Exchange Cooperation. Either Party may substitute an intermediary (the “Intermediary”) to act in place of such Party with regards to the sale or purchase of the Property. An Intermediary shall be designated in writing by the Party designating the Intermediary (the “Designating Party”) to the other Party (the “Non-Designating Party”) and Escrow Holder. Upon designation of an Intermediary and upon the Intermediary’s written assumption of the Designating Party’s obligations hereunder, the Intermediary shall be substituted for the Designating Party in the Escrow as the buyer or seller of the Property. The Non-Designating Party agrees to accept the Purchase Price and all other required performance under this Agreement from the Intermediary and to render its performance of all of its obligations to the Intermediary. The Non-Designating Party agrees that performance by the Intermediary will be treated as performance by the Designating Party, and the Designating Party agrees that the Non-Designating Party’s performance to the Intermediary will be treated as performance to the Designating Party. The Designating Party unconditionally guarantees the full and timely performance by the Intermediary of each and every one of the representations, warranties, indemnities, obligations and undertakings of the Designating Party pursuant to this Agreement. As such guarantor, the Designating Party shall be treated as a primary obligor with respect to such representations, warranties, indemnities, obligations and undertakings, and, in the event of breach thereof, the Non-Designating Party may proceed directly against the Designating Party on this guarantee without the need to join the Intermediary as a party to the action against the Designating Party. The Designating Party unconditionally waives any defense that it might have as guarantor that it would not have if it had made or undertaken such representations, warranties, indemnities, obligations and undertakings directly. If either of the Parties or both undertakes to designate an Intermediary pursuant to this paragraph, (i) in no event shall the Designating Party, as applicable, be deemed to have given the Non-Designating Party any advice regarding the tax-deferred nature of this transaction or any other advice regarding the treatment of this transaction under federal or state tax laws and both of the Parties shall rely solely on the advice of their own legal and tax advisors; (ii) any Non-Designating Party shall not bear any additional expenses ...
Exchange Cooperation. Buyer acknowledges that Seller may transfer --------------------- the Real Property and/or the casino buildings to Buyer as part of a tax-deferred exchange by Seller pursuant to Section 1031 of the Internal Revenue Code, and that Seller has the right to restructure all or a part of the within transaction as provided in Internal Revenue Code (S) 1031 as a concurrent or delayed (non- simultaneous) tax deferred exchange for the benefit of Seller. Buyer agrees to cooperate, and if requested by Seller, to accommodate Seller in any such exchange, provided that (i) such cooperation and/or accommodation shall be at no further cost or liability to Buyer and Seller hereby indemnifies Buyer in connection therewith; and (ii) the restructuring of the within transaction shall not prevent nor delay the Closing beyond the Closing Date. Seller, in electing to structure the sale as an exchange, shall have the right to substitute another entity or person, who will be Seller's accommodator in Seller's place and stead. Buyer and Seller acknowledge and agree that such substitution will not relieve the herein named Seller of any liability or obligation hereunder, and Buyer shall have the right to look solely to said herein named Seller with respect to the obligations of Seller under this Agreement.
Exchange Cooperation. Buyer and Seller agree to cooperate with each other in accomplishing a tax‑deferred exchange for either party under Section 1031 of the Internal Revenue Code, which shall include the signing of reasonably necessary exchange documents; provided, however, that (i) neither party shall incur any additional liability or financial obligations as a consequence of such exchange, (ii) such exchange shall not delay the Closing Date, and (iii) neither party shall be required to take title to any property as part of an exchange other than Buyer receiving title to the subject property herein. This Agreement is not subject to or contingent upon either party’s ability to effectuate a deferred exchange. In the event any exchange contemplated by either party should fail to occur, for whatever reason, the sale of the subject property shall nonetheless be consummated as provided herein.
Exchange Cooperation. Any Co-Tenant (or owner of a Co-Tenant) choosing to purchase all or part of any other Co-Tenant's Interest pursuant to this Agreement shall cooperate, at no cost or expense to such purchasing Co-Tenant, with any selling Co-Tenant (or owner of such Co-Tenant) choosing to structure the sale of its Interest as a tax-deferred exchange pursuant to Code Section 1031 and the regulations thereunder.
Exchange Cooperation. Seller and Buyer agree that, at the request of the Electing Party, they will execute such agreements and other documents as may be necessary, in the reasonable opinion of respective counsel for the parties, to complete and otherwise effectuate the exchange of properties in accordance with Section 1031 of the Code. The Electing Party’s contemplated exchange shall not impose upon the non-electing party any additional liability or financial obligation. The Electing Party hereby indemnifies and holds the non-exchanging party harmless in connection with any actual loss, cost or damages suffered by the non-exchanging party concerning or arising out of such exchange or deferred exchange, which indemnification shall survive any Closing hereunder.
