Tax Free Exchange definition

Tax Free Exchange means an exchange of stock that would result in no tax consequences to the holding company, the stock savings institution, and its stockholders under State or federal law.

Tax Free Exchange means that, in connection with any proposed transfer and assumption of indebtedness under either series of Notes of the type envisaged by Article IV of this Indenture, (i) no gain or loss will be recognized by Holders of such Notes for United States federal income tax purposes and no capital gain will arise for United Kingdom tax purposes as a direct result of such transfer; (ii) no transfer or similar taxes will be imposed on Holders of such Notes under the laws of the United States or the United Kingdom as a direct result of such transfer; and (iii) such series of Notes will continue to be classified as debt and will not be classified as equity for United States federal income tax purposes.

Tax Free Exchange has the meaning set forth in Section 3.5 of this Agreement.

Examples of Tax Free Exchange in a sentence

• Seller shall cooperate with Buyer in effecting an Internal Revenue Service Section 1031 Tax Free Exchange, including the execution of an agreement in a form to be provided by Buyer so long as there is no expense to Seller, and the process does not in any way delay Closing.

• 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).

• Seller shall indemnify Purchaser and hold Purchaser harmless from any and all actual out of pocket third party costs, damages, claims, liabilities or expenses (including without limitation, court costs and reasonable attorneys’ fees and disbursements) incurred by Purchaser solely in connection with any exercise by Seller of any of its rights under this Section 10.13 to designate any Interest as part of a Tax Free Exchange.

• Buyer shall cooperate with Seller in effecting an Internal Revenue Service Section 1031 Tax Free Exchange, including the execution of an agreement in a form to be provided by Seller as long as there is no expense to Buyer, the process does not in any way delay Closing, and Buyer is not required to take title to any other property.

More Definitions of Tax Free Exchange

Tax Free Exchange. Notwithstanding the provisions contained above relating to the sale of the Property, the parties acknowledge the possible desire and intention of Seller, if possible, to exchange the Property for property of a like kind or to utilize proceeds from a conveyance of other property in an exchange qualifying as a tax free exchange under Section 1031 of the Internal Revenue Code of 1986 (as amended), Purchaser and Seller shall each cooperate fully to implement such exchange as hereinafter provided (at no additional expense to the other party).

Tax Free Exchange means shall mean an exchange of stock which that would result in no tax

Tax Free Exchange has the meaning given such term in Section 3(f).

Tax Free Exchange shall have the meaning set forth in Section 8.06(f).

Tax Free Exchange. Each party shall cooperate fully with the other party in connection with any tax-free exchange the party or party’s assignees desire to complete. Neither party shall be charged with any additional expense as a result of cooperating with an exchange transaction for the other party. Each party shall indemnify and hold the other party harmless from any liability incurred by the other party as a result of that other party cooperation in the tax-free exchange.

Tax Free Exchange means that, in connection with any proposed transfer and assumption of indebtedness under the notes

Tax Free Exchange has the meaning set forth in Section 3.5. “Taxes” means any federal, state, county, city, local or foreign, real property, personal property, sales, use, room, occupancy, ad valorem or similar taxes, assessments, levies, charges or fees imposed by any Governmental Authority on Seller with respect to the Property or the Business, including, without limitation, any interest, penalty or fine with respect thereto, but expressly excluding any (i) federal, state, county, city, local or foreign income, capital gain, gross receipts, capital stock, franchise, profits, estate, gift or generation skipping tax, or (ii) transfer, documentary stamp, recording or similar tax, levy, charge or fee incurred with respect to the transaction described in this Agreement. “Temporary Starbucks Agreements” has the meaning set forth in Section 8.3.3. “Tenant Leases” has the meaning set forth in Section 2.1.8. “Third‑Party Claim” means, with respect to the Person in question, any claim, demand, lawsuit, arbitration or other legal or administrative action or proceeding against the Person in question by any other Person that is not an Affiliate of the Person in question. “Title Commitment” has the meaning set forth in Section 5.1. “Title Company” means Fidelity National Title Insurance Company (together with any co-insurers or underwriters as Purchaser may select in its sole discretion). “Title Policy” has the meaning set forth in Section 5.4. “Trade Payables” has the meaning set forth in Section 11.2.10. “Unpermitted Exceptions” has the meaning set forth in Section 5.3.1. 9 AUS-6206654-10 6055890/60 “WARN Act” means the Worker’s Adjustment and Retraining Xxxxxxxxxxxx Xxx, 00 X.X.X. §0000, et seq., as well as the rules and regulations thereto, set forth in 00 XXX 000, et seq., and any similar state and local laws, as amended from time to time, and any regulations, rules and guidance issued pursuant thereto. “Warranties” has the meaning set forth in Section 2.1.15. ARTICLE II