Tax Deferred Exchanges Sample Clauses

Tax Deferred Exchanges. Each party shall have the right (provided that the party exercising the right, herein called the “Exchanger”, has notified the other party in writing at least five (5) business days prior to the Closing Date) to designate an exchange agent to facilitate a tax free exchange which the Exchanger may want to effect. Each party agrees to cooperate with the other in effecting such an exchange provided that the non-Exchanger shall not incur any additional liability or financial obligation as a consequence of the Exchanger’s exchange and the Closing Date shall not be extended thereby. The Exchanger shall indemnify and hold the non-Exchanger harmless from any and all liabilities, claims, losses, or actions which non-Exchanger incurs or to which non-Exchanger may be expose as a result of non-Exchanger’s participation in the contemplated exchange, inclusive of reasonable attorneys’ fees and other costs of defense. This Agreement shall not be subject to, or contingent upon, the Exchanger’s ability to effectuate an exchange. In the event any exchange contemplated by the Exchanger should fail to occur, for whatever reason, the sale of the Property shall nonetheless be consummated as provided herein.
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Tax Deferred Exchanges. From time to time, the Owner Participant may propose to enter into an Exchange Transaction. Each of the parties hereto, agrees to cooperate with the Owner Participant and take such action and deliver such documents as the Owner Participant may from time to time reasonably require in connection with the consummation of such Exchange Transaction; provided, that, in the case of the Loan Participants, they are not, in the reasonable judgment of the Majority in Interest of Holders of Notes, adversely affected thereby and will not bear any expense or incur any liability in connection therewith or as a result thereof, and that, in the case of all parties, no such party will provide any assurance that any such Exchange Transaction proposed, and documented as requested, by the Owner Participant will satisfy the requirements for a tax-deferred exchange, the determination that the Owner Participant’s proposed Exchanged Transaction will satisfy such requirements being solely the responsibility of the Owner Participant. All reasonable costs and expenses incurred by the parties hereto in connection with any proposed Exchange Transaction shall be payable by the Owner Participant. If the parties hereto consent to any action requested by the Owner Participant to be taken in connection with any Exchange Transaction, the Lessor shall take such action. As used herein, an “Exchange Transaction” shall mean the transfer by the Owner Participant of the Undivided Interest (or any portion thereof) pursuant to Section 13 of the Participation Agreement, and the acquisition of a replacement property (or properties) by the Owner Participant, in a manner which the Owner Participant believes will satisfy the requirements for tax-deferred exchanges of property under Section 1031 or 1033 of the Code (including, without limitation, through the transfer of properties, or contract rights thereto, to and from certain intermediaries). The Lessor or the Owner Participant shall reimburse the Lessee for all amounts paid to the Loan Participants or the Indenture Trustee in respect of Claims in connection with any Exchange Transaction to which the Lessee is required to indemnify any such Person in accordance with Section 12 (unless any such Claim is caused by the gross negligence or willful misconduct of the Lessee).
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Tax Deferred Exchanges. ✔ Seller may elect to include the sale of the Property in an IRS Section 1031 Like-Kind Exchange (a tax‐ deferred exchange). In the event Seller makes such an election, Xxxxxxxxx agrees to execute such documents necessary to effectuate such an Exchange, but in no event shall such Exchange affect the terms of the transaction or Seller’s responsibilities to Purchaser under the Contract. Seller shall bear the sole costs as a result of this election. Seller does not wish to institute a 1031 Like-Kind Exchange. Seller(s) Initials: Designated Agent Initials: _____ 5 of 10
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Tax Deferred Exchanges. Seller may elect to include the sale of the Property in an IRS Section 1031 Like-Kind Exchange (a tax‐ deferred exchange). In the event Seller makes such an election, Purchaser agrees to execute such documents necessary to effectuate such an Exchange, but in no event shall such Exchange affect the terms of the transaction or Seller’s responsibilities to Purchaser under the Contract. Seller shall bear the sole costs as a result of this election. Seller does not wish to institute a 1031 Like-Kind Exchange.
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Tax Deferred Exchanges. Each party acknowledges that the other may wish to structure this transaction in such a manner so as to effectuate a tax-deferred exchange. Accordingly, notwithstanding anything to the contrary contained herein, each party shall have the right to assign its rights to a third party for the purpose of effectuating a tax-deferred exchange. The non-exchanging party shall cooperate in all reasonable respects with the exchanging party to effectuate its tax-deferred exchange; provided, however, that (i) the Closing shall not be extended or delayed by reason of such exchange, and (ii) the non-exchanging party shall not be required to incur any additional cost or expense as a result of such exchange.
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Tax Deferred Exchanges. Seller and Buyer each agree, upon the request of the other, to cooperate reasonably with the other party hereto in permitting the requesting party to structure the purchase and sale of the Property as a tax-deferred exchange for such party in compliance with Section 1031 of the Internal Revenue Code of 1986, as amended, PROVIDED THAT the cooperating party shall not be required to pay any additional expenses or assume any additional liability thereby, and provided further that such exchange shall not delay the closing of the purchase and sale of the Property hereunder (other than any delay occasioned by Seller's election to extend the Closing Date as expressly contemplated by Section 1.5, above).
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Tax Deferred Exchanges. Purchaser’s and Seller’s interest in this Agreement may be assigned to a Qualified Intermediary as provided in IRC Regulation 1.1031 in order to facilitate a tax deferred exchange. All costs and expenses incurred by reason of any such exchange shall be borne by the exercising party.
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Tax Deferred Exchanges. Because each Seller owns its interest as a tenant- in-common, the Company acknowledges that any of the Sellers, individually, may desire to complete this transaction as a part of separate like-kind exchanges under Section 1031 of the Code. The Company will cooperate with any Sellers participating in a like-kind exchange to effectuate such exchange, including executing any documents reasonably requested for that purpose and remitting proceeds to a qualified intermediary; provided, however, (a) all costs associated with any exchange shall be paid by the Seller requesting the exchange; and (b) the Company shall not be obligated to assume any additional liabilities by virtue of its cooperation with the exchange. In accordance with the foregoing, the Company consents to an assignment of a Seller’s interest in this Agreement to one or more qualified intermediaries. The Company shall not be required to take title to or contract for purchase of any other property. No assignment by a Seller pursuant to this section shall relieve, absolve or release any party of its obligations, representations or warranties under this Agreement. The provisions of this Section will survive the Closing. [SIGNATURE PAGES FOLLOW] [Signature Page to Purchase and Sale Agreement (Z Airport Parking)] INDEX OF SCHEDULES AND EXHIBITS Exhibit A: Form of Deed Exhibit B: Form of Xxxx of Sale and Assignment Exhibit C: Form of Assignment and Assumption of Contracts Exhibit D: Form of Assignment and Assumption of Parking Agreements Schedule R-1 List of all Other Sellers and Seller Schedule R-2 List of all Acquisition Agreements Schedule R-3 List of all Properties (with Addresses and Legal Descriptions) Schedule 6.5 Litigation Schedule 6.6 Existing Contracts Schedule 6.7(a) Existing Leases Schedule 6.7(b) Rent Roll
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Tax Deferred Exchanges 
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Related to Tax Deferred Exchanges

