Seller’s Tax Deferred Exchange Sample Clauses

Seller’s Tax Deferred Exchange. Notwithstanding any terms in this Contract to the contrary, Seller shall have the right to exchange the Property to qualify as a tax-deferred exchange under the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations thereunder. It is understood and agreed that Seller shall have the option, exercisable by giving notice to Buyer at any time prior to the Closing Date, of effecting a like-kind exchange of all or any portion of the Property by assigning (the “Assignment”) its rights in this Agreement to a qualified intermediary (the “Intermediary”) who shall contract with Seller to deliver to Seller in exchange therefor property or other consideration (“Exchange Property”), at such times as shall be designated in the contract between Seller and the Intermediary. Upon the Assignment, the Intermediary shall be substituted for Seller as the seller of the property. Buyer agrees to accept the Property and all other required performance from the Intermediary and to render its performance of all of its obligations to the Intermediary; provided, that Seller shall, at the Intermediary’s direction, nevertheless convey the Property to Buyer in accordance with (and as limited by) the terms of this Agreement. Buyer agrees that performance by the Intermediary will be treated as performance by the seller under this Agreement, and Seller agrees that Buyer’s performance to the Intermediary will be treated as performance to the seller under this Agreement. Buyer shall reasonably cooperate with Seller and execute such documents as are reasonably necessary for Seller to effect such exchange; provided, that the contemplated exchange shall not delay any of the time periods or other obligations of Seller hereunder, including, without limitation, those related to the Closing and the scheduled date for the same. Seller shall unconditionally guarantee the full and timely performance by the Intermediary of each and every one of the representations, warranties, indemnities, obligations and undertakings (collectively, the “Undertakings”) of the Intermediary hereunder. As guarantor, Seller shall be treated as a primary obligor with respect to the Undertakings, and, in the event of a breach of or claim with respect to an Undertaking, Buyer may proceed directly against Seller on this guarantee without the need to join the Intermediary as a party to any action against Seller. Seller unconditionally waives any defense that it might ...
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Seller’s Tax Deferred Exchange. Seller may convey the Property or any portion thereof or interest therein as part of one or more Internal Revenue Code Section 1031 Tax Deferred Exchanges for its benefit. In such event, Seller shall be assigning all contract rights and obligations hereunder to a qualified intermediary, as a part of, and in furtherance of, such tax deferred exchange. Xxxxx agrees to assist and cooperate in any such exchange, and Xxxxx further agrees to execute any and all documents as are reasonably necessary in connection with any such exchange. Buyer shall not be obligated to incur any cost or expense in connection with any such exchange, other than that which Buyer elects to incur to have its counsel review the documents and instruments incident thereto. As part of any such exchange, Seller shall convey the real property described herein directly to Buyer and Buyer shall not be obligated to acquire or convey any other property as part of any such exchange.
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Seller’s Tax Deferred Exchange. Seller hereunder desires to exchange all of Seller’s right, title, and interest in the Aircraft for other property of like kind and qualifying use within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. In furtherance of the foregoing, Seller expressly reserves the right on or before the Closing Date either to assign all of its rights, but not its obligations, under this Agreement to a Qualified Intermediary as provided in Treas. Reg. 1.1031(k)-1(g)(4); or to assign all of its rights and obligations under this Agreement to an Exchange Accommodation Titleholder as provided in Revenue Procedure 2000-37, 2000-40 IRB 1 (September 15, 2000). Buyer acknowledges and understands that following any such assignment, Seller shall remain an intended third-party beneficiary of all obligations of Buyer under this Agreement. All fees, for the facilitation of the Seller’s tax deferred exchange, shall be paid by Seller.
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Seller’s Tax Deferred Exchange. Buyer may acquire the Property or any portion thereof or interest therein as part of one or more Internal Revenue Code Section 1031 Tax Deferred Exchanges for its benefit. Seller agrees to assist and cooperate in any such exchange and to execute any and all documents as are reasonably necessary in connection with any such exchange, provided that Seller shall not be obligated to incur any cost or expense in connection with any such exchange. Seller’s obligation to sell the Property, and Buyer’s obligation to buy the Property, pursuant to this Agreement, shall not be conditioned on Buyer’s ability to acquire the property as part of a Tax Deferred Exchange. Buyer acknowledges that Seller may desire to sell the Property as part of one or more Internal Revenue Code Section 1031 Tax Deferred Exchanges for its benefit. Buyer agrees to assist and cooperate in any such exchange and to execute any and all documents as are reasonably necessary in connection with any such exchange, provided that Buyer shall not be obligated to incur any cost or expense in connection with any such exchange.
