Exchange of Properties Sample Clauses

Exchange of Properties. (a) Any other provision of this Agreement notwithstanding, Seller and Buyer each has the right to exchange the Property to qualify as a tax-deferred exchange under the provisions of Section 1031 of the Code. (b) Buyer shall cooperate with Seller in consummating this transaction as an exchange, through a qualified intermediary but not by acquiring a property designated by Seller to be exchanged; provided, however, that (i) Buyer incurs no additional cost or expense attributable to the exchange beyond the costs or expenses that it would incur in consummating this transaction as a straight purchase and sale, including reasonable attorneys' fees, deed excise taxes and recording fees; (ii) Seller shall Indemnify and hold Buyer and its partners, shareholders, officers, directors, employees and affiliates harmless from and against all liability arising out of Buyer's cooperation in effecting the exchange as requested by Seller;

Exchange of Properties. (a) Each Issuer may remove an Exchanged Property from the Collateral Pool in exchange for the addition of one or more Qualified Substitute Properties to the Collateral Pool; provided, that, after giving effect to a substitution or exchange pursuant to this Section 7.01, the sum of the Collateral Value of all Released Properties and Exchanged Properties released or exchanged since the most recent Series Closing Date shall not exceed 35% of the Aggregate Collateral Value as of such Series Closing Date. Notwithstanding the foregoing, (i) a release or exchange of a Property in connection with a Collateral Defect, a Third Party Purchase Option, a Risk-Based Substitution or a Qualified Deleveraging Event, (ii) the release or exchange of a Terminated Lease Property, Delinquent Asset or Defaulted Asset, (iii) releases during the Disposition Period, (iv) releases as a result of a Triple A Release Event, (v) releases in connection with a Series Collateral Release or (vi) a transfer of lease terms to a Lease Transfer Property shall not be taken into consideration for purposes of the 35% maximum described in the prior sentence. No Property will constitute a Qualified Substitute Property unless, after giving effect to the transfer of such Property to the related Issuer, either (i) a Maximum Property Concentration is not exceeded, or (ii) if, prior to such substitution, an existing Maximum Property Concentration is already exceeded, the addition of such Qualified Substitute Property will reduce the Maximum Property Concentration or such Maximum Property Concentration will remain unchanged after giving effect to such substitution. In addition, no exchange of a Property or Lease may occur (other than pursuant to a Third Party Purchase Option or release due to a Collateral Defect) if an Early Amortization Period would occur as a result of such exchange. (b) In the event that any Issuer elects to substitute one or more Qualified Substitute Properties pursuant to this Section 7.01, the Property Manager shall require such Issuer to deliver to the Custodian all documents as specified in the definition of “Lease File” in Section 1.01 with respect to each Qualified Substitute Property in accordance with this Agreement and the Custody Agreement. Monthly Lease Payments due with respect to Qualified Substitute Properties in the month of substitution shall not be part of the Collateral and will be retained by the Property Manager and remitted by the Property Manager to such Issuer o...

Exchange of Properties. (a) On the Closing Date, Occidental shall: (i) effective February 1, 2000, cause OxyChem (Canada) to transfer free and clear from all liens, charges, encumbrances or rights of others all of its right, title and interest in CXY Chemicals Canada Limited Partnership, a British Columbia limited partnership, to an entity designated by CanOxy for value as agreed between Occidental and CanOxy; and (ii) effective January 1, 2000, cause OCC to transfer free and clear from all liens, charges, encumbrances or rights of others, all of its right, title and interest in CXY Chemicals U.S.A., a Delaware general partnership, to an entity designated by CanOxy for value as agreed between Occidental and CanOxy. (b) On the Closing Date, CanOxy, as duly authorized agent of CPEL, will take such steps as are necessary to transfer effective January 1, 2000 free and clear from all liens, charges, encumbrances or rights of others, all of its right, title and interest in and to 150 shares of Class B Common Stock, $1.00 par value per share, of OPSA to an entity designated by Occidental for value as agreed between Occidental and CanOxy. (c) No adjustments shall be made in connection with the transfer of interests and shares described in this section 2.D (a) except those certain advanced dividends relating to the OPSA shares made subsequent to January 1, 2000. (d) The respective obligations of CanOxy and Occidental to complete the transfers contemplated by sections 2.D(a) and (b) above (the "Asset Swap") shall be subject to the fulfilment, or the waiver by each of them, at or prior to the Closing Date of the condition that any applicable waiting periods under the HSR Act shall have expired or been earlier terminated. (e) Each of CanOxy and Occidental shall promptly prepare and submit all necessary applications, notices and other documents required to be filed by and in connection with the transactions contemplated by section 2.D(a)(ii) above pursuant to the HSR Act and shall promptly file such additional information as may be properly requested pursuant to the HSR Act and take such other reasonable action as may be required to terminate the waiting period under the HSR Act. (f) If the applicable waiting period under the HSR Act has not expired or been earlier terminated by the Closing Date, the parties shall complete the transactions contemplated by sections 2.A, B and C above in accordance with the terms of the agreement and shall defer completion of the Asset Swap until such time as s...

