Exchange Property. Each of Landlord and Tenant acknowledges and agrees that the other may desire to effect an exchange of the Owned Property for property of like-kind and qualifying use (the “Exchange Property”) pursuant to Section 1031 of the Code, the Treasury Regulations promulgated thereunder and Revenue Procedure 2000-37 (as the same may be hereafter modified, the “Reverse Exchange Rules”). Notwithstanding anything in this Agreement to the contrary, each of Landlord and Tenant agrees that if the other (the “Exchanging Party”) decides to consummate a Code Section 1031 exchange, such party shall cooperate with the Exchanging Party in effecting such exchange, provided that the Exchanging Party gives the other at least ten (10) days advance notice. The Exchanging Party shall, to the extent permitted under Applicable Laws, have the right to effect a simultaneous exchange, a deferred tax-free exchange, or a reverse exchange, all under Section 1031 of the Code, the Treasury Regulations promulgated thereunder and Reverse Exchange Rules including, but not limited to, through the use of a “qualified intermediary” within the meaning of Treasury Regulations Section 1.1031(k)-1(g)(4) (hereafter a “Qualified Intermediary”), as shall be selected by the Exchanging Party, or pursuant to a “qualified exchange accommodation agreement”(“QEAA”) within the meaning of the Reverse Exchange Rules, to which the Exchanging Party is a party. If the Exchanging Party desires to effect any such exchange, the other party shall take such steps and execute such documents as may be reasonably necessary to assist the Exchanging Party in this regard, except that in no event will the other party be obligated to (i) acquire or take title to any Exchange Property, or (ii) pay or apply any consideration in excess of the amounts, or at any time sooner than, as required under this Agreement. In the event that the Exchanging Party decides to consummate a deferred exchange, the other party agrees to (x) permit the Exchanging Party to assign its interests in this Agreement to a Qualified Intermediary as provided in Treasury Regulation Section 1.1031(k)-1(g)(4) on or before Closing, and (y) pay the Purchase Price to such Qualified Intermediary. In the event the Exchanging Party decides to consummate a reverse exchange, the other party agrees to (1) permit the Exchanging Party to assign its interests in this Agreement to a Qualified Intermediary as provided in Treasury Regulation Section 1.1031(k)-1(g)(4) on or befor...
Exchange Property. All of the Company’s and the Subsidiaries’ right title and interests in and to those certain oil and gas xxxxx and properties from the surface to the base of the currently producing formations in those properties described and set forth in those certain Mortgage, Deed of Trust, Assignment of Production, Security Agreement, Fixture Filing and Financing Statements as follows:
Exchange Property between the date hereof and the Closing Date (both dates inclusive), neither the Issuer nor any person acting on its or their behalf will take, directly or indirectly, any action designed to or which constitutes or which might reasonably be expected to cause or result in an adjustment of the initial exchange property in relation to the Bonds;
Exchange Property. Notwithstanding anything to the contrary contained within this Agreement, nothing contained herein shall be deemed to obligate IRE to assume DP Industrial’s monetary obligations described in the Annexation Agreement or this Rider with respect to infrastructure improvements to water, sewer and electrical facilities and the roads relating to the Exchange Property or the Subject Property to the extent such costs are the obligations of DP Industrial as set forth in the Annexation Agreement.
Exchange Property. When the Notes are exchanged for the Shares pursuant to the Conditions, such Shares will be validly issued, paid-up and freely transferable;
Exchange Property. AMP hereby covenants to ensure that the Seller shall hold at all times during the term of this Agreement an aggregate number or amount of Bank Ordinary Shares and/or cash, securities and/or other property at least equal to the maximum number or amount of each type of Reference Security and other property constituting part of the Reference Property that may be required to be delivered by the Seller on the Settlement Date pursuant to Section 2.1 hereof, assuming that AMP has not elected to exercise the Cash Settlement Option or is not required to pay cash pursuant to Section 2.5(b) hereof (such aggregate number of Bank Ordinary Shares and/or cash, securities and/or other property being referred to herein as the "Maximum Contract Consideration"), subject to AMP's right to deliver to the Seller Eligible Exchange Property in substitution for all or any portion of such Reference Property as hereinafter provided.
Exchange Property. A. The City and the District agree to jointly retain the services of a surveyor to prepare a Certified Survey Map of Parcel Nos. 21-296, 21-296-1, and 21-296-2. It is the parties’ intention for the Certified Survey Map to dictate boundaries for each of the parcels as outlined on Exhibit A attached hereto.
B. The City and the District agree that the boundary lines for each of the parcels shall be redefined in order to allow for the upcoming addition to Xxxx Elementary School.
C. The City agrees to convey, and the District agrees to accept from the City, the portion of Parcel Nos. 21-296, 21-296-1, and 21-296-2 designated as part of the “School” on Exhibit A attached hereto, and as dictated by the Certified Survey Map.
