Common use of Exchange Transaction Clause in Contracts

Exchange Transaction. The Buyer agrees to cooperate with the Sellers in consummating this transaction as an exchange by the Sellers of like-kind properties under Internal Revenue Code Section 1031 at no additional expense or other adverse consequence to the Buyer and with no delay in the Closing, such cooperation to include, without limitation, the Buyer's purchase of the Property from a reputable intermediary of the Sellers' choice and execution of such documents in. connection therewith as the Sellers may reasonably request; provided, however, the Buyer shall not be required to accept a conveyance of record title to the Sellers' exchange property. The Sellers may assign the Sellers' rights and obligations under this Agreement, without the Buyer's consent and at any time on or prior to the Closing, to the Sellers' designated intermediary with written notice of assignment to the Buyer. The designated intermediary may, but need not, act as the agent of the Sellers in the performance of any of the Sellers' obligations under this Agreement. The Buyer agrees to accept performance of the Sellers' obligations under this Agreement from the designated intermediary and to render performance of the Buyer's obligations under this Agreement to the designated intermediary if and when requested to do so by the Sellers in writing. The Buyer further agrees that any and all warranties, liabilities, and obligations made or undertaken by the Buyer pursuant to the terms of this Agreement or in connection with the transactions contemplated by this Agreement shall be fairly enforceable by the Sellers, notwithstanding the Sellers' assignment of rights to a designated intermediary. Likewise, the Sellers agree that any and all liabilities and obligations of the Sellers to the Buyer under this Agreement shall not be released or discharged by the Sellers' assignment of their rights hereunder to a designated intermediary. The Buyer shall not be required to incur additional costs and expenses under this Agreement in connection with the Buyer's cooperation with such 1031 exchange.

Exchange Transaction. The Buyer agrees to cooperate Borrower has entered into the Master Lease with the Sellers Mortgagor in consummating this transaction as an exchange by the Sellers of order to effectuate a reverse like-kind properties exchange under Section 1031 of the Internal Revenue Code Section 1031 and Revenue Procedure 2000-37, 2002-2 C.B. 308 being conducted at no additional expense or other adverse consequence to the Buyer request of and with no delay on behalf of CVD, as exchangor. This arrangement is described in the ClosingAccommodation Agreement, such cooperation pursuant to include, without limitation, which the Buyer's purchase of the Property from a reputable intermediary of the Sellers' choice Borrower and execution of such documents in. connection therewith as the Sellers may reasonably request; provided, however, the Buyer shall not be required to accept a conveyance of record title to the Sellers' exchange property. The Sellers may assign the Sellers' CVD have certain rights and obligations to complete the (a) transfer of the membership interests in the Borrower to CVD or (b) the assignment and assumption of the tenant’s interest under this Agreementthe Master Lease from Borrower to CVD during the Parking Period (the “Exchange Purchase”). In order to qualify for “like kind” treatment under Revenue Procedure 222-37, without the Buyer's consent disposition of the relinquished property and at any time closing of the Exchange Purchase must occur on or prior before 180 days following the closing of the transactions contemplated by the Accommodation Agreement (the “Parking Period”). Notwithstanding anything to the Closingcontrary set forth in this Mortgage or in the other Loan Documents, the Mortgagee hereby consents to the Sellers' designated intermediary with written notice of assignment to the Buyer. The designated intermediary may, but need not, act as the agent of the Sellers in the performance of any of the Sellers' obligations under this Agreement. The Buyer agrees to accept performance of the Sellers' obligations under this Agreement from the designated intermediary and to render performance of the Buyer's obligations under this Agreement to the designated intermediary if and when requested to do so by the Sellers in writing. The Buyer further agrees that any and all warranties, liabilities, and obligations made or undertaken by the Buyer Exchange Purchase pursuant to the terms of the Accommodation Agreement, subject to the following conditions: (a) The closing of the Exchange Purchase pursuant to the terms of the Accommodation Agreement (the “Exchange Closing”) shall occur not later than six (6) months from the date hereof; and (c) if the Exchange Purchase is completed by the assignment and assumption of the tenant’s interest under the Master Lease from Borrower to CVD rather than the transfer of the membership interests in the Borrower to CVD, then CVD shall satisfy the following conditions: (i) CVD shall have duly executed and delivered an assumption agreement in form and substance satisfactory to the Mortgagee (the “Mortgage and Note Assumption Agreement”) pursuant to which CVD shall assume, on a fully recourse basis, the obligations of the Mortgagor hereunder, under the Note and under all of the Loan Documents and shall reaffirm all of the representations and warranties thereunder; (ii) CVD shall have delivered to the Mortgagee New York State and local UCC, judgment, lien, bankruptcy and patriot act searches against CVD, and any other searches and informational deliveries reasonably requested by CVD or its counsel, dated within 30 days of the Exchange Closing all of which shall be satisfactory to Mortgagee’s counsel; (iii) CVD shall have caused to be delivered to the Mortgagee an endorsement of the title insurance policy insuring the lien of this Agreement or Mortgage, satisfactory in connection with form and substance to the Mortgagee and its counsel, which shall evidence the assumption, by CVD, of the leasehold estate in the Premises created pursuant to the Master Lease; (iv) CVD shall have delivered to the Mortgagee a certificate of resolutions, in form and substance satisfactory to the Mortgagee and its counsel, adopted by CVD’s board of directors, authorizing the transactions contemplated by this the Mortgage and Note Assumption Agreement and the Loan Agreement; and (v) CVD shall have executed and/or delivered any other document or instrument, as may be fairly enforceable reasonably requested by the Sellers, notwithstanding Mortgagee or its counsel to effectuate the Sellers' assignment of rights to a designated intermediary. Likewise, the Sellers agree that any and all liabilities and obligations of the Sellers to the Buyer under this Agreement shall not be released or discharged by the Sellers' assignment of their rights hereunder to a designated intermediary. The Buyer shall not be required to incur additional costs and expenses under this Agreement in connection with the Buyer's cooperation with such 1031 exchangeforegoing.

