Common use of Reg Clause in Contracts

Reg. 1.1031(k)-1(g)(4) on or before the date of Closing. Upon written notice from either party (a “Requesting Party”) to the other, the party to whom such notice is given (the “Other Party”) agrees to cooperate with the Requesting Party to effect one or more like-kind exchanges with respect to the Property, provided that such cooperation will be subject to the following conditions: (a) such exchange may not delay the Closing and will occur either simultaneously with the Closing or the purchase money proceeds payable to Seller must be paid, upon Seller’s prior written direction to Purchaser, to a third party escrow agent or intermediary such that Purchaser is not required to participate in any subsequent closing, (b) the Other Party will not be obligated to spend any sums or incur any expenses in excess of the sums and expenses which would have been spent or incurred by the Other Party if there had been no exchange, (c) Purchaser will not be obligated to acquire or accept title to any property other than the Property, and (d) Seller will not be obligated to acquire or accept title to any property. The Other Party makes no representation or warranty that the conveyance of the Property or any property made pursuant to this Section 12.12 will qualify for a like-kind exchange. Once Purchaser has paid the purchase money proceeds as directed by Seller, or Seller has conveyed the Property as directed by Purchaser, it will have no further obligation hereunder with respect to such “like-kind” exchange. The Requesting Party hereby indemnifies and holds the Other Party harmless from and against any costs, liabilities and expenses incurred or suffered by the Other Party in connection with the “like-kind” exchange or exchanges described herein with respect to the Property, which indemnity will survive the Closing until the expiration of any applicable statute of limitations.

Reg. 1.1031(k)-1(g)(4) on or before the date of Closing. Upon written notice from either any party (a “Requesting Party”) to the other, the party to whom such notice is given (the “Other Party”) agrees to cooperate with the such Requesting Party to effect one or more like-kind exchanges with respect to either or both of the PropertyProperties, provided that such cooperation will shall be subject to the following conditions: (a) such exchange may shall not delay the Closing and will shall occur either simultaneously with the Closing or the purchase money proceeds payable to such Seller must shall be paid, upon such Seller’s prior written direction to Purchaser, to a third party escrow agent or intermediary such that Purchaser is shall not be required to participate in any subsequent closing, (b) the Other Party will shall not be obligated to spend any sums or incur any expenses in excess of the sums and expenses which would have been spent or incurred by the Other Party if there had been no exchange, and (c) Purchaser will shall not be obligated to acquire or accept title to any property other than the PropertyProperties, and (d) Seller will Sellers shall not be obligated to acquire or accept title to any property. The Other Party makes no representation or warranty that the conveyance of the any Property or any property made pursuant to this Section 12.12 will 12.11 shall qualify for a like-kind exchange. Once Purchaser has paid the purchase money proceeds as directed by SellerSellers (if either Seller is the Requesting Party), or such Seller has conveyed the Property of such Seller as directed by PurchaserPurchaser (if Purchaser is the Requesting Party), it will the Other Party shall have no further obligation hereunder with respect to such “like-kind” exchange. The Each Requesting Party hereby indemnifies and holds the Other Party harmless from and against any costs, liabilities and expenses incurred or suffered by the Other Party in connection with the “like-kind” exchange or exchanges described herein with respect to the PropertyProperties, which indemnity will shall survive the Closing until the expiration of any applicable statute of limitations.

Reg. 1.1031(k)-1(g)(4) on or before the date of Closing. Upon written notice from either any party (a “"Requesting Party”") to the other, the party to whom such notice is given (the “"Other Party”") agrees to cooperate with the such Requesting Party to effect one or more like-kind exchanges with respect to the Property, provided that such cooperation will shall be subject to the following conditions: (a) such exchange may shall not delay the Closing and will shall occur either simultaneously with the Closing or the purchase money proceeds payable to Seller must shall be paid, upon Seller’s 's prior written direction to Purchaser, to a third party escrow agent or intermediary such that Purchaser is shall not be required to participate in any subsequent closing, (b) the Other Party will shall not be obligated to spend any sums or incur any expenses in excess of the sums and expenses which would have been spent or incurred by the Other Party if there had been no exchange, and (c) Purchaser will shall not be obligated to acquire or accept title to any property other than the Property, and (d) Seller will not be obligated to acquire or accept title to any property. The Other Party makes no representation or warranty that the conveyance of the Property or any property made pursuant by Seller to this Section 12.12 will Purchaser shall qualify for a like-kind exchange. Once Purchaser has paid the purchase money proceeds as directed by Seller, or Seller has conveyed the Property as directed by Purchaser, it will shall have no further obligation hereunder with respect to such “"like-kind” " exchange. The Each Requesting Party hereby indemnifies and holds the Other Party harmless from and against any costs, liabilities and expenses incurred or suffered by the Other Party in connection with the “"like-kind” " exchange or exchanges described herein with respect to the Property, which indemnity will shall survive the Closing until the expiration of any applicable statute of limitations.

