Like-Kind Exchange. Seller and Purchaser hereby agree that this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereof.
Appears in 6 contracts
Samples: Agreement, Agreement for Purchase and Sale, Agreement (Forest Oil Corp)
Like-Kind Exchange. Seller and Purchaser hereby agree that this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, Sellers shall have the right at any time prior to Closing to assign all or a portion of its utilize their rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements part of a like-kind tax deferred exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable state and local tax Laws. LikewiseIn connection with such an exchange, Seller all or part of the rights of Sellers to receive the payments under Section 3.1 may be assigned to a qualified intermediary, escrow agent, trustee, or other exchange accommodation party, provided that such assignment shall not relieve Sellers of their obligations to Buyer hereunder. Buyer shall provide reasonable cooperation to Sellers in effecting such an exchange, including, without limitation, the execution of escrow instructions and other instruments and the deposit of amounts payable by Buyer to Sellers under Section 3.1 with such a qualified intermediary, escrow agent, trustee, or other exchange accommodation party, provided that: (a) the acquisition and exchange of any exchange property shall not impose upon Buyer any financial obligation in addition to those set out in this Agreement; (b) Buyer shall have no obligation to become a holder of record title to any exchange property; (c) Sellers shall indemnify and hold Buyer harmless from any and all costs and expenses which Buyer incurs or to which Buyer may be exposed as a result of Buyer’s participation in the right at contemplated exchange, specifically including but not limited to any time prior and all taxes, penalties, interest and fees imposed on Buyer as a result thereof and all reasonable attorneys’ fees and costs of defense; (d) the consummation of the transactions contemplated in this Agreement shall not be delayed or affected by reason of such exchange nor shall the consummation or accomplishment of such exchange be a condition precedent or condition subsequent to Closing Sellers’ obligations under this Agreement; (e) Buyer shall not, by this Agreement or acquiescence to assign all or a portion of such exchange, have its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under affected or diminished in any manner; and (f) Buyer shall not, by this Agreement pursuant or acquiescence to this such exchange, be responsible for compliance with or deemed to have warranted to Sellers that such exchange in fact complies with Section 8.6, such party agrees to notify 1031 of the other party in writing of such assignment at Code or before Closingany state or local tax Law. If Seller assigns its rights under this Agreement any exchange contemplated by Sellers should fail to occur, for this purposewhatever reason, Purchaser agrees to (i) consent to Seller’s assignment of its rights the transactions contemplated in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing shall nonetheless be consummated as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereofprovided herein.
Appears in 3 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Diamondback Energy, Inc.), Purchase and Sale Agreement (Diamondback Energy, Inc.)
Like-Kind Exchange. Buyer acknowledges and agrees that Seller and Purchaser hereby agree that this may elect to exchange the Property (“Like Kind Exchange”) in a transaction may be completed intended to qualify as a liketax-kind free exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu under Section 1031 or 1033 of the purchase Internal Revenue Code of 1986, as amended from time to time, and any regulations, rulings and guidance issued by the Assets from Internal Revenue Service (collectively, the “Code”). If Seller for the consideration provided herein, shall have the right at any time prior elects to Closing to assign all or effect a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Like Kind Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewisethis Section, Seller shall have the right at any time provide written notice of such fact to Buyer prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purposeDuring the three (3) year period following the Closing, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, Buyer shall execute and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (deliver such documents as may be adjusted under required to complete the terms of this Agreement) for transactions contemplated by the Assets from the account designated by Purchaser’s Qualified Intermediary or Like Kind Exchange Accommodation Titleholder at Closingwhich are in form and substance reasonably acceptable to Buyer, and otherwise cooperate with Seller in all reasonable respects to effectuate the Like Kind Exchange. Notwithstanding the foregoing, (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writinga) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement Like Kind Exchange shall not diminish Buyer’s rights, nor increase the costsBuyer’s liabilities or obligations, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, nor delay the Closing; (b) Seller shall pay for all fees, costs and that neither party represents expenses in connection with the Like Kind Exchange; (c) the purchase and sale of the Property shall not be conditioned upon the consummation of the Like Kind Exchange; (d) in no event shall Seller be relieved from liability under this Agreement; (e) the consummation of the Like Kind Exchange shall be at no liability, risk, fee or expense to the Buyer; (f) Buyer does not make and has not made any representation or warranty and does not provide and has not provided any tax, legal, or other that advice to Seller, regarding Seller’s eligibility to effectuate a Like Kind Exchange, and (g) the Seller shall protect, indemnify, defend and hold Buyer free and harmless from all losses, costs, claims, liabilities, lawsuits, demands and damages, including any particular tax treatment will be given to either party attorneys’ fees and expenses, incurred as a result thereofconsequence of effecting the transaction through the Like Kind Exchange.
Appears in 2 contracts
Samples: Purchase and Sale Agreement And, Purchase and Sale Agreement And
Like-Kind Exchange. Seller and Purchaser hereby agree that this transaction may be completed as elect to enter into a like-kind tax deferred exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the CodeInternal Revenue Code (an "Exchange"). LikewiseSubject to the provisions of this Section 26, Buyer shall reasonably cooperate with Seller, at no cost or expense to Buyer, in consummating the sale of the Property by Seller in an Exchange transaction pursuant to a written exchange agreement and related documents entered into by Seller and a qualified intermediary, which shall be in a form reasonably acceptable to Buyer and shall be executed and delivered on or before the Closing Date. Seller shall indemnify, protect, defend and hold Buyer harmless from and against any and all actions, losses, liabilities, damages, claims, demands, causes of action, costs and expenses ("Claims") of any kind or nature whatsoever arising out of, in connection with, or in any manner related to such Exchange that would not have been incurred but for the right at structuring of the sale of the Property by Seller as an Exchange, without limitations, any time prior Claims suffered by or asserted against Buyer by the Internal Revenue Service or any other taxing authority in connection with such Exchange. Seller agrees that, and Buyer's obligations under this Section 26 shall be expressly conditional upon, each of the following: (a) the Exchange or any action necessary or required for any proposed Exchange shall not delay the Close of Escrow beyond the Closing Date; (b) Buyer shall not be required to Closing accept title to assign all any real or personal property other than the Property in connection with such Exchange; and (c) if Seller uses a portion qualified intermediary to effectuate the Exchange, any assignment of the rights or obligations of Seller hereunder shall not relieve, release or absolve Seller of its obligations to Buyer hereunder. The rights and obligations of the parties under this Agreement to a Qualified Intermediary for Section 26 shall survive the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at Closing or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms any sooner termination of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereof.
Appears in 2 contracts
Samples: Agreement for Purchase and Sale (Neurocrine Biosciences Inc), Agreement for Purchase and Sale (Neurocrine Biosciences Inc)
Like-Kind Exchange. Seller and Purchaser hereby The parties agree that either party may use a qualified intermediary, as such term is defined under Treasury Regulation Section 1.1031(k)-1(g)(4) ("QUALIFIED INTERMEDIARY"), for purposes of consummating the transactions contemplated by this transaction may be completed as Agreement and effecting a like-kind exchange of property pursuant to and in accordance with Section 1031 of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder. Purchaser acknowledges that each party will assist in completing Seller may identify a Qualified Intermediary within ten days of the sale as Closing Date, for purposes of consummating a like-kind exchangeexchange under this Agreement, its right under this Agreement to receive, pledge, borrow or otherwise obtain the benefits of the Purchase Price (all other rights, remedies, liabilities and obligations arising under this Agreement are retained by Seller). As If Purchaser desires to use a Qualified Intermediary, it shall give written notice to Seller at least ten days prior to the Closing Date of its intention to do so, and such notice shall identify such Qualified Intermediary. The parties agree to execute such agreements and other documents as may be necessary to complete and otherwise effectuate the like-kind exchange, Seller and provided that: (a) a party's obligations hereunder shall not be increased; (b) such documents shall not modify a party's representations, warranties or obligations hereunder; (c) the Purchase Price paid by Purchaser agree shall not be different from that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall which Purchaser would have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange paid pursuant to Section 1031 3.1; (d) a party shall not incur any additional cost, expense or liability as a result of the Code. Likewise, its cooperation in such exchange; (e) Seller shall have the right at any time prior to Closing to assign all or a portion of indemnify Purchaser and its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified IntermediaryAffiliates against, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purposeshall hold them harmless from additional expenses, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closingincluding taxes and closing costs, and (iv) at Closing, convey and assign directly any other Liability which Purchaser may sustain or become subject to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment Purchase Price being paid to an intermediary party rather than to Seller and the intermediary's subsequent use of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities the Purchase Price; and obligations to each other under this Agreement, and that (f) neither party represents shall be required to take title to any real property not part of the other that any particular tax treatment will be given to either party as a result thereofAssets.
