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 Free Exchange. Seller and Buyer each hereby reserve the right to include this transaction as part of one (1) or more tax deferred exchange transactions pursuant to Code Section 1031 and comparable provisions of applicable state law, at no out-of-pocket cost, expense, risk or liability to the other party hereto. Seller and Buyer agree to cooperate with the other party hereto, and to execute any and all documents (including without limitation Code Section 1031 exchange documents) reasonably necessary in connection therewith; provided, however, that the closing of the transaction for the conveyance of the Property shall not be contingent upon, and shall not be subject to, the completion of such exchange, nor shall such affect the Closing Date hereunder. Buyer and Seller shall be obligated to close title to the Property on or before the Closing Date whether or not Buyer or Seller, as applicable, shall have consummated an intended Code Section 1031 tax deferred exchange transaction.
Tax Free Exchange. Seller and Buyer agree that, at either party's election, either party (the “Electing Party”) may consummate the sale or acquisition, as the case may be, of the Property as a so-called like-kind or tax-deferred exchange (the “Tax-Free Exchange”) pursuant to Section 1031 of the Code and the other party (the “Non-Electing Party”) agrees to reasonably cooperate with the Electing Party in connection therewith (including but not limited to executing such documents as the Electing Party may reasonably request), provided that: (i) the Electing Party shall effect the Exchange through an assignment of its rights, but not its obligations, under this Agreement to a qualified intermediary as provided in Treasury Regulations Section 1.1031(k)-1(g)(4) and the Non-Electing Party shall not be required to acquire or hold title to any real property for purposes of consummating the Exchange; (ii) the Electing Party shall pay any additional costs that would not otherwise have been incurred by either party had the Electing Party not consummated the sale through an Exchange; (iii) the Closing shall not be delayed by reason of an Exchange; (iv) such Exchange shall not be contrary to or inconsistent with the terms of this Agreement; and (v) the Electing Party shall, and hereby does, indemnify and hold the Non-Electing Party harmless from any loss, cost, damage, liability or expense which may arise or which the Non-Electing Party may suffer in connection with an Exchange. The Non-Electing Party shall not by this Agreement or acquiescence to the Exchange (1) have its rights under this Agreement affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted to the Requesting Party that the Exchange in fact complies with Section 1031 of the Code. The indemnification provisions set forth in this Section 11T shall survive the Closing. U.Preparation and Delivery of Financial Statements.
Tax Free Exchange. (a) Purchaser shall use commercially reasonable efforts to cooperate with Seller (which cooperation shall be at Seller's expense) in structuring one or more Section 1031 exchanges, if so desired by Seller, provided that such structuring shall not materially adversely affect Purchaser's rights hereunder.
(b) Purchaser shall not be required to incur any additional liability by reason of the provisions of this Section 2.5 and Seller hereby ----------- indemnifies Purchaser from and against any and all cost, expense, loss, liability or damage resulting from its cooperation under this Section 2.5. -----------
(c) Purchaser and its agents and attorneys do not guarantee any specific tax treatment by reason of this Section 2.5. -----------
(d) Any reasonable costs and expenses incurred by purchaser in connection with Purchaser complying with the terms of this Section 2.5 shall ----------- be paid by Seller.
Tax Free Exchange. It is the intent of the respective parties that this Agreement be treated as a tax free exchange under the Section 368 of the Internal Revenue Code.
Tax Free Exchange. The parties hereto intend that the exchange herein be tax-free pursuant to Section 368 of the Internal Revenue Code of 1986. No revenue ruling or opinion of counsel is being sought in this regard and such tax treatment is not a condition to closing herein.
