Section 1031 Like-Kind Exchange. Seller and Buyer hereby agree that Seller shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the 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 Internal Revenue Code of 1986, as amended. Likewise, Buyer shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. If Seller assigns all or any of its rights under this Agreement for this purpose, Buyer agrees to (a) consent to Seller’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Buyer, and (b) pay the Purchase Price (or a designated portion thereof as specified by Seller) into a qualified escrow or qualified trust account at Closing as directed in writing. If Buyer assigns all or any of its rights under this Agreement for this purpose, Seller agrees to (i) consent to Buyer’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Seller, (ii) accept the Purchase Price from the qualified escrow or qualified trust account at Closing, and (iii) at Closing, convey and assign directly to Buyer the Assets (or any portion thereof) as directed by Buyer. Seller and Buyer acknowledge and agree that any assignment of this Agreement (or any rights hereunder) to a Qualified Intermediary shall not release any Party from any of its respective liabilities and obligations hereunder, and that neither Party represents to the other Party that any particular tax treatment will be given to any Party as a result thereof. The Party electing to assign all or any of its rights under this Agreement pursuant to this Section 2.04 shall defend, indemnify, and hold harmless the other Party and its Affiliates from all Claims relating to such election.
Section 1031 Like-Kind Exchange. If either Buyer or Seller intends for this transaction to be a part of a Section 1031 like-kind exchange, then the other party agrees to cooperate in the completion of the like-kind exchange so long as the cooperating party incurs no additional liability in doing so, and so long as any expenses (including attorneys fees and costs) incurred by the cooperating party that are related only to the exchange are paid or reimbursed to the cooperating party at or prior to closing. Notwithstanding Section 20 above, any party completing a Section 1031 like- kind exchange may assign this Agreement to its qualified intermediary or any entity set up for the purposes of completing a reverse exchange.
Section 1031 Like-Kind Exchange. If either Buyer or Seller intends for this transaction to be a part of a Section 1031 64
Section 1031 Like-Kind Exchange. If Buyer intends this transaction to be a part of a Section 1031 like-kind exchange, then Seller agrees to cooperate in the completion of the like-kind exchange so long as Seller incurs no additional liability or costs in doing so, and provided Closing is not delayed. Buyer may assign this Agreement to any entity set up for the purpose of completing an exchange, provided that such assignment shall not relieve either party (Buyer or any such assignee) of liability for any of the obligations under this Agreement.
Section 1031 Like-Kind Exchange. If Xxxxx intends for this transaction to be a part of a Section 1031 like-kind exchange, then Xxxxxx agrees to cooperate in the completion of the like-kind exchange so long as Seller incurs no additional liability or costs in doing so. Buyer shall be entitled to two (2) one (1) month extension options of the Closing Date to facilitate completion of a like-kind exchange (“Extension Options”). Said Extension Options shall be at a cost to Buyer of $50,000 per month (“Extension Fee”), shall be immediately non- refundable to Buyer, and shall not be applicable to the Purchase Price. Buyer may exercise each of the Extension Options provided for in this Agreement by notifying Seller and Closing Agent of such election in writing and upon the payment of said Extension Fee to the Closing Agent prior to the end of the current Closing Date or any extension thereof. Upon payment of the Extension Fee to the Closing Agent, the Extension Fee will initially be deposited in an account with Closing Agent, and upon funding of said amount, shall be disbursed to Seller and deposited in Seller’s account. Buyer may assign this Agreement to any entity set up for the purpose of completing an exchange, provided that such assignment shall not relieve either party (Buyer or any such assignee) of liability for any of the obligations under this Agreement.
Section 1031 Like-Kind Exchange. If either buyer or Seller intends for this transaction to 132 be a part of a Section 1031 like-kind exchange, then the other party shall cooperate in the completion of the 133 like-kind exchange so long as the cooperating party incurs no additional liability in doing so, and so long as 134 any expenses (including attorneys’ fees and costs) incurred by the cooperating party that are related only to 135 the exchange are paid or reimbursed to the cooperating party at or prior to Closing. Notwithstanding the 136 Assignment paragraph of this Agreement, any party completing a Section 1031 like-kind exchange my assign 137 this Agreement to its qualified intermediary or any entity set up for the purposes of completing a reverse 138 exchange. 139
Section 1031 Like-Kind Exchange. Seller shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a “Qualified Intermediary” (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the 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 Code. If Seller assigns all or any of its rights under this Agreement for this purpose, Buyer agrees to (a) consent to Seller’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Buyer, and (b) pay the Purchase Price (or a designated portion thereof as specified by Seller) into a qualified escrow or qualified trust account at Closing as directed in writing. Seller and Buyer acknowledge and agree that any assignment of this Agreement (or any rights hereunder) to a Qualified Intermediary shall not release any Party from any of its respective liabilities and obligations hereunder, and that neither Party represents to the other that any particular tax treatment will be given to either as a result thereof.