Reg. 1.1031(k)-1(g)(4) on or before the date of Closing. Upon written notice from either any party (a “Requesting Party”) to the other, the party to whom such notice is given (the “Other Party”) agrees to cooperate with the such Requesting Party to effect one or more like-kind exchanges with respect to the Property, provided that such cooperation will shall be subject to the following conditions: (a) such exchange may shall not delay the Closing and will shall occur either simultaneously with the Closing or the purchase money proceeds payable to Seller must shall be paid, upon Seller’s prior written direction to Purchaser, to a third party escrow agent or intermediary such that Purchaser is shall not be required to participate in any subsequent closing, ; (b) such exchange shall not excuse the Requesting Party from any of its liabilities and obligations under this Agreement or otherwise impair in any fashion the rights of the Other Party under this Agreement; (c) the Other Party will shall not be obligated to spend any sums or incur any expenses in excess of the sums and expenses which would have been spent or incurred by the Other Party if there had been no exchange, ; and (cd) Purchaser will shall not be obligated to acquire or accept title to any property other than the Property, and (d) Seller will shall not be obligated to acquire or accept title to any property. The Other Party makes no representation or warranty that the conveyance of the Property or any property made pursuant to this Section 12.12 will 12.10 shall qualify for a like-kind exchange. Once Purchaser has paid the purchase money proceeds as directed by SellerSeller (if Seller is the Requesting Party), or Seller has conveyed the Property as directed by PurchaserPurchaser (if Purchaser is the Requesting Party), it will the Other Party shall have no further obligation hereunder with respect to such “like-kind” exchange. The Each Requesting Party hereby indemnifies and holds the Other Party harmless from and against any costs, liabilities and expenses incurred or suffered by the Other Party in connection with the “like-kind” exchange or exchanges described herein with respect to the Property, which indemnity will shall survive the Closing until the expiration of any applicable statute of limitations.

Reg. 1.1031(k)-1(g)(4) on or before the date of Closing. Upon written notice from either any party (a “Requesting Party”) to the other, the party to whom such notice is given (the “Other Party”) agrees to cooperate with the such Requesting Party to effect one or more like-kind exchanges with respect to the Property, provided that such cooperation will shall be subject to the following conditions: (a) such exchange may shall not delay the Closing and will shall occur either simultaneously with the Closing or the purchase money proceeds payable to Seller must shall be paid, upon Seller’s prior written direction to Purchaser, to a third party escrow agent or intermediary such that Purchaser is shall not be required to participate in any subsequent closing, (b) the Other Party will Purchaser shall not be obligated to spend any sums or incur any expenses in excess of the sums and expenses which would have been spent or incurred by the Other Party Purchaser if there had been no exchange, and (c) Purchaser will shall not be obligated to acquire or accept title to any property other than the Property, and (d) Seller will not be obligated to acquire or accept title to any property. The Other Party Purchaser makes no representation or warranty that the conveyance of the Property or any property made pursuant by Seller to this Section 12.12 will Purchaser shall qualify for a like-kind exchange. Once Purchaser has paid the purchase money proceeds as directed by Seller, or Seller has conveyed the Property as directed by Purchaser, it will shall have no further obligation hereunder with respect to such “like-kind” exchange. The Requesting Party Seller, as the owner of the Property which is the subject of a “like-kind” exchange as described herein, hereby indemnifies and holds the Other Party Purchaser harmless from and against any costs, liabilities and expenses incurred or suffered by the Other Party Purchaser in connection with the “like-kind” exchange or exchanges described herein with respect to the Property, which indemnity will shall survive the Closing until the expiration of any applicable statute of limitations.

