Cooperation with Respect to Like-Kind Exchange. Buyer agrees that Seller may, at Seller’s election at or prior to the Closing Date, direct that all or a portion of the Purchase Price be delivered to a “qualified intermediary” (as defined in Treasury Regulation Section 1.1031(k) - 1(g)(4)) identified by Seller (a “Qualified Intermediary”) in order to enable Seller’s relinquishment of the Assets to qualify as part of a like-kind exchange of property covered by Section 1031 of the IRC and any corresponding state income Tax provision. If Seller so elects, Buyer shall cooperate with Seller in connection with Seller’s efforts to effect such like-kind exchange, which cooperation shall include, without limitation, taking such actions as Seller requests in order to enable Seller to qualify such transfer as part of a like-kind exchange of property covered by Section 1031 of the IRC (including any actions required to facilitate the use of a Qualified Intermediary.) Notwithstanding anything herein, the structuring of the transactions in a manner that qualifies the transactions as part of a like-kind exchange shall not be a condition to Closing. Buyer agrees that Seller may assign all or part of its rights and delegate all or part of its obligations under this Agreement to a Qualified Intermediary to qualify the transfer of the Assets as part of a like-kind exchange of property covered by Section 1031 of the IRC and any corresponding state income Tax provision. Any and all representations, obligations, agreements, warranties and covenants made by Seller to Buyer in connection with this Agreement shall remain in full force and effect and continue to inure to the benefit of Buyer, notwithstanding any assignment of this Agreement to a Qualified Intermediary in connection with such Section 1031 exchange. Nothing in this Section 11.2 shall in any manner relieve Seller from any of its obligations under this Agreement, and Seller shall remain primarily liable to Buyer pursuant to the terms of this Agreement. Buyer and Seller agree in good faith to use reasonable efforts to coordinate the transactions contemplated by this Agreement with any other transactions engaged in by either Buyer or Seller; provided that such efforts do not result in an unreasonable delay in the consummation of the transactions contemplated by this Agreement. Buyer’s cooperation and actions taken pursuant to this Section 11.2 shall not increase Buyer’s liabilities or obligations pursuant to the terms of this Agreement, and Seller shall indemnify and h...
Cooperation with Respect to Like-Kind Exchange. Buyer agrees that Seller's transfer of the Purchased Property may, at Seller's election, be accomplished in a manner enabling such transfer to qualify as part of a like-kind exchange of property covered by Section 1031 of the IRC. If Seller so elects, Buyer shall cooperate with Seller (but without being required to incur any out-of-pocket costs in the course thereof) in connection with Seller's efforts to effect such like-kind exchange, which cooperation shall include, without limitation, taking such actions as Seller requests in order to enable Seller to qualify such transfer as part of a like-kind exchange of property covered by Section 1031 of the IRC (including any actions required to facilitate the use of a "qualified intermediary" within the meaning of the United States Treasury Regulations), and Buyer agrees that Seller may assign all or part of its rights (but no obligations) under this Agreement to a person or entity acting as a qualified intermediary to qualify the transfer of the Purchased Property as part of a like-kind exchange of property covered by Section 1031 of the IRC. Buyer and Seller agree in good faith to use reasonable efforts to coordinate the transactions contemplated by this Agreement with any other transactions engaged in by either Buyer or Seller; provided that such efforts are not required to include an unreasonable delay in the consummation of the transactions contemplated by this Agreement.
Cooperation with Respect to Like-Kind Exchange. Seller may assign some or all of its rights (but not its obligations) under this Agreement to an escrow agent or other Person reasonably satisfactory to Buyer serving as a Intermediary under United States Treasury Regulations promulgated under Section 1031 of the Code; provided that (i) such assignment shall not deprive Buyer of rights or benefits, or relieve Seller of any obligations or liabilities, under this Agreement, (ii) Buyer shall not be obligated to expend funds or incur obligations or liabilities in connection therewith and (iii) Seller shall indemnify and hold harmless Buyer from and against any and all loss, liability, cost and expense arising or resulting from any such transaction. Seller intends for such exchange to constitute a like-kind exchange pursuant to Section 1031 of the Code. However, nothing in this Agreement shall be construed as a representation or warranty of any party to any other party as to the tax characterization of the transaction.
