Common use of Exchange Contracts Clause in Contracts

Exchange Contracts. (a) At the request of the Seller and subject to all of the applicable terms and conditions of this Agreement, the Purchaser shall, upon 5 days' prior notice from the Seller, execute and deliver a purchase and sale agreement or an assignment and assumption agreement of the Seller's interest under any purchase and sale agreement, in either case, for the acquisition of one or more Exchange Parcels (any such purchase and sale agreement or assignment thereof, an "Exchange Contract"), it being expressly understood and agreed, however, that the Purchaser's obligation to execute or accept assignment of any Exchange Contract shall be subject to the conditions that: (i) Pursuant to the terms of such Exchange Contract, the closing thereunder shall be scheduled to occur within 180 days after the Closing Date; (ii) The aggregate amount of payments required to be made under or in connection with such Exchange Contract, as reasonably estimated by the Purchaser, shall not exceed the unapplied portion of the applicable Exchange Property Credit, unless the Seller shall provide the Purchaser with such assurances regarding the payment of such amounts by the Seller as the Purchaser shall require; (iii) The Purchaser shall have no rights or obligations under such Exchange Contract, monetary or nonmonetary, including, without limitation, the performance of any due diligence or the giving of any notices, other than the payment of amounts less than or equal to the unapplied portion of the applicable Exchange Property Credit; (iv) Such Exchange Contract shall permit the Purchaser to designate the Seller as the Purchaser's designee or nominee to receive title to the Exchange Parcel to be conveyed thereunder (the Seller agreeing to accept such title); and (v) The Purchaser shall be under no duty or obligation to find or assist the Seller in finding or selecting Exchange Parcels suitable for exchange or negotiating its purchase and the Purchaser shall have no responsibility for the failure of the purchase of any Exchange Parcel to be closed or settled by the Exchange Closing Date other than by reason of the Purchaser's willful failure to perform its obligations under this Agreement. (b) It is further expressly understood and agreed that anything herein to the contrary notwithstanding, the Purchaser shall have no obligation to participate in any exchange contemplated by this Agreement if such exchange would or reasonably could (as determined by the Purchaser's legal counsel) result in: (i) the recognition of any gain by the Purchaser, (ii) a tax basis in any Property lower than the tax basis therein that the Purchaser would have had such Property been sold to the Purchaser for an amount equal to the Allocable Purchase Price (subject to adjustment as provided in this Agreement) as contemplated by this Agreement other than the provisions in this Section 12, or (iii) any other federal or state income tax consequences different from those that would have resulted had such Property been sold to the Purchaser for an amount equal to the Allocable Purchase Price (subject to adjustment as provided in this Agreement) as contemplated by this Agreement other than the provisions in this Section 12.

