Like-Kind Exchange Sample Clauses
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Like-Kind Exchange. Seller and Purchaser hereby agree that this transaction may be completed as a like-kind exchange and that each party will assist in completing the sale as a like-kind exchange. As a like-kind exchange, Seller and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Seller for the consideration provided herein, shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 8.6, such party agrees to notify the other party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Seller’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the portion of the Estimated Final Purchase Price attributable to the Assets into a qualified escrow or qualified trust account at Closing as directed in writing. If Purchaser assigns its rights under this Agreement for this purpose, Seller agrees to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder, (ii) refund to Purchaser the Performance Deposit previously deposited by Purchaser pursuant to this Agreement upon the Qualified Intermediary’s or Exchange Accommodation Titleholder’s payment to Seller of a replacement Performance Deposit in the same amount, (iii) accept the Estimated Final Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the account designated by Purchaser’s Qualified Intermediary or Exchange Accommodation Titleholder at Closing, and (iv) at Closing, convey and assign directly to Purchaser or Purchaser’s Exchange Accommodation Titleholder (as directed in...
Like-Kind Exchange. If either party to this contract shall utilize the 104 procedure for deferment of capital gains as set forth in Section 1031 of the Internal 105 Revenue Code, the other party hereby agrees to fully cooperate with all procedures 106 necessary to complete the requirements of IRC Section 1031. 107
Like-Kind Exchange. At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.
Like-Kind Exchange. The parties hereto acknowledge and agree that either party may elect to implement an exchange under Section 1031 of the Internal Revenue Code (an "Exchange"), and that (i) such electing party shall have the right to assign all of its right, title and interest (but not its liabilities or such electing party’s obligations) under this Contract to a duly qualified intermediary (the "Exchange Party") selected by such electing party, (ii) the other party shall execute and deliver such documents as may be required to complete the transactions contemplated by such Exchange and to effect such assignment to the Exchange Party, which are in form and substance reasonably acceptable to the other party, at no cost or expense to the other party, and (iii) otherwise cooperate with the other party in all reasonable respects to effect its Exchange. Except as expressly set forth in this Section, the other party shall have no other liability or obligation with respect to such electing party's effectuation of its Exchange. Such electing party shall pay for all fees, costs and expenses in connection with its Exchange.
Like-Kind Exchange. Seller may elect to effectuate the transaction contemplated by this Agreement as part of a forward like-kind exchange in accordance with Section 1031 of the Internal Revenue Code. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, Seller may assign its rights under this Agreement to a “qualified intermediary” in order to facilitate a forward like kind exchange under Section 1031 of the Internal Revenue Code, and Purchaser agrees to execute an instrument acknowledging and consenting to the same; provided, however, such assignment shall not relieve Seller of any of its obligations hereunder.
Like-Kind Exchange. Purchaser hereby acknowledges that Seller may now or hereafter desire to enter into a partially or completely nontaxable exchange (a “Section 1031 Exchange”) involving the Property (and/or any one or more of the properties comprising the Property) under Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. In connection therewith, and notwithstanding anything herein to the contrary, Purchaser shall cooperate with Seller and shall take, and consent to Seller taking, any action in furtherance of effectuating a Section 1031 Exchange (including, without limitation, any action undertaken pursuant to Revenue Procedure 2000-37, 2000-40. IRB, as may hereafter be amended or revised (the “Revenue Procedure”)), including, without limitation, (a) permitting Seller or an “exchange accommodation titleholder” (within the meaning of the Revenue Procedure) (“EAT”) to assign, or cause the assignment of, this Agreement and all of Seller’s rights hereunder with respect to any or all of the Property to a “qualified intermediary” (as defined in Treasury Regulations Section 1.1031(k)-1(g)(4)(iii)) (a “QI”); (b) permitting Seller to assign this Agreement and all of Seller’s rights and obligations hereunder with respect to any or all of the Property and/or to convey, transfer or sell any or all of the Property, to (i) an EAT; (ii) any one or more limited liability companies (“LLCs”) that are wholly-owned by an EAT; or (iii) any one or more LLCs that are wholly-owned by Seller and/or any affiliate of Seller and to thereafter permit Seller to assign its interest in such one or more LLCs to an EAT; and (c) pursuant to the terms of this Agreement, having any or all of the Property conveyed by an EAT or any one or more of the LLCs referred to in (b)(ii) or (b)(iii) above, and allowing for the consideration therefor to be paid by an EAT, any such LLC or a QI; provided, however, that Purchaser shall not be required to delay the Closing; and provided further that Seller shall provide whatever safeguards are reasonably requested by Purchaser, and not inconsistent with Seller’s desire to effectuate a Section 1031 Exchange involving any of the Property, to ensure that all of Seller’s obligations under this Agreement shall be satisfied in accordance with the terms thereof.