Reg. 1.1031(k)-1(g)(4) on or before the date of Closing. Upon written notice from either any party (a “Requesting Party”) to the other, the party to whom such notice is given (the “Other Party”) agrees to cooperate with the such Requesting Party to effect one or more like-kind exchanges with respect to the Property, provided that such cooperation will shall be subject to the following conditions: (a) such exchange may shall not delay the Closing and will shall occur either simultaneously with the Closing or the purchase money proceeds payable to Seller must shall be paid, upon Seller’s prior written direction to Purchaser, to a third party escrow agent or intermediary such that Purchaser is shall not be required to participate in any PURCHASE AND SALE AGREEMENT CH2M HILL GAINESVILLE, FLORIDA 32 subsequent closing, (b) the Other Party will shall not be obligated to spend any sums or incur any expenses in excess of the sums and expenses which would have been spent or incurred by the Other Party if there had been no exchange, and (c) Purchaser will shall not be obligated to acquire or accept title to any property other than the Property, and (d) Seller will shall not be obligated to acquire or accept title to any property. The Other Party makes no representation or warranty that the conveyance of the Property or any property made pursuant to this Section 12.12 will 12.11 shall qualify for a like-kind exchange. Once Purchaser has paid the purchase money proceeds as directed by SellerSeller (if Seller is the Requesting Party), or Seller has conveyed the Property as directed by PurchaserPurchaser (if Purchaser is the Requesting Party), it will the Other Party shall have no further obligation hereunder with respect to such “like-kind” exchange. The Each Requesting Party hereby indemnifies and holds the Other Party harmless from and against any costs, liabilities and expenses incurred or suffered by the Other Party in connection with the “like-kind” exchange or exchanges described herein with respect to the Property, which indemnity will shall survive the Closing until the expiration of any applicable statute of limitations.

Reg. 1.1031(k)-1(g)(4) on or before the date of Closing. Upon written notice from either any party (a “Requesting Party”) to the other, the party to whom such notice is given (the “Other Party”) agrees to cooperate with the such Requesting Party to effect one or more like-kind exchanges with respect to the Property, provided that such cooperation will shall be subject to the following conditions: (a) such exchange may shall not delay the Closing and will shall occur either simultaneously with the Closing or the purchase money proceeds payable to Seller must shall be paid, upon Seller’s prior written direction to Purchaser, to a third party escrow agent or intermediary such that Purchaser is shall not be required to participate in any subsequent closing, (b) the Other Party will shall not be obligated to spend any sums or incur any expenses in excess of the sums and expenses which would have been spent or incurred by the Other Party if there had been no exchange, and (c) Purchaser will shall not be obligated to acquire or accept title to any property other than the Property, and (d) Seller will shall not be obligated to acquire or accept title to any property. The Other Party makes no representation or warranty that the conveyance of the Property or any property made pursuant to this Section 12.12 will 12.10 shall qualify for a like-kind exchange. Once Purchaser has paid the purchase money proceeds as directed by SellerSeller (if Seller is the Requesting Party), or Seller has conveyed the Property as directed by PurchaserPurchaser (if Purchaser is the Requesting Party), it will the Other Party shall have no further obligation hereunder with respect to such “like-kind” exchange. The Each Requesting Party hereby indemnifies and holds the Other Party harmless from and against any costs, liabilities and expenses incurred or suffered by the Other Party in connection with the “like-kind” exchange or exchanges described herein with respect to the Property, which indemnity will shall survive the Closing until the expiration of any applicable statute of limitations.

Reg. 1.1031(k)-1(g)(4) on or before the date of Closing. Upon written notice from either any party (a “Requesting Party”) to the other, the party to whom such notice is given (the “Other Party”) agrees to cooperate with the such Requesting Party to effect one or more like-kind exchanges with respect to the Property, provided that such cooperation will shall be subject to the following conditions: (a) such exchange may shall not delay the Closing and will shall occur either simultaneously with the Closing or the purchase money proceeds payable to Seller must shall be paid, upon Seller’s prior written direction to Purchaser, to a third party escrow agent or intermediary such that Purchaser is shall not be required to participate in any subsequent closing, (b) the Other Party will shall not be obligated to spend any sums or incur any expenses in excess of the sums and expenses which would have been spent or incurred by the Other Party if there had been no exchange, and (c) Purchaser will shall not be obligated to acquire or accept title to any property other than the Property, and (d) Seller will shall not be obligated to acquire or accept title to any property. The Other Party makes no representation or warranty that the conveyance of the Property or any property made pursuant to this Section 12.12 will 12.11 shall qualify for a like-kind exchange. Once Purchaser has paid the purchase money proceeds as directed by SellerSeller (if Seller is the Requesting Party), or Seller has conveyed the Property as directed by PurchaserPurchaser (if Purchaser is the Requesting Party), it will the Other Party shall have no further obligation hereunder with respect to such “like-kind” exchange. The Each Requesting Party hereby indemnifies and holds the Other Party harmless from and against any costs, liabilities and expenses incurred or suffered by the Other Party in connection with the “like-kind” exchange or exchanges described herein with respect to the Property, which indemnity will shall survive the Closing until the expiration of any applicable statute of limitations.