Tax Free Exchange. Notwithstanding any terms in this Agreement to the contrary, Seller and Buyer shall have the right to consummate the transactions contemplated by this Agreement in a manner which qualifies as a tax-deferred exchange, in whole or in part, under the provisions of Section 1031 of the Internal Revenue Code, and the Treasury Regulations thereunder. Seller and Buyer agree to cooperate with each other with respect to any tax-deferred exchange pursuant to the provisions of Section 1031 of the Code and the Treasury Regulations thereunder and to execute any and all documents reasonably requested in connection therewith. Without limiting the foregoing, Seller and Buyer shall have the right to (i) transfer interests in the Property or this Agreement to one or more of its direct or indirect members or partners, (ii) transfer all or any portion of Seller’s and Buyer’s (or its transferee’s) interests under this Agreement to a qualified intermediary (“Intermediary”) in accordance with the provisions of Section 1031 of the Internal Revenue Code and the Treasury Regulations thereunder (and, as a result of the transfer, the Intermediary will acquire an equitable interest in the title to the Property) provided that Seller and Buyer shall simultaneously with such transfer confirm their respective continued obligations to one another under this Agreement and (iii) cause all or any portion of the Purchase Price to be transferred to a qualified escrow or qualified trust in accordance with the provisions of Section 1031 of the Internal Revenue Code and the Treasury Regulations thereunder. Any such exchange shall be accomplished by supplemental instructions reasonably acceptable to both patties (“Exchange Instructions”), including any exchange documents and instructions with the qualified intermediary. The non-exchanging party shall execute and deliver to the exchanging party or Escrow Holder any and all of the Exchange Instructions provided to the non-exchanging party by the exchanging party within three (3) business days after the receipt of such Exchange Instructions. Each party shall bear its own costs and expenses (including, without limitation, attorneys’ fees and costs) incurred in connection with the preparation and review of the Exchange Instructions. However, neither party shall be obligated to acquire title to any other real property, or be required to incur any additional liability or financial obligation as a consequence of the other party’s contemplated exchange. Buye...
Tax Free Exchange. Each party hereby agrees to take reasonable actions at Closing as are reasonably necessary to help the other to effectuate a like-kind exchange of the Property pursuant to Section 1031 of Internal Revenue Code (the "Code"). Provided, however, that in no event shall the non-requesting party be required to sign any document, nor take title to any other real property, nor to incur any additional expenses or liability in order to effectuate the like-kind exchange. In addition, the Closing shall not be delayed by the requesting party. Seller or Buyer, as the case may be, agrees to indemnify, defend and hold the other party harmless from and against any and all costs, expenses, claims and other liabilities of any kind arising with regard to the effectuation of a tax free exchange as described herein. Notwithstanding anything to the contrary provided herein, the non-requesting party makes no representations or warranties as to the tax treatment of the transaction contemplated hereby or the ability of the transaction contemplated to qualify for like-kind exchange treatment pursuant to Section 1031 of the Code. In the event both parties desire to effectuate a like-kind exchange as described herein, each party shall pay any and all costs associated with their respective transactions.
Tax Free Exchange. Unless the other parties shall otherwise agree in writing, none of the Shareholders, the Parent or the Company shall knowingly take or fail to take any action, which action or failure to act would jeopardize the qualification of the Exchange as an exchange within the meaning of Section 351 of the Code.
Tax Free Exchange. Purchaser may consummate the purchase of the Property as part of a so-called like kind exchange (the "Exchange") pursuant to 1031 of the Internal Revenue Code of 1986, as amended (the "Code"), provided that: (i) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the Exchange be a condition precedent or condition subsequent to Purchaser's obligations under this Agreement; (ii) Purchaser shall effect the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary; (iii) Seller shall not be required to take an assignment of the purchase agreement for the relinquished property or be required to acquire or hold title to any real property for purposes of consummating the Exchange; and (iv) Purchaser shall pay any additional costs that would not otherwise have been incurred by Purchaser or Seller had Purchaser not consummated its purchase through the Exchange. Seller shall not by this agreement or acquisescent to the Exchange (1) have its rights under this Agreement affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted to Purchaser that the Exchange in fact complies with 1031 of the Code.