  • 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.

  • Contribution and Exchange On the terms set forth herein and subject to Section 2.2, Section 2.3, Section 2.4 and Section 2.5:

  • 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.

  • Tax Returns, Payments and Elections The Company has timely filed all tax returns and reports as required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due except in any such case as would not have a material adverse effect on the Company. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date hereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended ("Code"), to be treated as an S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation, or amortization) that would have a material effect on the business, properties, prospects, or financial condition of the Company. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company's federal income tax returns and none of its state income or franchise tax or sales or use tax returns has ever been audited by governmental authorities. Since the date of the Financial Statements, the Company has made adequate provisions on its books of account for all taxes, assessments, and governmental charges with respect to its business, properties, and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all taxes, including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

  • Deferral Elections As provided in Sections 5(f), 6(h) and 14(d), the Executive may elect to defer the Pre-Change in Control Severance Payment, the Post-Change in Control Severance Payment and the Consulting Payment as follows. The Executive’s deferral election shall satisfy the requirements of Treasury Regulation Section 1.409A-2(b) and the terms and conditions of the Deferred Compensation Plan. Such deferral election shall designate the whole percentage (up to a maximum of 100%) of the Pre-Change in Control Severance Payment, the Post-Change in Control Severance Payment and the Consulting Payment to be deferred, shall be irrevocable when made, and shall not take effect until at least twelve (12) months after the date on which the election is made. Such deferral election shall provide that the amount deferred shall be deferred for a period of not less than five (5) years from the date the payment of the amount deferred would otherwise have been made, in accordance with Treasury Regulation Section 1.409A-2(b)(1)(ii).

  • Initial Election The Director shall make an initial deferral election under this Agreement by filing with the Company a signed Election Form within 30 days after the Effective Date of this Agreement. The Election Form shall set forth the amount of Fees to be deferred and shall be effective to defer only Fees earned after the date the Election Form is received by the Company.

  • 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.

  • Tax Returns and Payments; Pension Contributions Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

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