Cooperation in Exchange. In the event that Seller or Buyer intend to enter into a contract with a qualified intermediary for the purpose of effecting a tax deferred exchange in accordance with Section 1031 of the United States Internal Revenue Code of 1986, as most recently amended, each party consents to the assignment of this Agreement to such intermediary. Furthermore, each party shall cooperate with the other to accomplish such exchange and perform any acts reasonably necessary to assist in such exchange, provided that neither party shall be required to accept title to any property other than the Property, expend any additional amounts of money above those amounts required pursuant to this Agreement, extend the Closing Date, and further provided that each party defend, indemnify and hold the other harmless from and against expenses, costs and damages of any kind (including attorney’s fees) suffered by either party by reason of the performance of, or failure to perform, any acts of cooperation necessitated by this Section. Each party agrees to sign a Notice of Assignment prior to Close of Escrow confirming that such party has received the Notice of Assignment and consents to the assignment contemplated by this Paragraph 22.
Cooperation in Exchange. The parties acknowledge and agree that Exchangors have elected (with respect to the Exchange Properties) and Buyer may elect (with respect to the Properties) to assign their interest in this Agreement to an exchange facilitator by means of one or more escrows for the purpose of completing an exchange of such Properties or interests in such Properties in a transaction which will qualify for treatment as a tax deferred exchange pursuant to the provisions of Section 1031 of the Internal Revenue Code of 1986 and applicable state revenue and taxation code sections (a "1031 Exchange"). Each party agrees to reasonably cooperate with any party so electing in implementing any such assignment and 1031 Exchange, provided that such cooperation shall not entail any material additional expense to the non-electing party, cause such party to take title to any other property or cause such party exposure to any liability or loss of rights or benefits contemplated by this Agreement, and the electing party shall indemnify, defend and hold the non-electing party harmless from any liability, damage, loss, cost or other expense including, without limitation, reasonable attorneys' fees and costs, resulting or arising from the implementation of any such assignment and 1031
Cooperation in Exchange. In the event that at Closing, Seller is under contract with a “qualified intermediary” for the purpose of effecting a tax-deferred exchange in accordance with Section 1031 of the Code and the applicable regulations promulgated thereunder, Buyer shall cooperate with such exchange to the extent Seller provides notice of the exchange in writing and requests such assistance (including any reverse exchange) and perform any acts reasonably necessary to assist in such exchange, provided that (i) Buyer shall not be required to accept title to any real property other than the Property, and (ii) Buyer shall not be required to incur any additional expense or liability, or extend the Closing, in connection with an exchange transaction, nor will the Seller be relieved of any obligations under this Agreement as a result of the exchange.
Cooperation in Exchange. 23 ARTICLE VII
Cooperation in Exchange. Berry will cooperate with Taxxxxxll in the completion xx xxx xx more tax-deferred exchange transactions and shall execute such documents as are reasonably required for that purpose, provided that Berry shall not be required xx xxke title to any other property, shall not be put at any extra cost or expense, shall not be subject to any additional liability, and the date for the Closing shall not be extended by virtue of any requested cooperation. ARTICLE VII
Cooperation in Exchange. Buyer acknowledges and agrees that Seller may assign its interest in this Agreement to an exchange facilitator for the purpose of completing an exchange of the Real Property in a transaction which will qualify for treatment as a tax deferred exchange pursuant to the provisions of Section 1031 of the Internal Revenue Code of 1986 and applicable state revenue and taxation code sections (a "1031 Exchange"). Buyer agrees to cooperate with the Seller in implementing any such assignment and 1031 Exchange provided that such cooperation shall not entail any additional expense to Buyer or cause Buyer any liability whatsoever beyond its existing obligations under this Agreement. No such assignment by Seller shall relieve it from any of its obligations hereunder, nor shall Seller's ability to consummate a tax deferred exchange be a condition to the performance of Seller's obligations under this Agreement.
Cooperation in Exchange. Buyer and Seller both agree to reasonably cooperate, at no cost or liability to such party, in effectuating the purchase and sale of the Property as an IRC Section 1031 tax deferred exchange if requested by either party.
Cooperation in Exchange. In the event that Seller or Purchaser are under contract with a qualified intermediary at any time through the date of Closing for the purpose of effecting a tax-deferred exchange in accordance with Section 1031 of the United States Internal Revenue Code of 1986, as most recently amended, each party consents to the assignment of this Agreement to such intermediary. Furthermore, each party shall cooperate with the other to accomplish such exchange and perform any acts reasonably necessary to assist in such exchange, provided that neither party shall be required to accept title to any property other than the Land, expend any additional amounts of money above those amounts required pursuant to this Agreement, extend the Closing Date, and further provided that each party defend, indemnify and hold the other harmless from and against expenses, costs and damages of any kind (including attorney’s fees) suffered by either by reason of the performance of, or failure to perform, any acts of cooperation necessitated by this Section. Each party agrees to sign a Notice of Assignment prior to Closing confirming that such party has received the Notice of Assignment and consents to the assignment.
Cooperation in Exchange. In the event that Seller intends to enter into a contract with a qualified intermediary for the purpose of effecting a tax-deferred exchange in accordance with Section 1031 of the U.S. Internal Revenue Code of 1986, as most recently amended, Buyer shall reasonably cooperate with Seller; shall execute, acknowledge, and deliver any and all documents which Seller may reasonably request, provided that such documents are given to Buyer at least ten (10) business days before such documents are to be so delivered; and shall deal with any intermediary as Seller may direct; provided, however, that Buyer shall not be required to (i) incur any escrow or title cost or any liability in connection with any proposed exchange, (ii) delay the Closing, (iii) be responsible for locating exchange property, or (iv) take title to any property other than the Property. Seller shall indemnify and hold Buyer harmless from and against any liability, including reasonable attorneys’ fees and costs, in any way related to the exchange, including, but not limited to, any liability as a result of the exchange being a taxable or non-taxable event. Buyer makes no representation as to whether or not the transfer of the Property is a tax-deferred exchange. Seller shall reimburse Buyer for reasonable attorneys’ fees incurred in the review of documents which Seller requests Buyer to execute pursuant to this Section, whether or not the tax-deferred exchange is in fact consummated. Seller shall apply the amount to be reimbursed toward payment of the Purchase Price at the Closing. Seller’s obligation to cause the conveyance of the Property to Buyer in the time and manner provided in this Agreement is not contingent upon Seller’s ability to effectuate a tax-deferred exchange. Each Party agrees to sign a Notice of Assignment prior to Close of Escrow confirming that such Party has received the Notice of Assignment and consents to the assignment.
Cooperation in Exchange. Buyer and Seller agree to cooperate with each other in allowing the other party to consummate this transaction as a tax-deferred exchange and to execute such documents as may be requested in connection with such an exchange, provided that: (i) the consummation of a tax-deferred exchange is not a condition precedent to performance of either party’s obligations hereunder, (ii) the party who is not seeking the tax-deferred exchange shall have no personal liability or obligation under any note, deed of trust, or other document in connection with the exchange, and (iii) the party who is not seeking the tax-deferred exchange shall indemnify the other party against any and all costs, damages, claims, or causes of action, including attorney’s fees and costs, arising out of his participation in the exchange transaction for his/its benefit.
