Common use of Qualified Intermediary Clause in Contracts

Qualified Intermediary. Sellers 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, Sellers and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Sellers for the cash 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 Treasury Regulation Section 1.1031(k)-1(g)(4)(v)) 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, Sellers shall have the right at any time prior to Closing to assign all or a portion of their rights under this Agreement to a Qualified Intermediary for the same purpose. In the event any Party assigns its rights under this Agreement pursuant to this Section 2.5, such Party agrees to notify the other Parties in writing of such assignment at or before Closing. If Sellers assign their rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Sellers’ assignment of their rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the Purchase Price (as may be adjusted under the terms of this Agreement) for 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, Sellers agree to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, (ii) accept the Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the qualified escrow or qualified trust account at Closing, and (iii) at Closing, convey and assign directly to Purchaser the Assets that are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Sellers 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, 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.

Qualified Intermediary. Sellers Seller and Purchaser hereby agree that this transaction or any portion thereof 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, Sellers Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets Oil & Gas Interests from Sellers Seller for the cash 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 Treasury Regulation Section 1.1031(k)-1(g)(4)(v)) of the U.S Internal Revenue Service Treasury Regulations) 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 of 1986, as amended. Likewise, Sellers Seller shall have the right at any time prior to Closing to assign all or a portion of their its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event any either Party assigns its rights under this Agreement pursuant to this Section 2.52.6, such Party agrees to notify the other Parties Party in writing of such assignment at or before Closing. If Sellers assign their Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Sellers’ Seller’s assignment of their its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets Oil & Gas Interests 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, Sellers agree Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, (ii) accept the Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets Oil & Gas Interests from the qualified escrow or qualified trust account at Closing, and (iii) at Closing, convey and assign directly to Purchaser the Assets that Oil & Gas Interests which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Sellers 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, Intermediary 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. Seller shall defend, indemnify and hold Purchaser and its affiliates harmless from and against all claims, expenses (including reasonable attorney’s fees), loss and liability resulting from Purchaser’s participation, at Seller’s request, in any exchange undertaken pursuant to this Section 2.5, except where due to Purchaser’s acts or omissions inconsistent with its obligations under this Section 2.5.

Qualified Intermediary. Sellers 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, Sellers Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Sellers Seller for the cash 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 (designated qualified intermediary as that term is defined in Treasury Regulation Section 1.1031(k)-1(g)(4)(v)) (a “Qualified Intermediary”) 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, Sellers Seller shall have the right at any time prior to Closing to assign all or a portion of their its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event any Party assigns its rights under this Agreement pursuant to this Section 2.52.6, such Party agrees to notify the other Parties in writing of such assignment at or before Closing. If Sellers assign their Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Sellers’ Seller’s assignment of their its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the Final Purchase Price (as may be adjusted under the terms of this Agreement) for 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, Sellers agree Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, (ii) accept the Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the qualified escrow or qualified trust account at Closing, and (iii) at Closing, convey and assign directly to Purchaser the Assets that are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Sellers 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, 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 Tax treatment will be given to either Party as a result thereof.

Qualified Intermediary. Sellers Each Seller and each Purchaser hereby agree that this transaction may be completed as a like-kind exchange and that each Party will assist in completing the sale transaction as a like-kind exchange. As a like-kind exchange, Sellers Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Sellers Seller for the cash 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 Treasury Regulation Section 1.1031(k)-1(g)(4)(v)) or 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, Sellers Seller shall have the right at any time prior to Closing to assign all or a portion of their rights under this Agreement to a Qualified Intermediary for the same purpose. In the event any Party assigns its rights under this Agreement pursuant to this Section 2.5, such Party agrees to notify the other Parties Party in writing of such assignment at or before Closing. If Sellers assign their Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Sellers’ Seller’s assignment of their rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the Purchase Price cash portion of the consideration payable pursuant to Section 2.3 (as may be adjusted under the terms of this Agreement) for 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, Sellers agree Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, (ii) accept the Purchase Price cash portion of the consideration payable pursuant to Section 2.3 (as may be adjusted under the terms of this Agreement) for the Assets from the qualified escrow or qualified trust account at Closing, and (iii) at Closing, convey and assign directly to Purchaser or the Qualified Intermediary as instructed by Purchaser in writing, the Assets that are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Sellers Seller and Purchaser acknowledge and agree that any assignment of this Agreement 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, 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.

Qualified Intermediary. Sellers The Parent desires and Purchaser hereby agree that intends to effect the transfers of the WCCC/WBOQ Assets held by the Surviving Corporation, pursuant to this transaction may be completed Agreement as a part of an exchange of like-kind exchange and that each Party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Sellers and Purchaser agree that Purchaser, in lieu properties under Section 1031 of the purchase Code (the "1031 Exchange"). To facilitate the completion of the Assets from Sellers for 1031 Exchange, the cash consideration provided herein, shall have the right at any time prior to Closing to Surviving Corporation may assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Treasury Regulation Section 1.1031(k)-1(g)(4)(v)) in order its rights with respect 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 transfer of the CodeWCCC/WBOQ Assets, and its rights to receive the Asset Purchase Price, as adjusted, transferred by the WCCC/WBOQ Buyer. LikewiseThe parties hereto agree to cooperate with any other party to complete the 1031 Exchange; provided, Sellers however that (i) the WCCC/WBOQ Buyer shall have not assume responsibility for the right at tax consequences to the Surviving Corporation or the Parent arising out of the 1031 Exchange; (ii) any time prior to Closing to assign all or a portion of their rights under this Agreement assignment(s) by the Surviving Corporation to a Qualified Intermediary for shall not limit or modify any obligations or liabilities of the same purpose. In assigning party, and, notwithstanding any such assignment(s), the event any Party assigns its rights under this Agreement pursuant Surviving Corporation shall remain directly and primarily bound by all conditions, representations, warranties and covenants contained herein and all remedies related thereto; (iii) title to this Section 2.5, such Party agrees the WCCC/WBOQ Assets shall be delivered by the Surviving Corporation directly to notify the other Parties in writing of such assignment at or before Closing. If Sellers assign their rights under this Agreement for this purpose, Purchaser agrees to WCCC/WBOQ Buyer; (iiv) consent to Sellers’ assignment of their rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay not the Purchase Price (as may WCCC/WBOQ Buyer, shall be adjusted under the terms of this Agreement) solely responsible for 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, Sellers agree all actions necessary to (i) consent acquire and transfer any replacement property not being acquired pursuant to Purchaser’s assignment of its rights in this Agreement in connection with the form reasonably requested by 1031 Exchange; (v) the 1031 Exchange shall be consummated only if it can be consummated on what would otherwise be the Closing Date and shall not be consummated if doing so would delay the Closing (whether because of the need for governmental consents involving the Qualified Intermediary, (ii) accept the Purchase Price (as may be adjusted under the terms of this Agreement) Intermediary or for the Assets from the qualified escrow or qualified trust account at Closing, any other reason whatsoever); and (iiivi) at Closingthe Parent shall indemnify the Stockholders against any loss, convey and assign directly to Purchaser the Assets that are the subject of this Agreement upon satisfaction cost or damage sustained by them arising out of the other conditions to Closing and other terms and conditions hereof. Sellers 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, 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 thereof1031 Exchange.