effectuating a 1031 Transaction, if so desired by the 1031 Party; provided, however, that (a) such transaction does not directly or indirectly increase or decrease the Purchase Price, (b) such transaction will not delay or otherwise adversely affect the Closing, and (c) there is no additional unreimbursed loss, cost, damage, tax, expense or adverse consequence incurred by the Non-1031 Party resulting from, or in connection with, such transaction.
Sample 1

Related to 1031 Transaction

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Exempt Transaction Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Consummation of Acquisition Concurrently with the making of the initial Loans, (i) the Buyer shall have purchased pursuant to the Acquisition Documents (no provision of which shall have been amended or otherwise modified or waived in a manner that is materially adverse to the Lenders’ interests) without the prior written consent of the Agents), and shall have become the owner, free and clear of all Liens, of all of the Acquisition Assets, (ii) the proceeds of the initial Loans shall have been applied in full to pay a portion of the Purchase Price payable pursuant to the Acquisition Documents for the Acquisition Assets and the closing and other costs relating thereto, and (iii) the Buyer shall have fully performed all of the obligations to be performed by it under the Acquisition Documents.

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4: (1) any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit; (2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”); and (3) the sale of all or substantially all of the outstanding shares of capital stock of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall remain subject to the right of first refusal set forth in this Section 4.

  • Transaction (1) The present Settlement Agreement constitutes a transaction in accordance with Articles 2631 and following of the Civil Code of Quebec, and the Parties are hereby renouncing any errors of fact, of law and/or of calculation.

  • Asset Transfer Seller shall have delivered to Buyer the following instruments of transfer and assignment in accordance with the provisions hereof, transferring to Buyer all of Seller's right, title and interest in and to the Assets, free and clear of all Liens: (a) A Xxxx of Sale in the form attached hereto as Exhibit D; (b) An Assignment and Assumption Agreement in the form attached hereto as Exhibit E; (c) An Assignment of Patents and Trademarks in the form attached hereto as Exhibit F; (d) An Assignment of Internet Domain Name in the form attached hereto as Exhibit G; and (e) Such other instruments of transfer reasonably requested by Buyer.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Merger Transaction 2.1 Merger of Acquisition Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined in Section 2.3), Acquisition Sub shall be merged with and into the Company, the separate existence of Acquisition Sub shall cease and the Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

  • Concurrent Transactions All documents or other deliveries required to be made by Purchaser or Seller at Closing, and all transactions required to be consummated concurrently with Closing, shall be deemed to have been delivered and to have been consummated simultaneously with all other transactions and all other deliveries, and no delivery shall be deemed to have been made, and no transaction shall be deemed to have been consummated, until all deliveries required by Purchaser and Seller shall have been made, and all concurrent or other transactions shall have been consummated.

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