Common use of Tax Deferred Exchange Clause in Contracts

Tax Deferred Exchange. Purchaser and Seller agree that, at either Purchaser or Seller’s sole election, this transaction shall 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 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, claims, damages, expenses (including reasonable attorneys’ fees and reasonable attorneys’ fees on appeal), 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. The provisions of the immediately preceding sentence shall survive closing and the transfer of title to the Property to Purchaser. In no event will the Closing be delayed because of any circumstances relating to the Section 1031 exchange. Notwithstanding anything to the contrary contained in this paragraph, any such Section 1031 exchange shall be consummated through the use of a facilitator or intermediary so that Purchaser shall in no event be requested or required to acquire title to any property other than the Property. [THE BALANCE OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]

Tax Deferred Exchange. Purchaser Buyer and Seller agree that, at either Purchaser Buyer’s or Seller’s sole election, this transaction shall 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 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 Buyer 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, claims, damages, expenses (including reasonable attorneys’ and paralegal fees and reasonable attorneys’ and paralegal fees on appeal), 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. The provisions of the immediately preceding sentence shall survive closing and the transfer of title to the subject Property to Purchaser. In no event will the Closing be delayed because of any circumstances relating to the Section 1031 exchangeBuyer. Notwithstanding anything to the contrary contained in this paragraph, Section: any such Section 1031 exchange shall be consummated through the use of a facilitator or intermediary so that Purchaser Buyer shall in no event be requested or required to acquire title to any property other than the Property. [THE BALANCE OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY].

Tax Deferred Exchange. Purchaser Buyer and Seller agree that, at either Purchaser or Seller’s 's sole election, this transaction shall 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 Seller wishes to make such election, it must do so prior to the Closing Date. If either Seller so elects, the other Buyer shall reasonably cooperatecooperate with Seller, provided any such exchange is consummated pursuant to an agreement that is mutually acceptable to Purchaser Buyer and Seller and which shall be executed and delivered on or before the Closing Date. The electing party Seller 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 Buyer harmless from and against any and all liability, claims, damages, expenses (including reasonable attorneys’ ' and paralegal fees and reasonable attorneys’ ' and paralegal fees on appeal), 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 Buyer if the transaction were a purchase for cash. The provisions of the immediately preceding sentence shall survive closing and the transfer of title to the subject Property to Purchaser. In no event will the Closing be delayed because of any circumstances relating to the Section 1031 exchangeBuyer. Notwithstanding anything to the contrary contained in this paragraphSection, any such Section 1031 exchange shall be consummated through the use of a facilitator or intermediary so that Purchaser Buyer shall in no event be requested or required to acquire title to any property other than the Property. [THE BALANCE OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY].

Tax Deferred Exchange. Purchaser Buyer and Seller agree that, at either Purchaser or Seller’s 's sole election, this transaction shall 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 Seller wishes to make such election, it must do so prior to the Closing Date. If either Seller so elects, the other Buyer shall reasonably cooperatecooperate with Seller, provided any such exchange is consummated pursuant to an agreement that is mutually acceptable to Purchaser Buyer and Seller and which shall be executed and delivered on or before the Closing Date. The electing party Seller 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 Buyer harmless from and against any and all liability, claims, damages, expenses (including reasonable attorneys’ ' and paralegal fees and reasonable attorneys’ ' and paralegal fees on appeal), 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 Buyer if the transaction were a purchase for cash. The provisions of the immediately preceding sentence shall survive closing Closing and the transfer of title to the subject Property to Purchaser. In no event will the Closing be delayed because of any circumstances relating to the Section 1031 exchangeBuyer. Notwithstanding anything to the contrary contained in this paragraphSection, any such Section 1031 exchange shall be consummated through the use of a facilitator or intermediary so that Purchaser Buyer shall in no event be requested or required to acquire title to any property other than the Property. [THE BALANCE OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY].

Tax Deferred Exchange. Purchaser Xxxxx and Seller agree that, at either Purchaser Buyer’s or Seller’s sole election, this transaction shall 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 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 Buyer 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, claims, damages, expenses (including reasonable attorneys’ and paralegal fees and reasonable attorneys’ and paralegal fees on appeal), 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. The provisions of the immediately preceding sentence shall survive closing and the transfer of title to the subject Property to Purchaser. In no event will the Closing be delayed because of any circumstances relating to the Section 1031 exchangeBuyer. Notwithstanding anything to the contrary contained in this paragraph, : any such Section 1031 exchange shall be consummated through the use of a facilitator or intermediary so that Purchaser Buyer shall in no event be requested or required to acquire title to any property other than the Property. [THE BALANCE OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY].

