Qualified Intermediary. If Seller makes a tax-deferred exchange election under this Article VIII, Seller may elect, by notice to Buyer delivered on or before the Closing Date, to have all or a portion of the Purchase Price paid to a qualified intermediary.
Qualified Intermediary. Sellers 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, Sellers and Purchaser agree that Purchaser, in lieu of the purchase of the Assets from Sellers for the cash 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 Treasury Regulation Section 1.1031(k)-1(g)(4)(v)) 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, Sellers shall have the right at any time prior to Closing to assign all or a portion of their rights under this Agreement to a Qualified Intermediary for the same purpose. In the event any Party assigns its rights under this Agreement pursuant to this Section 2.5, such Party agrees to notify the other Parties in writing of such assignment at or before Closing. If Sellers assign their rights under this Agreement for this purpose, Purchaser agrees to (i) consent to Sellers’ assignment of their rights in this Agreement in the form reasonably requested by the Qualified Intermediary, and (ii) pay the Purchase Price (as may be adjusted under the terms of this Agreement) for 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, Sellers agree to (i) consent to Purchaser’s assignment of its rights in this Agreement in the form reasonably requested by the Qualified Intermediary, (ii) accept the Purchase Price (as may be adjusted under the terms of this Agreement) for the Assets from the qualified escrow or qualified trust account at Closing, and (iii) at Closing, convey and assign directly to Purchaser the Assets that are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Sellers and Purchaser acknowledge and agree that any assignment of this Agreement shall not increase the costs, expenses or liabilities of a Party as a result of the other Party’s assignment of this Agreement to a Qualified Intermediary, shall not release either Party from any of their respective liabilities and obligations to each other under this Agreement, and that neither Part...
Qualified Intermediary. “Qualified intermediary” or “QI” has the meaning set forth in §1.1471-1(b)(107).
Qualified Intermediary. With respect to payments made by the Borrower to the Administrative Agent for the benefit, or on account of any Lender (or Participant), (i) each Administrative Agent that is a “United States person” as defined in Section 7701(a)(30) of the Code will provide an IRS Form W-9, and (ii) each Administrative Agent that is not a “United States person” as defined in Section 7701(a)(30) of the Code will provide an IRS Form W-8IMY (a) certifying its status as a qualified intermediary, (b) assuming primary withholding responsibility for purposes of chapters 3 and 4, and (c) either (1) assuming primary IRS Form 1099 reporting and backup withholding responsibility or (2) assuming reporting responsibility as a participating FFI or registered deemed-compliant FFI with respect to accounts that it maintains and that are held by specified U.S. persons as permitted under Treasury Regulations Section 1.6049-4(c)(4)(i) or (c)(4)(ii) in lieu of IRS Form 1099 reporting. No Administrative Agent shall be permitted to make the election described in Section 1471(b)(3) of the Code.
Qualified Intermediary. Seller will assign to the Qualified Intermediary all of Seller's rights in the proceeds of this Agreement. All proceeds owed Seller for the sale under the Stock Purchase Agreement and, subject to Section 21.4, this Agreement shall then be paid to the Qualified Intermediary.
Qualified Intermediary. Prior to consummation of the Exchange, Qualified Intermediary shall not pledge its indirect interests in Borrower, except as permitted by the terms of this Agreement and the Exchange Documents.
Qualified Intermediary. (a) In order to facilitate a tax-free exchange by Pacific and Southern, Pacific and Southern may use a Qualified Intermediary for this transaction as that term is used in IRC Regulation (S)1.1031(k)-1(g)(4) under the Internal Revenue Code and/or a Qualified Escrow Account as that term is used in Regulation (S)1.1031(k)-1(g)(3) under the Internal Revenue Code. The Qualified Intermediary shall be nominated, or the Qualified Escrow Account shall be selected, by Pacific and Southern, and Pacific and Southern shall notify Evergreen of the nomination. Such nomination or selection shall become effective five (5) days after notice to Evergreen. All fees and expenses charged by the Qualified Intermediary shall be paid by Pacific and Southern. Evergreen agrees to take all steps necessary or desirable to accommodate Pacific and Southern's use of a Qualified Intermediary or a Qualified Escrow Account, provided that there is no adverse effect upon Evergreen.
Qualified Intermediary. Seller and Buyer hereby agree that Buyer, in lieu of the purchase of the Assets from Seller for the cash 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) 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 Internal Revenue Code of 1986, as amended, ("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
Qualified Intermediary. Prior to consummation of the Exchange, Qualified Intermediary shall not pledge its indirect interests in Mezzanine Borrower, except as permitted by the terms of this Agreement and the Exchange Documents.
Qualified Intermediary. 9a o (All qualified intermediaries check here) I certify that the entity identified in Part I: · Is a qualified intermediary and is not acting for its own account with respect to the account(s) identified on line 8 or in a withholding statement associated with this form and · Has provided or will provide a withholding statement, as required.
