Buyer’s Exchange Clause Samples
Buyer’s Exchange. Buyer may assign all or any portion of its rights under this Agreement to an affiliated entity and/or a qualified intermediary, in order to facilitate a like-kind exchange transaction which includes all or any portion of the Property as replacement property pursuant to Section 1031 of the Tax Code. No such assignment shall relieve Buyer of its obligations under this Agreement and Buyer will remain liable under this Agreement, subject to the limits set forth herein, following any such assignment and shall indemnify, defend and hold Seller harmless from any additional cost, liability or expense suffered or incurred by Seller by reason of such assignment or Seller’s cooperation with Buyer’s exchange. Seller further agrees to cooperate with Buyer in effecting such exchange transaction, including, without limitation, consenting in writing to the assignment of all or any portion of this Agreement by Buyer to any such qualified intermediary and/or any affiliated entity. Seller hereby agrees to execute reasonable customary documentation used by Buyer to effect such exchange transaction, provided that any such exchange transaction, and the related documentation, shall: (i) not require Seller to execute any contract (other than as set forth above), make any commitment, or incur any obligations, contingent or otherwise, to third parties which would expand Seller’s obligations beyond this Agreement or incur any additional costs, (ii) not delay the Closing or the transaction contemplated by this Agreement, or (iii) not include Seller’s acquiring title to any other property. The obligations of Seller and Buyer under this Section shall survive the Closing and shall not be merged therein.
Buyer’s Exchange. Likewise, Buyer shall have the right to exchange other property of like kind and qualifying use within the meaning of Section 1031 of the Code and the Treasury Regulations promulgated thereunder, for fee title in the Property (only the Real Property) which is the subject of this Contract. Buyer expressly reserves the right to assign its rights, but not its obligations, hereunder to a Qualified Intermediary as provided in Treasury Regulations section 1.1031(k)1(g)(4). Seller agrees to reasonably cooperate with Buyer with respect to any tax-deferred exchange pursuant to the provisions of Section 1031 of the Code and the Treasury Regulations thereunder, and agrees to execute any document necessary to effectuate such 1031 Exchange, provided that: (A) Seller incurs no additional cost or expense attributable to the exchange, including without limitation any attorney’s fees, deed excise taxes and recording fees; (B) Buyer agrees to indemnify and hold Seller harmless from and against all liability arising out of its cooperation in effectuating the exchange as requested by Buyer; (C) Seller shall have no personal liability with respect to the exchange; and (D) the date of Closing shall not be extended as a result thereof. Seller and Buyer further acknowledge that all agreements in connection with performing the Buyer’s exchange shall be prepared at Buyer’s expense by Buyer’s counsel.
Buyer’s Exchange. In the event Buyer so elects, Seller agrees to cooperate with Buyer in effecting a tax-deferred exchange of the Property under Internal Revenue Code (S) 1031. Buyer shall have the right to elect a tax-deferred exchange by giving Seller written notice of such election prior to Closing. If Buyer so elects to effect a tax- deferred exchange, Seller agrees to execute such escrow instructions, documents, agreements or instruments to effect an exchange as Buyer may reasonably request, it being understood that Seller shall not be required to incur any additional costs, expenses, fees or liabilities, not reimbursed or indemnified by Buyer, as a result of or connected with an exchange. In no event shall Seller be required to acquire title to other property as a consequence of Buyer's election to effect such exchange. Buyer may assign its rights and delegate its duties under this Agreement in whole or in part to a third party in order to effect such an exchange; provided that Buyer shall remain responsible to Seller for the full and prompt performance of any delegated duties. Buyer shall indemnify and hold Seller and its affiliates harmless from and against all claims, expenses (including reasonable attorneys' fees), loss and liability resulting from Seller's participation in any exchange undertaken pursuant to this Section 26(a).
Buyer’s Exchange. Seller acknowledges that Buyer may engage in a tax-deferred exchange (the "Exchange") pursuant to Section 1031 of the Internal Revenue Code. To effect this Exchange, Buyer may assign its rights in, and delegate its duties under, this Agreement to any exchange accommodator which Buyer shall determine. As an accommodation to Buyer, Seller agrees to cooperate with Buyer in connection with the Exchange, including the execution of documents therefor, provided the following terms and conditions are satisfied:
(i) There shall be no liability to Seller and Seller shall have no obligation to take title to any property in connection with the Exchange.
(ii) Seller shall in no way be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to any exchange property and/or the Exchange.
(iii) In no way shall the Close of Escrow be contingent or otherwise subject to the consummation of the Exchange, and the Escrow shall timely close in accordance with the terms of this Agreement notwithstanding any failure, for any reason, of the parties to the Exchange to effect same.
(iv) If, for any reason, the Close of Escrow does not occur by Buyer’s Exchange deadline, Seller shall have no responsibility or liability to Buyer or any third party involved in the Exchange on account thereof.
(v) Seller will not be required to make any representations or warranties nor assume any obligations, nor spend any sum or incur any personal liability whatsoever in connection with the Exchange.
(vi) All representations, warranties, covenants and indemnification obligations of Buyer set forth in this Agreement shall not be affected or limited by Buyer's use of an exchange accommodator and shall survive the Exchange and shall continue to inure directly from Buyer for the benefit of Seller.