Tax Free Exchanges Sample Clauses

Tax Free Exchanges. Notwithstanding Section 10.8 hereof, Seller is permitted to designate any Interest as part of a one or more tax-free exchanges under the Code (a “Tax Free Exchange”). Each Interest that is designated as part of a Tax Free Exchange shall be treated as a separate and independent “deferred exchange” within the meaning of Treasury Regulation 1.1031(k)-1(a), with a separate qualified intermediary and as such the Seller shall be eligible to identify up to three potential replacement properties with respect to each Interest and shall not be subject to the limitations set forth in Treasury Regulation Section 1.1031(k)-1(c)(4)(i). The Parties hereto agree to cooperate with the other in each such transaction, including, but not limited to, executing any commercially reasonable documents requested by the Seller and cooperating in a commercially reasonable manner with any facilitator in each such Tax Free Exchange, provided that (a) the Closing shall not be delayed or extended (other than extensions otherwise expressly contemplated by the terms of this Agreement) or affected by reason of any Tax Free Exchange nor shall the consummation or accomplishment of any Tax Free Exchange be a condition precedent or condition subsequent to any Party’s obligations under this Agreement, (b) Seller shall effect each Tax Free Exchange through an assignment or partial assignment of its rights under this Agreement to a qualified intermediary or exchange accommodation titleholder within the meaning of Treasury Regulations Section1.1031(k)-1(g)(4)(v) and (c) Purchaser shall not be required to acquire or hold title to any real property other than the Real Properties for purposes of consummating any Tax Free Exchange. Purchaser shall not by this Agreement or acquiescence to any Tax Free Exchange, (1) have its rights under this Agreement affected or diminished in any manner, (2) be responsible for compliance with or be deemed to have warranted that any Tax Free Exchange in fact complies with applicable provisions of the Code, (3) incur any additional cost or expense or potential liability as a result of any Tax Free Exchange by Seller (other than de minimis costs associated with the review by Purchaser’s counsel of acknowledgments and/or notices required in connection with each such Tax Free Exchange) or (4) be obligated to execute any agreement to effectuate any Tax Free Exchange promulgated by Seller (or any other party to the Tax Free Exchange), other than an acknowledgment and consent....
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Tax Free Exchanges. Notwithstanding Section 6.8 hereof, LMLP is permitted designate any Sold Asset as part of a tax free exchange under the Internal Revenue Code of 1986, as amended. In such event, the parties hereto agree to cooperate with the other in such transaction, including, but not limited to, executing any commercially reasonable documents requested by the designating party and cooperating in a commercially reasonable manner with any facilitator in such transaction, provided that (i) the Partnership shall not incur any liability in connection with the exchange, (ii) the Partnership shall not be obligated to take title to any real property, other than a Sold Asset, (iii) the date of the Closing shall not be extended to accommodate nor shall the Closing be conditioned on consummation of the exchange, and (iv) any and all additional costs and charges attributable to the exchange including, without limitation, actual attorneys’ fees, brokers’ commissions and other transaction-related expenses shall be paid for by LMLP or an LMLP Sale Affiliate immediately upon demand by the Partnership. In addition, LMLP shall indemnify, defend and hold the Partnership and Inland harmless from and against any and all losses, liens, claims, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and costs) sustained by or threatened against the Partnership which result from or arise out of any exchange contemplated by this Section 6.13
Sample 1
Tax Free Exchanges. Buyer and Seller agree to structure the transactions contemplated in this Agreement to preserve and protect Seller’s ability to conduct a tax deferred exchange under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”) and to limit Seller’s exposure to capital gains taxes. Notwithstanding Section 15.3, if Seller desires to sell the Property in connection with such a tax-deferred exchange, Seller may assign its rights under this Agreement to a “qualified exchange intermediary” within the meaning of said Section 1031. In such case, Buyer shall sign such documents, and otherwise reasonably cooperate, as may be reasonably necessary to complete the tax-deferred exchange, including delivering or receiving the Deed or all or a portion of the Purchase Price to or from a third party, provided that such cooperation shall not increase the obligations or potential liability of Buyer under this Agreement or delay the Closing Date or other time frames set forth in this Agreement. [Signatures begin on next page.]
Sample 1
Tax Free Exchanges. Seller shall have the full and unrestricted right to assign the rights and obligations of Seller under the final Purchase Agreement, to one or more substitute buyer or buyers; but such assignment shall not relieve Seller of Seller's obligations hereunder. The purpose of any such assignment is to enable the substitute buyer or buyers to exchange the Property for property owned by Seller, pursuant to a separate exchange agreement between Seller and such substitute buyer or buyers in order to effect a real property exchange under Internal Revenue Code Section 1031. Buyer agrees to cooperate in such exchange, including the execution of all documents reasonably required by Seller's attorney, at no cost or liability to Buyer, and provided that Buyer shall not be required to take title to any other real estate. Seller agrees to hold Buyer harmless from any liability, damage or costs including reasonable attorney's fees that may arise from Buyer's participation in such exchange.
Sample 1
Tax Free Exchanges. A life insurance, endowment or an annuity contract may be exchanged tax-free for an annuity contract pursuant to IRC section 1035. The owner must be the same on both the old and the new contract. In addition, the insured/annuitant must also be the same on both the old and the new contract. Caution must be exercised when exchanging a life policy, subject to a loan, for an annuity contract because the loan will be discharged or forgiven which may result in the recognition of income. The amount of the loan that is forgiven will be considered property received in addition to the exchanged for property (the annuity contract). When this occurs, then the additional property received (also referred to as “boot”) will be taxable to the extent of the gain in the contract, not to exceed the amount deemed to have been received.23 Example: Xxxxxxx owns a life insurance policy with an accumulated value of $110,000, subject to a $20,000 loan, and there are no surrender charges leaving a net cash surrender value (csv) of $90,000. He has a basis in the policy of $80,000 when he decides to exchange the life policy for an annuity contract. The policy has a gain of $30,000 (($90,000 csv + $20,000 loan) - $80,000 basis = $30,000 gain) and the $20,000 loan is forgiven at the time of the exchange. The forgiven loan is considered additional property received as part of the exchange and taxable to extent of the gain, not to exceed the amount of additional property received. Therefore, since the additional property received is valued at $20,000 (the forgiven loan) and the gain at the time of the exchange is $30,000, then Xxxxxxx will be considered to have received $20,000 of ordinary income. If the facts remain the same except the amount of the gain is $12,000, then the exchange would result in the recognition of $12,000 of income and the remaining amount ($20,000 (loan) - $12,000 (gain) = $8,000) will be considered a return of basis. The usual life insurance distribution rules do not apply when there is an exchange and property in addition to the exchanged for property is received. In recent years the Service has issued a number of rulings that have expanded the breadth of section 1035 and created additional planning opportunities for many taxpayers. It is now possible to execute a partial exchange of a contract for another contract as a result of the Xxxxxx decision.24 In Xxxxxx, the taxpayer exchanged a 23 IRC §1031(b). 24 IRC §Conway v. Commissioner, 111 TC 350 (1998), acq. 199...
Sample 1

