Deferred Exchange. BUYER PARTICIPATING IN EXCHANGE CIRCLE ONE (YES) OR (NO)
Deferred Exchange. (a) If the FRBNY holds any AIA/ALICO Preferred Units (x) on any date on which the Company closes an Equity Offering or (y) on the Conversion Date (each such date, a “Deferred Exchange Date”), then the following transactions (collectively, a “Deferred Exchange”) shall occur on such Deferred Exchange Date (and, in the case of a Deferred Exchange on the Conversion Date, immediately prior to the conversion of the Series G Preferred Stock into shares of Common Stock as set forth in the Certificate of Designations for the Series G Preferred Stock) all of which will be deemed to occur substantially contemporaneously:
(i) the Company shall purchase from the FRBNY AIA/ALICO Preferred Units (the “Deferred Purchased AIA/ALICO Preferred Units”) the aggregate AIA/ALICO Preferred Unit Amount of which as of the Deferred Exchange Date (the “Purchase Price”) is equal to the least of (A) the sum of the then Preferred Units Exchange Available Amount and the then aggregate liquidation preference of the Series G Preferred Stock, (B) the AIA/ALICO Preferred Units Aggregate Amount as of such time of the AIA/ALICO Preferred Units held by the FRBNY, (C) in the case of a Deferred Exchange following an Equity Offering only, the Net Offering Proceeds and (D) in the case of a Deferred Exchange on the Conversion Date only, the Preferred Units Exchange Available Amount;
(ii) the Company shall draw pursuant to the Draw Down Right an amount (such amount, the “Deferred Preferred Units Drawdown Amount”) equal to the lesser of (A) the Purchase Price and (B) the Preferred Units Exchange Available Amount;
(iii) the aggregate liquidation preference of the Series G Preferred Stock shall increase by the Deferred Preferred Units Drawdown Amount;
(iv) the Company shall deliver to the FRBNY in cash the Purchase Price;
(v) the FRBNY shall deliver to the Company the Deferred Purchase AIA/ALICO Preferred Units, along with such instruments of transfer and assignment and other documentation as may be reasonably required to evidence that such AIA/ALICO Preferred Units have been transferred to the Company (and, unless otherwise agreed by the FRBNY and the Investor, the allocation between preferred units of the AIA SPV and the ALICO SPV will be as set forth in Section 4.02(b) of the Transaction Agreement as though the AIA/ALICO Preferred Units purchased from the FRBNY were “Purchased AIA/ALICO Preferred Units” for purposes of the Transaction Agreement);
(vi) the Company shall deliver the Deferred Purchased ...
Deferred Exchange. In order to permit Seller to implement a deferred (or non-simultaneous) exchange pursuant to I.R.S. regulation Section 1.1031 (k)-1 (the Deferred Exchange Regulations), the parties acknowledge and agree that Seller may cause the Property to be conveyed, or this Contract to be assigned, to a Qualified Intermediary pursuant to the Deferred Exchange Regulations and that at closing, the Property will be conveyed to Purchaser and the Purchase Price will be paid by Purchaser to the Qualified Intermediary. In the event Purchaser desires to effectuate acquisition using proceeds from a deferred exchange involving other land presently vested in Purchaser, Seller shall accept funds from Purchaser's Qualified Intermediary and shall recognize that Purchaser's interest may be assigned to such Qualified Intermediary. Any deferred exchanges will be completed to the closing of this transaction so as to vest title in Purchaser at closing upon the payment of the balance of the Purchase Price. A material part of the consideration to the purchaser for purchasing is that the Purchaser has the option to qualify this transaction as part of a tax-deferred exchange under Section 1031 of the Internal Revenue Code of 1986. Seller agrees that Purchaser may assign this Contract to an exchange intermediary of Purchaser's choice.
