Cooperation with Exchange. After the signing of this Agreement, the Company and the Purchaser shall cooperate with any requests or requirements from the Exchange with regard to making the Conversion Shares eligible for trading on the Exchange.
Cooperation with Exchange. Each party agrees to cooperate with the other if such party intends to accomplish a tax-deferred exchange pursuant to Section 1031 of the Internal Revenue Code of 1986. Buyer and/or Seller may assign this Agreement to an exchange intermediary for the purpose of facilitating such an exchange by the assigning party, and Buyer and/or Seller may extend the Closing Date by up to 30 days (but not beyond the Outside Closing Date) to facilitate its tax-deferred exchange. Xxxxx’s duty to cooperate shall be limited to the transfer of money to Seller or Seller’s designee in exchange for the Property, and in no event shall Buyer act as purchaser or acquirer of any exchange property. Seller’s duty to cooperate shall be limited to the transfer of the Property to Buyer or Xxxxx’s designee and in no event will Seller exchange the Purchase Property for any exchange property designated by Buyer. The requesting party shall indemnify and defend and hold the other party harmless from any claims, loss, damages or liability arising out of participation in an exchange.
Cooperation with Exchange. Xxxxx agrees to cooperate with the other if Xxxxxx intends to accomplish a tax-deferred exchange pursuant to Section 1031 of the Internal Revenue Code of 1986. Buyer and/or Seller may assign this Agreement to an exchange intermediary for the purpose of facilitating such an exchange by the assigning party. Xxxxx’s duty to cooperate shall be limited to the transfer of money to Seller or Seller’s designee in exchange for the Property, and in no event shall Buyer act as purchaser or acquirer of any exchange property. Seller shall indemnify and defend and hold Buyer harmless from any claims, loss, damages or liability arising out of participation in an exchange.
Cooperation with Exchange. Each party agrees to cooperate with the other if such party intends to accomplish a tax-deferred exchange pursuant to Section 1031 of the Internal Revenue Code of 1986. Buyer and/or Seller may assign this Agreement to an exchange intermediary for the purpose of facilitating such an exchange by the assigning party. Xxxxx’s duty to cooperate shall be limited to the transfer of money to Seller or Seller’s designee in exchange for the Property, and in no event shall Buyer act as purchaser or acquirer of any exchange property. Seller’s duty to cooperate shall be limited to the transfer of the Property to Buyer or Xxxxx’s designee and in no event will Seller exchange the Purchase Property for any exchange property designated by Buyer. The requesting party shall indemnify and defend and hold the other party harmless from any claims, loss, damages or liability arising out of participation in an exchange.
Cooperation with Exchange. If either Seller or Buyer intends to use this transaction (or the Repurchase, if it occurs) as part of a tax-deferred, like kind (IRC 1031) exchange, each party shall cooperate with the other in order to effectuate such an exchange, including the execution of any documents necessary for such purpose, subject to the following limitations: (a) neither party shall be obligated to either shorten or extend the Closing Date; (b) all costs associated with the exchange shall be paid by the party requesting the exchange; (c) the party requesting the exchange shall indemnify and hold harmless the other party whose cooperation is requested from all liability arising from the exchange; (d) neither Buyer nor Seller shall be required to take title to another property for purposes of accommodating an exchange unless specifically agreed upon in writing; (e) this transaction shall close as a sale on all other terms of this Agreement, unless the party requesting the exchange completes all steps necessary to close as an exchange.
Cooperation with Exchange. Buyer agrees to reasonably cooperate with Current Owner and Seller by executing such documents or taking such action as such entities reasonably request in connection with any tax deferred exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, provided that (i) the transaction contemplated by this Agreement shall not be conditioned upon completion of such exchange; (ii) neither Buyer nor BR-TBR Owner shall be required to take title to any real property in connection with any such exchange; and (iii) neither Buyer nor BR-TBR Owner shall incur any costs or liability by reason of any such exchange. Current Owner and Seller agree to reasonably cooperate with Buyer by executing such documents or taking such action as Buyer (or BR-TBR Owner) reasonably requests in connection with any tax deferred exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, provided that (i) the transaction contemplated by this Agreement shall not be conditioned upon completion of such exchange; (ii) Seller shall not be required to take title to any real property in connection with any such exchange; and (iii) Current Owner and Seller shall not incur any costs or liability by reason of any such exchange.