Tax Deferred Exchange. Purchaser Buyer and Seller agree that, at either Purchaser or Seller’s 's sole election, this transaction shall 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 Seller wishes to make such election, it must do so prior to the Closing Date. If either Seller so elects, the other Buyer shall reasonably cooperatecooperate with Seller, provided any such exchange is consummated pursuant to an agreement that is mutually acceptable to Purchaser Buyer and Seller and which shall be executed and delivered on or before the Closing Date. The electing party Seller 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 Buyer harmless from and against any and all liability, claims, damages, expenses (including reasonable attorneys’ ' and 15 paralegal fees and reasonable attorneys’ ' and paralegal fees on appeal), 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 Buyer if the transaction were a purchase for cash. The provisions of the immediately preceding sentence shall survive closing and the transfer of title to the subject Property to Purchaser. In no event will the Closing be delayed because of any circumstances relating to the Section 1031 exchangeBuyer. Notwithstanding anything to the contrary contained in this paragraphSection, any such Section 1031 exchange shall be consummated through the use of a facilitator or intermediary so that Purchaser Buyer shall in no event be requested or required to acquire title to any property other than the Property. [THE BALANCE OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY].

Tax Deferred Exchange. Seller agrees to cooperate with Purchaser and Seller agree that, at either Purchaser or Sellerto effectuate a tax deferred like kind exchange (an “Exchange”) with respect to the acquisition of the Property as part of a so-called tax deferred exchange (“Purchaser’s sole election, this transaction shall be structured as an exchange of like-kind properties under Exchange”) pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended amended, provided that (i) except as hereinafter set forth, all costs, fees and expenses attended to such Purchaser’s Exchange shall be the “Code”)sole responsibility of Purchaser, except for Seller’s attorneys’ fees, (ii) the closing shall not be delayed or affected by reason of such Purchaser’s Exchange nor shall the consummation or accomplishment of the Purchaser’s Exchange be a condition precedent or condition subsequent to Purchaser’s obligation under this Agreement, in the event of any such Purchaser’s Exchange and notwithstanding that in connection with such Purchaser’s Exchange, Purchaser’s rights to acquire the property may be conveyed by Purchaser to an accommodation entity, all representations, warranties, covenants and agreements of Purchaser pursuant to this Agreement shall be deemed to be made by Purchaser, shall survive any conveyance to an accommodation party, shall continue in favor of and in order of the benefit of Seller and shall be enforceable by Seller against Purchaser, as though the Property had been conveyed directly by Seller to Purchaser, all in accordance with the terms of this Agreement, and (v) the regulations and proposed regulations thereunder. The parties agree that if either wishes to make such election, it must do so 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, claims, damages, expenses (including reasonable attorneys’ fees and reasonable attorneys’ fees on appeal), 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. The provisions of the immediately preceding sentence shall survive closing and the transfer of title to the Property to Purchaser. In no event will the Closing be delayed because of any circumstances relating to the Section 1031 exchange. Notwithstanding anything to the contrary contained in this paragraph, any such Section 1031 exchange shall be consummated through the use of a facilitator or intermediary so that Purchaser ’s Exchange shall in no way reduce, abridge or modify any of Purchaser’s obligations or duties, or any of Seller’s right or remedies hereunder. Seller will have no liability to Purchaser in the event be requested the Purchaser’s Exchange is not consummated or required to acquire title to any property other than in the Property. [THE BALANCE OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]event Purchaser does not achieve the desired tax treatment.

Tax Deferred Exchange. Purchaser Buyer and Seller agree that, at either Purchaser Buyer's or Seller’s 's sole election, this transaction shall 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 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 Buyer 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, claims, damages, expenses (including reasonable attorneys’ ' and paralegal fees and reasonable attorneys’ attorneys and paralegal fees on appeal), 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. The provisions of the immediately preceding sentence shall survive closing and the transfer of title to the subject Property to Purchaser. In no event will the Closing be delayed because of any circumstances relating to the Section 1031 exchangeBuyer. Notwithstanding anything to the contrary contained in this paragraph, : (i) any such Section 1031 exchange shall be consummated through the use of a facilitator or intermediary so that Purchaser Buyer shall in no event be requested or required to acquire title to any property other than the Property. [THE BALANCE OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]; and, (ii) if the Buyer desires to do a reverse or parking 1031 exchange, such exchange shall be done using the "exchange first technique" whereby the relinquished property is conveyed to the facilitator or intermediary and the replacement property is conveyed to the Buyer.

Tax Deferred Exchange. Purchaser Buyer and Seller agree that, at either Purchaser Buyer’s or Seller’s sole election, this transaction shall 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 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 Buyer 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, claims, damages, expenses (including reasonable attorneys’ and paralegal fees and reasonable attorneys’ and paralegal fees on appeal), 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. The provisions of the immediately preceding sentence shall survive closing and the transfer of title to the subject Property to Purchaser. In no event will the Closing be delayed because of any circumstances relating to the Section 1031 exchangeBuyer. Notwithstanding anything to the contrary contained in this paragraph, : any such Section 1031 exchange shall be consummated through the use of a facilitator or intermediary so that Purchaser Buyer shall in no event be requested or required to acquire title to any property other than the Property. [THE BALANCE OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY].

