Reverse 1031 Exchange definition

Reverse 1031 Exchange means, a transaction intended to qualify for non-recognition of gain or loss under Section 1031 of the Code pursuant to which (a) the Section 1031 Counterparty or the Section 1031 Holdco receives funds from the Borrower and/or a Restricted Subsidiary and/or third party financing to acquire Properties owned by one or more third parties, in return for the issuance of a Section 1031 Note to the Borrower and/or such Restricted Subsidiary and secured financing from the third party financing source, (b) such acquired Properties are ‘parked’ with the Section 1031 Counterparty or the Section 1031 Holdco, (c) the Borrower and/or any of its Restricted Subsidiaries conveys Properties to one or more third parties directly or through the Section 1031 Counterparty or the Section 1031 Holdco, (d) proceeds from such conveyance of Properties referenced in clause (c) above are received by the Section 1031 Counterparty or the Section 1031 Holdco and are used to repay such Section 1031 Note and the secured third party financing (if the Equity Interests of the Section 1031 Counterparty are not transferred to the Borrower as referenced in clause (e) below), and (e) the Properties ‘parked’ with the Section 1031 Counterparty or the Equity Interests in the Section 1031 Counterparty are transferred to the Borrower and/or any of its Restricted Subsidiaries, in each case, subject to changes recommended by counsel to the Borrower and reasonably acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld or delayed).
Sample 1
Reverse 1031 Exchange means, a transaction intended to qualify for non-recognition of gain or loss under Section 1031 of the Code pursuant to which (a) a Section 1031 Counterparty receives funds from the Borrower and/or a Restricted Subsidiary to acquire Properties owned by one or more third parties, which the Borrower and/or any of its Restricted Subsidiaries could have acquired pursuant to a transaction permitted by the terms of this Agreement, in return for a Section 1031 Pledged Note, (b) such acquired Properties are ‘parked’ with such Section 1031 Counterparty, (c) the Borrower and/or any of its Restricted Subsidiaries Dispose of Properties to one or more third parties directly or through such Section 1031 Counterparty, (d) proceeds from such Disposal of Properties referenced in clause (c) above are received by the Section 1031 Counterparty and are used by the Section 1031 Counterparty to repay such Section 1031 Pledged Note and (e) the Properties ‘parked’ with the Section 1031 Counterparty or the Equity Interests in such Section 1031 Counterparty are transferred to the Borrower and/or any of its Restricted Subsidiaries, in each case, subject to changes recommended by counsel to the Borrower.
Sample 1Sample 2
Reverse 1031 Exchange means, a transaction intended to qualify for non-recognition of gain or loss under Section 1031 of the Code pursuant to which (a) a Section 1031 Counterparty receives funds from the Borrower and/or a Restricted Subsidiary to acquire Properties owned by one or more third parties, which the Borrower and/or any of its Restricted Subsidiaries could have acquired pursuant to a Permitted Acquisition, in return for a Section 1031 Pledged Note, (b) such acquired Properties are ‘parked’ with such Section 1031 Counterparty, (c) the Borrower and/or any of its Restricted Subsidiaries Dispose of Properties to one or more third parties directly or through such Section 1031 Counterparty, (d) proceeds from such Disposal of Properties referenced in clause (c) above are received by the Section 1031 Counterparty and are used by the Section 1031 Counterparty to repay such Section 1031 Pledged Note and (e) the Properties ‘parked’ with the Section 1031 Counterparty or the Equity Interests in such Section 1031 Counterparty are transferred to the Borrower and/or any of its Restricted Subsidiaries, in each case, subject to changes recommended by counsel to the Borrower and reasonably acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld or delayed).
Sample 1

Examples of Reverse 1031 Exchange in a sentence

  • Except as otherwise expressly permitted in the Loan Agreement and in connection with the Reverse 1031 Exchange, Pledgor shall not make any election, compromise, adjustment or settlement in respect of any of the Collateral.

  • In a Reverse 1031 Exchange, the 20target property is acquired prior to the sale of the initial property, and the proceeds of the sale are21used to pay the costs of financing the purchase of the target property.

  • Notify them that you are participating in a Reverse 1031 Exchange.

  • Consolidated Entities At December 31, 2018, Sandy Plains Centre was the Company's only VIE through an active Reverse 1031 Exchange.

  • Report to be presented on Australia’s national parks.General Business—Notice of MotionNotice given 27 November 2006634 Senators Johnston and Adams: To move—That the following bill be introduced: A Bill for an Act to amend the Commonwealth legislative framework applying to the Australian wheat industry, and for related purposes.

  • If you find a property you would like to acquire before you sell your current property, a Reverse 1031 Exchange can save you thousands of dollars in capital gains tax.