Exchange Transaction. The Buyer Subject to the terms and conditions of this Agreement, and provided that the obligations of the Committed Holders under this Agreement have not been terminated in accordance with Paragraph 11, at the closing of the Exchange Transaction (the “Closing”), each Committed Holder hereby agrees to cooperate exchange (or cause to be exchanged) all Existing Notes then specified on Schedule 1 across from such Committed Holder’s name together with all Existing Notes hereafter acquired by such Committed Holder (the “Committed Notes”), pursuant to and in accordance with the Sellers terms of an Exchange Transaction agreement (the “Exchange Transaction Agreement”), which Exchange Transaction Agreement shall have terms to be mutually agreed among the Companies and the Controlling Bondholders and otherwise not inconsistent with the terms and conditions set forth in consummating the Summary of Terms attached hereto as Annex A. Each Committed Holder will, in connection with the execution and delivery of the Exchange Transaction Agreement, execute a customary letter of transmittal and consent and provide customary instructions through the Depository Trust Company to give effect to the Exchange Transaction and provide the consent to the Proposed Amendments with respect to the Committed Notes, in each case, to be on the terms to be mutually agreed among the Companies and the Controlling Bondholders and otherwise not inconsistent with the Summary of Terms attached hereto as Annex A. If (i) the Company and the Controlling Bondholders determine not to pursue the Exchange Transaction and, instead, the Company commences the Exchange Offer, or (ii) the Company commences the Exchange Offer and has not consummated the Exchange Transaction prior to the expiration of the Exchange Offer, then, subject to the terms and conditions of this transaction Agreement, and provided that the obligations of the Committed Holders under this Agreement have not been terminated in accordance with Paragraph 11, each Committed Holder hereby agrees to tender (or cause to be tendered) all Committed Notes pursuant to and in accordance with the Exchange Offer (promptly following the commencement of such Exchange Offer in the case of clause (i) above and prior to the expiration of the Exchange Offer in the case of clause (ii) above) and take such other reasonable and customary actions as an may be necessary to effect the exchange of such Committed Notes in the Exchange Offer so long as not inconsistent with the terms of this Agreement. So long as this Agreement remains in effect, from the date hereof until the closing of the Restructuring Transactions, no Committed Holder shall (A) Transfer (as defined below) any of the Committed Notes owned by it as of the Sellers of likedate hereof, in whole or in part, (B) grant any power-kind properties under Internal Revenue Code Section 1031 at no additional expense of-attorney or other adverse consequence voting agreement, authorization or consent in or with respect to any such Committed Notes to the Buyer and extent such grant, voting agreement, authorization or consent would reasonably be expected to result in breach of this Agreement by such Committed Holder or would otherwise restrict, limit, interfere with no or delay in any material respect the Closing, performance of such cooperation to include, without limitation, Committed Holder’s obligations hereunder or the Buyer's purchase consummation of the Property from a reputable intermediary Exchange Transaction or any of the Sellers' choice and execution other Restructuring Transactions, (C) deposit such Committed Notes into a voting trust or enter into a voting agreement or arrangement with respect to such Committed Notes or (D) take any other action, directly or indirectly, with respect to such Committed Notes or otherwise that would restrict, limit, interfere with or delay in any material respect the performance of such documents in. connection therewith as Committed Holder’s obligations hereunder or the Sellers may reasonably requestconsummation of the Exchange Transaction or any of the other Restructuring Transactions; provided, however, that such Committed Holder shall have the Buyer shall not be required right to accept Transfer Committed Notes to any other Committed Holder or any transferee that has entered into a conveyance joinder in the form attached hereto as Annex B with respect to all such transferred Committed Notes. For purposes of record title to the Sellers' exchange property. The Sellers may assign the Sellers' rights and obligations under this Agreement, without the Buyer's consent and at any time on “Transfer” means, directly or prior to the Closingindirectly, to (i) sell, pledge, encumber, grant an option with respect to, transfer or dispose of such Committed Notes or any interest in such Committed Notes to any person other than AGY; or (ii) enter into an agreement or legally binding commitment contemplating the Sellers' designated intermediary possible sale of, pledge of, encumbrance of, grant of an option with written notice respect to, transfer of assignment or disposition of such Committed Notes or any interest therein to the Buyer. The designated intermediary may, but need not, act as the agent of the Sellers in the performance of any of the Sellers' obligations under this Agreement. The Buyer agrees to accept performance of the Sellers' obligations under this Agreement from the designated intermediary and to render performance of the Buyer's obligations under this Agreement to the designated intermediary if and when requested to do so by the Sellers in writing. The Buyer further agrees that any and all warranties, liabilities, and obligations made or undertaken by the Buyer pursuant to the terms of this Agreement or in connection with the transactions contemplated by this Agreement shall be fairly enforceable by the Sellers, notwithstanding the Sellers' assignment of rights to a designated intermediary. Likewise, the Sellers agree that any and all liabilities and obligations of the Sellers to the Buyer under this Agreement shall not be released or discharged by the Sellers' assignment of their rights hereunder to a designated intermediary. The Buyer shall not be required to incur additional costs and expenses under this Agreement in connection with the Buyer's cooperation with such 1031 exchangeperson other than AGY.