Tax Deferred Exchange. Purchaser Buyer and Seller agree that, at either Purchaser Buyer's --------------------- or Seller’s 's sole election, this transaction shall 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 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 Buyer 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, claims, damages, expenses (including reasonable attorneys’ ' and paralegal fees and reasonable attorneys’ ' and paralegal fees on appeal), 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. The provisions of the immediately preceding sentence shall survive closing and the transfer of title to the subject Property to Purchaser. In no event will the Closing be delayed because of any circumstances relating to the Section 1031 exchangeBuyer. Notwithstanding anything to the contrary contained in this paragraph, any such Section 1031 exchange shall be consummated through the use of a facilitator or intermediary so that Purchaser Buyer shall in no event be requested or required to acquire title to any property other than the Property. [THE BALANCE OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY].

Tax Deferred Exchange. Purchaser Buyer and Seller agree that, at either Purchaser Buyer’s or Seller’s sole election, this transaction shall 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 prior to the Closing Date. If either so elects, the other shall reasonably cooperate, provided any such exchange is shall not delay the Closing Date and shall be consummated pursuant to an agreement that is mutually acceptable to Purchaser Buyer 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, claims, damages, Claims and expenses whatsoever (including reasonable attorneys’ and paralegal fees and reasonable attorneys’ fees on appeal), proceedings and causes of action of any kind or nature whatsoever with respect thereto) arising out of, connected with or in any manner related to such Section 1031 exchange that would not have been incurred by the non-electing party if the transaction were a purchase for cash. The provisions of the immediately preceding sentence shall survive closing Closing and delivery of the transfer of title to the Property to Purchaser. In no event will the Closing be delayed because of any circumstances relating to the Section 1031 exchangeDeed. Notwithstanding anything to the contrary contained in this paragraphSection 13, any such Section 1031 exchange shall be consummated through the use of a facilitator or intermediary so that Purchaser neither Buyer nor Seller shall in no event be requested or required to acquire title to any property other than the Property. [THE BALANCE OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY].

Tax Deferred Exchange. Purchaser Buyer and Seller agree that, at either Purchaser or Seller’s Buyer's sole election, this transaction shall 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 Buyer wishes to make such election, it must do so 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 Buyer 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 Seller harmless from and against any and all liability, claims, damages, expenses (including reasonable attorneys’ ' and paralegal fees and reasonable attorneys’ ' and paralegal fees on appeal), proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange that would not have been incurred by the non-electing party Seller if the transaction were a purchase for cash. The provisions of the immediately preceding sentence shall survive closing Closing and the transfer of title to the Property to PurchaserBuyer. In no event will the Closing be delayed because of any circumstances relating to the Section 1031 exchange. Notwithstanding anything to the contrary contained in this paragraph, any Any such Section 1031 exchange shall be consummated on behalf of Buyer through the use of a facilitator or intermediary so that Purchaser which shall in no event be requested or required to acquire title to any property other than the Property. In no event shall the provisions of this SECTION 41 be deemed to allow Buyer to extend the Closing Date. Buyer acknowledges that Seller has agreed to the terms of this section as an accommodation to Buyer and has not rendered any tax advice to Buyer with respect to the compliance of any Section 1031 exchange with the Code or any regulations promulgated thereunder and Buyer has obtained its own tax advice with respect thereto. [THE BALANCE OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLYSIGNATURES AND JOINDER FOLLOW]

Tax Deferred Exchange. Purchaser Buyer and Seller agree that, at either Purchaser or Seller’s Buyer's sole election, this transaction shall 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 Buyer wishes to make such election, it must do so 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 Buyer 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 Seller harmless from and against any and all liability, claims, damages, expenses (including reasonable attorneys’ ' and paralegal fees and reasonable attorneys’ ' and paralegal fees on appeal), proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange that would not have been incurred by the non-electing party Seller if the transaction were a purchase for cash. The provisions of the immediately preceding sentence shall survive closing Closing and the transfer of title to the Property to PurchaserBuyer. In no event will the Closing be delayed because of any circumstances relating to the Section 1031 exchange. Notwithstanding anything to the contrary contained in this paragraph, any Any such Section 1031 exchange shall be consummated on behalf of Buyer through the use of a facilitator or intermediary so that Purchaser which shall in no event be requested or required to acquire title to any property other than the Property. [THE BALANCE OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]In no event shall the provisions of this SECTION 41 be deemed to allow Buyer to extend the Closing Date. Buyer acknowledges that Seller has agreed to the terms of this section as an accommodation to Buyer and has not rendered any tax advice to Buyer with respect to the compliance of any Section 1031 exchange with the Code or any regulations promulgated thereunder and Buyer has obtained its own tax advice with respect thereto.