Exchange Cooperation. (a) Notwithstanding any other provision of this Agreement, Buyer agrees to cooperate in closing the purchase and sale of a portion of the Transferred Assets as a deferred like-kind exchange by Seller pursuant to Section 1031 of the Code by permitting Seller to assign to Xxxxxxx Institutional Exchange Services, LLC or one or more Affiliates, each as a qualified intermediary (“QI”), Seller’s rights to transfer one or more of the Transferred Assets and receive the sales proceeds allocable thereto. Prior to Closing, Seller shall notify Buyer and Title Company of the Transferred Assets that will be the subject of such exchange or exchanges (the “Exchanged Transferred Assets”). Immediately following execution of this Agreement Seller shall provide to Buyer a copy of its assignment to each party acting as QI and Buyer agrees to execute an acknowledgement of such assignment or assignments, provided that in no event shall Seller be relieved of any liability under this Agreement by reason of such assignments. Pursuant to such assignment or assignments, Buyer shall direct the proceeds allocable to purchase of the Exchanged Transferred Assets to each assigned QI, pursuant to instructions to be given by each QI. However, Buyer shall not be required to bear any escrow, title or other expense in excess of those Buyer would bear if there were no exchange. Buyer shall not be required to execute any document creating personal liability or to assume or be exposed to any liability in connection with the exchange, nor shall the Closing Date be delayed to consummate any such exchange without the written consent of both Parties. In no event shall Buyer be required to take title to any property other than the Transferred Assets and in no event shall Buyer be responsible for any tax consequences to Seller or any other party in connection with any such exchange.
(b) Seller agrees and covenants to defend, indemnify, protect and hold harmless Buyer from any liability, damage, loss, cost and expense (including reasonable attorneys’ fees) arising out of any such assignment or exchange, including any claims by or on behalf of any QI.
Exchange Cooperation. Purchaser may wish to use all or part of the Facilities as a part of a like-kind exchange of property with an accommodator or other third party. In connection therewith, Purchaser shall have the right to assign its interest in this Agreement, or to cause title to any of the Facilities to be taken by, the accommodator or other third party participating in such exchange. If Purchaser assigns its interest in this Agreement to effectuate an exchange, Purchaser shall promptly notify Sellers and Sellers shall, at no additional out-of-pocket expense to themselves, reasonably cooperate with Buyer to effectuate such exchange. Purchaser hereby indemnifies and agrees to hold Sellers harmless from and against any additional claims and liabilities arising as a result of Sellers participating in any such exchange. No assignment or designation of an accommodator or other third party participating in such exchange by Purchaser shall relieve or release Purchaser from any of its duties, obligations and liabilities hereunder, and Purchaser shall remain fully liable and responsible for the payment and performance of all of its duties, obligations and liabilities hereunder regardless of any such assignment or designation.
Exchange Cooperation. Either party shall be permitted to assign its obligations under this Agreement to an intermediary for the purpose of effectuating a tax-deferred exchange or reverse tax deferred exchange of like kind property under IRS Code Section 1031 (“1031 Exchange”) and the regulations thereunder, so long as such assignment shall not (a) delay or extend the Closing Date, or (b) require the other party to assume any additional obligations, incur any out-of-pocket expenses, or take title to any other property. Neither party shall be, in any way, responsible or liable for the tax or other consequences of the tax-deferred exchange or reverse tax deferred exchange (or attempted tax-deferred exchange) effected by the other party. Each party shall reasonably cooperate with the other party to effectuate the other party’s 1031 Exchange, including, but not limited to, executing an Acknowledgement of Assignment of Purchase Agreement.
Exchange Cooperation. Either party shall be permitted to assign its obligations under this Agreement to an intermediary for the purpose of effectuating a tax-deferred exchange, so long as such assignment shall not (a) delay or extend the Closing Date, or (b) require the other party to assume any additional obligations, incur any out-of-pocket expenses, or take title to any other property. Neither party shall be, in any way, responsible or liable for the tax or other consequences of the tax-deferred exchange (or attempted tax-deferred exchange) effected by the other party.
Exchange Cooperation. Xxxxx agrees to cooperate with Seller in effecting a tax free exchange under Section 1031 of the Internal Revenue Code, at no cost or liability to Buyer including, without limitation, the assignment of Seller's rights, but not Seller's obligations, under this Agreement on or before Closing to Seller's qualified exchange intermediary. Xxxxxx agrees to cooperate with Xxxxx in effecting a tax free exchange under Section 1031 of the Internal Revenue Code, at no cost or liability to Seller, including, without limitation, the assignment of Buyer’s rights, but not Buyer’s obligations, under this Agreement on or before Closing to Buyer’s qualified exchange intermediary.