Cooperation with Exchange. Buyer agrees to accommodate and cooperate with Seller in structuring the transfer of Property from Seller to Buyer as an exchange of property held for productive use in a trade or business or for investment within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended (the "CODE"). In connection with such tax deferred exchange, Buyer shall execute such documents as may be reasonably required to effect such exchange and also allow Seller to extend the Close of Escrow for a period of Thirty (30) days. In no event shall Buyer be required to take title to any real property other than the Property or to incur any additional expense or liability. Buyer shall have no liability pursuant to any documents executed in connection with such exchange. Seller shall indemnify, defend, protect and hold harmless Buyer, its partners, officers, directors, employees, agents, representatives, successors and assigns from and against any and all Claims arising from or in connection with (i) structuring the transaction contemplated by this Agreement as an exchange under Section 1031 of the Code or (ii) the execution of any documents in connection with the exchange. Seller shall pay all costs, if any, incurred by Buyer as a result of structuring the transfer of the Property as an exchange under Section 1031 of the Code, including, without limitation, attorneys' fees (including in-house counsel) and other costs incurred by Buyer in connection with document review, litigation or threats of litigation, or governmental audits arising from such exchange or related thereto, and any other resulting costs and expenses. Under no circumstances shall structuring the transaction contemplated by this Agreement as an exchange under Section 1031 of the Code delay the Close of Escrow. The failure of the contemplated transaction to qualify as a tax-deferred exchange under Section 1031 of the Code shall in no way defeat or otherwise compromise the sale of the Property from Seller to Buyer. The rights and obligations of Buyer and Seller pursuant to this Section 10 shall survive the conveyance of the Property contemplated hereunder.
Cooperation with Exchange. Purchaser may desire to effect the transaction in a manner so as to qualify as a like-kind exchange under Internal Revenue Code Section 1031, and the associated regulations. Accordingly, Seller agrees to use reasonable efforts to accommodate Purchaser in effectuating a like-kind exchange pursuant to Section 1031 of the Code provided however, that (a) such exchange will not delay or otherwise adversely affect the Closing, (b) Purchaser shall indemnify, save and hold harmless Seller of, from and against any loss, cost, damage, tax, expense or adverse consequence (including attorneys’ fees) incurred by Seller in connection with Purchaser’s like-kind exchange, (c) all documents to be executed by Seller in connection with 20236674v11 such exchange shall be subject to the approval of Seller, and shall expressly state, without qualification, that such party (x) is acting solely as an accommodating party to such exchange, (y) shall have no liability with respect thereto, and (z) is making no representation or warranty that the transactions qualify as a tax-free exchange under Section 1031 of the Code or any applicable state or local laws, (d) in no event shall Seller be obligated to acquire any property or otherwise be obligated to take title, or appear in the records of title, to any property in connection with such exchange, and (e) in no event shall Seller be obligated to execute any note, contract, or other document providing for any personal liability.
Cooperation with Exchange. Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an “Exchange”) pursuant to §1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (a) the Close of Escrow shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging party’s obligations under this Agreement; (b) the exchanging party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary (c) neither party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other party; and (d) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party had the exchanging party not consummated the transaction through an Exchange. Neither party shall by this Agreement or acquiescence to an Exchange desired by the other party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging party that its Exchange in fact complies with §1031 of the Code.
Cooperation with Exchange. Buyer and Seller each agree to reasonably cooperate with the other by executing such documents or taking such action as may be reasonably required in connection with any tax deferred exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, provided that (i) the transaction contemplated by this Agreement shall not be conditioned upon completion of such exchange; (ii) neither Seller nor Buyer shall be required to acquire any property in connection with the exchange of the other and shall not be required to take title to any real property in connection with the exchange of the other; (iii) any inconsistency between the provisions of any documents executed in connection with any proposed exchange and the provisions of this Agreement shall be governed by this Agreement, provided that the foregoing shall not affect the assumption by an exchange accommodator of the obligations of any party to this Agreement; (iv) neither Seller nor Buyer shall incur any liability or cost by reason of the exchange of the other and each of Seller and Buyer shall indemnify, defend and hold the other harmless from and against any and all obligations or liabilities or losses incurred by such other party solely relating to the exchange of Seller or Buyer, as the case may be; (v) in no event shall the Closing Date be delayed by reason of any exchange; and (vi) any and all representations, warranties, agreements and covenants made by Seller and Buyer respectively pursuant to this Agreement shall continue to be the obligation of Seller or Buyer, as the case may be, regardless of the use of any intermediary in connection with the proposed tax free exchange.