Appears in 2 contracts
Samples: Sale and Purchase Agreement (Tesoro Petroleum Corp /New/), Sale and Purchase Agreement (Valero Energy Corp/Tx)
Like-Kind Exchange. Seller and Purchaser hereby agree that this transaction may be completed as a like-kind exchange and that each party will assist in completing Buyer shall cooperate fully, to the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaserextent reasonably requested by Seller, in lieu connection with accommodating an exchange as provided for under Section 1031 or similar section of the purchase of Code and any corresponding state income tax provision (“Like-Kind Exchange”). Seller reserves the Assets from Seller for the consideration provided hereinright, shall have the right at any time or prior to Closing Closing, to assign its rights under this Agreement with respect to all or a portion of its rights under this Agreement the Purchase Price, and that portion of the Purchased Interests associated therewith, to a Qualified Intermediary qualified intermediary (as that term is defined in Treasury Regulation Section 1.1031(k)-1(g)(4)(v1.1031(k)-1(g)(4)(iii)) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will complythis transaction, either in whole or in part, in a manner that will comply with the requirements of a likeLike-kind exchange pursuant to Section 1031 of the CodeKind Exchange. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to Buyer hereby (ia) consent consents to Seller’s assignment of its rights in this Agreement in with respect to the form reasonably requested by the Qualified Intermediary, Like-Kind Exchange Assets and (iib) pay the if such an assignment is made, agrees to transfer all or a portion of the Estimated Final Purchase Price attributable Closing Amount, or the Post-Closing Payment, as adjusted pursuant to this Agreement, into the Assets into a qualified escrow or qualified trust account at Closing, or on the date the Post-Closing Payment is made, as applicable, as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in writing by Seller; provided that the form reasonably requested Closing shall not be delayed or affected by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction reason of the other conditions to Closing and other terms and conditions hereofLike-Kind Exchange. Seller acknowledges and Purchaser acknowledge and agree agrees that any assignment of this Agreement shall not increase the costs, expenses a whole or liabilities of a party as a result of the other party’s partial assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, qualified intermediary shall not release either party Seller from any of their its respective liabilities and obligations to each other Buyer or expand any liabilities or obligations of Buyer under this Agreement. Buyer shall not be obligated to pay any additional costs or incur any additional obligations in its purchase of the Assets if such costs are the result of Seller’s Like-Kind Exchange, and that neither party represents Seller shall indemnify Buyer Indemnified Parties against any Claims arising from Seller’s Like-Kind Exchange without regard to the other Individual Claim Threshold or Aggregate Claim Deductible. No representations are made that any particular tax treatment will be given to either party as a result thereofof the Like-Kind Exchange.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Carrizo Oil & Gas Inc)
Like-Kind Exchange. Seller and Purchaser hereby agree that this transaction (a) Seller, at its option, may be completed elect to use the proceeds for the sale of the Property to purchase a replacement property as part of a like-kind exchange and that each party will assist in completing under Section 1031 of the sale Code. If Seller desires to sell the Property as a like-kind exchange. As part of such a like-kind exchange, Seller and shall notify Purchaser agree that no later than two (2) business days prior to the Closing Date. Provided Seller has so notified Purchaser, in lieu Purchaser agrees to cooperate with Seller to effect the like-kind exchange contemplated hereunder and to execute and deliver all documents which reasonably may be required to effectuate such exchange as a qualified transaction pursuant to Section 1031 of the purchase of Code; provided that: (i) the Assets from Seller for the consideration provided herein, Closing shall have the right at any time prior to Closing to assign all not be delayed; (ii) Purchaser incurs no additional cost or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined liability in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, connection with the requirements like-kind exchange; (iii) Seller pays all costs associated with the like-kind exchange; and (iv) Purchaser is not obligated to take title to any other property. Similarly, in the event that Purchaser elects to purchase the Property as part of a like-like kind exchange pursuant to Section 1031 of the Code. LikewiseCode (including, Seller shall have the right at any time prior to Closing to assign all or without limitation, a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party 1031 exchange involving tenancy in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purposecommon interests), Seller agrees to cooperate with Purchaser in connection therewith and to execute and deliver all documents which reasonably may be required to effectuate such exchange as a qualified transaction pursuant to Section 1031 of the Code; provided that: (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, Closing shall not be delayed; (ii) refund to Purchaser Seller incurs no additional cost or liability in connection with the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, like-kind exchange; (iii) accept Purchaser pays all costs associated with the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, like-kind exchange; and (iv) at Closing, convey and assign directly Seller is not obligated to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the take title to any other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereofproperty.
Appears in 2 contracts
Samples: Sale Agreement (Behringer Harvard Reit I Inc), Sale Agreement (Behringer Harvard Reit I Inc)
Like-Kind Exchange. Notwithstanding anything contained herein to the contrary, Purchaser acknowledges that Seller and Purchaser hereby agree that this transaction may be completed designate the Property as relinquished property to consummate a like-kind exchange and that each party will assist in completing the sale as a or reverse like-kind exchangeexchange under Section 1031 of the Internal Revenue Code of 1986, as amended (a “Seller Exchange”) with respect to property that Seller will acquire either prior to or within one hundred eighty (180) days after Closing (the “Replacement Property”). As In the event that Seller designates the Property as relinquished property to consummate a like-kind exchangeSeller Exchange with respect to the Replacement Property through the use of a qualified intermediary (the “Intermediary”) and/or Exchange Accommodation Titleholder (“EAT”), Purchaser shall cooperate in structuring the transaction as a Seller Exchange for the benefit of Seller, and Purchaser agrees to render all required performance under this Agreement to either the Intermediary or the EAT (either the Intermediary or the EAT referred to herein, and Purchaser’s Intermediary or EAT, or a single member limited liability company owned by either such Intermediary or EAT) hereinafter referred to as the or an “Exchange Assignee”) to the extent reasonably directed by Seller and to accept performance of all of Seller’s obligations by the Exchange Assignee, all of the foregoing, however, to be without cost, delay or expense to Purchaser. Purchaser agree agrees that performance by the Exchange Assignee will be treated as performance by Seller, and Seller agrees that Purchaser, in lieu ’s performance to the Exchange Assignee will be treated as performance to Seller. No assignment of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in Assignee shall effect a manner that will comply, either in whole or in part, with the requirements release of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of from its rights obligations under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereofprimary obligor.
Appears in 1 contract
Like-Kind Exchange. The Seller shall negotiate the terms and Purchaser hereby agree that this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu conditions of the purchase contracts of sale or the Assets from Seller leases for the consideration provided herein, Exchange Parcels and shall have furnish execution copies of such contracts of sale or leases to the right at any time prior Qualified Intermediary. All contracts so furnished to Closing to assign all or a portion of its rights under this Agreement to a the Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested be executed by the Qualified IntermediaryIntermediary within ten (10) days after their submission by Seller. The Qualified Intermediary shall not enter into any such contracts or lease regarding the Exchange Parcels except those furnished thereto by the Seller. If the contract or lease for an Exchange Parcel shall require the payment of an xxxxxxx money deposit or any other funds, and (ii) pay the portion amount of the Estimated Final Purchase Price attributable xxxxxxx money deposit or any other funds shall be advanced by the Qualified Intermediary from the funds deposited therewith pursuant to paragraph b hereof to the Assets seller, landlord or other party named in the contract or lease regarding the Exchange Parcel. In addition to the above, Qualified Intermediary shall enter into a qualified escrow construction contract or qualified trust account at Closing construction contracts negotiated and selected by Seller and shall use the Escrow Account Balance (as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, hereinafter defined) to construct improvements upon the Exchange Parcel to be transferred or assigned to Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon as directed by Seller. Seller shall require the construction company or general contractor constructing improvements on any Exchange Parcel to have adequate liability insurance and to name Qualified Intermediary as a certificate holder. Qualified Intermediary shall convey each Exchange Parcel to Seller by limited warranty deed or by assignment of lease with regard to a leasehold estate. Seller shall be responsible for all real estate taxes applicable to each Exchange Parcel from the date of acquisition of same by Qualified Intermediary’s . Notwithstanding anything herein to the contrary, in no event shall Qualified Intermediary be required to expend more than the Escrow Account Balance for the acquisition and construction of 2 one or more Exchange Accommodation Titleholder’s payment Parcels. Accordingly, if the total cost for the acquisition and construction of one or more Exchange Parcels are greater than the amount of the Escrow Account Balance held by Qualified Intermediary, Seller shall be responsible for any deficiency from time to Seller of a replacement Performance Deposit in time or at the same amount, (iii) accept the Estimated Final Purchase Price Second Closing (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereofhereinafter defined).
Appears in 1 contract
Like-Kind Exchange. Seller and Purchaser hereby agree that this transaction may be completed as wish to effect a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind tax free exchange pursuant to Section 1031 of the Internal Revenue Service Code of 1986 (the "Tax Code") in connection with Seller's Conveyance of the Property to Purchaser. LikewiseConsequently, if prior to Settlement, Seller shall have designates a property or properties (collectively the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose"Exchange Property"), Purchaser agrees will use reasonable efforts to contract to acquire the Exchange Property for use in an exchange with Seller. Purchaser's obligation to contract to purchase the Exchange Property is specifically contingent upon (i1) consent to Seller’s assignment of its rights the conditions precedent set forth in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholderparagraph 6.1 being satisfied, (ii) refund the costs of acquisition (including apportionments being equal to Purchaser or less than the Performance Deposit previously deposited by Purchaser pursuant Purchase Price (including apportionments) for the Property, or if in excess of such Purchase Price, Seller's commitment and agreement to this Agreement upon pay such excess in cash (the Qualified Intermediary’s or "Excess") at the closing of the acquisition of the Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amountProperty, (iii) accept Seller's approval of the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at ClosingProperty, and (iv) at ClosingPurchaser not becoming subject to any additional liability in connection with such exchange, convey and assign directly (v) Purchaser assigning the contract to Purchaser or Purchaser’s acquire the Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction Property to a qualified Intermediary of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costsexcess, expenses or liabilities of a party as a result if any, of the other party’s assignment Purchase Price for the Property plus apportionments (over the purchase price for the Exchange Property plus acquisition costs and apportionments). Upon request of this Agreement Seller, Purchaser will execute an appropriate escrow agreement deemed necessary by Seller's counsel to a Qualified Intermediary or Exchange Accommodation Titleholderobtain for Seller the tax benefits allowed under Section 1031 of the Internal Revenue Code of 1986 (Purchaser not to bear any such tax benefits), shall not release either party from any of their respective liabilities provided that such escrow agreement clearly limits Purchaser's obligations and obligations to each other under this Agreement, and that neither party represents liability to the other that any particular tax treatment will be given delivery of the proceeds of the Purchase Price to either party as a result thereofthe qualified Intermediary.
