Buyer’s Exchange Sample Clauses

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.
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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.
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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:
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Related to Buyer’s Exchange

  • The Exchange Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined):

  • Exchange Closing 2.1. The closing of the Exchange (the “Exchange Closing”) shall take place at such place as the Closing of the transactions contemplated by the Merger Agreement and contemporaneously with the consummation of the Merger pursuant to the Merger Agreement.

  • The Share Exchange Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined):

  • Nasdaq Until the consummation of a Business Combination, the Company will use its best efforts to maintain the listing of the Public Securities on Nasdaq or a national securities exchange acceptable to the Representative.

  • Securities Exchange The Company shall use its reasonable best efforts to maintain its Common Stock listing and to continue to have its Common Stock be quoted on The American Stock Exchange or on another national securities exchange, so long as it is subject to Section 13 or 15(d) of the Exchange Act.

  • The Closing Transactions Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date:

  • Exchange Stock Market Clearance On the Closing Date, the Company’s shares of Common Stock, including the Firm Shares, shall have been approved for listing on the Exchange, subject only to official notice of issuance. On the first Option Closing Date (if any), the Company’s shares of Common Stock, including the Option Shares, shall have been approved for listing on the Exchange, subject only to official notice of issuance.

  • Tax Free Exchange As an accommodation to Buyer, Seller agrees to cooperate with Buyer to accomplish an I.R.C. Section 1031 like kind tax deferred exchange, provided that the following terms and conditions are met; (i) Buyer shall give Seller notice of any desired exchange not later than five (5) days prior to the Closing Date; (ii) Seller shall in no way be liable for any additional costs, fees and/or expenses relating to the exchange; (iii) if, for whatever reason, the Closing does not occur, Seller shall have no responsibility or liability to the third party involved in the exchange transaction, if any; and (iv) Seller shall not be required to make any representations or warranties nor assume or incur any obligations or personal liability whatsoever in connection with the exchange transaction. Buyer indemnifies and agrees to hold Seller and each Seller Related Party harmless from and against any and all causes, claims, demands, liabilities, costs and expenses, including attorneys’ fees, as a result of or in connection with any such exchange. As an accommodation to Seller, Buyer agrees to cooperate with Seller to accomplish an I.R.C. Section 1031 like kind tax deferred exchange, provided that the following terms and conditions are met; (i) Seller shall give Buyer notice of any desired exchange not later than five (5) days prior to the Closing Date; (ii) Buyer shall in no way be liable for any additional costs, fees and/or expenses relating to the exchange; (iii) if, for whatever reason, the Closing does not occur, Buyer shall have no responsibility or liability to the third party involved in the exchange transaction, if any; and (iv) Buyer shall not be required to make any representations or warranties nor assume or incur any obligations or personal liability whatsoever in connection with the exchange transaction. Seller indemnifies and agrees to hold Buyer harmless from and against any and all causes, claims, demands, liabilities, costs and expenses, including attorneys’ fees, as a result of or in connection with any such exchange.

  • Nasdaq Listing The shares of Parent Common Stock to be issued in the Merger shall have been authorized for listing on Nasdaq, subject to notice of issuance.

  • Obtaining Stock Exchange Listings The Company will from time to time take all commercially reasonable actions which may be necessary so that the Warrant Shares, immediately upon their issuance upon the exercise of Warrants, will be listed on the principal securities exchanges and markets within the United States of America, if any, on which other shares of Common Stock are then listed.

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