Reg. 1.1031(k)-1(g)(4) on or before the date of Closing. Upon written notice from either any party (a “"Requesting Party”") to the other, the party to whom such notice is given (the “"Other Party”") agrees to cooperate with the such Requesting Party to effect one or more like-kind exchanges with respect to the Property, provided that such cooperation will shall be subject to the following conditions: (a) such exchange may shall not delay the Closing and will shall occur either simultaneously with the Closing or the purchase money proceeds payable to Seller must shall be paid, upon Seller’s 's prior written direction to Purchaser, to a third party escrow agent or intermediary such that Purchaser is shall not be required to participate in any subsequent closing, (b) the Other Party will Purchaser shall not be obligated to spend any sums or incur any expenses in excess of the sums and expenses which would have been spent or incurred by the Other Party Purchaser if there had been no exchange, and (c) Purchaser will shall not be obligated to acquire or accept title to any property other than the Property, and (d) Seller will not be obligated to acquire or accept title to any property. The Other Party Purchaser makes no representation or warranty that the conveyance of the Property or any property made pursuant by Seller to this Section 12.12 will Purchaser shall qualify for a like-kind exchange. Once Purchaser has paid the purchase money proceeds as directed by Seller, or Seller has conveyed the Property as directed by Purchaser, it will shall have no further obligation hereunder with respect to such “"like-kind” " exchange. The Requesting Party Seller, as the owner of the Property which is the subject of a "like-kind" exchange as described herein, hereby indemnifies and holds the Other Party Purchaser harmless from and against any costs, liabilities and expenses incurred or suffered by the Other Party Purchaser in connection with the “"like-kind” " exchange or exchanges described herein with respect to the Property, which indemnity will shall survive the Closing until the expiration of any applicable statute of limitations.. [Signatures commence on following page]

Reg. 1.1031(k)-1(g)(4) on or before the date of Closing. Upon written notice from either any party (a “Requesting Party”) to the other, the party to whom such notice is given (the “Other Party”) agrees to cooperate with the such Requesting Party to effect one or more like-kind exchanges with respect to the Property, provided that such cooperation will shall be subject to the following conditions: (a) such exchange may shall not delay the Closing and will shall occur either simultaneously with the Closing or the purchase money proceeds payable to Seller must shall be paid, upon Seller’s prior written direction to Purchaser, to a third party escrow agent or intermediary such that Purchaser is shall not be required to participate in any subsequent closing, (b) the Other Party will shall not be obligated to spend any sums or incur any expenses in excess of the sums and expenses which would have been spent or incurred by the Other Party if there had been no exchange, and (c) Purchaser will shall not be obligated to acquire or accept title to any property other than the Property, and (d) Seller will shall not be obligated to acquire or accept title to any property. The Other Party makes no representation or warranty that the conveyance of the any Property or any property made pursuant to this Section 12.12 will 12.11 shall qualify for a like-kind exchange. Once Purchaser has paid the purchase money proceeds as directed by SellerSeller (if Seller is the Requesting Party), or Seller has conveyed the Property as directed by PurchaserPurchaser (if Purchaser is the Requesting Party), it will the Other Party shall have no further obligation hereunder with respect to such “like-kind” exchange. The Each Requesting Party hereby indemnifies and holds the Other Party harmless from and against any costs, liabilities and expenses incurred or suffered by the Other Party in connection with the “like-kind” exchange or exchanges described herein with respect to the Property, which indemnity will shall survive the Closing until the expiration of any applicable statute of limitations.