Appears in 1 contract
Samples: Purchase Contract (Cornerstone Realty Income Trust Inc)
Like-Kind Exchange. Seller and Purchaser hereby agree that Subject to the limitations set forth in this transaction may be completed as a like-kind exchange and that Section 11.6, each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, Party shall have the right to structure the transactions contemplated under the terms of this Agreement as a Like-Kind Exchange. Notwithstanding any other provisions of this Agreement, in connection with effectuating a Like-Kind Exchange, each Party shall have the right, at any time or prior to the Closing Date or any subsequent closing, to assign all or a portion of its rights under this Agreement (the “Assigned Rights”) to a Qualified Intermediary “qualified intermediary” (as that term is defined in Treasury Regulation Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations1.1031(k)-1(g)(4)) or an Exchange Accommodation Titleholder to a “qualified exchange accommodation titleholder” (as that term is defined in Rev. Proc. U.S. Revenue Procedure 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose). In the event either party a Party (in its capacity as an exchanging party, referred to in this Section 11.6 as an “Exchanging Party”) assigns its rights under this Agreement the Assigned Rights to a “qualified intermediary” pursuant to this Section 8.611.6, then such party Exchanging Party agrees to notify the other party Party in writing of such assignment at reasonably in advance of the Closing Date. In addition, should a Party choose to effectuate a Like-Kind Exchange, the Parties agree to use commercially reasonable efforts to cooperate with one another in the completion of such an exchange, including the execution of all documents reasonably necessary to effectuate such a Like-Kind Exchange; provided, however, that (a) the Closing Date shall not be delayed or before Closing. If Seller assigns affected by reason of the Like-Kind Exchange, (b) the Exchanging Party shall effect its rights Like-Kind Exchange through an assignment of the Assigned Rights to a “qualified intermediary” or to a “qualified exchange accommodation titleholder,” but such assignment shall not release such Exchanging Party from any of its liabilities or obligations under this Agreement for this purposeand (c) the Exchanging Party shall be obligated to pay all additional costs incurred as a result of the Like-Kind Exchange, Purchaser agrees to (i) consent to Seller’s assignment and the non-Exchanging Party shall incur no additional unreimbursed costs, expenses, fees or liabilities as a result of its rights in this Agreement in the form reasonably exchange requested by the Qualified Intermediary, and (ii) pay the portion Exchanging Party. Each of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser Buyer hereby acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of pursuant to this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, Section 11.6 shall not release either party from a Party from, or modify, any of their its respective liabilities and obligations (including indemnity obligations to each other other) under this Agreement. Neither Party, and that neither party represents by its consent to or cooperation with a Like-Kind Exchange by the other that Party, shall be responsible in any particular tax treatment will be given way for the Exchanging Party’s compliance with the rules applicable to either party as a result thereofsuch Like-Kind Exchange.
Appears in 1 contract
Like-Kind Exchange. Seller Notwithstanding anything to the contrary in this Agreement, Purchaser acknowledges and Purchaser hereby agree agrees that this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time Closing, in lieu of receiving the Purchase Price for the sale of the Property, to exchange the Property in a transaction intended to qualify as a tax-free exchange under Section 1031 of the Code (the “Tax-Free Exchange”). If Seller elects to effect a Tax-Free Exchange pursuant to this Section III.D, Seller shall provide written notice to Purchaser at least five (5) Business Days prior to Closing Closing, in which case Seller shall enter into an exchange agreement and other exchange documents with a “qualified intermediary” (as defined in Treas. Reg. § 1.1031(k)-1(g)(4) of the Code) (the “Exchange Party”), pursuant to which Seller shall assign all or a portion of its rights right, title and interest (but not their liabilities or obligations) under this Agreement to the Exchange Party. Purchaser shall execute and deliver such documents as may be reasonably required to complete the transactions contemplated by the Tax-Free Exchange which are in form and substance reasonably acceptable to Purchaser, and otherwise cooperate with Seller in all reasonable respects to effect the Tax-Free Exchange. Purchaser agrees that if Seller elects to effect a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement Tax-Free Exchange pursuant to this Section 8.6III.D, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, Purchaser shall pay the Purchase Price to the Exchange Party and (iv) at Closingdirect Escrow Agent to disburse the Xxxxxxx Money to the Exchange Party. Notwithstanding the foregoing in this Section III.D, convey and assign directly to Purchaser or the Tax-Free Exchange shall not diminish Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not rights, nor increase the costsPurchaser’s liabilities or obligations, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement. Seller shall pay for all fees, costs and expenses in connection with the Tax-Free Exchange, and that neither party represents to shall indemnify and hold harmless the other that Purchaser Indemnitees in accordance with XV from and against any particular tax treatment will be given to either party as a result thereof.Indemnification Loss incurred by any Purchaser Indemnitee arising from or in connection with Purchaser’s cooperating with Seller’s Tax Free Exchange. A. Due Diligence
Appears in 1 contract
Samples: Purchase and Sale Agreement (DiamondRock Hospitality Co)
Like-Kind Exchange. Purchaser acknowledges that Seller has indicated that Seller may wish, at its sole cost and Purchaser hereby agree that expense, to structure this transaction may be completed in such a manner so as to effectuate a simultaneous or deferred like-kind exchange and that each party will assist in completing (“Exchange”) pursuant to the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu applicable provisions of Section 1031 of the purchase of the Assets from Internal Revenue Code, as amended. Accordingly and without any representation by Purchaser that such an Exchange is possible or permissible, Purchaser agrees that Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary third party for the same purpose. In purpose of effectuating such an Exchange; provided, however, that (i) the event either party assigns its rights under this Agreement Settlement pursuant to this Section 8.6, such party agrees to notify the other party in writing Agreement shall not be delayed by reason of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholderexchange, (ii) refund Purchaser shall not be required to incur any additional cost or expense as a result of such Exchange, including the cost of reasonable attorney’s fees incurred by Purchaser for review of documents prepared by Seller for Purchaser’s execution to effectuate the Exchange, which reasonable costs shall be reimbursed to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amountat Settlement, (iii) accept Purchaser shall not be required to acquire title to any real property other than the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at ClosingProperty, and (iv) at Closing, convey and assign directly Seller’s ability to Purchaser or Purchaser’s consummate such an Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase be a condition to the costs, expenses obligations of Seller or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other Purchaser under this Agreement, and that neither party represents (v) Seller’s obligation to cooperate with Purchaser shall not be impacted by any such assignment. SELLER: XXXX. SOMERVILLE CO., a Delaware corporation By: Name: Title: Date: ACKNOWLEDGEMENT United States of America ss. District of Columbia I, , a Notary Public in and for the other that any particular tax treatment will District of Columbia, DO HEREBY CERTIFY THAT , who is personally known to me (or proved by oaths of credible witnesses to be) the person named as the Attorney-in-Fact in the foregoing Land Purchase Agreement, bearing the date of the day of , 2013, personally appeared before me in said District of Columbia, and as Attorney-in-Fact as aforesaid, acknowledged the same to be given to either party as the act and deed of XXXX. XXXXXXXXXX CO., a result thereofDelaware corporation, one of the parties thereto. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of , 2013.
Appears in 1 contract
Samples: Land Purchase Agreement (Comstock Holding Companies, Inc.)
Like-Kind Exchange. Seller and has informed Purchaser hereby agree that this transaction it may be completed as a seek in full or partial payment of the Purchase Price like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller property for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion purpose of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or effectuating an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code, and the regulations promulgated thereunder. LikewiseTo facilitate such exchange, and as a material inducement to Seller shall have to enter into this Agreement, Purchaser consents (i) to an assignment by Seller of this Agreement or of any of Seller’s rights hereunder, including the right at any time prior to Closing to assign receive all or a any portion of its rights under this Agreement the Purchase Price, to a Qualified Intermediary for (as defined in Treasury Regulations Section 1.1031(k)-1(g)(4)) and (ii) to take such other actions as are reasonably necessary to facilitate such like-kind exchange, which shall in no event involve Purchaser acquiring title to or owning any replacement property on behalf of Seller or incurring expenses or liability (unless such expenses or liability are reimbursed to Purchaser by Seller . Purchaser agrees to reasonably cooperate with Seller in effectuating the same purposelike-kind exchange and to execute all documents (subject to the reasonable approval of Purchaser and its legal counsel) reasonably necessary in connection therewith provided that such cooperation shall not (i) result in a reduction of Purchaser’s rights or an increase in Purchaser’s obligations under this Agreement other than to a de minimis extent, (ii) subject Purchaser to any additional risks not expressly contemplated by this Agreement or require Purchaser to acquire any property other than the Twentieth Floor Unit, or (iii) delay the Closing Date beyond October 31, 2011. Seller hereby agrees to indemnify and hold harmless Purchaser from all loss, cost, damage, claim, liability and expense (including without limitation, reasonable attorneys’ fees) that may be suffered or incurred by Purchaser, including any and all taxes, related to or payable by reason of and as a direct result of (x) such exchange and/or (y) the documents relating to or evidencing the exchange. In the event either party assigns its rights of a like- kind exchange, (a) Seller shall, at the direction of the Qualified Intermediary, convey title to the Twentieth Floor Unit to Purchaser, (b) Purchaser shall pay the Balance of the Purchase Price (or the portion so assigned) to the Qualified Intermediary or the Escrow Agent under this Agreement pursuant Agreement, (c) at Closing, the Escrow Agent shall pay over the Downpayment to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (iid) pay Purchaser shall execute such documents (subject to the portion reasonable approval of Purchaser and its legal counsel) as may be reasonably necessary to acknowledge the exchange. The Qualified Intermediary shall have the right to direct the payment of the Estimated Final Balance of the Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If separate accounts and/or different persons, and Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon comply with such direction from the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereof.
