Property Exchange. In the event Purchaser desires to designate the Property as replacement property, in an exchange under Section 1031 of the Internal Revenue Code, for any property which Purchaser has owned or currently owns (the "Relinquished Property"), Seller will cooperate with Purchaser (at no cost, expense, liability or potential liability to Seller) in effecting such an exchange in compliance with the Internal Revenue Code and applicable treasury regulations, including the assignment of this Agreement, if necessary. Seller will not be responsible for the tax consequences to Purchaser of the transactions contemplated under this Agreement or under the agreement to sell the Relinquished Property. Seller will not be required to accept title to the Relinquished Property and will have no obligations whatsoever to the owner of the Relinquished Property. Under no circumstances will Purchaser be relieved of any of its obligations under this Agreement as a result of the contemplated exchange. Purchaser shall defend, indemnify and hold Seller and any Affiliates or Seller harmless from any and all liability, cost and expense (including, without limitation, reasonable attorneys' fees, court costs and costs of appeal) suffered or incurred by Seller or Affiliates of Seller in connection with any such exchange.
Property Exchange. Pursuant to Article 13 Property Exchange of the PSA and that certain letter from Amoco to HS dated December 10, 1997, designating the Amoco Exchange Properties, the parties have agreed to exchange certain properties. At Closing of the exchange transaction contemplated thereby, Amoco shall convey to HS (as nominee for its wholly owned subsidiary HSRTW, Inc.) all the Amoco Exchange Properties and HS (through HSRTW, Inc.) shall convey all the HS Exchange Properties as to which preferential purchase rights of third parties are inapplicable, have lapsed or have been waived.
Property Exchange. Seller and Buyer agree that it may be beneficial to structure a portion of the transaction contained in this Agreement as a like-kind exchange of properties under Section 1031 of the Internal Revenue Code of 1986, as amended. Accordingly, under the terms and conditions set forth in this Agreement (as modified, clarified or limited in this Article 13): (a) Seller agrees to assign and convey to Buyer at Closing, all of Seller's right, title and interests in and to the Amoco Exchange Properties (as hereinafter defined), effective as of the Effective Time, and Buyer agrees to accept the Amoco Exchange Properties at Closing, effective as of the Effective Time, and (b) Buyer agrees to assign and convey to Seller at Closing, all of Buyer's right, title and interests in and to the HS Exchange Properties (as hereinafter defined), effective as of the Effective Time, and Seller agrees to accept the HS Exchange Properties at Closing, effective as of the Effective Time. Seller and Buyer agree that the aggregate fair market values of the real property portions of the HS Exchange Properties and Amoco Exchange Properties are equal, and that the aggregate fair market values of the personal property portions of the HS Exchange Properties and Amoco Exchange Properties are equal.
Property Exchange the exchange between Holdings and Prima of certain Property of Holdings and Prima such that immediately following such exchange and any conveyances associated therewith, and immediately prior to the Funding Date, Holdings shall own the Property specified on Schedule 3.31(a)-1, Schedule 3.31(a)-2 and Schedule 3.31(a)-3 (as Schedule 3.31(a)-3 may be updated on the Funding Date) and Prima shall own the Property specified on Schedule 1.1(b) and any related Property.
Property Exchange. The City has declared the MME and LH parcels to be surplus. After completing a study, giving notice and providing a hearing, as an integral part of the consideration for this Agreement, the City shall convey the MME and LH parcels to DJIG by Special Warranty Deeds, free and clear of liens or encumbrances (except permitted liens or encumbrances as agreed to by the Parties), at no cost to DJIG except the consideration as otherwise provided for by this Agreement. The City shall deliver and execute the Special Warranty Deeds within thirty (30) days of the execution of this Agreement by the Parties, but the deeds shall be held in escrow if a precise legal description of the MME and LH parcels is not available at that time so that all deeds contain accurate and precise legal descriptions to be attached when the deeds are delivered by the City to DJIG pursuant to the terms of this Agreement. The City shall not unreasonably delay completing the documents and allow the deeds to be finalized and recorded.
Property Exchange. Parties shall exchange the Adjacent Parcel and the Swap Parcel. Concurrently with Closing.
Property Exchange. 1.1 Xxxxxx shall convey the Xxxx Property to District via warranty deed free of any and liens and encumbrances.
Property Exchange. As of the Closing, City shall acquire the County Easement from County, County shall acquire the City Property from City, and County shall accept the IOD for Parcel 2 (the “Exchange”). Exhibit C
Property Exchange. A. The City owns certain property adjacent to the Subject Property. Such City-owned property consists of 5,055.07 SF and is more particularly described by Exhibit “L” hereto.
Property Exchange. Seller agrees to cooperate at closing hereunder with Buyer's efforts to complete a tax-free exchange of property through the Buyer's purchase of the Property. Such cooperation shall include the signing of documents, as necessary, provided that Seller shall not be required to take title to any property other than the Property, and further provided that such cooperation shall be at no cost to Seller. In addition, Buyer hereby indemnifies Seller from any claims, suits, liabilities and expenses incurred in any connection with such exchange, which indemnification shall survive closing hereunder indefinitely.