Related to Tax Free Exchanges

  • 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.

  • Exchange Clearance On the Closing Date, the Firm Shares shall have been approved for listing on the Exchange, subject only to official notice of issuance. On the first Option Closing Date (if any), the Option Shares shall have been approved for listing on the Exchange, subject only to official notice of issuance.

  • Recapitalization, Exchanges, Etc The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Registrable Securities, to any and all shares of equity capital of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or in substitution of the Registrable Securities, in each case as the amounts of such securities outstanding are appropriately adjusted for any equity dividends, splits, reverse splits, combinations, recapitalization and the like occurring after the date of this Agreement.

  • Tax-Free Reorganization Treatment The parties hereto intend that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Each of the parties hereto shall, and shall cause its respective subsidiaries to, use its reasonable best efforts to cause the Merger to so qualify.

  • Recapitalizations, Exchanges, etc The provisions of this Agreement shall apply to the full extent set forth herein with respect to (i) the shares of Common Stock, (ii) any and all shares of voting common stock of the Company into which the shares of Common Stock are converted, exchanged or substituted in any recapitalization or other capital reorganization by the Company and (iii) any and all equity securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in conversion of, in exchange for or in substitution of, the shares of Common Stock and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof. The Company shall cause any successor or assign (whether by merger, consolidation, sale of assets or otherwise) to enter into a new registration rights agreement with the Designated Holders on terms substantially the same as this Agreement as a condition of any such transaction.

  • The Exchange Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined):

  • 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.

  • Mandatory Exchanges The General Partner may in its sole discretion at any time and from time to time, without the consent of any Limited Partner, require any Limited Partner other than an Employed Limited Partner to Transfer in an Exchange Transaction all Units held by such Limited Partner. Any such determinations by the General Partner need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated. In addition, the General Partner may, with the consent of Partners whose Vested Percentage Interests exceed 75% of the Vested Percentage Interests of all Partners in the aggregate, require all Limited Partners to Transfer in an Exchange Transaction all Units held by them.

  • Transfer Exchange and Replacement of Warrant Issuance of Warrant ------------------------------------------------------------------- Shares. ------

  • Securities Lending Transactions 4.l Loan Initiation. From time to time the Bank may lend Securities to --------------- Borrowers and deliver such Securities against receipt of Collateral in accordance with the applicable Securities Borrowing Agreement. The Bank shall deliver to the Lender a Receipt in connection with each loan made hereunder, prior to settlement of such loan.

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