Exchange of Properties. Purchaser and Seller acknowledge that either Seller or Purchaser may desire to structure the transaction evidenced hereby as part of an exchange of properties (i) of like-kind within the contemplation of Section 1031 of the Internal Revenue Code, or (ii) involving condemnation proceeds within the contemplation of Section 1033 of the Internal Revenue Code. Any such exchange of properties is referred to herein as an “Exchange”. The parties agree to cooperate with each other in structuring such an Exchange provided that (a) such cooperation shall be without out-of-pocket cost or expense to the party not structuring such Exchange; (b) the party structuring such Exchange shall pay all of the other party’s out-of-pocket costs or expenses arising due to such Exchange; (c) the party structuring such Exchange shall give notice of the proposed structure of the Exchange at least two (2) Business Days prior to the Closing Date; (d) no such Exchange structure shall require the party that does not structure such Exchange to hold legal or equitable title to any property other than the Property; and (e) no such Exchange or structuring in relation thereto shall delay or operate to postpone the Closing Date or any time periods set forth in this Contract, nor shall the obligations of any of the parties hereto be modified, amended or assigned as a result of any such Exchange.

Exchange of Properties. On the Closing Date (as hereinafter defined), Party A hereby agrees to transfer and convey to Escrow Holder all of its right, title and interest in the Contract, in consideration of and in exchange for the transfer and conveyance to Party A of other assets, including without limitation, stocks, bonds, promissory notes and all other types of property, real, personal, tangible or intangible, whether one or more, the "Replacement Property": (I) which is designated by Party A pursuant to Section 2 of this Agreement no later than forty-five (45) days after the Closing (as hereinafter defined), and (ii) the cost of which does not exceed, in the aggregate, the "Exchange Credit" (as hereinafter defined) at the time of its acquisition, subject to Party A's right to arrange for additional equity or debt in order to pay costs of acquisition in excess of the Exchange Credit. For purposes of this Agreement, the term "Exchange Credit" shall mean, at any given point in time, the sum of: (I) net proceeds from the Purchase Price, including any indebtedness assumed or taken subject to by the purchasing party, less closing costs with regard to the sale of the Relinquished Property and repayment of debt secured by the Relinquished Property and all related obligations thereto, plus (ii) the amount of interest, if any, which has then accrued to Escrow Holder with respect to the Escrow Account. [NUOINTL\AGR:CAK.EXC]

Exchange of Properties. In consideration of the covenants and conditions contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged: (a) Subject to the provisions of this Agreement, on the Closing Date HSR shall exchange with and assign to Patina the Patina Purchase Properties as of the Effective Time; (b) Subject to the provisions of this Agreement, on the Closing Date Patina shall exchange with and assign to HSR the HSR Purchase Properties as of the Effective Time; and (c) The parties recognize that certain formations included in certain of the Properties are subject to tax credit agreements relating to production from such formations and, although these tax credit agreements will be terminated prior to Closing, the interests that were subject to the tax credit agreements may not be utilized in a

Exchange of Properties. In consideration of the covenants and conditions contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged: (a) Subject to the provisions of this Agreement, on the Closing Date KMG shall exchange with and assign to UXP the UXP Purchase Properties as of the Effective Time; and (b) Subject to the provisions of this Agreement, on the Closing Date UXP shall exchange with and assign to KMG the KMG Purchase Properties as of the Effective Time.

