DIRECT DEEDING. Regardless of any terms to the contrary in this Agreement, Qualified Intermediary at its sole discretion may elect to have the title to the Relinquished Property transferred directly from Exchanger or Exchanger's nominee to Buyer. Except when Qualified Intermediary is holding title to the Replacement Property for the purpose of completing improvements to the Replacement Property, Qualified Intermediary may elect to have the title to the Replacement Property transferred directly from EAT or Seller to Exchanger or Exchanger's nominee. In the event of this "direct deeding", all other terms and conditions of this Agreement remain intact and will only be modified to the extent that title to either the Relinquished Property or the Replacement Property is not be transferred to Qualified Intermediary at any time.
DIRECT DEEDING. Notwithstanding any previously executed assignments as contemplated by this Agreement, the parties acknowledge and agree that Intermediary may direct Exchanger to deliver directly to Purchaser a deed conveying the Relinquished Property. Further, Intermediary may direct Seller to deliver directly to Exchanger a deed conveying the Replacement Property, without the necessity of either the Relinquished Property or the Replacement Property being titled into the name of Intermediary. Intermediary shall for purposes of this Exchange Agreement, be considered to have acquired the Relinquished Property and transferred it to Purchaser and to have acquired the Replacement Property and transferred it to Exchanger, all in accordance with applicable IRS Regulations.
DIRECT DEEDING. For purposes of this Agreement, Xxxxx agrees to deliver and convey the WEAU Assets directly to WALB and WEAU agrees to deliver the WEAU License directly to WALB Licensee, at the direction of Cosmos.
DIRECT DEEDING. For purposes of this Exchange Agreement, a conveyance by HAT Owner to Exchangor, or by Exchangor to HAT Owner, includes, respectively, a direct conveyance from the HAT Owner to the STC Owners of the HAT Relinquished Property (including the STC Replacement Property), or from the STC Owners of the HAT Replacement Property (including the STC Relinquished Property) to HAT Owner, at the direction of, and in satisfaction of the obligations of Exchangor under this Exchange Agreement. The Exchangor shall for purposes of this Exchange Agreement be considered to have acquired the HAT Relinquished Property (including the STC Replacement Property) and transferred it to the STC Owners and to have acquired the HAT Replacement Property (including the STC Relinquished Property) and transferred it to the HAT Owner as provided by Regulations Sections 1.1031(k)-1(g)(4)(iii) and 1.1031(k)-1(g)(4)(iv).
DIRECT DEEDING. For purpose of this Exchange Agreement, a conveyance by Owner to Exchangor, or by Exchangor to Owner, includes, respectively, a direct conveyance from the Owner to a third party purchaser of the Relinquished Property, or from a seller of Replacement Property to Owner, at the direction of and in satisfaction of the obligations of Exchangor under this Exchange Agreement. The Exchangor shall for purposes of this Exchange Agreement be considered to have acquired the Relinquished Property and transferred it to the Purchaser and to have acquired the Replacement Property and transferred it to Owner as provided by IRC Regulation Section 1.1031(k)F-1(g)(4)(iii) and 1.1031(k)-1(g)(4)(iv).
DIRECT DEEDING. Notwithstanding anything contained herein to the contrary, Exchange Party shall in- struct closing agents for both the Relinquished Property and the Replacement Property, to prepare and record a deed or deeds transferring title from Banter directly to the Buyer in the case of the Relinquished Property, or from the seller thereof directly to Banter in the case of the Replacement Property. Said Direct Deeding shall be accomplished for convenience only and shall in no way be construed as a circumvention of Exchange Party's interest in and to either the Relinquished Property or the Replacement Property.
DIRECT DEEDING. 1. For purposes of this Agreement, a conveyance by APC to Exchangor includes a direct conveyance from APC to LG Entity or its permitted assigns pursuant to the LG Purchase Agreement, and a conveyance by Exchangor to APC includes a direct conveyance from Post-Tribune to APC. Exchangor shall for purposes of this Agreement be considered to have acquired the Relinquished Property and transferred it to LG Entity and to have acquired the Replacement Property and transferred it to APC, as provided by Treasury Regulation Section 1.1031(k)-1(g)(4)(iii) and 1.1031(k)-1(g)(4)(iv).
2. At no time shall Exchangor hold title to the Relinquished Property. On the Relinquished Property Closing Date, APC shall convey title to the Relinquished Property directly to LG Entity or its permitted assigns pursuant to the LG Purchase Agreement to the terms and conditions set forth in the LG Purchase Agreement. Immediately after the transaction described in the previous sentence, Exchangor shall assign all of its rights under the LG Purchase Agreement as the transferor or seller of the Relinquished Property that survive the Relinquished Property Closing Date to APC.
3. At no time shall Exchangor hold title to the Replacement Property. On the Replacement Property Closing Date, Post-Tribune shall convey title to the Replacement Property directly to APC pursuant to the terms and conditions set forth in the KR Purchase Agreement. Effective immediately after the transaction described in the previous sentence, Exchangor shall assign all of its rights under the KR Purchase Agreement as a transferee or purchaser of the Replacement Property that survive the Replacement Property Closing Date to APC.
DIRECT DEEDING. Unless otherwise agreed to the contrary, title to the Replacement Property shall be directly deeded from the seller of the Replacement Property to EXCHANGOR.
DIRECT DEEDING. For purposes of this Exchange Agreement, a conveyance by Taxpayer to Qualified Intermediary, or by Qualified Intermediary to Taxpayer, includes, respectively, a direct conveyance from the Taxpayer to a third party purchaser of the Relinquished Property, or from a seller of Replacement Property to Taxpayer, at the direction of, and in satisfaction of the obligations of Qualified Intermediary under this Exchange Agreement. The Qualified Intermediary shall for purposes of this Exchange Agreement be considered to have acquired the Relinquished Property and transferred it to the Purchaser and to have acquired the Replacement Property and transferred it to Taxpayer as provided by Regulations Sections 1.1031(k)-1(g)(4)(iii) and 1.1031(k)-1(g)(4)(iv).
DIRECT DEEDING. Notwithstanding anything that may be construed to the contrary herein, Qualified Intermediary/Escrow Agent (pursuant to its powers and authority to acquire and direct the transfer of title as to either the Relinquished Properties or Replacement Property) may, at its sole discretion, direct the transfer of the Relinquished Properties or the Replacement Property, or all of them, to occur by direct deeds without actual title by deed going through Qualified Intermediary/Escrow Agent.