Appears in 1 contract
Samples: Contract of Sale
Like-Kind Exchange. Seller and Purchaser Buyer hereby agree that this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser Buyer agree that PurchaserBuyer, in lieu of the purchase of the Oil and Gas Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the U.S Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.614.9, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser Buyer agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) attributable to the Oil and Gas Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser Buyer assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to PurchaserBuyer’s assignment of its rights in this Agreement in the form reasonably requested by PurchaserBuyer’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser Buyer the Performance Deposit previously deposited by Purchaser Buyer pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Oil and Gas Assets from the account designated by PurchaserBuyer’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser Buyer or PurchaserBuyer’s Exchange Accommodation Titleholder (as directed in writing) the Oil and Gas Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereof.the
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Forest Oil Corp)
Like-Kind Exchange. (a) Seller and has informed Purchaser hereby agree that this transaction it may be completed as a seek in full or partial payment of the Purchase Price like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller property for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion purpose of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or effectuating an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code, and the regulations promulgated thereunder. LikewiseTo facilitate such exchange, and as a material inducement to Seller shall have to enter into this Agreement, Purchaser consents (i) to an assignment by Seller of this Agreement or of any of Seller's rights hereunder, including the right at any time prior to Closing to assign receive all or a any portion of its rights under this Agreement the Purchase Price, to a Qualified Intermediary for (as defined in Treasury Regulations Section 1.1031(k)-1(g)(4)) and (ii) to take such other actions as are reasonably necessary to facilitate such like-kind exchange, which shall in no event involve Purchaser acquiring title to or owning any replacement property on behalf of Seller or incurring material expenses or liability (unless such expenses or liability are reimbursed to Purchaser by Seller). Purchaser agrees to reasonably cooperate with Seller in effectuating the same purposelike-kind exchange and to execute all documents (subject to the reasonable approval of Purchaser and its legal counsel) reasonably necessary in connection therewith provided that such cooperation shall not (i) result in a reduction of Purchaser's rights or an increase in Purchaser's obligations under this Agreement other than to a de minimis extent, (ii) subject Purchaser to any additional risks not expressly contemplated by this Agreement or (iii) delay the Closing Date beyond the Outside Closing Date. Seller hereby agrees to indemnify and hold harmless Purchaser from all loss, cost, damage, claim, liability and expense (including without limitation, reasonable attorneys' fees) that may be suffered or incurred by Purchaser, including any and all taxes, related to or payable by reason of and as a direct result of (x) such exchange and/or (y) the documents relating to or evidencing the exchange. In the event either party assigns its rights of a like-kind exchange, on the Closing Date, (a) Seller shall, at the direction of the Qualified Intermediary, convey title to the Property to Purchaser, (b) Purchaser shall pay the balance of the Purchase Price (or the portion so assigned) to the Qualified Intermediary or the Escrow Agent under this Agreement pursuant Agreement, (c) the Escrow Agent shall pay over the Deposit to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (iid) pay Purchaser shall execute such documents (subject to the portion reasonable approval of Purchaser and its legal counsel) as may be reasonably necessary to acknowledge the exchange. The Qualified Intermediary shall have the right to direct the payment of the Estimated Final balance of the Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If separate accounts and/or different persons, and Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon comply with such direction from the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereof.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Reckson Associates Realty Corp)
Like-Kind Exchange. Seller and Purchaser hereby agree that Notwithstanding anything else in this transaction may be completed as a like-kind exchange and that Agreement, each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, Party shall have the right to structure the transactions contemplated under the terms of this Agreement as a Like-Kind Exchange. Notwithstanding any other provisions of this Agreement, in connection with effectuating a Like-Kind Exchange, each Party shall have the right, at any time or prior to the Closing Date or any subsequent closing, to assign all or a portion of its rights under this Agreement (the “Assigned Rights”) to a Qualified Intermediary “qualified intermediary” (as that term is defined in Section 1.1031(k)-1(g)(4)(v1.1031(k)-1(g)(4) of the Treasury Regulations) or to an “Exchange Accommodation Titleholder Titleholder” (as that term is defined in Rev. Proc. U.S. Revenue Procedure 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose). In the event either party a Party (in its capacity as an exchanging party, referred to in this Section 15.16 as an “Exchanging Party”) assigns its rights under this Agreement the Assigned Rights to a “qualified intermediary” pursuant to this Section 8.615.16, then such party Exchanging Party agrees to notify the other party Party in writing of such assignment at or before Closingreasonably in advance of the Closing Date. If Seller assigns its rights under this Agreement for this purposeIn addition, Purchaser agrees should a Party choose to effectuate a Like-Kind Exchange, the Parties agree to use reasonable best efforts to cooperate with one another in the completion of such an exchange, including (i) consent the execution of all documents reasonably necessary to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, effectuate such a Like-Kind Exchange and (ii) pay having the portion “qualified intermediary” fund an amount equal to the Deposit at Closing to the escrow account and having the original funds deposited by Buyer on the Execution Date as the Deposit (including any interest and earnings thereon) in the escrow account distributed to Buyer; provided, however, that (a) the Closing Date shall not be delayed or affected by reason of the Estimated Final Purchase Price attributable Like-Kind Exchange, (b) the Exchanging Party shall effect its Exchange through an assignment of the Assigned Rights to the Assets into a “qualified escrow intermediary” or qualified trust account at Closing as directed in writing. If Purchaser assigns to an “Exchange Accommodation Titleholder,” but such assignment shall not release such Exchanging Party from any of its rights liabilities or obligations under this Agreement for this purposeand (c) the non-Exchanging Party shall incur no additional unreimbursed costs, Seller agrees to (i) consent to Purchaser’s assignment expenses, fees or liabilities as a result of its rights or in this Agreement in connection with the form reasonably exchange requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, Exchanging Party. Sellers and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser Buyer each hereby acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of pursuant to this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, Section 15.16 shall not release either party from a Party from, or modify, any of their its respective liabilities and obligations (including indemnity obligations to each other other) under this Agreement. Neither Sellers nor Buyer, and that neither party represents by its consent to a Like-Kind Exchange, shall be responsible in any way for the other that any particular tax treatment will be given to either party as a result thereofExchanging Party’s compliance with such Like-Kind Exchange.
