SECTION 1031 ASSET EXCHANGE Sample Clauses

SECTION 1031 ASSET EXCHANGE. The parties acknowledge that each may ---------------------------- desire to effectuate a tax-deferred exchange pursuant to Section 1031 of the Internal Revenue Code (the "Code"), which may include a non-simultaneous exchange, with respect to the sale and acquisition of the Sale Assets. The parties agree to cooperate with each other in connection therewith, provided each party participating in such an exchange agrees to hold the other free and harmless of, and indemnify the other from, any liabilities, claims, costs, damages, expenses and fees (including attorneys' fees) which may arise out of said party's participation in a tax-deferred exchange, including without limitation any claims by the Internal Revenue Service.
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SECTION 1031 ASSET EXCHANGE. Buyer acknowledges that Seller may --------------------------- designate that the transfer of the Station Assets contemplated by this Agreement will be part of an exchange of assets that will qualify, pursuant to Section 1031 of the Internal Revenue Code and regulations thereunder, as a deferred like-kind exchange by Seller. It is expressly acknowledged that Seller, its assignee or transferee, may, at or prior to Closing, assign its rights (in whole or in part) under this Agreement to a qualified intermediary as defined in Treasury regulation section 1.1031(k)-1(g)(4), or a similar entity or arrangement ("Qualified Intermediary"), subject to all of Seller's rights and obligations herein and shall promptly provide written notice of such assignment to Buyer. Buyer shall cooperate with the reasonable requests of the Seller's Qualified Intermediary in arranging and effecting this exchange and any additional exchange as would qualify under Section 1031 of the Internal Revenue Code. Without limiting the generality of the foregoing, if Seller has given notice of its intention to effect an exchange using a Qualified Intermediary, Buyer shall promptly provide Seller with written acknowledgment of such notice. If requested by Seller, Buyer shall pay the Purchase Price for the Station Assets to the Qualified Intermediary of Seller (and not to Seller), and such payment shall satisfy the obligations of Buyer to make payment of the Purchase Price herein. Seller's assignment to a Qualified Intermediary will not relieve Seller of any of its duties or obligations herein. Except for the obligations of Buyer set forth in this Section, Buyer shall not have any liability or obligation to Seller for the failure of the contemplated exchange to qualify as a like kind exchange under Section 1031 of the Internal Revenue Code unless such failure is the result of the material breach by Buyer of its representations, warranties, covenants and obligations herein.
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SECTION 1031 ASSET EXCHANGE. (a) Seller may desire to effect the transfer and conveyance of the Station Assets as part of a deferred like-kind exchange under Section 1031 of the Code for other like-kind assets to be identified and acquired with the Purchase Price. In order to effect the deferred like-kind exchange, Seller may give written notice to Buyer of its intention to effect the deferred like-kind exchange. Seller may at any time at or prior to the Closing assign its right to receive the Purchase Price, or any part thereof, under this Agreement to a "qualified intermediary" as defined in Treas. Reg. Sec. 1.1031(k)-1(g)(4), subject to all of Buyer's rights and obligations hereunder, and shall promptly provide written notice of such assignment to all parties hereto. Buyer shall cooperate with all reasonable requests of Seller and Seller's qualified intermediary in arranging and effecting the deferred like-kind exchange as one which qualifies under Section 1031 of the Code; provided, however, that Buyer shall not incur any tax disadvantage as a result of its cooperation and the Closing shall not be delayed. Buyer shall in no event be responsible for Seller's failure to obtain Section 1031 treatment with respect to the disposition of the Station Assets. Without limiting the generality of the foregoing, at the Closing Buyer shall, at Seller's request, deliver to Seller an Assignment, Acceptance and Notice and a Reassignment and Assumption Agreement substantially in the form of Exhibit B and C (together, the "QUALIFIED INTERMEDIARY DOCUMENTS").
Sample 1
SECTION 1031 ASSET EXCHANGE. 10.11.1. Entercom may elect to effect the acquisition of all or part of the Assets as part of a deferred like-kind exchange under Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code"), in lieu of buying such assets hereunder. If Entercom so elects, it shall provide notice to ARS and ARS License of its election, and thereafter (i) may at any time at or prior to Closing assign its rights under this Agreement to a "qualified intermediary" as defined in Treas. Reg. ss._1.1031(k)-1(g)(4), subject to all of ARS' and ARS License's rights and obligations hereunder and (ii) shall promptly provide written notice of such assignment to all parties hereto. Notwithstanding the assignment of Entercom's rights hereunder, the parties acknowledge and agree that the representations, warranties and covenants of ARS and ARS License hereunder are for the benefit of Entercom and shall remain enforceable by Entercom against ARS and ARS License in accordance with the terms hereof. ARS and ARS License shall cooperate with all reasonable requests of Entercom and the "qualified intermediary" in arranging and effecting the exchange as one which qualifies under section 1031 of the Code. Without limiting the generality of the foregoing, if Entercom has given notice of its intention to effect the acquisition of all or part of the Assets as part of a tax-deferred exchange, ARS and ARS License shall (i) promptly provide Entercom with written acknowledgment of such notice and (ii) at Closing, accept payment for all or that portion of the Assets for which like-kind exchange treatment is sought by Entercom from the "qualified intermediary" rather than from Entercom (which payment shall discharge the obligation of Entercom hereunder to make payment for such assets) and transfer, assign and convey such assets to Entercom.
Sample 1
SECTION 1031 ASSET EXCHANGE. It is the intent of the parties that the exchange of assets contemplated by this Agreement will to the maximum extent possible qualify as like-kind exchanges pursuant to Section 103 l of the Code with Entercom exchanging portions of the Pittsburgh Assets and Minneapolis Assets for the Assets. In keeping with that intention it is expressly acknowledged that Entercom may, at or prior to Closing, assign its rights under this Agreement to a Qualified Intermediary subject to all of such party's rights and obligations hereunder and shall promptly provide written notice of such assignment to ARS hereto. All parties shall cooperate with all reasonable requests of the Qualified Intermediary in arranging and effecting this exchange and any additional exchange as one which qualified under Section 103 l of the Code. Without limiting the generality of the foregoing, if Entercom has given notice of its intention to effect an exchange using a Qualified Intermediary, ARS shall (i) promptly provide Entercom with written acknowledgment of such notice and (ii) at Closing, if requested, deliver the Assets and all other deliveries required at Closing to the Qualified Intermediary rather than to Entercom (which delivery shall discharge the obligation of ARS to make delivery for the Assets hereunder). An assignment to a Qualified Intermediary will not relieve Entercom of any of its duties or obligations hereunder. In addition, in order to accomplish such exchange, Entercom may delay the Closing beyond the date Closing would occur under Section "8.1" of this Agreement to a date which is not more than five (5) business days after the consummation of the closings under the Pittsburgh Agreements, but no later than June 2, l 997, in order to coordinate the timing of the Closing with the timing of the closings for the divestiture of the Pittsburgh Assets and the Minneapolis Assets.
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Related to SECTION 1031 ASSET EXCHANGE

