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of this transaction for the other party’s tax purposes, and this sale is not conditioned upon and may not be rescinded as a result of that characterization or either party’s ability to effect an exchange.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. 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. 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. 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 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 Original Funding Date, Holdings owns the Property specified on Schedule 3.31(a)-1, Schedule 3.31(a)-2 and Schedule 3.31(a)-3 and Prima owns the Property specified on Schedule 1.1(b) and any related Property.
Property Exchange. Within twenty (20) calendar days after the closing of the purchase of the Xxxxxx Property pursuant to Section 2.1 (or such longer period as the County Administrator may approve in writing) and, provided that the County has authorized the exchange pursuant to Section 125.37, Florida Statutes, the City shall transfer the Xxxxxx Property to the County in exchange for the WLP Property, as a like acre-for-acre replacement of the WLP Property. The County shall be solely responsible for all taxes, recording fees, or other reasonable out-of-pocket expenses incurred in connection with the transactions. The City hereby approves the warranty deed in the form attached as Exhibit D and authorizes its Mayor and City Manager to execute a warranty deed in the form attached as Exhibit D and all closing documents necessary to effectuate the City’s transfer of the Xxxxxx Property to the County and the County’s transfer of the WLP Property to the City. The City acknowledges that the County will transfer the WLP Property through a quitclaim deed evidencing the transfer pursuant to the terms of this Agreement.
Property Exchange. (a) If within five (5) years after the Effective Date, the County approves the Pending Rezoning, or another rezoning of the DTC Project (including the CFC Parcel) that permits the elimination of the extension of Century Boulevard over the CFC Parcel as shown on Exhibit D, the CFC Parcel(s) Owner shall have the right, by delivering notice to the DTC Parcel(s) Owner who owns the part of the Option 1 Parcel (as shown on Exhibit D) not included in the Option 2 Parcel (the “DTC Parcel 1 Owner”) within sixty (60) days after such approval becomes final (with time being of the essence), to require the DTC Parcel 1 Owner to join with the CFC Parcel(s) Owner in effecting the boundary line adjustment and the exchange transactions described in Section 5(b) below. The DTC Parcel 1 Owner agrees to give the CFC Parcel(s) Owner written notice of the approval of such a rezoning and the commencement of the sixty (60) day period.
(b) If the CFC Parcel(s) Owner timely delivers to the DTC Parcel 1 Owner the notice referred to in Section 5(a) above, the CFC Parcel Owner at its sole cost and expense, shall promptly cause its civil engineers to prepare a boundary line adjustment plat that, when approved by the County, will permit the DTC Parcel 1 Owner to convey the part of the Option 1 Parcel (as shown on Exhibit D) not included in the Option 2 Parcel to the CFC Parcel Owner and will permit the CFC Parcel Owner to convey the part of the Option 2 Parcel (as shown on Exhibit D) not included in the Option 1 Parcel to the _______________________ Continued from previous page DTC Parcel 1 Owner so that, immediately after the exchange, the CFC Parcel(s) Owner will be the sole owner of the Option 1 Parcel and the DTC Parcel 1 Owner will be the sole owner of that portion of the Option 2 Parcel that, on the Effective Date, is not a part of the Option 1 Parcel. The DTC Parcel 1 Owner shall have the right to approve the boundary line adjustment plat, but agrees that its approval will not be unreasonably withheld, delayed or conditioned. Promptly after the boundary line adjustment plat (in the form approved by the DTC Parcel 1 Owner) is approved by the County, the DTC Parcel 1 Owner and the CFC Parcel(s) Owner shall complete the exchange by the delivery of special warranty deeds. Each party (the “Grantor”) shall transfer and convey to the other party (the “Grantee) good and marketable title to the land to be conveyed by the Grantor, free and clear of all liens, encumbrances, easements, right...
Property Exchange. 1.1 Winterset agrees to convey and Flowery Branch agrees to accept the Winterset Parcel which contains those certain tracts or parcels of land more particularly described and shown on Exhibit A, which is attached hereto and incorporated herein by reference.
1.2 Flowery Branch agrees to convey and Winterset agrees to accept the Flowery Branch parcel which contains that certain tract or parcel of land more particularly described and shown on Exhibit B, which is attached hereto and incorporated herein by reference.
Property Exchange. 1.1 Xxxxxx shall convey the Xxxx Property to District via warranty deed free of any and liens and encumbrances.
1.2 District shall convey the Nephi Property to Xxxxxx via warranty deed free of any and liens and encumbrances. .
1.3 The Xxxx Property is undeveloped, located outside of the Xxxx City limits, and currently does not have access to city utilities. The Xxxx Property does not have any water shares or water rights.
1.4 The Nephi Property is located within Nephi City boundaries and has access to city utilities upon the payment to the city of all applicable fees.
1.5 The parties agree the Xxxx Property has a value equal to or greater than the value of the Nephi Property. In the event the Xxxx Property’s value is greater than the value of the Nephi Property, then the difference in value will be a donation from Xxxxxx to District.
1.6 The exchange of the Xxxx Property for the Nephi Property and the other terms outlined in this Agreement constitute sufficient and full consideration for each party conveying the respective parcel of property.
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.