Appears in 1 contract
Like-Kind Exchange. Seller and has informed Purchaser hereby agree that this transaction it may be completed as a seek in full or partial payment of the Purchase Price like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller property for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion purpose of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or effectuating an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code, and the regulations promulgated thereunder. LikewiseTo facilitate such exchange, and as a material inducement to Seller shall have to enter into this Agreement, Purchaser consents (i) to an assignment by Seller of this Agreement or of any of Seller’s rights hereunder, including the right at any time prior to Closing to assign receive all or a any portion of its rights under this Agreement the Purchase Price, to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this (as defined in Treasury Regulations Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i1.1031(k)-1(g)(4)) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay to take such other actions as are reasonably necessary to facilitate such like-kind exchange, which shall in no event involve Purchaser acquiring title to or owning any replacement property on behalf of Seller or incurring expenses or liability (unless such expenses or liability are reimbursed to Purchaser by Seller . Purchaser agrees to reasonably cooperate with Seller in effectuating the portion of the Estimated Final Purchase Price attributable like-kind exchange and to execute all documents (subject to the Assets into reasonable approval of Purchaser and its legal counsel) reasonably necessary in connection therewith provided that such cooperation shall not (i) result in a qualified escrow reduction of Purchaser’s rights or qualified trust account at Closing as directed an increase in writing. If Purchaser assigns its rights Purchaser’s obligations under this Agreement for this purpose, Seller agrees other than to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholdera de minimis extent, (ii) refund subject Purchaser to Purchaser the Performance Deposit previously deposited any additional risks not expressly contemplated by Purchaser pursuant to this Agreement upon or require Purchaser to acquire any property other than the Qualified Intermediary’s Twenty First Floor Unit, or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept delay the Estimated Final Purchase Price Closing Date beyond December 31, 2015. Seller hereby agrees to indemnify and hold harmless Purchaser from all loss, cost, damage, claim, liability and expense (as including without limitation, reasonable attorneys’ fees) that may be adjusted under the terms of this Agreement) for the Assets from the account designated suffered or incurred by Purchaser’s Qualified Intermediary , including any and all taxes, related to or Exchange Accommodation Titleholder at Closing, payable by reason of and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a direct result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereof.of
Appears in 1 contract
Samples: Contract of Sale
Like-Kind Exchange. Seller and Purchaser hereby agree that Any party to this Agreement may elect to structure this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have and the right regulations promulgated thereunder, with respect to any or all of the Transferred Assets (a “Like-Kind Exchange”) at any time prior to the Closing Date. In order to effect a Like-Kind Exchange, a non-electing party shall cooperate and do all acts as may be reasonably required or requested by the party electing for a Like-Kind Exchange with regard to effecting such Like-Kind Exchange, including, but not limited to, permitting such Party to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for (“QI”) of such party’s choice in accordance with Treasury Regulations Section 1.1031(k)-1(g)(4) or executing additional escrow instructions, documents, agreements or instruments to effect an exchange. EQM reserves the same purpose. In the event either party assigns right, at or prior to Closing, to assign its rights or a portion thereof under this Agreement pursuant with respect to this Section 8.6, such party agrees to notify the other party in writing of such assignment at any or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion all of the Estimated Final Purchase Price attributable Transferred Assets to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by PurchaserEQM’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed that term is defined in writingRevenue Procedure 2000-37) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing (“QEAT”) in connection with effecting a Like-Kind Exchange. EQT Gathering or EQT Gathering Holdings, as applicable, and other terms and conditions hereof. Seller and Purchaser EQM acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses a whole or liabilities of a party as a result of the other party’s partial assignment of this Agreement to a Qualified Intermediary QI or Exchange Accommodation Titleholder, QEAT shall not release either party from EQT Gathering or EQT Gathering Holdings, as applicable, or EQM from, or expand, any of their respective liabilities and obligations to each other under this Agreement. The party not participating in the Like-Kind Exchange shall not be obligated to pay any additional costs or incur any additional obligations in its sale or purchase, as applicable, of the Transferred Assets if such costs are the result of the other party’s Like-Kind Exchange, and that neither the party represents electing to consummate the sale as a Like- Kind Exchange agrees to hold harmless and indemnify the other that any particular tax treatment will be given to either party as a result thereoffrom and against all costs, expenses, claims, losses and liabilities, if any, resulting from the Like-Kind Exchange.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Like-Kind Exchange. Buyer and Seller and Purchaser hereby agree that this transaction may be completed as a like-kind exchange and that each party will assist in completing consent to any assignment by the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu other Party of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion certain of its rights and obligations under this Agreement (a “1031 Assignment”) to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v1.1031(k)‑1(g)(4)(v) of the Treasury Regulations) ), or an to a Qualified Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-372000‑37), 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, connection with the requirements effectuation of a like-kind exchange (an “Exchange”). For the purposes of this Section 15.15, the Party executing an Exchange shall be referred to as the “Exchangor” and the other Party shall be referred to as the “Consenting Party”. In the event the Exchangor makes a 1031 Assignment to a Qualified Intermediary or a Qualified Exchange Accommodation Titleholder pursuant to this Section 15.15, the Exchangor agrees to notify the Consenting Party in writing of such assignment at least one (1) Business Day before the Closing Date. Notwithstanding the occurrence of a 1031 Assignment, the Parties acknowledge and agree that any such assignment of any portion of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its Exchangor’s rights and obligations under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant or to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the a Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall does not release either party Party from any of their respective liabilities and obligations to each other (including, without limitation, indemnification obligations) under this Agreement. The Consenting Party agrees to cooperate with the Exchangor to attempt to structure the transactions contemplated hereby as a like-kind exchange; provided (i) the Closing shall not be delayed or affected by reason of the Exchange, and that neither party represents to (ii) the other that Exchangor shall indemnify the Consenting Party against any particular tax treatment will be given to either party as a result thereofadditional costs or liabilities directly incurred by the Consenting Party on account of the Exchangor’s consummation of the transaction contemplated hereby through an Exchange.
Appears in 1 contract
Like-Kind Exchange. Notwithstanding Section 14.2, Buyer and Seller and Purchaser hereby agree that either Party, at its sole expense, may elect to structure this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu under Section 1031 of the purchase of Code (a “Like-Kind Exchange”) with respect to the Assets from Seller for the consideration provided hereinat any time prior to Closing. Seller, at its expense, shall have the right at any time prior to the Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary “qualified intermediary” (as that term is defined in Treasury Regulations Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations1.1031(k)-1(g)(4)(iii)) or an Exchange Accommodation Titleholder “exchange accommodation titleholder” (as that term is defined in Rev. Proc. Revenue Procedure 2000-37, 2000-2 C.B. 308) in order to accomplish effectuate the transaction transactions contemplated hereby at such Closing in a manner that will complyqualify, either in whole or in part, with the requirements of as a likeLike-kind exchange pursuant to Section 1031 of the CodeKind Exchange. Likewise, Seller Buyer, at its expense, shall have the right at any time prior to the Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary qualified intermediary or an exchange accommodation titleholder for the same purpose. In the event that either party Party assigns its rights under this Agreement pursuant to this Section 8.614.3, such party Party agrees to notify the other party Party in writing of such assignment at on or before Closingthe Closing Date. If Buyer and Seller assigns its rights under this Agreement for this purpose, Purchaser agrees agree to (i) consent cooperate to Seller’s assignment of its rights in this Agreement in the form extent reasonably requested by the Qualified Intermediaryother Party in order to effectuate the transactions contemplated hereby as a Like-Kind Exchange; provided that (a) the Closing shall not be delayed or affected by reason of the Like-Kind Exchange; (b) Seller shall indemnify Buyer against any additional costs, damages or liabilities directly incurred by Buyer on account of Seller’s consummation of the transaction through a Like-Kind Exchange; (c) Buyer shall indemnify Seller against any additional costs, damages or liabilities directly incurred by Seller on account of Buyer’s consummation of the transaction through a Like-Kind Exchange; and (iid) pay the portion of the Estimated Final Purchase Price attributable Buyer shall not be required to take title to any property other than the Assets into a qualified escrow or qualified trust account at Closing as directed in writingconnection with the Like-Kind Exchange. If Purchaser assigns its rights under this Agreement for this purpose, Buyer and Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of rights under this Agreement to a Qualified Intermediary qualified intermediary or Exchange Accommodation Titleholder, any exchange accommodation titleholder shall not release either party from Party from, or modify, any of their respective liabilities and obligations its Liabilities to each the other Party under this Agreement, and that neither party no Party represents to the other Party that any particular tax Tax treatment will be given to either party Party as a result thereof. In no event will either Party be liable to the other Party for any failure of any transaction to qualify for a Like-Kind Exchange. Notwithstanding anything in this Agreement to the contrary, the indemnification obligations in this Section 14.3 shall not be subject to limitation pursuant to Section 11.3(a).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Laredo Petroleum, Inc.)
Like-Kind Exchange. Seller and Purchaser hereby agree Sellers acknowledge that this transaction Buyers may be completed wish to purchase the Premises as part of a like-kind exchange and that each party will assist in completing the sale as a “like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, ” as described in lieu Section 1031 of the purchase Internal Revenue Code of 1986, as amended, and the Assets from Seller for the consideration provided hereinTreasury Regulations promulgated thereunder. In that connection, shall have Buyers expressly reserve the right at any time prior to Closing to assign all or a portion of its their rights under this Agreement to a Qualified Intermediary (as defined and provided in said Treasury Regulations on or before the Time of Closing for the purpose of facilitating any such exchange and Sellers hereby consent to such assignment. Sellers agree to reasonably cooperate with Buyers to effectuate such an exchange, if required by Buyers at or prior to the Time of Closing; provided that term is defined Sellers shall incur no additional cost or liability in Section 1.1031(k)-1(g)(4)(v) connection therewith. Without limiting the foregoing, Sellers agree, subject to the limitation that Sellers shall incur no additional cost or liability in connection therewith, to execute an acknowledgement and consent to the aforementioned assignment and an acknowledgement of receipt of direct deeding instructions from the Treasury Regulations) Qualified Intermediary. Buyers agree to indemnify and hold Sellers harmless from and against any loss or an Exchange Accommodation Titleholder (as that term is defined liability in Rev. Procconnection with any such like kind exchange. 2000-37, 2000-2 C.B. 308) In no event shall the Time of Closing be extended in order to accomplish effectuate any such like kind exchange without the transaction in a manner that will comply, either in whole or in part, with prior written consent of Sellers. Sellers shall sell the requirements Premises as part of a like-“ like kind exchange pursuant to exchange” as described in Section 1031 of the Code. LikewiseInternal Revenue Code of 1986, Seller shall have as amended, and the Treasury Regulations promulgated thereunder (the “Sellers 1031 Exchange”) and in connection therewith, reserve the right at any time prior to Closing to assign all or a portion of its their rights under this Agreement to a Qualified Intermediary as defined and provided in said Treasury Regulations on or before the Time of Closing for the same purposepurpose of facilitating any such exchange, and Buyers hereby consent to such assignment. Buyers agree to reasonably cooperate with Sellers to effectuate such an exchange, if required by Sellers at or prior to the Closing; provided that Buyers shall incur no additional cost or liability in connection therewith. Without limiting the foregoing, Buyers agree, subject to the limitation that Buyers shall incur no additional cost or liability in connection therewith, to execute an acknowledgement and consent to the aforementioned assignment. Sellers agree to indemnify and hold Buyers harmless from and against any loss or liability in connection with any such like kind exchange. In no event shall the event either Time of Closing be extended in order to effectuate any such like kind exchange without the prior written consent of Buyers. For the avoidance of doubt, neither party assigns shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating a “like kind exchange” desired by the other party, and, in all events, neither party shall by its acquiescence to a “like kind exchange” desired by the other party have its rights under this Agreement pursuant affected or diminished in any manner or be responsible for compliance with or be deemed to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable have warranted to the Assets into a qualified escrow or qualified trust account at Closing as directed exchanging party that its “like kind exchange” in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular fact complies with applicable tax treatment will be given to either party as a result thereofcode.