Like-Kind Exchange. Buyer acknowledges and agrees that Seller may elect to exchange the Property (“Like Kind Exchange”) in a transaction intended to qualify as a tax-free exchange under Section 1031 or 1033 of the Internal Revenue Code of 1986, as amended from time to time, and any regulations, rulings and guidance issued by the Internal Revenue Service (collectively, the “Code”). If Seller elects to effect a Like Kind Exchange pursuant to this Section, Seller shall provide written notice of such fact to Buyer prior to Closing. During the three (3) year period following the Closing, Buyer shall execute and deliver such documents as may be required to complete the transactions contemplated by the Like Kind Exchange which are in form and substance reasonably acceptable to Buyer, and otherwise cooperate with Seller in all reasonable respects to effectuate the Like Kind Exchange. Notwithstanding the foregoing, (a) the Like Kind Exchange shall not diminish Buyer’s rights, nor increase Buyer’s liabilities or obligations, under this Agreement, nor delay the Closing; (b) Seller shall pay for all fees, costs and expenses in connection with the Like Kind Exchange; (c) the purchase and sale of the Property shall not be conditioned upon the consummation of the Like Kind Exchange; (d) in no event shall Seller be relieved from liability under this Agreement; (e) the consummation of the Like Kind Exchange shall be at no liability, risk, fee or expense to the Buyer; (f) Buyer does not make and has not made any representation or warranty and does not provide and has not provided any tax, legal, or other advice to Seller, regarding Seller’s eligibility to effectuate a Like Kind Exchange, and (g) the Seller shall protect, indemnify, defend and hold Buyer free and harmless from all losses, costs, claims, liabilities, lawsuits, demands and damages, including any attorneys’ fees and expenses, incurred as a consequence of effecting the transaction through the Like Kind Exchange.
Like-Kind Exchange. Seller shall have the right to structure its transfer of the Property as part of a like-kind exchange to be designated by Seller (including the ability to have title taken in the name of an entity established in order to effectuate such exchange), by providing Buyer with notice of such exchange by not later than ten (10) days prior to the Closing Date (with any documents to be reviewed by Buyer in connection therewith to be submitted to Buyer by not later than five (5) days prior to the Closing Date), with the result that the exchange shall qualify for non-recognition of gain or loss under Section 1031 of the Internal Revenue Code of 1986, as amended. Buyer shall cooperate with a Seller in effecting such exchange (such cooperation to be limited to the review and execution of an assignment to a qualified exchange intermediary and other reasonable requests of Seller and expressly to exclude any arrangement to provide for installment sale treatment), provided that: (i) any costs and expenses incurred by Buyer as a result of structuring such transaction as an exchange, as opposed to an outright sale, shall be borne by Seller, (ii) Seller shall indemnify and hold harmless Buyer from and against any and all liabilities, costs, damages, claims or demands arising from the cooperation of Buyer in effecting the exchange contemplated hereby, including, but not limited to, Buyer’s reasonable attorneys’ fees; and (iii) such exchange shall not result in any delay in Closing the transaction described in this Contract.
Like-Kind Exchange. ▇▇▇▇▇▇ agrees to cooperate with ▇▇▇▇▇, and ▇▇▇▇▇ agrees to cooperate with Seller, for purposes of effecting and structuring, in conjunction with the sale of the Real Property, for the benefit of the other Party as taxpayer, a like-kind exchange of real property, whether a simultaneous, reverse or deferred exchange, pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. The cooperating Party specifically agrees to execute such documents and instruments as are reasonably necessary to implement such an exchange. The taxpayer shall be solely responsible for assuring that the structure of any proposed exchange is effective for its own tax purposes and for paying all costs and expenses associated with the proposed exchange. Furthermore, the cooperating Party specifically agrees that the taxpayer may assign this Agreement and any of its rights or obligations hereunder, in whole or in part, as necessary or appropriate in furtherance of effectuating a Section 1031 like- kind exchange for the Real Property, provided that such assignment shall not serve to relieve the taxpayer of any liability for the taxpayer’s obligations hereunder. Notwithstanding the foregoing:
(a) Neither Party shall be required to incur any liability or expense in connection with its participation in the other Party’s exchange; (b) Neither Party shall be required to hold or otherwise acquire, or be in title to, any property other than the Real Property; (c) Neither Party shall be required to execute any documents creating any liability on their part by reason of the other Party’s exchange; (d) The Party proposing the exchange shall indemnify, protect, defend and hold the other Party and any of its partners, officers, directors, shareholders, members, attorneys and agents harmless from and against any and all liability, including, but not limited to, costs and attorneys’ fees, caused by or resulting from their participation in the exchange; (e) The Party cooperating in the proposed exchange makes no representation or warranty to the Party proposing the exchange that such exchange will qualify for tax deferral or other tax treatment, whether pursuant to the Internal Revenue Code or otherwise; (f) The transaction contemplated by this Agreement shall not in any way be postponed or, be subject to rescission or be contingent upon, completion of the exchange; and (g) The Party proposing the exchange shall provide the other Party with reas...
Like-Kind Exchange. Each of the parties hereto agrees to cooperate with the other in effecting one or more I.R.C. § 1031 exchanges with respect to any one or more of the Properties which are the subject of this Agreement, including executing and delivering any and all documents required by one or more exchange trustees, qualified intermediaries or exchange accommodations title holders retained by the party seeking to effect such exchange or exchanges including, for the avoidance of doubt, an assignment (in whole or in part) of such party’s right under this Agreement; provided, however, that the cooperating party shall not be obligated to incur any liability, cost, expense, delay or other detriment (in each case as determined by the cooperating party in its sole discretion) in connection with the implementation of such an exchange or exchanges.