D. The District agrees to convey, and the City agrees to accept from the District, the portion of Parcel No. 21-296-2 designated as part of the “Park” on Exhibit A attached hereto, and as dictated by the Certified Survey Map.
Exchange Property. Each of the ___________ Leases, with respect to ___________, and the ___________ Leases, with respect to ___________ , shall include all of such Party’s right, title and interest, respectively, in and to the following (with respect to each of the Parties, the following may be collectively referred to herein as the “Exchange Property”): the oil, gas and mineral leasehold interests and any extensions, renewals, ratifications, or amendments to such leases, royalty interests, overriding royalty interests, net profits interests, non-working or carried interests, reversionary interests, forced pooled interests, operating rights, contractual rights, beneficial interests, and other similar rights and interests in the Subject Leases; to the extent they may be legally assigned, all existing permits, licenses, franchises, consents, approvals, releases, waivers and other similar or related rights and privileges primarily used or held for use in connection with the drilling, production, gathering, treatment, processing, storage, sale, disposal and other handling of hydrocarbons or produced water from the Subject Leases; all operating agreements (“XXXx”), service agreements, pooling and unitization agreements, declarations of pooling or unitization, communitization agreements, participation agreements, pooling orders, farmout and farmin agreements, seismic permits, assignments, equipment leases, rental contracts, and other contracts, agreements and arrangements, in each case, to which the Assignor is a party and to the extent that such agreement or arrangement is binding on the Subject Leases; all surface use agreements, rights-of-way, easements, servitudes, and other contracts or agreements primarily used or primarily held for use in connection with the production, gathering, treatment, processing, storage, sale, disposal and other handling of hydrocarbons or produced water from the Subject Leases except insofar as such surface use agreements, rights-of-way, easements, servitudes, and other contracts or agreements are related to or operated, or planned to be operated, as midstream assets; and originals (to the extent in Assignor’s possession) or legible copies of the following files, records and data directly relating to the Subject Leases described in clauses (a)-(d) above: lease records, title records (including abstracts of title, title opinions, ownership reports, and title curative documents),any correspondence with lessors and landowners, and well, accounting, pr...
Exchange Property. The actual amount of Exchange Property receivable upon settlement of each Purchase Contract shall be a variable amount based upon the applicable Settlement Ratio and the Applicable Market Value of the Exchange Property at such time. Following an Adjustment Event or Reorganization Event, the term “Applicable Market Value” shall be deemed to refer to the “Applicable Market Value” of the Exchange Property, and such value shall be determined (A) with respect to any publicly traded securities that comprise all or part of the Exchange Property, based on the Closing Price of such securities, (B) in the case of any cash that comprises all or part of the Exchange Property, based on the amount of such cash and (C) in the case of any other property that comprises all or part of the Exchange Property, based on the value of such property, as determined by a nationally recognized independent investment banking firm retained by the Company for this purpose; provided that any Anti-Takeover Rights issued by HRH shall be deemed to have no value for the purpose of calculating the Applicable Market Value of such Exchange Property. Any adjustments to the “Applicable Market Value” made prior to an Adjustment Event or Reorganization Event pursuant to Section 4.01(c) shall also be made to the “Applicable Market Value” of the Exchange Property as defined in this Section 4.04. The term “Closing Price” shall be deemed to refer to the closing sale price, last quoted bid price or mid-point of the last bid and ask prices, as the case may be, of any publicly traded securities that comprise all or part of the Exchange Property. In the event of a Reorganization Event, the Company shall promptly thereafter execute and deliver to the Purchase Contract Agent an agreement supplemental hereto providing that each Holder of an Outstanding Purchase Contract shall have the rights provided by this Section 4.04. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4. The above provisions of this Section 4.04 shall similarly apply to successive Adjustments Events and Reorganization Events.
Exchange Property. (a) For purposes of calculation of the applicable financial covenants set forth in Section 7.09 the Borrower and its Subsidiaries shall be given credit for properties held by an Exchange Fee Titleholder pursuant to an exchange that qualifies, qualified or is intended to qualify as a reverse exchange under Section 1031 of the Code (including in the event any such property is subject to a mortgage in favor of, or for the benefit of, the Borrower or any of its Subsidiaries). Each such property shall be treated as if owned by a member of the Consolidated Group for financial covenant calculation purposes with respect to the Loan.
(b) For purposes of calculating the financial covenants in Section 7.09 (a) - (e) above, each Exchange Property shall also be treated as if owned by a member of the Consolidated Group; except that for purposes of financial covenants in Sections 7.09 (c), (d) and (e), only the pro rata share (corresponding to the pro rata share of the beneficial ownership interests in the Exchange Property Owner that are owned by the Consolidated Group) of the Property Value and Indebtedness associated with such Exchange Property shall be counted in the calculation of the financial covenants.