Appears in 1 contract
Like-Kind Exchange. Each Seller and Purchaser hereby agree that this transaction may be completed as a like-kind elect to exchange and that each party will assist in completing one or more Projects (to the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu extent of the purchase Seller Cash Consideration to be received therefor) for other real estate of a like kind in accordance with Section 1031 of the Assets from Internal Revenue Code of 1986, as amended. To exercise any rights under this Section, a Seller for the consideration provided herein, shall have the right provide Buyer with a written statement stating such Seller’s intent to enter into an exchange at any time least twenty (20) days prior to the Closing to Date. A Seller may assign all or a portion of its rights right under this Agreement to a qualified intermediary (the “Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(vIntermediary”) for the purpose of the Treasury Regulations) or completing such an Exchange Accommodation Titleholder (as that term is defined in Rev. Procexchange. 2000-37, 2000-2 C.B. 308) in order A Seller’s election to accomplish the transaction in exchange a manner that will comply, either in whole or in part, with the requirements Project for other real estate of a like-like kind exchange pursuant shall be at no cost or liability to Buyer. Should this Agreement become part of a Section 1031 transaction, the applicable Seller hereby agrees that Buyer may enforce any and all representations, warranties, covenants and other obligations of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights Sellers under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, directly against such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by and/or the Qualified Intermediary, and (ii) pay Buyer agrees that the portion Qualified Intermediary may enforce any covenants of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights Buyer under this Agreement for this purposedirectly against Buyer. The applicable Seller shall indemnify Buyer from any and all losses, Seller agrees to (i) consent to Purchasercosts, expenses, damages or liabilities sustained or incurred by reason of Buyer’s assignment of its rights in this Agreement participation in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (exchange. DATED as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing Effective Date specified in Article I. BUYER: U-STORE-IT, L.P., a Delaware limited partnership By: U-Store-It Trust, its general partner By: /s/ Sxxxxx X. Xxxxxx Sxxxxx X. Xxxxxx, President and other terms and conditions hereofChief Financial Officer SELLER: Denver Investors, a Delaware Limited Partnership Lakewood Business Center, a Delaware Limited Partnership By: Self Storage GP Corp., General Partner By: Self Storage GP Corp., General Partner By: /s/ Dxxxxx X. Xxxxxx By: /s/ Dxxxxx X. Xxxxxx Dxxxxx X. Xxxxxx, Vice President Dxxxxx X. Xxxxxx, Vice President El Paso Investors, a Delaware Limited Partnership Mesa Self Storage Investors, a Delaware Limited Partnership By: Self Storage GP Corp., General Partner By: Self Storage GP Corp., General Partner /s/ Dxxxxx X. Xxxxxx /s/ Dxxxxx X. Xxxxxx By: Dxxxxx X. Xxxxxx, Vice President By: Dxxxxx X. Xxxxxx, Vice President Fort Lxxxxx – NSS, a Delaware Limited Partnership National Self Storage Equities, a Delaware Limited Partnership By: Self Storage GP Corp., General Partner By: MR Partner Corp., General Partner /s/ Dxxxxx X. Xxxxxx /s/ Dxxxxx X. Xxxxxx By: Dxxxxx X. Xxxxxx, Vice President By: Dxxxxx X. Xxxxxx, Vice President Grant Pacific Corporation NSS – Pima County, a Delaware Limited Partnership By: Self Storage GP Corp., General Partner /s/ Dxxxxx X. Xxxxxx /s/ Dxxxxx X. Xxxxxx By: Dxxxxx X. Xxxxxx, Vice President By: Dxxxxx X. Xxxxxx, Vice President National Self Storage Tucson Nos. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs10, expenses or liabilities of 11, 12, a party as Delaware Limited Partnership NSS SW Investors, LP By: Islander (Delaware) Inc., General Partner By: Self Storage GP Corp., General Partner /s/ Dxxxxx X. Xxxxxx /s/ Dxxxxx X. Xxxxxx By: Dxxxxx X. Xxxxxx, Vice President By: Dxxxxx X. Xxxxxx, Vice President 30 Oracle Business Plaza Associates, a result of the other party’s assignment of this Agreement to Delaware Limited Partnership SGMP TV/Kxxx Investors, L.P. By: Self Storage GP Corp., General Partner By: Self Storage GP Corp., General Partner /s/ Dxxxxx X. Xxxxxx /s/ Dxxxxx X. Xxxxxx By: Dxxxxx X. Xxxxxx, Vice President By: Dxxxxx X. Xxxxxx, Vice President Sacramento Investors, a Qualified Intermediary or Exchange Accommodation TitleholderDelaware Limited Partnership SGMP Houston Investors, shall not release either party from any of their respective liabilities and obligations to each other under this AgreementLP By: Self Storage GP Corp., and that neither party represents to the other that any particular tax treatment will be given to either party as General Partner By: Self Storage GP Corp., General Partner /s/ Dxxxxx X. Xxxxxx /s/ Dxxxxx X. Xxxxxx By: Dxxxxx X. Xxxxxx, Vice President By: Dxxxxx X. Xxxxxx, Vice President Utah Business Partners I, a result thereof.Delaware Limited Partnership SGMP Equity Fund I Limited Partnership By: Self Storage GP Corp., General Partner By: Self Storage GP Corp., General Partner /s/ Dxxxxx X. Xxxxxx /s/ Dxxxxx X. Xxxxxx By: Dxxxxx X. Xxxxxx, Vice President By: Dxxxxx X. Xxxxxx, Vice President SGMP Equity Fund II Limited Partnership NSS Southern California, L.P. By: Self Storage GP Corp., General Partner By: NSS Southern California, Inc. /s/ Dxxxxx X. Xxxxxx /s/ Dxxxxx X. Xxxxxx By: Dxxxxx X. Xxxxxx, Vice President By: Dxxxxx X. Xxxxxx, Vice President SGMP Synott Limited Partnership SSMC Mortgage Securities Trust 96-1 By: Self Storage GP Corp., General Partner By: SSMC Funding Corp. /s/ Dxxxxx X. Xxxxxx /s/ Dxxxxx X. Xxxxxx By: Dxxxxx X. Xxxxxx, Vice President By: Dxxxxx X. Xxxxxx, Vice President 31 NSS Palo Verde, LP By: Self Storage GP Corp., General Partner /s/ Dxxxxx X. Xxxxxx By: Dxxxxx X. Xxxxxx, Vice President NSS New Mexico, Limited Partnership By: MR Partner Corp., General Partner /s/ Dxxxxx X. Xxxxxx By: Dxxxxx X. Xxxxxx, Vice President DESIGNATED PRINCIPALS: /s/ W. Mxxxxxx Xxxxxx
Appears in 1 contract
Like-Kind Exchange. Seller Notwithstanding anything to the contrary in this Agreement, Purchaser acknowledges and Purchaser hereby agree agrees that this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at Closing, in lieu of receiving the Purchase Price for the sale of the Property, to exchange the Property (the “Tax-Free Exchange”) in a transaction intended to qualify as a tax-free exchange under Section 1031 of the Internal Revenue Code of 1986, as amended from time to time, and any time regulations, rulings and guidance issued by the Internal Revenue Service (collectively, the “Code”). If Seller elects to effect a Tax-Free Exchange pursuant to this Section 10.24, Seller shall provide written notice to Purchaser prior to Closing Closing, in which case Seller shall enter into an exchange agreement and other exchange documents with a “qualified intermediary” (as defined in Treas. Reg. § 1.1031(k)-1(g)(4) of the Code) (the “Exchange Party”), pursuant to which Seller shall assign all or a portion of its rights right, title and interest under this Agreement to the Exchange Party. Purchaser shall execute and deliver such documents as may be required to complete the transactions contemplated by the Tax-Free Exchange which are in form and substance reasonably acceptable to Purchaser, and otherwise cooperate with Seller in all reasonable respects to effect the Tax-Free Exchange. Purchaser agrees that if Seller elects to effect a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement Tax-Free Exchange pursuant to this Section 8.610.24, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, Purchaser shall pay the Purchase Price to the Exchange Party and (iv) at Closingdirect Escrow Agent to disburse the Exxxxxx Money to the Exchange Party. Notwithstanding the foregoing in this Section 10.24, convey and assign directly to Purchaser or the Tax-Free Exchange shall not diminish Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not rights, nor increase the costsPurchaser’s liabilities or obligations, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement. Seller shall pay for all fees, costs and that neither party represents to expenses in connection with the other that any particular tax treatment will be given to either party as a result thereofTax-Free Exchange.
Appears in 1 contract
Samples: Purchase and Sale Agreement and Escrow Instructions (Strategic Hotel Capital Inc)
Like-Kind Exchange. Seller and Purchaser hereby agree that this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser Xxxxxxxxx agrees to (i) consent to SellerXxxxxx’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereof.