More Definitions of Reverse 1031 Exchange

Reverse 1031 Exchange means, any transaction intended to qualify for non-recognition of gain or loss under Section 1031 of the Code pursuant to which (a) the Section 1031 Counterparty receives funds from the Borrower and/or its Subsidiary and/or third party financing to acquire Properties owned by one or more third parties, in return for a Section 1031 Note from the Borrower and/or its Subsidiary and secured financing from the third party financing source, (b) such acquired Properties are ‘parked’ with the Section 1031 Counterparty, (c) the Borrower and/or its Subsidiary conveys Properties to one or more third parties directly or through the Section 1031 Counterparty, (d) proceeds from such conveyance of Properties referenced in clause (c) above are received by the Section 1031 Counterparty and are used by the Section 1031 Counterparty to repay such Section 1031 Note and the secured third party financing (if the Equity Interests of the Section 1031 Counterparty are not transferred to the Borrower and/or its Subsidiary as referenced in clause (e) below), and (e) the Properties ‘parked’ with the Section 1031 Counterparty or the Equity Interests in the Section 1031 Counterparty are transferred to the Borrower and/or its Subsidiary, in each case, subject to changes recommended by counsel to the Borrower and reasonably acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld or delayed).
Sample 1
Reverse 1031 Exchange means, a transaction or a series of transactions intended to qualify for non-recognition of gain or loss under Section 1031 of the Code pursuant to which (a) a Section 1031 EAT Counterparty receives funds from the Borrower and/or a Restricted Subsidiary to acquire Section 1031 Replacement Properties, which the Borrower and/or any of its Restricted Subsidiaries could have acquired pursuant to a transaction permitted pursuant to this Agreement, in return for a Section 1031 Promissory Note, (b) such acquired
Sample 1
Reverse 1031 Exchange shall include all intermediary steps and transactions taken in connection with the foregoing.
Sample 1

Related to Reverse 1031 Exchange

  • 1031 TAX EXCHANGE The seller of this property may facilitate this sale by use of a 1031 Exchange, and the buyer agrees to sign additional 1031 Exchange documents if required. CONDITION OF PROPERTY: THE PURCHASER UNDERSTANDS THAT THE SELLER ACQUIRED THE PROPERTY BY FORECLOSURE, DEED-IN-LIEU OF FORECLOSURE, FORFEITURE, TAX SALE, RIGHT OF EMINENT DOMAIN OR SIMILAR PROCESS AND CONSEQUENTLY AND OR ANY OTHER WAY. THE SELLER HAS LITTLE OR NO DIRECT KNOWLEDGE CONCERNING THE CONDITION OF THE PROPERTY. XXXXX HAS HAD THE RIGHT TO INSPECT PROPERTY. THE PROPERTY IS SOLD AS IS, SUBJECT TO ANY AND ALL LOCAL GOVERMENT HOUSING CODE VIOLATIONS. AS A MATERIAL PART OF THE CONSIDERATION TO BE RECEIVED BY THE SELLER UNDER THIS AGREEMENT AS NEGOTIATED AND AGREED TO BY THE PURCHASER AND THE SELLER, THE PURCHASER ACKNOWLEDGES AND AGREES TO ACCEPT THE PROPERTY IN "AS IS" CONDITION AT THE TIME OF CLOSING, INCLUDING, WITHOUT LIMITATION, ANY HIDDEN DEFECTS OR ENVIRONMENTAL CONDITIONS AFFECTING THE PROPERTY, WHETHER KNOWN OR UNKNOWN WHETHER SUCH DEFECTS OR CONDITIONS WERE DISCOVERABLE THROUGH INSPECTION OR NOT. THE PURCHASER ACKNOWLEDGES THAT THE SELLER, ITS AGENTS AND REPRESENTATIVES HAVE NOT MADE AND THE SELLER SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTEES, IMPLIED OR EXPRESS, ORAL OR WRITTEN IN RESPECT TO: (A) THE PHYSICAL CONDITION OR ANY OTHER ASPECT OF THE PROPERTY INCLUDING THE STRUCTURAL INTEGRITY OR THE QUALITY OR CHARACTER OF MATERIALS USED IN CONSTRUCTION OF ANY IMPROVEMENTS, AVAILABILITY AND QUANTITY OR QUALITY OF WATER, STABILITY OF THE SOIL, SUSCEPTIBILITY TO LANDSLIDE OR FLOODING, SUFFICIENCY OF DRAINAGE, WATER LEAKS, WATER DAMAGE, MOLD OR ANY OTHER MATTER AFFECTING THE STABILITY, INTEGRITY, OR CONDITION OF THE PROPERTY OR IMPROVEMENTS;

  • Technology Transfer Agreement has the meaning given in Section 2.2(a).