Deferred Exchange. In order to permit Seller to implement a deferred (or non-simultaneous) exchange pursuant to I.R.S. regulation Section 1.1031 (k)-1 (the Deferred Exchange Regulations), the parties acknowledge and agree that Seller may cause the Property to be conveyed, or this agreement to be assigned, to a Qualified Intermediary pursuant to the Deferred Exchange Regulations and that at closing, the Property will be conveyed to Purchaser and the Purchase Price will be paid by Purchaser to the Qualified Intermediary. In the event Purchaser desires to effectuate acquisition using proceeds from a deferred exchange involving other land presently vested in Purchaser, Seller shall accept funds from Purchaser’s Qualified Intermediary and shall recognize that Purchaser’s interest may be assigned to such Qualified Intermediary. Any deferred exchanges will be completed prior to the closing of this transaction so as to vest title in Purchaser at closing upon the payment of the balance of the Purchase Price.
Deferred Exchange. Either party may consummate the purchase or sale of the Property as part of a so-called like kind exchange (the “Exchange”) pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, provided that (i) Close of Escrow shall not be delayed or affected by reason of the Exchange, nor shall the consummation or accomplishment of the Exchange be a condition precedent or condition subsequent to either party’s obligations under this Agreement; (ii) the party electing to consummate this transaction as part of an Exchange (the “Electing Party”) shall effect the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary; (iii) the other party (the “Accommodator”) shall not be required to take an assignment of the purchase agreement for the relinquished property or be required to acquire or hold title to any real property for purposes of consummating the Exchange; and (iv) the Electing Party shall pay any additional costs that would not otherwise have been incurred by the Accommodator had the Electing Party not consummated this transaction through the Exchange. The Accommodator shall not by this Agreement or acquiescence to the Exchange proposed by the Electing 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 Electing Party that the Exchange in fact complies with Section 1031 of the Internal Revenue Code of 1986, as amended.
Deferred Exchange. EXHIBITS: A - Land B - Lease C - Service Contracts D - Due Diligence Documents E - Grant Deed F - General Assignment G - Non-Foreign Certificate H - Seller's Date Down Certificate I - Buyer's Date Down Certificate
Deferred Exchange. (a) If the FRBNY holds any AIA/ALICO Preferred Units (x) on any date on which the Company closes an Equity Offering or
Deferred Exchange. Buyer agrees to cooperate with Seller (including the execution of appropriate agreements by Buyer) in effectuating a tax-free exchange of property by Seller in connection with the sale of the Property; provided, however, that Buyer’s cooperation shall be limited to acknowledging Seller’s assignment of this Contract to a qualified intermediary, and Buyer shall not be obligated to pay any consideration, incur any expense, take title to any property other than the Property, undertake any obligations or forgo or release any right, property or consideration not otherwise provided for in this Agreement. It is expressly understood that the consummation by Seller or the ability of Seller to consummate its intended tax-free exchange is not a condition precedent to Seller’s obligation to consummate the Closing. In the event of any such assignment, Seller shall remain responsible for all obligations of Seller hereunder other than conveyance of the Property by deed.
Deferred Exchange. The Agreement shall permit Seller to pursue a tax-deferred exchange of the Property, and Buyer shall cooperate with Seller in any such exchange provided that: (i) no exchange shall delay Close of Escrow or be a condition thereto; (ii) Buyer shall be reimbursed at closing for all reasonable costs incurred by Buyer in connection with Seller’s exchange; (iii) Buyer shall not be obligated to take title to any other property or to assume any liabilities or obligations related to any other property; and (iv) Seller shall indemnify, defend and hold harmless Buyer from and against all claims, liabilities, losses, damages, costs and expenses (including, without limitation, attorneys’ fees) arising out of or related to any such exchange.
Deferred Exchange. Either party may consummate the purchase or sale of the Property as part of a so-called like kind exchange (the "Exchange") pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, provided that (i) Close of Escrow shall not be delayed or affected by reason of the Exchange, nor shall the consummation or accomplishment of the Exchange be a condition precedent or condition subsequent to either party's obligations under this Agreement; (ii) the party electing to consummate this transaction as part of an Exchange (the "Electing Party") shall effect the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary; (iii) the other party (the "Accommodator") shall not be required to take an assignment of the purchase agreement for the relinquished property or
