Common use of Exchange of Properties Clause in Contracts

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 such applicable waiting periods have expired or been earlier terminated. Prior to December 31, 2000 each of Occidental and CanOxy shall use their reasonable commercial efforts to complete the Asset Swap but if it has not been completed by December 31, 2000 then the obligations of CanOxy and Occidental hereunder with respect to the Asset Swap shall terminate. (g) Each entity designated by CanOxy or Occidental, as the case may be, shall itself be solely responsible for any transfer tax applicable in respect of such entity in relation to the transactions contemplated by this section 2.D and, for greater certainty, the applicable purchase price is exclusive of any such taxes. Under no circumstances shall Teachers' be responsible for any such taxes.

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) ss.0 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(ass.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)(iiss.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.Ass.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 such applicable waiting periods have expired or been earlier terminated. Prior to December 31, 2000 each of Occidental and CanOxy shall use their reasonable commercial efforts to complete the Asset Swap but if it has not been completed by December 31, 2000 then the obligations of CanOxy and Occidental hereunder with respect to the Asset Swap shall terminate. (g) Each entity designated by CanOxy or Occidental, as the case may be, shall itself be solely responsible for any transfer tax applicable in respect of such entity in relation to the transactions contemplated by this section 2.D ss.2.D and, for greater certainty, the applicable purchase price is exclusive of any such taxes. Under no circumstances shall Teachers' be responsible for any such taxes.

Exchange of Properties. (a) On In accordance with the Closing Dateterms of this Agreement, Occidental shall: PHF agrees to effect each Exchange hereunder for the benefit of the Exchangor by (ia) effective February 1acquiring one or more Relinquished Properties from the Exchangor, 2000, cause OxyChem (Canadab) transferring such Relinquished Property(ies) to transfer free one or more Buyers pursuant to the method described in Section 2.2, (c) acquiring one or more Replacement Properties from one or more Sellers and clear from all liens, charges, encumbrances (d) transferring such Replacement Property(ies) to the Exchangor pursuant to the method described in Section 2.3 in transactions intended to qualify as exchanges in accordance with Section 1031 of the Code. Exchangor shall be solely responsible for determining the scope of each separate and distinct Exchange hereunder by matching one 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 more Relinquished Properties with one 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 CanOxymore Replacement Properties. (b) On No transfer by the Closing Date, CanOxy, as duly authorized agent Exchangor of CPEL, will take such steps as are necessary Relinquished Property pursuant 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 this Agreement shall be made unless: (i) on the date of such transfer, each of the representations and warranties of Holdings in Section 8 of the Loan Agreement are true and correct on and as of such date and shall be deemed to have been made on such date with the same effect as though made on and as of such date, (ii) no Parent Downgrade Event, Loan Event of Default, Potential Loan Event of Default, Default, Event of Default, Potential Amortization Event or Amortization Event shall have occurred and is continuing or would result from the making of such transfer, (iii) on the date of such transfer, the only debt secured by such Relinquished Property are the Loans and related liabilities arising under the Loan Agreement, (iv) the representations and warranties of PHF in Article VI are true and correct on and as of such date and shall be deemed to have been made on such date with the same effect as though made on and as of such date and (v) the Termination Date under this Agreement has not occurred. In connection with any such transfer, the transfer of interests Exchangor, by making such transfer, shall be deemed to have represented and shares described in this section 2.D (a) except those certain advanced dividends relating warranted to the OPSA shares made subsequent to January 1effect set forth in clauses (ii), 2000. (d) The respective obligations of CanOxy and Occidental to complete the transfers contemplated by sections 2.D(aiii) and (bv) above, Holdings shall be deemed to have represented and warranted to the effect set forth in clause (i) above (the "Asset Swap") and PHF shall be subject deemed to have represented and warranted 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 terminatedeffect set forth in clause (iv) above. (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 such applicable waiting periods have expired or been earlier terminated. Prior to December 31, 2000 each of Occidental and CanOxy shall use their reasonable commercial efforts to complete the Asset Swap but if it has not been completed by December 31, 2000 then the obligations of CanOxy and Occidental hereunder with respect to the Asset Swap shall terminate. (g) Each entity designated by CanOxy or Occidental, as the case may be, shall itself be solely responsible for any transfer tax applicable in respect of such entity in relation to the transactions contemplated by this section 2.D and, for greater certainty, the applicable purchase price is exclusive of any such taxes. Under no circumstances shall Teachers' be responsible for any such taxes.