Exchange of Properties. (a) The Issuer may remove Released Assets and Exchanged Properties from the Collateral Pool in exchange for the addition of one or more Qualified Substitute Properties, to the Collateral Pool subject to the terms and provisions set forth herein and in the Indenture. No Property will constitute a Qualified Substitute Property unless, after giving effect to the transfer of such Property via the acquisition of a Qualified Substitute Property Owner Interest to the related Issuer, either (i) a Maximum Property Concentration is not exceeded, or (ii) if, prior to such substitution, an existing Maximum Property Concentration is already exceeded, the addition of such Qualified Substitute Property Owner Interest will reduce the Maximum Property Concentration or such Maximum Property Concentration will remain unchanged after giving effect to such substitution. (b) In the event that the Issuer elects to substitute one or more Qualified Substitute Properties pursuant to this Section 25, the Property Manager shall require the Issuer to deliver to the Custodian all documents as specified in the definition of “Lease File” with respect to each Qualified Substitute Property. Monthly Lease Payments due with respect to Qualified Substitute Properties in the month of substitution shall not be part of the Collateral and will be retained by the Property Manager and remitted by the Property Manager to the Issuer on the next succeeding Payment Date. For the month of substitution, the Available Amount shall include the Monthly Lease Payment due on the Lease for the Removed Property for such month and, thereafter, the applicable Issuer designee shall be entitled to retain all amounts received in respect of such Lease. On or prior to the effective date of any such substitution, the Property Manager shall deliver to the Custodian and the Issuer an amended Lease Schedule reflecting the addition to the Collateral of each new Qualified Substitute Property and related Lease and the removal from the Collateral of each Removed Property and related Lease. Upon such substitution, each Qualified Substitute Property shall be subject to the terms of this Agreement in all respects, and the Issuer shall be deemed to have made the representations and warranties contained in Section 2.20 of the Indenture with respect to each Qualified Substitute Property. (c) The Issuer shall effect such substitution by having each Qualified Substitute Property, which may include Replacement Properties acquired by t...

Exchange of Properties. (a) In accordance with the terms of this Agreement, PHF agrees to effect each Exchange hereunder for the benefit of the Exchangor by (a) acquiring one or more Relinquished Properties from the Exchangor, (b) transferring such Relinquished Property(ies) to one or more Buyers pursuant to the method described in Section 2.2, (c) acquiring one or more Replacement Properties from one or more Sellers and (d) transferring such Replacement Property(ies) to the Exchangor pursuant to the method described in Section 2.3 in transactions intended to qualify as exchanges in accordance with Section 1031 of the Code. Exchangor shall be solely responsible for determining the scope of each separate and distinct Exchange hereunder by matching one or more Relinquished Properties with one or more Replacement Properties. (b) No transfer by the Exchangor of Relinquished Property pursuant to this Agreement shall be made unless: (i) on the date of such transfer, each of the representations and warranties of Holdings in Section 8 of the Loan Agreement are true and correct on and as of such date and shall be deemed to have been made on such date with the same effect as though made on and as of such date, (ii) no Parent Downgrade Event, Loan Event of Default, Potential Loan Event of Default, Default, Event of Default, Potential Amortization Event or Amortization Event shall have occurred and is continuing or would result from the making of such transfer, (iii) on the date of such transfer, the only debt secured by such Relinquished Property are the Loans and related liabilities arising under the Loan Agreement, (iv) the representations and warranties of PHF in Article VI are true and correct on and as of such date and shall be deemed to have been made on such date with the same effect as though made on and as of such date and (v) the Termination Date under this Agreement has not occurred. In connection with any such transfer, the Exchangor, by making such transfer, shall be deemed to have represented and warranted to the effect set forth in clauses (ii), (iii) and (v) above, Holdings shall be deemed to have represented and warranted to the effect set forth in clause (i) above and PHF shall be deemed to have represented and warranted to the effect set forth in clause (iv) above.

Exchange of Properties. 61.1 You may have the right to exchange your home with another tenant of a registered provider of social housing or a local authority subject to obtaining our prior written consent (which shall not be unreasonably withheld) and the prior written consent of the other landlord. 61.2 Not all tenants and not all properties qualify for the right to exchange. We will upon written request confirm to you whether you qualify and the reasons if not.