TAX EXCHANGE Sample Clauses

TAX EXCHANGE. By signing below, the Purchaser agrees to sign any additional documents as may be necessary for Seller in order to facilitate a 1031 Tax Exchange.
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TAX EXCHANGE. Grantor may assign its rights (but not its obligations) under this Easement Agreement to Goldfinch Exchange Company LLC, an exchange intermediary, in order for Grantor to effect an exchange under Section 1031 of the Internal Revenue Code. In such event, Grantor shall provide Grantee with a Notice of Assignment, attached as Exhibit C, and Grantee shall execute an acknowledgement of receipt of such notice.
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TAX EXCHANGE. Buyer shall cooperate, at no expense to Buyer, with Seller in effecting the sale for the Real Property as part of an IRS 1031 exchange, but any such exchange shall not delay the Closing Date.
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TAX EXCHANGE. Buyer hereby acknowledges that it is the intent of the Seller to effect an IRC 1031 tax deferred exchange which will not delay the closing or cause additional expense to the Buyer. The Seller's rights under this agreement may be assigned to a nominated qualified intermediary for the purpose of completing such an exchange. Buyer agrees to cooperate with the Seller and Nominated Intermediary in a manner reasonably necessary to complete the exchange.
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TAX EXCHANGE. Grantor reserves the right to assign this Easement Agreement to Apex Property & Track Exchange, Inc. ("APEX"). Apex is a qualified intermediary within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended, and Treas. Reg. ss. 1.1031(k)-1(g), for the purpose of completing a tax-deferred exchange under said Section 1031 ("TAX-DEFERRED EXCHANGE"). Grantor shall bear all expenses associated with the use of Apex, or necessary to qualify this transaction as a Tax-Deferred Exchange, and, except as otherwise provided herein, shall protect, reimburse, indemnify and hold harmless Grantee from and against any and all reasonable and necessary additional costs, expenses, including attorneys' fees and liabilities which Grantee may incur as a result of Grantor's use of Apex or the qualification of this transaction as a tax-deferred transaction pursuant to Section 1031. Grantee shall cooperate with Grantor with respect to this Tax-Deferred Exchange, and upon Grantor's request, shall execute such documents as may be required to effect this Tax-Deferred Exchange, including, without limitation, the Assignment of Rights Under Easement Agreement attached hereto as EXHIBIT "C".
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TAX EXCHANGE. If the Property qualifies for exchange treatment both Seller and Buyer reserve the right to restructure this transaction as an exchange (including, but not limited to, a tax deferred exchange under Section 1031 of the Internal Revenue Code of 1986 as amended), provided that such restructuring does not delay the closing of this transaction in any way and does not result in the imposition of any additional costs or liabilities upon the other party, and provided further that exchange treatment is not a contingency to this contract. In either such event the parties agree to cooperate with each other, without any delay in the Closing and without cost, expense, or liability to the cooperating party, in connection therewith. Such cooperation will include the right to assign this Contract to a third-party accommodator; provided in such event the assigning party will not be relieved of any liability or obligation hereunder. In connection with any such 1031 exchange of Seller, Seller will pay for all expenses and incur all liability which may relate to such 1031 exchange and Buyer will have no obligation to locate, contract for or take title to any property that Seller may wish to acquire, or to incur any indebtedness, expense, liability or obligation or otherwise adversely affect its rights under this Contract as a part of Buyer's agreement to cooperate.
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TAX EXCHANGE. Grantor may assign its rights (but not its obligations) under this Easement Agreement to Goldfinch Exchange Company LLC, an exchange intermediary, in order for Grantor to effect an exchange under Section 1031 of the Internal Revenue Code. In such event, Grantor shall provide Grantee with a Notice of Assignment, attached as Exhibit C, and Grantee shall execute an acknowledgement of receipt of such notice. Grantor shall bear all expenses associated with the use of Goldfinch or necessary to qualify this transaction as a tax-deferred exchange and except as otherwise provided herein, shall protect, reimburse, indemnify, and hold harmless Grantee from any and all reasonable and necessary additional costs, expenses, attorney fees, and liabilities which Grantee may incur as a result of Grantor’s use of Goldfinch or the qualification of this transaction as a tax-deferred transaction.
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Related to TAX EXCHANGE

  • 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 its constituent partners 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 and its partners 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.

  • Shift Exchange The Employer and the Union agree that shift exchanges are a useful process to allow employees more flexibility and improved work/life balance. Employees within an institution who have the same job classification will be allowed to exchange full shifts for positions in which they are qualified. The shift exchange process will not be used to circumvent the bid system or the supervisory chain of command. Shift exchanges will be in accordance with the following: A. Request for shift exchanges will be submitted seven (7) calendar days in advance of the exchange, when practicable. B. Requests for shift exchanges will be considered on a case-by-case basis. The requested shift exchange is voluntary, and is agreed to in writing by both employees, and approved in writing by the supervisor(s). Requests for shift exchanges will be submitted to the appropriate Appointing Authority or designee for approval. ▇. ▇▇▇▇▇ exchanges may be denied. If denied, the employee will be provided the reason(s) in writing. D. Employees will not submit requests for shift exchanges which would result in overtime. Each employee will be considered to have worked their regular schedule. E. For shift exchanges that occur on an employee’s designated holiday, the employee who is regularly scheduled to work on that holiday will receive the holiday compensation, regardless of who physically worked on that day. F. The failure of an employee who has exchanged shifts to work the agreed upon shift without appropriate cause may be a basis for disciplinary action.

  • 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.

  • Shift Exchanges In no event shall any overtime be payable as a result of employees voluntarily exchanging shifts.

  • Like-Kind Exchange Seller and Purchaser hereby agree that this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to 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) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) 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. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in writing) the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a party as a result of the other party’s assignment of this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder, shall not release either party from any of their respective liabilities and obligations to each other under this Agreement, and that neither party represents to the other that any particular tax treatment will be given to either party as a result thereof.