Property Exchange. In the event Purchaser desires to designate the Property as replacement property, in an exchange under Section 1031 of the Internal Revenue Code, for any property which Purchaser has owned or currently owns (the "Relinquished Property"), Seller will cooperate with Purchaser (at no cost, expense, liability or potential liability to Seller) in effecting such an exchange in compliance with the Internal Revenue Code and applicable treasury regulations, including the assignment of this Agreement, if necessary. Seller will not be responsible for the tax consequences to Purchaser of the transactions contemplated under this Agreement or under the agreement to sell the Relinquished Property. Seller will not be required to accept title to the Relinquished Property and will have no obligations whatsoever to the owner of the Relinquished Property. Under no circumstances will Purchaser be relieved of any of its obligations under this Agreement as a result of the contemplated exchange. Purchaser shall defend, indemnify and hold Seller and any Affiliates or Seller harmless from any and all liability, cost and expense (including, without limitation, reasonable attorneys' fees, court costs and costs of appeal) suffered or incurred by Seller or Affiliates of Seller in connection with any such exchange.
Property Exchange. Each party agrees to cooperate with the other in an IRC section 1031 property exchange in connection with this sale as long as in doing so it incurs no additional liability or expense and is not required to hold title to any other property, the Closing Date is not affected and the entire amount owed to Seller hereunder is paid in the manner stated in this Agreement. Neither party will have any responsibility for the ultimate characterization of this transaction for the other party’s tax purposes, and this sale is not conditioned upon and may not be rescinded as a result of that characterization or either party’s ability to effect an exchange.
Property Exchange. Pursuant to Article 13 Property Exchange of the PSA and that certain letter from Amoco to HS dated December 10, 1997, designating the Amoco Exchange Properties, the parties have agreed to exchange certain properties. At Closing of the exchange transaction contemplated thereby, Amoco shall convey to HS (as nominee for its wholly owned subsidiary HSRTW, Inc.) all the Amoco Exchange Properties and HS (through HSRTW, Inc.) shall convey all the HS Exchange Properties as to which preferential purchase rights of third parties are inapplicable, have lapsed or have been waived.
Property Exchange the exchange between Holdings and Prima of certain Property of Holdings and Prima such that immediately following such exchange and any conveyances associated therewith, and immediately prior to the Funding Date, Holdings shall own the Property specified on Schedule 3.31(a)-1, Schedule 3.31(a)-2 and Schedule 3.31(a)-3 (as Schedule 3.31(a)-3 may be updated on the Funding Date) and Prima shall own the Property specified on Schedule 1.1(b) and any related Property.
Property Exchange. Seller and Buyer agree that it may be beneficial to structure a portion of the transaction contained in this Agreement as a like-kind exchange of properties under Section 1031 of the Internal Revenue Code of 1986, as amended. Accordingly, under the terms and conditions set forth in this Agreement (as modified, clarified or limited in this Article 13):
(a) Seller agrees to assign and convey to Buyer at Closing, all of Seller's right, title and interests in and to the Amoco Exchange Properties (as hereinafter defined), effective as of the Effective Time, and Buyer agrees to accept the Amoco Exchange Properties at Closing, effective as of the Effective Time, and (b) Buyer agrees to assign and convey to Seller at Closing, all of Buyer's right, title and interests in and to the HS Exchange Properties (as hereinafter defined), effective as of the Effective Time, and Seller agrees to accept the HS Exchange Properties at Closing, effective as of the Effective Time. Seller and Buyer agree that the aggregate fair market values of the real property portions of the HS Exchange Properties and Amoco Exchange Properties are equal, and that the aggregate fair market values of the personal property portions of the HS Exchange Properties and Amoco Exchange Properties are equal.
Property Exchange. This Agreement and the Separate Agreement which is attached hereto, are intended to be Exchange Properties pursuant to Internal Revenue Code § 1031. The parties agree that they will shall perform all necessary acts and that they will shall 201 202 203 11. 204 205 206 207 208 209 210 211 12. 212 213 214 215 216 217 218 219 220 221 13. 222 223 224 225 226 14. 227 228 229 230 231 232 233 234 235 15. 236 237 238 239 240 241 242 243 16. 244 245 17. 246 247 248 249 18. 250 251 252 execute all necessary documents to effectuate an Exchange of Properties under said Section. The parties anticipate that 253 the closings upon the properties which are the subject of this Agreement and the attached Agreement will shall be 254 simultaneous.
Property Exchange. A. The City owns certain property adjacent to the Subject Property. Such City-owned property consists of 5,055.07 SF and is more particularly described by Exhibit “L” hereto.
B. Icon Residential has designated a portion of the Subject Property, consisting of a total of 5,057 SF, for conveyance to the City in exchange for the property identified in subsection A of this Section. A legal description of such property, is attached hereto as Exhibit “M”.
C. The parties agree to exchange the property identified in subsection A and the property identified in subsection B. Such conveyances shall be made by quitclaim deeds. Further details concerning this exchange are set forth in Section 12 below.
Property Exchange. 23 This Agreement and the Separate Agreement which is attached hereto, are intended to be Exchange Properties pursuant 24 to Internal Revenue Code § 1031. The parties agree that they will perform all necessary acts and that they will execute 25 all necessary documents to effectuate an Exchange of Properties under said Section. The parties anticipate that the 26 closings upon the properties which are the subject of this Agreement and the attached Agreement will be simultaneous.
Property Exchange. The Parties hereby agree to an exchange of property whereby CITY will transfer the City Property to DIXIE and XXXXX will transfer the Dixie Property to CITY pursuant to the terms and conditions of this Agreement.
Property Exchange. The Property may be intended by Purchaser to constitute replacement property, in an exchange under Section 1031 of the Internal Revenue Code, for certain property which Purchaser currently owns (the "Relinquished Property"). Seller will cooperate with Purchaser (at no cost to Seller) in effecting such an exchange in compliance with the Internal Revenue Code and applicable treasury regulations, including the assignment of this Agreement, if necessary. Seller will not be responsible for the tax consequences to Purchaser of the transactions contemplated under this Agreement and under the agreement to sell the Relinquished Property. Seller will not be required to accept title to the Relinquished Property and will have no obligations whatsoever to the owner of the Relinquished Property. Under no circumstances will Purchaser be relieved of any of its obligations under this Agreement as a result of the contemplated exchange. Purchaser shall defend, indemnify and hold Seller and any Affiliates of Seller harmless from any and all liability, cost and expense (including, without limitation, reasonable attorney's fees, court costs and costs of appeal) suffered or incurred by Seller or Affiliates of Seller in connection with the contemplated exchange.
