Section 1031 Exchanges. Purchaser and Seller agree that, at either Purchaser’s or Seller’s sole election, this transaction may be structured as an exchange of like-kind properties under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and proposed regulations thereunder. The parties agree that if either wishes to make such election, it must do so by written notice to the other party at least five (5) business days prior to the Closing Date. If either so elects, the other shall reasonably cooperate, provided any such exchange is consummated pursuant to an agreement that is mutually acceptable to Purchaser and Seller and which shall be executed and delivered on or before the Closing Date. The electing party shall in all events be responsible for all costs and expenses related to the Section 1031 exchange and shall fully indemnify, defend and hold the other harmless from and against any and all liability, claim, damages, expenses (including reasonable attorneys’ fees, expenses and disbursements), proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such 1031 exchange that would not have been incurred by the non-electing party if the transaction were a purchase for cash. In no event shall any party be required to take record title to any property other than the Property in connection with such transaction.
Section 1031 Exchanges. In order to facilitate Borrower’s transactions pursuant to Section 1031 of the Code, the Administrative Agent shall from time to time, on behalf of the Banks, accept a pledge of membership interests in a limited liability company 100% owned directly or indirectly by the Borrower as security for a specified amount of the outstanding indebtedness (the “secured indebtedness”), which limited liability company owns property which Borrower desires to sell in connection with a like-kind exchange intended to qualify for treatment under Section 1031 of the Code. Such pledge shall be substantially in the form of the pledge agreement attached hereto as Exhibit J. Administrative Agent acknowledges that the Borrower may assign said membership interests to a qualified intermediary and that, upon such assignment, the qualified intermediary will agree to accept responsibility for repayment of, and is expected to repay, the secured indebtedness as part of such exchange. Each pledge shall be released automatically (i) upon the sale of such membership interests or underlying property in the exchange (other than transfer to a qualified intermediary) and repayment of the secured indebtedness, or (ii) upon any prepayment of the Loans in an amount equal to or greater than the secured indebtedness secured by such pledge and which Borrower has designated as a prepayment of such indebtedness. The Administrative Agent agrees to accept repayment of the secured indebtedness from the proceeds of such sale. The Borrower and EQR shall remain obligated for all Obligations notwithstanding the pledge. Upon receipt from the Internal Revenue Service, the Borrower shall deliver to Administrative Agent a copy of a private letter ruling from the Internal Revenue Service to the Borrower with respect to a proposed Section 1031 exchange employing the proposed structure, it being understood that the Administrative Agent shall not disclose the same (subject to Section 9.15) unless and until the same shall be published or otherwise made generally available by the Internal Revenue Service. Notwithstanding anything contained herein to the contrary, any party hereto (and any of its employees, representatives and other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of this transaction.
Section 1031 Exchanges. Purchaser and Seller agree that, at either Purchaser’s or Seller’s sole election, this transaction may be structured as an exchange of like-kind properties under Section 1031 of the Code, and the regulations and proposed regulations thereunder. The parties agree that if either wishes to make such election, it must do so by written notice to the other party at least five (5) Business Days prior to the Closing Date. If either so elects, the other shall reasonably cooperate, provided any such exchange is consummated pursuant to an agreement that is mutually acceptable to Purchaser and Seller and which shall be executed and delivered on or before the Closing Date. The electing party shall in all events be responsible for all liability, costs and expenses related to the Section 1031 exchange and shall fully indemnify, defend and hold the other harmless from and against any and all liability, claim, damages, expenses (including reasonable attorneys’ fees, expenses and disbursements), proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such 1031 exchange that would not have been incurred by the non-electing party if the transaction were a purchase for cash. In no event shall any party be required to take record title to any property other than the Property in connection with such transaction, nor shall the non-electing party be required to take an assignment of the purchase agreement for the replacement property. Seller shall not by any agreement or acquiescence to an exchange have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to Purchaser that the exchange in fact complies with the Code.
Section 1031 Exchanges. If any Member desires to defer income recognition in connection with the sale of an asset by the Company under Code Section 1031, and the Managers so approve, but one or more other Members do not desire to do so with respect to their indirect economic interest in such asset, such other Members agree to cooperate with such Member and the Managers in restructuring the sale of such asset as a like-kind exchange under Code Section 1031 with respect to the indirect economic interest in such asset of such Member, to the extent possible, provided, however, that amount of the cash received by such other Members in connection with such restructured sale is the same as it would have been (and is received not later than it would have been received) if the sale were not restructured as a like-kind exchange.
Section 1031 Exchanges. A. Notwithstanding anything contained herein to the contrary, in accordance with the terms set forth herein, either party (the “Exchanging Party”) shall be entitled, at its option, to structure the transfer of one or more Properties to Purchaser as part of a non-simultaneous tax-deferred “like-kind” exchange (including without limitation a “reverse exchange”) under Section 1031 of the Code (a “Like-Kind Exchange”) with respect to the Exchanging Party involving, in whole or part, real property other than the Properties.