  • Consolidation and Merger; Asset Acquisitions The Borrower will not consolidate with or merge into any Person, or permit any other Person to merge into it, or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all the assets of any other Person.

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

  • Raising of the Capital in Connection with the Initial Business Combination If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Class B ordinary shares, par value $0.0001 per share, of the Company held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

  • Issuance in connection with a Business Combination If, in connection with a Business Combination, the Company (a) issues additional Ordinary Shares or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as determined by the Company’s Board of Directors, in good faith, and in the case of any such issuance to the Sponsor, the initial shareholders or their affiliates, without taking into account any shares of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), issued prior to the Public Offering and held by the initial shareholders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (c) the Market Value (as defined below) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) Newly Issued Price, and the Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price. Solely for purposes of this Section 4.6, the “Market Value” shall mean the volume weighted average trading price of the Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the date of the consummation of the Business Combination.

  • Merger, Consolidation, Acquisition and Sale of Assets (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or stock of any Person or permit any other Person to consolidate with or merge with it.

  • Securitization Transactions The Borrower will not permit the aggregate outstanding amount of Securitization Transactions to exceed $300,000,000 at any time.

  • Consolidation Merger Sale Conveyance and Lease SECTION 10.01. Company May Consolidate, etc.,

  • Purchase and Sale of Assets On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2.

  • Purchase and Sale of Property Subject to and in accordance with the ----------------------------- terms and provisions of this Agreement, Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Seller, the Property, which term "Property" shall mean and include the following:

  • Purchase and Sale of Equity Interest 1.1 Grant Rights Approved by Party C, Party B (the “Transferor”) hereby exclusively and irrevocably grants to Party A or any designated person (“Designated Persons”) an option to purchase, at any time according to steps determined by Party A, and at the price specified in Section 1.3 of this Agreement, from the Transferor a portion or all of the equity interests held by Party B in Party C (the “Option”). No Option shall be granted to any third party other than Party A and/or the Designated Persons. The “person” set forth in this Agreement means any individual person, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.

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