Exchange of Properties Sample Clauses
Exchange of Properties. (a) On the Closing Date, Occidental shall:
(i) effective February 1, 2000, cause OxyChem (Canada) to transfer free and clear from all liens, charges, encumbrances or rights of others all of its right, title and interest in CXY Chemicals Canada Limited Partnership, a British Columbia limited partnership, to an entity designated by CanOxy for value as agreed between Occidental and CanOxy; and
(ii) effective January 1, 2000, cause OCC to transfer free and clear from all liens, charges, encumbrances or rights of others, all of its right, title and interest in CXY Chemicals U.S.A., a Delaware general partnership, to an entity designated by CanOxy for value as agreed between Occidental and CanOxy.
(b) On the Closing Date, CanOxy, as duly authorized agent of CPEL, will take such steps as are necessary to transfer effective January 1, 2000 free and clear from all liens, charges, encumbrances or rights of others, all of its right, title and interest in and to 150 shares of Class B Common Stock, $1.00 par value per share, of OPSA to an entity designated by Occidental for value as agreed between Occidental and CanOxy.
(c) No adjustments shall be made in connection with the transfer of interests and shares described in this section 2.D
(a) except those certain advanced dividends relating to the OPSA shares made subsequent to January 1, 2000.
(d) The respective obligations of CanOxy and Occidental to complete the transfers contemplated by sections 2.D(a) and (b) above (the "Asset Swap") shall be subject to the fulfilment, or the waiver by each of them, at or prior to the Closing Date of the condition that any applicable waiting periods under the HSR Act shall have expired or been earlier terminated.
(e) Each of CanOxy and Occidental shall promptly prepare and submit all necessary applications, notices and other documents required to be filed by and in connection with the transactions contemplated by section 2.D(a)(ii) above pursuant to the HSR Act and shall promptly file such additional information as may be properly requested pursuant to the HSR Act and take such other reasonable action as may be required to terminate the waiting period under the HSR Act.
(f) If the applicable waiting period under the HSR Act has not expired or been earlier terminated by the Closing Date, the parties shall complete the transactions contemplated by sections 2.A, B and C above in accordance with the terms of the agreement and shall defer completion of the Asset Swap until such time as s...
Exchange of Properties. (a) Any other provision of this Agreement notwithstanding, Seller and Buyer each has the right to exchange the Property to qualify as a tax-deferred exchange under the provisions of Section 1031 of the Code.
(b) Buyer shall cooperate with Seller in consummating this transaction as an exchange, through a qualified intermediary but not by acquiring a property designated by Seller to be exchanged; provided, however, that (i) Buyer incurs no additional cost or expense attributable to the exchange beyond the costs or expenses that it would incur in consummating this transaction as a straight purchase and sale, including reasonable attorneys' fees, deed excise taxes and recording fees; (ii) Seller shall Indemnify and hold Buyer and its partners, shareholders, officers, directors, employees and affiliates harmless from and against all liability arising out of Buyer's cooperation in effecting the exchange as requested by Seller;
Exchange of Properties. (a) The Issuer may remove Released Assets and Exchanged Properties from the Collateral Pool in exchange for the addition of one or more Qualified Substitute Properties, to the Collateral Pool subject to the terms and provisions set forth herein and in the Indenture. No Property will constitute a Qualified Substitute Property unless, after giving effect to the transfer of such Property via the acquisition of a Qualified Substitute Property Owner Interest to the related Issuer, either (i) a Maximum Property Concentration is not exceeded, or (ii) if, prior to such substitution, an existing Maximum Property Concentration is already exceeded, the addition of such Qualified Substitute Property Owner Interest will reduce the Maximum Property Concentration or such Maximum Property Concentration will remain unchanged after giving effect to such substitution.
(b) In the event that the Issuer elects to substitute one or more Qualified Substitute Properties pursuant to this Section 25, the Property Manager shall require the Issuer to deliver to the Custodian all documents as specified in the definition of “Lease File” with respect to each Qualified Substitute Property. Monthly Lease Payments due with respect to Qualified Substitute Properties in the month of substitution shall not be part of the Collateral and will be retained by the Property Manager and remitted by the Property Manager to the Issuer on the next succeeding Payment Date. For the month of substitution, the Available Amount shall include the Monthly Lease Payment due on the Lease for the Removed Property for such month and, thereafter, the applicable Issuer designee shall be entitled to retain all amounts received in respect of such Lease. On or prior to the effective date of any such substitution, the Property Manager shall deliver to the Custodian and the Issuer an amended Lease Schedule reflecting the addition to the Collateral of each new Qualified Substitute Property and related Lease and the removal from the Collateral of each Removed Property and related Lease. Upon such substitution, each Qualified Substitute Property shall be subject to the terms of this Agreement in all respects, and the Issuer shall be deemed to have made the representations and warranties contained in Section 2.20 of the Indenture with respect to each Qualified Substitute Property.
(c) The Issuer shall effect such substitution by having each Qualified Substitute Property, which may include Replacement Properties acquired by t...
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Exchange of Properties. 61.1 You may have the right to exchange your home with another tenant of a registered provider of social housing or a local authority subject to obtaining our prior written consent (which shall not be unreasonably withheld) and the prior written consent of the other landlord.
61.2 Not all tenants and not all properties qualify for the right to exchange. We will upon written request confirm to you whether you qualify and the reasons if not.
Exchange of Properties. The City and the Developer agree that the exchange of parcels is necessary to accomplish the objectives of the MPD zoning, which includes:
Exchange of Properties. Provided the predisposition requirements set forth herein have been satisfied, the City shall convey the City Property to the County, and the County shall convey the County Property to the City pursuant to those intended uses described in Recital “B” and consistent with the terms, covenants, and conditions of this Agreement.
Exchange of Properties. (a) Notwithstanding any terms in the Agreement to the contrary, Seller shall have the right to exchange the Property to qualify as a tax-deferred exchange under the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations thereunder.
(b) Buyer agrees to cooperate with Seller with respect to any tax-deferred exchange pursuant to the provisions of Section 1031 of the Code and the Treasury Regulations thereunder, provided that (i) Buyer incurs no additional cost or expense attributable to the exchange, including reasonable attorneys' fees, deed excise taxes and recording fees; (ii) Seller agrees to indemnify and hold Buyer harmless from and against all liability arising out of its cooperation in effecting the exchange as requested by Seller; and (c) Buyer shall have no personal liability with respect to the deferred exchange and shall not be required to purchase any replacement property (the "Replacement Property").
Exchange of Properties. JW Trust agrees to transfer JW Trust’s Property to WDM and upon execution of this Agreement, JW Trust shall execute and deliver to WDM the Assignment of Membership Interest in the form attached hereto as Exhibit A. Likewise, WDM agrees to transfer WDM’s Property to JW Trust and upon execution of this Agreement, WDM shall execute and deliver to JW Trust the Stock Power and Assignment in the form attached hereto as Exhibit B.
Exchange of Properties. In consideration of the covenants and conditions contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged:
(a) Subject to the provisions of this Agreement, on the Closing Date HSR shall exchange with and assign to Patina the Patina Purchase Properties as of the Effective Time;
(b) Subject to the provisions of this Agreement, on the Closing Date Patina shall exchange with and assign to HSR the HSR Purchase Properties as of the Effective Time; and
(c) The parties recognize that certain formations included in certain of the Properties are subject to tax credit agreements relating to production from such formations and, although these tax credit agreements will be terminated prior to Closing, the interests that were subject to the tax credit agreements may not be utilized in a