Appears in 1 contract
Samples: Agreement
Like-Kind Exchange. Notwithstanding anything contained herein to the contrary, Buyer acknowledges that Seller and Purchaser hereby agree that this transaction may be completed designate the Hotel as relinquished property to consummate a like-kind exchange and that each party will assist in completing the sale as a or reverse like-kind exchangeexchange under Section 1031 of the Code (an “Exchange”) with respect to property that Seller will acquire either prior to or within one hundred eighty (180) days after Closing hereunder (the “Replacement Property”). As In the event that Seller designates the Hotel as relinquished property to consummate an Exchange through the use of a like-kind exchangequalified intermediary (the “Intermediary”) and/or Exchange Accommodation Titleholder (“EAT”), Buyer agrees to cooperate in structuring the transaction as an Exchange for the benefit of Seller and Purchaser agree Buyer agrees to render all required performance under this Agreement to either the Intermediary or the EAT (either the Intermediary or the EAT referred to herein as the “Assignee”) to the extent reasonably directed by Seller and to accept performance of all of Seller’s obligations by the Assignee. Buyer agrees that Purchaserperformance by the Assignee will be treated as performance by Seller, in lieu and Seller agrees that Buyer’s performance to the Assignee will be treated as performance to Seller. No assignment of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to an Assignee shall effect a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) release of Seller from obligations under this Agreement and Seller shall unconditionally guarantee the full and timely performance by the Assignee of each and every one of the Treasury Regulations) representations, warranties, indemnities, obligations and undertakings of Seller under this Agreement (and any amendments or an Exchange Accommodation Titleholder (as that term is defined in Rev. Procmodifications hereto). 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. LikewiseAs such guarantor, Seller shall have be treated as a primary obligor with respect to those representations, warranties, indemnities, obligations and undertakings, and, in the right at any time prior event of a breach, Buyer may proceed directly against Seller on this guarantee without the need to Closing to assign all join or a portion of its rights under this Agreement to a Qualified Intermediary for seek performance or collection from the same purposeAssignee. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6addition, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of Buyer shall incur no additional liability in connection with the Exchange or its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and cooperation hereunder; (ii) pay the portion of the Estimated Final Purchase Price attributable Buyer shall not be required to take title to any property with respect to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, Exchange; (iii) accept Seller shall be solely responsible for any and all costs associated with the Estimated Final Purchase Price Exchange, including, without limitation (as may be adjusted under a) costs to prepare the terms of this Agreementnecessary agreements, escrow instructions and other documents relating to the Exchange; (b) for escrow costs, broker’s commissions, title charges, recording costs or other charges relating to the Assets from Exchange; and (c) attorneys’ fees and other costs incurred by Buyer and/or Seller relating to the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and Exchange; (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase be contingent upon the Exchange, and the Exchange shall not delay the Closing; and (v) Seller shall save, protect, defend, indemnify and hold the Buyer Indemnified Parties harmless from any and all additional costs, liabilities or expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary Exchange or Exchange Accommodation Titleholder, its cooperation hereunder. This Section 11.11 shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to survive the other that any particular tax treatment will be given to either party as a result thereofClosing indefinitely.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Chesapeake Lodging Trust)
Like-Kind Exchange. Seller Notwithstanding anything to the contrary in this Agreement, Purchaser acknowledges and Purchaser hereby agree agrees that this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all either Gainey Sxxxxx or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, RP Seller shall have the right at any time the Closing, in lieu of receiving the Purchase Price for the sale of the Property, to exchange the Property in a transaction intended to qualify as a tax-free exchange under Section 1031 of the Code (the “Tax-Free Exchange”). If either Seller elects to effect a Tax-Free Exchange pursuant to this Section 3.5, such Seller shall provide written notice to Purchaser prior to Closing the Closing, in which case such Seller shall enter into an exchange agreement and other exchange documents with a “qualified intermediary” (as defined in Treas. Reg. § 1.1031(k)-1(g)(4)) (the “Exchange Party”) pursuant to the Exchange Party’s standard form of such exchange documents (the “Exchange Agreement”), pursuant to which such Seller shall assign all or a portion of its rights right, title and interest under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns Exchange Party; provided, however, that such assignment shall not relieve such Seller of any of its rights obligations under this Agreement Agreement. Purchaser shall execute and deliver such documents as may be required to complete the transactions contemplated by the Tax-Free Exchange which are in form and substance reasonably acceptable to Purchaser, and otherwise cooperate with such Seller at no material cost or expense to Purchaser in all reasonable respects to effect the Tax-Free Exchange. Purchaser agrees that if either Gainey Sxxxxx or RP Seller elects to effect a Tax-Free Exchange pursuant to this Section 8.63.5, such party agrees the Earnest Xxxxx xhall be deposited with or transferred to notify the other party in writing of such assignment at or before ClosingExchange Party pursuant to the Exchange Agreement, subject to the same terms applicable thereto under the Earnest Xxxxx Xscrow Agreement. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights Notwithstanding the foregoing in this Agreement in Section 3.5, the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Tax-Free Exchange shall not diminish Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by rights, increase Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholderobligations, (ii) refund nor serve to Purchaser delay the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement. Such Seller shall pay for all fees, costs and that neither party represents to expenses in connection with the other that any particular tax treatment will be given to either party as a result thereofTax-Free Exchange.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Xenia Hotels & Resorts, Inc.)
Like-Kind Exchange. Seller and Purchaser hereby The parties agree that either party may use a qualified intermediary, as such term is defined under Treasury Regulation Section 1.1031(k)-1(g)(4) ("Qualified Intermediary"), for purposes of consummating the transactions contemplated by this transaction may be completed as Agreement and effecting a like-kind exchange of property pursuant to and in accordance with Section 1031 of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder. Purchaser acknowledges that each party will assist in completing Seller may identify a Qualified Intermediary within ten (10) days of the sale as Closing Date, for purposes of consummating a like-kind exchangeexchange under this Agreement, its right under this Agreement to receive, pledge, borrow or otherwise obtain the benefits of the Purchase Price (all other rights, remedies, liabilities and obligations arising under this Agreement are retained by Seller). As If Purchaser desires to use a Qualified Intermediary, it shall give written notice to Seller at least ten (10) days prior to the Closing Date of its intention to do so, and such notice shall identify such Qualified Intermediary. The parties agree to execute such agreements and other documents as may be necessary to complete and otherwise effectuate the like-kind exchange, Seller and provided that: (a) a party's obligations hereunder shall not be increased; (b) such documents shall not modify a party's representations, warranties or obligations hereunder; (c) the Purchase Price paid by Purchaser agree shall not be different from that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall which Purchaser would have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange paid pursuant to Section 1031 of the Code. Likewise3.1; (d) a party shall not incur any additional cost, Seller shall have the right at any time prior to Closing to assign all expense or liability as a portion result of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, cooperation in such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediaryexchange, and (iie) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Seller shall indemnify and hold harmless Purchaser assigns its rights under this Agreement for this purposeadditional expenses, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholderincluding, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amountbut not limited to, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closingtaxes and closing costs, and any cost or expense (ivincluding reasonable counsel fees) at Closing, convey and assign directly which Purchaser may sustain or become subject to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment Purchase Price being paid to an intermediary party rather than to Seller and the intermediary's subsequent use of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereofPurchase Price.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Valero Energy Corp/Tx)
Like-Kind Exchange. Seller understands and acknowledges that a material inducement to Purchaser’s entry into this Agreement is the right of Purchaser hereby agree that to structure the transaction contemplated by this Agreement so as to qualify as a tax-free exchange of like-kind property in compliance with the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended (“Section 1031”). Seller agrees to cooperate in all reasonable respects to allow Purchaser to structure the transaction may be completed as contemplated by this Agreement to effect a like-kind exchange in compliance with the provisions of Section 1031 and that each party will assist the Regulations promulgated thereunder (the “Regulations”). The agreement of Seller to cooperate in completing all reasonable respects with Purchaser’s efforts to structure the sale transaction contemplated by this Agreement as part of a like-kind exchange. As exchange under Section 1031 and the Regulations shall be subject to the following terms, provisions and conditions: (a) the Closing shall not be delayed as a result of any like-kind exchange aspects of the transaction; (b) if Purchaser is unsuccessful in its efforts to structure the transaction contemplated by this Agreement as part of a like-kind exchange, such occurrence shall not be deemed or construed as the failure of a condition precedent to Purchaser’s obligations under this Agreement; and in such case, the Closing shall proceed as if this paragraph were not included in this Agreement; and (c) in no event shall Seller be obligated to take title to any other Property of any nature or kind or to assume any other liability or exposure to facilitate Purchaser’s like-kind exchange, and in no event shall Purchaser agree that Purchaser, in lieu of the purchase of the Assets be released from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights obligations under this Agreement to as a Qualified Intermediary result of or in connection with Purchaser’s like-kind exchange. Purchaser shall pay and reimburse Seller for any and all costs and expenses (if any) incurred by Seller as that term is defined in Section 1.1031(k)-1(g)(4)(v) a result of the Treasury Regulations) or an Exchange Accommodation Titleholder (election by Purchaser to structure the Closing as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements part of a like-kind exchange pursuant (but only to Section 1031 of the Codeextent such costs and expenses exceed the costs and expenses that otherwise would have been incurred by Seller hereunder). Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purposeFurthermore, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediaryshall indemnify and hold Seller harmless from and against any and all damages, demands, claims, costs, and expenses (iiincluding court costs and reasonable attorneys’ fees and expenses) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow incurred by or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, asserted against Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment election by Purchaser to structure the Closing as part of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereoflike-kind exchange.
Appears in 1 contract
Samples: Agreement for Purchase and Sale (Global Growth Trust, Inc.)