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • Cooperative Stock Certificate With respect to a Cooperative Loan, the stock certificate or other instrument evidencing the related Cooperative Stock.

  • Asset Transfer means a sale, lease or other disposition of all or substantially all of the assets of the Company.

  • Qualified Capital Interests in any Person means a class of Capital Interests other than Redeemable Capital Interests.

  • Budget transfer means transfer of funding within a function / vote.

  • Micro-purchase means a purchase of supplies or services, the aggregate amount of which does not exceed the micro-purchase threshold. Micro-purchases comprise a subset of a district's small purchases as defined in 2 C.F.R. 200.320.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Securitization Transfer The sale or transfer of some or all of the Mortgage Loans to a trust or other entity as part of a publicly-issued or privately-placed, rated or unrated mortgage pass-through or other mortgage-backed securities transaction.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Taxable REIT Subsidiary means any corporation (other than a REIT) in which General Partner directly or indirectly owns stock and General Partner and such corporation jointly elect that such corporation shall be treated as a taxable REIT subsidiary of General Partner under and pursuant to Section 856 of the Code.

  • Cooperative Stock With respect to a Cooperative Loan, the single outstanding class of stock, partnership interest or other ownership instrument in the related Cooperative.

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

  • Initial Business Combination means the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities (“Target Business” or “Target Businesses”), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

  • OTP means One Time Password

  • Stock Connect means the securities trading and clearing linked programme with an aim to achieve mutual stock market access between mainland China and Hong Kong, comprising the Shanghai- Hong Kong Stock Connect and the Shenzhen-Hong Kong Stock Connect.

  • Transfer Application means an application and agreement for transfer of Units in the form set forth on the back of a Certificate or in a form substantially to the same effect in a separate instrument.

  • Subchapter S Corporation (as defined in the Internal Revenue Code of 1986, as amended), Borrower may pay cash dividends on its stock to its shareholders from time to time in amounts necessary to enable the shareholders to pay income taxes and make estimated income tax payments to satisfy their liabilities under federal and state law which arise solely from their status as Shareholders of a Subchapter S Corporation because of their ownership of shares of stock of Borrower, or (d) purchase or retire any of Borrower's outstanding shares or alter or amend Borrower's capital structure.

  • Permitted Lock-Up Agreement means an agreement (the “Lock-up Agreement”) between a Person and one or more holders of Voting Shares (each holder referred to herein as a “Locked-up Person”), the terms of which are publicly disclosed and a copy of which is made available to the public, including the Corporation, pursuant to which such holders agree to deposit or tender Voting Shares to a Take-over Bid (the “Lock-up Bid”) made by the Person or any of such Person’s Affiliates or Associates or any other Person referred to in clause (iii) of the definition of Beneficial Owner, whether such Lock-up Bid is made before or after the Lock-up Agreement is signed, provided that: (i) the Lock-up Agreement permits the Locked-up Person to terminate its agreement to deposit or tender to or to not withdraw Voting Shares from the Lock-up Bid in the event a “Superior Offer” is made to the Locked-up Person. For purposes of this subsection, a “Superior Offer” is any Take-over Bid, amalgamation, arrangement or similar transaction pursuant to which the cash equivalent value of the consideration per share to be received by holders of the Voting Shares under such transaction (the “Superior Offer Consideration”) is greater than the cash equivalent value per share to be received by holders of Voting Shares under the Lock-up Bid (the “Lock-up Bid Consideration”). Notwithstanding the foregoing, the Lock-up Agreement may require that the Superior Offer Consideration must exceed the Lock-up Bid Consideration by a specified percentage before such termination rights take effect, provided such specified percentage is not greater than 7%. For greater clarity, the Lock-up Agreement may contain a right of first refusal or require a period of delay to give the Person who made the Lock-up Bid an opportunity to match a higher price in another Take-over Bid or transaction or similar limitation on the Locked-up Person’s right to withdraw Voting Shares from the agreement, so long as the limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Voting Shares during the period of the other Take-over Bid or transaction; and (ii) no “break-up” fees, “top-up” fees, penalties, expenses, or other amounts that exceed, in the aggregate, the greater of:

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to:

  • IDR Transfer Agreement means an agreement to transfer, subject to the terms of Tariff, Part VI, section 237, Incremental Deliverability Rights to a party for the purpose of eliminating or reducing the need for Local or Network Upgrades that would otherwise have been the responsibility of the party receiving such rights. “Immediate-need Reliability Project” shall have the same meaning provided in the Operating Agreement.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Fannie Mae Transfer As defined in Section 13 hereof.

  • Dividend Reinvestment Acquisition means an acquisition of Voting Shares of any class pursuant to a Dividend Reinvestment Plan;