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Seller’s Tax Deferred Exchange. Seller may convey the ------------------------------ Property or any portion thereof or interest therein as part of one or more Internal Revenue Code Section 1031 Tax Deferred Exchanges for its benefit. In such event, Seller shall be assigning all contract rights and obligations hereunder to a qualified intermediary, as a part of, and in furtherance of, such tax deferred exchange. Buyer agrees to assist and cooperate in any such exchange, and Buyer further agrees to execute any and all documents as are reasonably necessary in connection with any such exchange, provided Buyer incurs no additional liability. Buyer shall not be obligated to incur any cost or expense in connection with any such exchange, other than that which Buyer elects to incur to have its counsel review the documents and instruments incident thereto. As part of any such exchange, Seller shall convey the real property described herein directly to Buyer and Buyer shall not be obligated to acquire or convey any other property as part of any such exchange.
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Seller’s Tax Deferred Exchange. Buyer acknowledges that Seller is selling the Property described herein in order to conduct an exchange pursuant to the provisions of Section 1031 of the Internal Revenue Code (the “Exchange”). Purchaser agrees that Seller's rights hereunder shall be assignable as necessary to First American Exchange Company, LLC to conduct the Exchange. Seller agrees that the responsibility to carry out the Exchange shall be its own and Buyer agrees that it shall assist Seller in effectuating the same. Buyer agrees to cooperate in any such Exchange, and Buyer further agrees to execute any and all documents as are reasonably necessary in connection with any such Exchange.
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Seller’s Tax Deferred Exchange. The seller here wishes to exchange all the seller's rights, name, and interest in the aircraft for other property as a type and qualifying use under Section 1031 of the 1986 Tax Code, as amended, and the Treasury Rules made public them. In accordance with the foregoing, the Seller expressly reserves the right to the closing date or before the closing date or to assign all of its rights, but not its obligations, under this Agreement to a qualified intermediary, as stipulated in Treas. Reg. 1.1031 (k)-1 (g)(4); or assign all their rights and obligations under the Agreement to the owner, appointed in the income-generating procedure 2000-37, 2000- 40 IRB 1 (September 15, 2000). The buyer recognizes and understands that, after any such appointment, the Seller must remain the prospective third beneficiary of all buyer's obligations under the agreement. All fees for simplifying the seller's deferred exchange tax must be paid by the Seller. SECTION 10. NOTICES Any notice required to provide in accordance with this Agreement or any applicable provision of the law must be in writing and is considered to be in the form of actual receipt when delivered in person, by courier service, providing delivery receipts, or facsimile (provided that the original is delivered promptly in accordance with this Section). All notifications to be delivered here initially must be considered as follows: Seller: Krispy Kreme Doughnut Corporation 000 Xxxxxxxxx Xxxxxxx-Xxxxx, XX 00000 Attention: Xxxxxxx Xxxxx, CFO Phone: 000.000.0000 Facsimile: 336.733.3791 Email: xxxxxxx@xxxxxxxxxxx.xxx with cops: Xxx. Kharasch, Greenberg, Xxxxxxx and Xxxxxxx, P.C. 0000 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxx, X.X. 00000: Attention Kitski, SitKvir, 0000 00xx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxxxx, X.X. 00000: Attention Kitskey, Kitkvir, P.S. 0000 00xx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, X.X. 00000: Attention Kitski, Kitvir, 0000 0 0xx Xxxxxx, Xxxxx 000 Xxxxxxxxxx, X.X. 00000: Attention Kitski, Sitvir, Esq. Phone: 000 000 0000 Facsimile: 000 000 0000 почта: XXxxxxxx@xxxxxx.xxx Для покупателя: PPD Aeronautics, LLC C/o Pharmaceutical Product Development, Inc. 3151 South 17th Street Wilmington, Северная Каролина 28412 Внимание: Лиза Xxxxxxx, Esq. Телефон: 910.772.7018 Факсимиле: 910.772-6951 Электронная почта: xxxx.xxxxxxx@xxxx.xxxx.xxx с копиями: PPD Aeronautics, ООО C/o Фармацевтическое развитие продукции, Inc. 3151 South 17th Street Street North Carolina 28412 Attention: Xxxxx Xxxxxx, Controller Phone: 000.000.000...
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Related to Seller’s Tax Deferred Exchange

  • Tax Deferred Exchange Buyer and Seller respectively acknowledge that the purchase and sale of the Property contemplated hereby may be part of a separate exchange (an “Exchange”) being made by each party pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated with respect thereto. In the event that either party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Code.