Section 1031 Exchanges. On or before the end of the 180 day period during which any Section 1031 Exchange is to be completed, deliver to the Administrative Agent a certificate from a Responsible Officer certifying that:
Section 1031 Exchanges. Each party acknowledges that the other party may desire to acquire or sell any or all of the Theatres in one or more transactions intending to qualify in whole or in part for nonrecognition of gain pursuant to Section 1031 of the Code. If either party so desires, it shall provide the other party with one or more written statements prior to Closing stating its intention to qualify the transfer of the Theatres specified in such statement as a tax-deferred exchange under Section 1031 of the Code. Each party agrees to cooperate in good faith with the other party by executing such documents, assignments, acknowledgements, instruments, deeds or escrow instructions requested by such party in furtherance of its intended treatment of any such transfers pursuant to Section 1031 of the Code, including the use a deferred exchange as provided in Treas. Reg. §1.1031(k)-1 or a “parking transaction” as described in Rev. Proc 2000-37, 2000-2 CB 308. Such cooperation shall not relieve any party of any responsibility, representations, warranty, covenant or other obligation of such party to the other party pursuant to this Agreement or any Ancillary Instrument.
Section 1031 Exchanges. Investor hereto agrees to cooperate with Welltower in effecting one or more Section 1031 Exchanges with respect to the Facilities transferred at the Closing, including executing and delivering any and all documents required by one or more exchange trustees, qualified intermediaries or exchange accommodation titleholders retained by Welltower, and Welltower shall have the right to assign this Agreement to an entity established in order to effectuate such exchange (including a qualified intermediary, an exchange accommodation title holder or one or more single member limited liability companies that are owned by any of the foregoing persons); provided, however, that (a) Investor shall not be obligated to incur any liability, cost, expense, delay or other detriment in connection with the implementation of any such Section 1031 Exchange unless Welltower agrees to reimburse and/or indemnify Investor for any such liability, cost, expense, delay or other detriment and (b) Welltower will not be relieved from its obligations under this Agreement following any such assignment. * * * * * * *
Section 1031 Exchanges. Buyer and Sellers agree that, at either Buyer’s or any Seller’s sole election, this Transaction may be structured as an exchange of like-kind properties under Section 1031 of the Tax Code, and the regulations and proposed regulations thereunder. The parties agree that if either wishes to make such election, it must do so by written notice to the other party at least five (5) Business Days prior to the Closing Date. If any so elects, the others shall reasonably cooperate, provided any such exchange is consummated pursuant to an agreement that is mutually acceptable to Buyer and Sellers and which shall be executed and delivered on or before the Closing Date. The electing party shall in all events be responsible for all costs and expenses related to the Section 1031 exchange and shall fully indemnify, defend and hold the other harmless from and against any and all Liabilities arising out of, connected with or in any manner related to such 1031 exchange that would not have been incurred by the non-electing party if the transaction were a purchase for cash. In no event shall any party be required to take record title to any property other than the Property in connection with such transaction.
Section 1031 Exchanges. Buyer acknowledges that Seller may wish to transfer any or all of the Purchased Assets in a transaction intending to qualify in whole or in part for nonrecognition of gain pursuant to Section 1031 of the Code. If Seller so desires, it shall provide Buyer with a written statement, at least five (5) days prior to Closing, stating Seller’s intent to qualify the transfer of the Purchased Assets specified in such statement as a tax-deferred exchange under Section 1031 of the Code. Buyer agrees that at the request of Seller, and subject to the terms of this Agreement, at the Closing, Buyer shall pay the portion of the Purchase Price allocable to the Purchased Assets, as specified in the written statement, to any single “qualified intermediary” (as defined in Treasury Regulation Section 1.1031(k)-1(g)(4)) designated by Seller in lieu of and in complete satisfaction of the portion of the Purchase Price otherwise payable to Seller. In addition, Buyer agrees that it will cooperate with Seller in completing any such exchange, and shall execute all such agreements, instructions, instruments, and other documents as Seller shall reasonably request with respect to such exchange. Nothing in this Section 2.12 shall be construed to (a) require that the transactions contemplated by this Agreement be conditioned upon completion of any such exchange, (b) permit Seller to delay the transfer of the Purchased Assets to Buyer as required by this Agreement, including without limitation any delay of the FCC Consent or filing of the Assignment Application, (c) require Buyer to make any payment of any portion of the Purchase Price to any person other than Seller, the Escrow Agent, or a qualified intermediary designated by Seller in accordance with this Section 2.12, or (d) require that Buyer incur any additional expense or liability as a result of or otherwise in connection with any such exchange.
