Tax Deferred Exchanges Clause Samples

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.

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).

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, ▇▇▇▇▇▇▇▇▇ 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

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.

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).

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.

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. Exhibit A: Form of Deed Exhibit B: Form of ▇▇▇▇ 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 (a) Long-Term Parking Agreements Schedule 6.8(b) Long-Term Parking Agreement Roll/Unredeemed Pre-Sold Validations Schedule 6.8(c) Parking Roll, Reduced Rates/Discounts and Frequent ▇▇▇▇▇▇ Programs Schedule 6.9 Insurance Claims Schedule 6.12(b) Environmental Disclosures Schedule 6.15 Commissions and Concessions Schedule 6.16 Changes in Financial Condition Schedule 6.17 Liabilities/Affiliate Transactions Schedule 6.18 Tax Disclosures Schedule 6.20 Accounts Schedule 6.21 Employees Schedule 6.25(b) Marks Schedule 11.1 Notice Addresses (including fax and email) for All Parties ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ LLP ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ KNOW YE THAT, CLOUD 9, LLC, a Connecticut limited liability company having a mailing address of ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, PROPARTNERS IN PARKING, LLC,...

Tax Deferred Exchanges