Common use of Section 1031 Clause in Contracts

Section 1031. Notwithstanding any provision to the contrary in this Agreement, GCI and Cox agree that the exchange of the Stations contemplated hereby shall be accomplished in a manner enabling the transfer of the Cox Assets and GCI Assets to qualify as a like-kind exchange of property within the meaning of Section 1031 of the Code, including but not limited to, the assignment of this Agreement by Cox to a qualified intermediary in order that the acquisition of additional replacement property for the Cox Assets may be accomplished as a deferred exchange pursuant to applicable Treasury Regulations. Cox covenants with and warrants to GCI, and GCI covenants with and warrants to Cox, that (a) in no tax return hereafter filed by Cox or any affiliate of Cox, or by GCI or any affiliate of GCI, or any of their respective representatives, successors or assigns, will ▇▇▇ ▇▇ GCI or any of their respective representatives, successors or assigns, treat any such exchange inconsistently with or differently than a "like-kind" exchange within the meaning of Section 1031 of the Code, and (b) in no tax audit, tax examination, tax review or tax litigation will ▇▇▇ ▇▇ any affiliate of Cox, or GCI or any affiliate of GCI, or any of their respective representatives, successors or assigns, treat any such exchange inconsistently with or differently than a "like-kind" exchange within the meaning of Section 1031 of the Code. Each party agrees to cooperate with the other party in order that Cox, GCI and the qualified intermediary may effectuate a tax-deferred exchange of like-kind property pursuant to Section 1031 of the Code. The parties agree to execute such agreements and other documents as may be necessary to complete and otherwise effectuate the tax-deferred exchange.

Section 1031. Notwithstanding any provision to the contrary in this Agreement, GCI AFM and Cox agree that the exchange of the Stations contemplated hereby shall be accomplished in a manner enabling the transfer of the Cox Assets and GCI AFM Assets to qualify to the maximum extent permissible as a like-kind exchange of property within the meaning of Section 1031 of the CodeExchange, including but not limited to, permitting the assignment of this Agreement by Cox AFM to a qualified intermediary in order that the acquisition of additional replacement property for the Cox AFM Assets may be accomplished as a deferred exchange pursuant to applicable Treasury Regulations. Cox covenants with and warrants to GCIAFM, and GCI AFM covenants with and warrants to Cox, that (a) in no tax return hereafter filed by Cox or any affiliate of Cox, or by GCI AFM or any affiliate of GCIAFM, or any of their respective representatives, successors or assigns, will ▇▇▇▇ ▇▇▇ GCI or AFM or any of their respective representatives, successors or assigns, treat any such exchange the transfers of the Cox Assets and the AFM Assets inconsistently with or differently than a "like-kind" exchange within the meaning of Section 1031 of the CodeExchange, and (b) in no tax audit, tax examination, tax review or tax litigation will ▇▇▇▇ ▇▇▇ or any affiliate of Cox, or GCI AFM or any affiliate of GCIAFM, or any of their respective representatives, successors or assigns, treat any such exchange the transfers of the Cox Assets and the AFM Assets inconsistently with or differently than a "like-kind" exchange within the meaning of Section 1031 of the CodeExchange. Each party agrees to cooperate with the other party in order that Cox, GCI Cox and AFM (and the qualified intermediary in the event AFM assigns its rights in this Agreement to a qualified intermediary) may effectuate a tax-simultaneous or a deferred exchange of like-kind property pursuant to Section 1031 of the CodeExchange. The parties agree to execute such agreements and other documents as may be necessary to complete and otherwise effectuate a Section 1031 Exchange, and if AFM gives Cox notice of its intention to effect a deferred Section 1031 Exchange, Cox shall (i) promptly provide AFM with written acknowledgment of such notice and (ii) at Closing pay the tax-deferred exchangeamount to be paid pursuant to Section 2 to the qualified intermediary rather than AFM.