Exchange Contracts. (a) At the request of the Seller and subject to all of the applicable terms and conditions of this Agreement, the Purchaser shall, upon 5 days' prior notice from the Seller, execute and deliver a purchase and sale agreement or an assignment and assumption agreement of the Seller's interest under any purchase and sale agreement, in either case, for the acquisition of one or more Exchange Parcels (any such purchase and sale agreement or assignment thereof, an "Exchange Contract"), it being expressly understood and agreed, however, that --------- -------- the Purchaser's obligation to execute or accept assignment of any Exchange Contract shall be subject to the conditions that: (i) Pursuant to the terms of such Exchange Contract, the closing thereunder shall be scheduled to occur within 180 one hundred eighty (180) days after the Closing Date; (ii) The aggregate amount of payments required to be made under or in connection with such Exchange Contract, as reasonably estimated by the Purchaser, shall not exceed the unapplied portion of the applicable Exchange Property Credit, unless the Seller shall provide the Purchaser with such assurances regarding the payment of such amounts by the Seller as the Purchaser shall require; (iii) The Purchaser shall have no rights or obligations under such Exchange Contract, monetary or nonmonetary, including, without limitation, the performance of any due diligence or the giving of any notices, other than the payment of amounts less than or equal to the unapplied portion of the applicable Exchange Property Credit; (iv) Such Exchange Contract shall permit the Purchaser to designate the Seller as the Purchaser's designee or nominee to receive title to the Exchange Parcel to be conveyed thereunder (the Seller agreeing to accept such title); and (v) The Purchaser shall be under no duty or obligation to find or assist the Seller in finding or selecting Exchange Parcels suitable for exchange or negotiating its purchase and the Purchaser shall have no responsibility for the failure of the purchase of any Exchange Parcel to be closed or settled by the Exchange Closing Date other than by reason of the Purchaser's willful failure to perform its obligations under this Agreement. (b) It is further expressly understood and agreed that anything herein to the contrary notwithstanding, the Purchaser shall have no obligation to participate in any exchange contemplated by this Agreement if such exchange would or reasonably could (as determined by the Purchaser's legal counsel) result in: in (i) the recognition of any gain by the Purchaser, , (ii) a tax basis in any Property lower than the tax basis therein that the Purchaser would have had such Property been sold to the Purchaser for an amount equal to the Allocable Purchase Price (subject to adjustment as provided in this Agreement) as contemplated by this Agreement other than the provisions in this Section 12, or or (iii) ---------- any other federal or state income tax consequences different from those that would have resulted had such Property been sold to the Purchaser for an amount equal to the Allocable Purchase Price (subject to adjustment as provided in this Agreement) as contemplated by this Agreement other than the provisions in this Section 12.. ----------

Exchange Contracts. (a) At the request of the Seller and subject to all of the applicable terms and conditions of this Agreement, the Purchaser shall, upon 5 days' prior notice from the Seller, execute and deliver a purchase and sale agreement or an assignment and assumption agreement of the Seller's interest under any purchase and sale agreement, in either case, for the acquisition of one or more Exchange Parcels (any such purchase and sale agreement or assignment thereof, an "Exchange Contract"), it being expressly understood and agreed, however, that -------- -------- the Purchaser's obligation to execute or accept assignment of any Exchange Contract shall be subject to the conditions that: (i) Pursuant to the terms of such Exchange Contract, the closing thereunder shall be scheduled to occur within 180 one hundred eighty (180) days after the Closing Date; (ii) The aggregate amount of payments required to be made under or in connection with such Exchange Contract, as reasonably estimated by the Purchaser, shall not exceed the unapplied portion of the applicable Exchange Property Credit, unless the Seller shall provide the Purchaser with such assurances regarding the payment of such amounts by the Seller as the Purchaser shall require; (iii) The Purchaser shall have no rights or obligations under such Exchange Contract, monetary or nonmonetary, including, without limitation, the performance of any due diligence or the giving of any notices, other than the payment of amounts less than or equal to the unapplied portion of the applicable Exchange Property Credit; (iv) Such Exchange Contract shall permit the Purchaser to designate the Seller as the Purchaser's designee or nominee to receive title to the Exchange Parcel to be conveyed thereunder (the Seller agreeing to accept such title); and (v) The Purchaser shall be under no duty or obligation to find or assist the Seller in finding or selecting Exchange Parcels suitable for exchange or negotiating its purchase and the Purchaser shall have no responsibility for the failure of the purchase of any Exchange Parcel to be closed or settled by the Exchange Closing Date other than by reason of the Purchaser's willful failure to perform its obligations under this Agreement. (b) It is further expressly understood and agreed that anything herein to the contrary notwithstanding, the Purchaser shall have no obligation to participate in any exchange contemplated by this Agreement if such exchange would or reasonably could (as determined by the Purchaser's legal counsel) result in: in (i) the recognition of any gain by the Purchaser, , (ii) a tax basis in any Property lower than the tax basis therein that the Purchaser would have had such Property been sold to the Purchaser for an amount equal to the Allocable Purchase Price (subject to adjustment as provided in this Agreement) as contemplated by this Agreement other than the provisions in this Section 12, or (iii) any other federal or state income tax consequences different from those that would have resulted had such Property been sold to the Purchaser for an amount equal to the Allocable Purchase Price (subject to adjustment as provided in this Agreement) as contemplated by this Agreement other than the provisions in this Section 12.----------