Section 1031 Like-Kind Exchange. If either Buyer or Seller intends for this transaction to be a part of any form of a Section 1031 like-kind exchange, including any exchange under Rev. Proc. 2002-37 and subsequent related rulings (the Reverse Exchange Safe Harbors), then the other party shall cooperate in the completion of the like-kind exchange provided the cooperating party incurs no additional liability in doing so, and provided any expenses (including attorneys’ fees and costs) incurred by the cooperating party that are related only to the exchange are paid or reimbursed to the cooperating party by the exchanging party at or prior to closing. Notwithstanding any paragraph contained in this document that may prohibit or limit Assignments, any party completing a Section 1031 like- kind exchange may assign this Agreement to its qualified intermediary or any entity established for the purposes of completing any exchange under Rev. Proc. 2002-37 and subsequent related rulings. In the case of conflicting statements herein relating to assignment, this paragraph shall prevail.
Section 1031 Like-Kind Exchange. Each Party acknowledges that either Party (as applicable, the “Exchanging Party”) may elect to engage in and affect a like-kind exchange under Section 1031 of the Internal Revenue Code of 1986, as amended, involving the Property (or any legal lot thereof) (a “1031 Exchange”). The non-exchanging party with respect to a 1031 Exchange is referred to herein as the “Cooperating Party.” Buyer and Seller each hereby agrees to reasonably cooperate with the other in completing each such 1031 Exchange; provided, however, that such cooperation shall be at the Exchanging Party’s sole expense and shall not delay the Closing for the Property. Accordingly, the Exchanging Party may assign the Exchanging Party’s rights with respect to the Property (or any legal lot thereof) to a person or entity for the purpose of consummating a 1031 Exchange (“Intermediary”), provided that such assignment does not delay the Closing for the Property (or applicable legal lot thereof), or otherwise reduce or diminish the Exchanging Party’s liabilities or obligations hereunder. Such assignment by the Exchanging Party shall not release the Exchanging Party from the obligations of the Exchanging Party under this Agreement. The Cooperating Party shall not suffer any costs, expenses or liabilities for cooperating with the Exchanging Party and shall not be required to take title to the exchange property. The Exchanging Party agrees to indemnify, defend and hold the Cooperating Party harmless from any liability, damages and costs arising out of the 1031 Exchange and these obligations to indemnify, defend, and hold harmless shall survive the termination or expiration of this Agreement as well as the consummation of any transactions contemplated herein, including Closing. With respect to tort claims, Buyer’s obligations in this paragraph to indemnify, defend, and hold harmless Seller are subject to and limited under the Oregon Constitution, including but not limited to Article XI, Section 10 therein, as well as the Oregon Tort Claims Act (ORS 30.260 to 30.300), including but not limited to being specifically subject to and within the financial limits and conditions set forth at ORS 30.272 for local public bodies and at ORS 30.273 for public bodies.
Section 1031 Like-Kind Exchange. (a) The parties agree that, for U.S. federal income Tax purposes, PNG (or, if PNG is a disregarded entity for U.S. federal income tax purposes, its owner for U.S. federal income tax purposes) will be deemed to transfer the Assets to EQT in exchange for the assets listed on Schedule 11.13, as amended from time to time in accordance with this Section 11.13. The parties further agree that they will work together in good faith to determine the fair market value of the Assets in a manner consistent with the expectation that such fair market value will approximate the net book value of such Assets computed in accordance with U.S. GAAP.
(b) Notwithstanding anything in this Agreement to the contrary, each Party shall, and shall cause its Affiliates to, cooperate fully with the other Party hereto, and take any action reasonably requested by such other Party, in connection with (i) enabling the transactions contemplated by this Agreement and the Master Purchase Agreement to qualify in whole or in part as a “like-kind” exchange pursuant to Section 1031 of the Code and any corresponding state or local income Tax Laws (including in connection with (A) selecting the assets of Equitable Gas or Equitable Homeworks, after taking into account the transactions contemplated by Section 5.7 of the Master Purchase Agreement, to be included within such exchange, and (B) determining the fair market value of the assets to be included within such exchange), and (ii) preparing and filing any Tax Returns on a basis consistent with such treatment. No Party shall, and each Party shall cause its Affiliates not to, prepare or file any Tax Return, or take any action in any Tax Proceeding, inconsistent with such treatment. No later than sixty (60) days prior to Closing, EQT shall deliver to PNG Schedule 11.13, which shall list the assets of Equitable Gas and Equitable Homeworks to be included in any such like-kind exchange. If the Parties are unable to agree on any of the items described in clauses (i)(A) and (i)(B) of this Section 11.13(b), any disputes shall be submitted to the Independent Tax Arbitrator for binding resolution. The responsibility of the Parties for costs and expenses of the Independent Tax Arbitrator shall be determined in accordance with the principles of Section 2.1(c)(v) of the Master Purchase Agreement.