  • Tax Free Exchange As an accommodation to Buyer, Seller agrees to cooperate with Buyer to accomplish an I.R.C. Section 1031 like kind tax deferred exchange, provided that the following terms and conditions are met; (i) Buyer shall give Seller notice of any desired exchange not later than five (5) days prior to the Closing Date; (ii) Seller shall in no way be liable for any additional costs, fees and/or expenses relating to the exchange; (iii) if, for whatever reason, the Closing does not occur, Seller shall have no responsibility or liability to the third party involved in the exchange transaction, if any; and (iv) Seller shall not be required to make any representations or warranties nor assume or incur any obligations or personal liability whatsoever in connection with the exchange transaction. Buyer indemnifies and agrees to hold Seller and each Seller Related Party harmless from and against any and all causes, claims, demands, liabilities, costs and expenses, including attorneys’ fees, as a result of or in connection with any such exchange. As an accommodation to Seller, Buyer agrees to cooperate with Seller to accomplish an I.R.C. Section 1031 like kind tax deferred exchange, provided that the following terms and conditions are met; (i) Seller shall give Buyer notice of any desired exchange not later than five (5) days prior to the Closing Date; (ii) Buyer shall in no way be liable for any additional costs, fees and/or expenses relating to the exchange; (iii) if, for whatever reason, the Closing does not occur, Buyer shall have no responsibility or liability to the third party involved in the exchange transaction, if any; and (iv) Buyer shall not be required to make any representations or warranties nor assume or incur any obligations or personal liability whatsoever in connection with the exchange transaction. Seller indemnifies and agrees to hold Buyer harmless from and against any and all causes, claims, demands, liabilities, costs and expenses, including attorneys’ fees, as a result of or in connection with any such exchange.

  • Tax Matters; Section 83(b) Election The Grantee hereby agrees to make an election to include in gross income in the year of transfer the Award LTIP Units hereunder pursuant to Section 83(b) of the Internal Revenue Code substantially in the form attached hereto as Exhibit B and to supply the necessary information in accordance with the regulations promulgated thereunder.

  • DAC Tax Election The Ceding Company and the Reinsurer make an election pursuant to Treasury Regulation Section 1.848-2 (g) (8) of the Income Tax Regulations issued December, 1992, under Section 848 of the Internal Revenue Code of 1986, as amended, and agree to the terms stipulated in Schedule G – DAC Tax Schedule.

  • Straddle Period Tax Allocation The Company will, unless prohibited by applicable law, close the taxable period of the Company as of the close of business on the Closing Date. If applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i)), and (ii) to Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property or ad valorem Taxes however shall be apportioned by assuming that an equal portion of such Tax for the entire Straddle Period is allocable to each day in such Straddle Period.

  • Federal Income Tax Allocations Net income of the Trust for any month as determined for federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) during which the beneficial ownership interests in the Trust are held by more than one Person shall be allocated:

  • CODE SECTION 754 ELECTION Upon the approval of the General Partners, the Partnership shall file an election under Code Section 754 to adjust the tax basis of the Partnership Property, with respect to any distribution of Partnership Property to a Partner permitted by this Agreement or a Transfer of a Partnership Interest in accordance with the terms of this Agreement, in accordance with Code Sections 734(b) and 743(b). The Partners acknowledge that once a Code Section 754 election shall be validly filed by the Partnership, it shall remain in effect indefinitely thereafter unless the Internal Revenue Service approves the revocation of such election.

  • Income Tax Allocations (a) Except as provided in this Section 4.3, each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for Capital Account purposes under Section 4.1 and Section 4.2.

  • Code Section 754 Adjustments To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.

  • Federal Income Tax Elections The Member shall make all elections for federal income tax purposes.

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