Like-Kind Exchange. Seller Notwithstanding anything to the contrary in this Agreement, Purchaser acknowledges and Purchaser hereby agree agrees that this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time Closing, in lieu of receiving the Purchase Price for the sale of the Property, to exchange the Property in a transaction intended to qualify as a tax‑free exchange under Section 1031 of the Code (the “Tax‑Free Exchange”). If Seller elects to effect a Tax‑Free Exchange pursuant to this Section 3.5, Seller shall provide written notice to Purchaser at least five (5) Business Days prior to Closing Closing, in which case Seller shall enter into an exchange agreement and other exchange documents with a “qualified intermediary” (as AUS-6206654-10 6055890/60 defined in Treas. Reg. § 1.1031(k)‑1(g)(4) of the Code) (the “Exchange Party”), pursuant to which Seller shall assign all of their right, title and interest (but not their liabilities or a portion of its rights obligations) under this Agreement to the Exchange Party. Purchaser shall execute and deliver such documents as may be reasonably required to complete the transactions contemplated by the Tax‑Free Exchange which are in form and substance reasonably acceptable to Purchaser, and otherwise cooperate with Seller in all reasonable respects to effect the Tax‑Free Exchange. Purchaser agrees that if Seller elects to effect a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement Tax‑Free Exchange pursuant to this Section 8.63.5, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, Purchaser shall pay the Purchase Price to the Exchange Party and (iv) at Closingdirect Escrow Agent to disburse the Xxxxxxx Money, convey and assign directly less the Independent Consideration, to Purchaser or the Exchange Party. Notwithstanding the foregoing in this Section 3.5, the Tax‑Free Exchange shall not diminish Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not rights, nor increase the costsPurchaser’s liabilities or obligations, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement. SELLER SHALL PAY FOR ALL FEES, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereofCOSTS AND EXPENSES IN CONNECTION WITH THE TAX‑FREE EXCHANGE, AND SHALL INDEMNIFY AND HOLD HARMLESS THE PURCHASER INDEMNITEES IN ACCORDANCE WITH ARTICLE XV FROM AND AGAINST ANY INDEMNIFICATION LOSS INCURRED BY ANY PURCHASER INDEMNITEE ARISING FROM OR IN CONNECTION WITH PURCHASER’S COOPERATING WITH SELLER’S TAX FREE EXCHANGE.
Appears in 1 contract
Like-Kind Exchange. Seller and Purchaser hereby agree Notwithstanding anything in this Agreement to the contrary, it is understood between the parties that this it is Xxxxxx's intent to exchange some portion or all of the proceeds from the sale of the Property to Buyer for other properties of like kind in a manner which will cause such transaction may be completed to qualify as a like-like kind exchange under the provisions of Section 1031 of the Internal Revenue Code of 1986 as amended, and that each party will assist in completing Seller would not enter into this Agreement but for the sale as a like-contemplated like kind exchange. As a like-If the Seller is unable to close on the like kind exchangereplacement properties at the time of the purchase hereunder, Seller and Purchaser agree that Purchaser, then the Buyer agrees to cooperate with Xxxxxx in lieu of structuring the purchase of the Assets from Seller for the consideration provided hereinProperty as a like kind exchange, whether simultaneous or deferred. The Buyer’s cooperation shall have the right at any time prior be limited to Closing to assign all or paying a portion or all of its rights the proceeds into an escrow account until the Seller can identify and contract for like kind replacement properties. Seller acknowledges that Xxxxx's sole obligation under this Agreement paragraph shall be to cooperate with Seller at no additional cost, expense, obligation or liability to Buyer in accommodating Seller's intent to effect a Qualified Intermediary (as like kind exchange. Seller further acknowledges that term is defined in Section 1.1031(k)-1(g)(4)(v) Xxxxx has made no representations or warranties concerning the tax consequences or effect of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Procexchange contemplated hereunder. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party Xxxxxx agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, indemnify and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party hold Buyer harmless from any of their respective liabilities and obligations to each other under loss, cost, damage or expense not otherwise contemplated in this Agreement, incurred by Buyer by reason of Buyer's cooperation with Seller in coordinating the like kind exchange contemplated hereunder. IF THIS INSTRUMENT IS NOT EXECUTED BY THE SELLER, ON OR BEFORE JULY 16, 2021 BUYER SHALL BE UNDER NO OBLIGATION TO ACCEPT THIS INSTRUMENT. XXXXX’S EXECUTION OF THIS INSTRUMENT IS SUBJECT TO APPROVAL BY THE BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FLORIDA. THE EXERCISE OF THE OPTION PROVIDED FOR HEREIN IS SUBJECT TO: (1) CONFIRMATION THAT THE PURCHASE PRICE IS NOT IN EXCESS OF THE DSL APPROVED VALUE OF THE PROPERTY, AND (2) DSL APPROVAL OF ALL DOCUMENTS TO BE FURNISHED HEREUNDER. THE STATE OF FLORIDA'S PERFORMANCE AND OBLIGATION TO PAY UNDER THIS AGREEMENT IS CONTINGENT UPON AN ANNUAL APPROPRIATION BY THE LEGISLATURE AND UPON THE FUNDING OF THE APPROPRIATION THROUGH THE ISSUANCE OF FLORIDA FOREVER REVENUE BONDS BY THE STATE OF FLORIDA OR OTHER FUNDING AS PROVIDED BY THE LEGISLATURE. THIS IS INTENDED TO BE A LEGALLY BINDING AGREEMENT WHEN DULY EXECUTED. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING. BUYER BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FLORIDA BY DIVISION OF STATE LANDS OF THE FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION BY: Witness as to Buyer NAME: Xxxxxx XxXxxxx AS ITS: Director, Division of State Lands Witness as to Buyer Date signed by Buyer Approved as to Form and that neither party represents Legality By: Date: STATE OF FLORIDA COUNTY OF XXXX The foregoing instrument was acknowledged before me by means of [_] physical presence or [_] online notarization this day of , 20 by Xxxxxx XxXxxxx, Director, Division of State Lands, the State of Florida Department of Environmental Protection, as agent for and on behalf of the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida. She is personally known to me. (NOTARY PUBLIC SEAL) Notary Public (Printed, Typed or Stamped Name of Notary Public) Commission No.: My Commission Expires: EXHIBIT “A” LEGAL DESCRIPTION OF PROPERTY EXHIBIT “A” LEGAL DESCRIPTION OF PROPERTY Project Name: Xxxxxx Flatwoods FF This instrument prepared by and returned to: Xxxxx XxXxxxxx Division of State Lands 0000 Xxxxxxxxxxxx Xxxx., Mail Station 115 Tallahassee, FL 32399-3000 DEED OF CONSERVATION EASEMENT THIS GRANT OF CONSERVATION EASEMENT is made this day of , 20 , by Walco Leasing, LLC, a Florida limited liability company, whose address is 0000 Xxxxxxxxx Xxxxxx, Fort Xxxxx, Florida 33901 ("Grantor"), in favor of the other that any particular tax treatment will be given to either party as a result thereofBOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FLORIDA ("Trustees"), whose address is Florida Department of Environmental Protection (“DEP”), Division of State Lands, 0000 Xxxxxxxxxxxx Xxxx., Xxxx Xxxxxxx 000, Xxxxxxxxxxx, Xxxxxxx 00000-0000, ("Grantee").
Appears in 1 contract
Samples: Agreement
Like-Kind Exchange. Seller and Purchaser hereby agree that this transaction may be completed will consummate the purchase of the Property as part of a so-called like-kind exchange (the "Exchange") pursuant to ss.1031 of the Internal Revenue Code of 1986, as amended, provided that (1) Purchaser shall provide all material information relating to the parties and that each party will assist in completing properties to the sale as a like-kind exchange. As a like-kind exchangeExchange no later than two days before Closing; (2) all costs, Seller fees, and expenses attendant to the Exchange shall be the sole responsibility of Purchaser, and Purchaser agree that Purchasershall indemnify and hold harmless Seller from and against any such costs, in lieu fees, and expenses; (3) the Closing shall not be delayed or affected by reason of the purchase Exchange nor shall the consummation or accomplishment of the Assets Exchange be a condition precedent or condition subsequent to Purchaser's obligations and covenants under this Agreement; and (4) Seller shall not be required to acquire or hold title to any real property other than the Land and Improvements for purposes of consummating the Exchange. Purchaser agrees to defend, indemnify and hold Seller harmless from any liability, damages, or costs, including (without limitation) reasonable attorneys' fees, that may result from Seller's acquiescence to the Exchange. Seller for shall not, by this Agreement or acquiescence to the consideration provided hereinExchange, shall (a) have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement Agreement, including (without limitation) those that survive Closing, affected or diminished in any manner or (b) be responsible for compliance with or be deemed to a Qualified Intermediary (as have warranted to Purchaser that term is defined the Exchange in Section 1.1031(k)-1(g)(4)(v) fact complies with ss.1031 of the Treasury Regulations) or an Exchange Accommodation Titleholder (Internal Revenue Code of 1986, as that term is defined in Rev. Procamended. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the The terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Section shall survive Closing. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] SELLER'S SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT BETWEEN LASALLE BANK NATIONAL ASSOCIATION, and (iv) at ClosingAS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costsCOMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation TitleholderSERIES 2002-CP3, shall not release either party from any of their respective liabilities and obligations to each other under this AgreementAS SELLER AND MARK D. ZIMMERMAN, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereofAS QUALIFXXX XXXXXXXX XXXXMMODATOR FOR MONTGOMERY REALTY GROUP INC., AS PURCHASER
Appears in 1 contract
Samples: Purchase and Sale Agreement (Montgomery Realty Group Inc)