Cooperation with Respect to Like-Kind Exchange. Buyer agrees that Seller may, at Seller's written election delivered to Buyer no later than five (5) days prior to the Closing Date, direct that all or a portion of the Initial Cash Payment be delivered to a "qualified intermediary" as defined in Treasury Regulation ss.1.1031(k) - (g)
Cooperation with Respect to Like-Kind Exchange. Buyers agree that Seller’s and Xxxxx License’s transfer of the Purchased Assets may, at Seller’s election, be accomplished in a manner enabling such transfer to qualify as part of a like-kind exchange of property covered by Section 1031 of the Code (so long as there is no delay in the consummation of the transactions contemplated hereby). If Seller and Xxxxx License so elect, Buyers shall cooperate with Seller and Xxxxx License (but without being required to incur any costs or expense in the course thereof) to effect such like-kind exchange, which cooperation shall include, without limitation, taking such actions as Seller and Xxxxx License reasonably request in order to enable such transfer to qualify as part of a like-kind exchange of property covered by Section 1031 of the Code, and Buyers agree that Seller and Xxxxx License may assign all or part of their rights (but not obligations) under this Agreement to a person or entity acting as a qualified intermediary under United States Treasury Regulations, to qualify the transfer of the Acquired Assets as part of a like-kind exchange of property covered by Section 1031 of the Code. Notwithstanding anything to the contrary herein, Buyers shall not be obligated to incur any costs, expenses, losses, liabilities or damages whatsoever to effect an exchange.
Cooperation with Respect to Like-Kind Exchange. Buyer agrees that Seller may, at Seller’s election at or prior to the Closing Date, direct that all or a portion of the Purchase Price be delivered to a “qualified intermediary” (as defined in Treasury Regulation Section 1.1031(k) - 1(g)(4)) identified by Seller (a “Qualified Intermediary”) in order to enable Seller’s relinquishment of the Assets to qualify as part of a like-kind exchange of property covered by Section 1031 of the IRC and any corresponding state income Tax provision. If Seller so elects, Buyer shall cooperate with Seller in connection with Seller’s efforts to effect such like- kind exchange, which cooperation shall include, without limitation, taking such actions as Seller requests in order to enable Seller to qualify such transfer as part of a like-kind exchange of property covered by Section 1031 of the IRC (including any actions required to facilitate the use of a Qualified Intermediary.) Notwithstanding anything herein, the structuring of the transactions in a manner that qualifies the transactions as part of a like-kind exchange shall not be a condition
Cooperation with Respect to Like-Kind Exchange. Buyer agrees that Seller's transfer of the Assets to Buyer shall, at Seller's election, be accomplished in a manner enabling the transfer to qualify as part of a like-kind exchange of property within the meaning of Section 1031 of the Code. If Seller so elects, Buyer shall cooperate with Seller to effect such like-kind exchange, which cooperation shall include, without limitation, taking such actions as Seller requests in order to effect the transfer of the Assets in a manner which enables such transfer to qualify as part of a like-kind exchange of property within the meaning of Section 1031 of the Code and Buyer agrees that Seller may assign its rights (but not its obligations) under this Agreement to an escrow agent acting as a qualified intermediary under United States Treasury Regulations, to qualify the transfer of the Assets as part of a like-kind exchange of property within the meaning of Section 1031 of the Code. Seller shall reimburse Buyer for all reasonable out-of-pocket expenses incurred by Buyer in connection with such like-kind exchange.
Cooperation with Respect to Like-Kind Exchange. Parent and IAWC agree that Seller may, at Seller's written election delivered to Parent and IAWC no later than five (5) days prior to the Closing Date, direct that all or a portion of the Initial Cash Payment be delivered to a "qualified intermediary" as defined in Treasury Regulation ss.1.1031(k) - (g)
Cooperation with Respect to Like-Kind Exchange. Buyer agrees that Seller may, at Seller's written election delivered to Buyer no later than five (5) days prior to the Closing
Cooperation with Respect to Like-Kind Exchange. In the event that Seller notifies Buyer that Seller desires that the sale of the Real Property be accomplished in a manner enabling the sale of the Real Property to qualify as a like-kind exchange of property covered by Section 1031 of the Code, Buyer hereby agrees to cooperate with Seller and to take all actions necessary to effect such like-kind exchange, including any use of a “qualified intermediary”, an “exchange accommodation titleholder” or a “qualified exchange accommodation agreement” within the meaning of the Code and the Treasury Regulations thereunder, and related authority. Seller shall indemnify and hold harmless Buyer in connection with any cooperation or action taken by Buyer in connection with such like-kind exchange.
