Buyer’s Intent to Exchange Sample Clauses

Buyer’s Intent to Exchange. If Buyer’s acquisition is part of a tax-deferred exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (“Code Section 1031”), it is a condition precedent to the closing of the purchase and sale of the Purchased Interest (the “Closing”) that Buyer is able to complete an exchange for all or a portion of its relinquished property pursuant to an exchange agreement between Buyer and ____________________ (“Accommodator”). Seller agrees to execute such documents or instruments as may be necessary or appropriate to evidence such exchange, provided that Seller’s cooperation in such regard shall be at no additional cost, expense or liability whatsoever to Seller, and that no additional delays in the Closing are incurred unless mutually agreed upon by Buyer and Seller. Buyer may assign its rights under this Agreement to Accommodator pursuant to an Exchange Agreement between Buyer and Accommodator to effect such exchange.
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Related to Buyer’s Intent to Exchange

  • The Offer and Merger ..1 Section 1.1 The Offer....................................................1 Section 1.2 Company Actions..............................................3 Section 1.3 Directors....................................................4 Section 1.4 The Merger...................................................5 Section 1.5 Effective Time...............................................5 Section 1.6 Closing......................................................6 Section 1.7 Directors and Officers of the Surviving Corporation..........6 Section 1.8

  • Consummation of Sale and Purchase During the Supplemental Purchase Period with respect to the Additional Loans (and thereafter with respect to Substituted Loans), the sale and purchase of Eligible Loans pursuant to an Additional Purchase Agreement shall be consummated upon (i) Funding's receipt from VL Funding and the VL Funding Eligible Lender Trustee of a fully executed copy of the related Additional Purchase Agreement; and (ii) the payment by Funding to VL Funding of the related Purchase Price. Upon consummation, such sale and purchase shall be effective as of the date of the related Additional Xxxx of Sale. VL Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the related Additional Purchase Agreement with respect to each Additional Loan.

  • CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 8.1. Company May Consolidate, Etc.,

  • The Offer and the Merger Section 1.01. The Offer 2 Section 1.02. Company Actions 5 Section 1.03. Board of Directors Prior to the Effective Time 6 Section 1.04. Top-Up Option 7 Section 1.05. The Merger 8 Section 1.06. Closing 8 Section 1.07. Effective Time 8 Section 1.08. Effects of the Merger 9 ARTICLE 2

  • Consummation of the Merger As soon as practicable after the Closing, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with such Secretary of State, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time and date the Merger becomes effective being the “Effective Time” and “Effective Date,” respectively).

  • Purchase and Sale of the Securities (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 98.680% of the principal amount thereof plus accrued interest, if any, from August 11, 2017 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.

  • Proceedings by Holders Except to enforce the right to receive payment of principal (including, if applicable, the Fundamental Change Repurchase Price) or interest when due, or the right to receive payment or delivery of the consideration due upon conversion, no Holder of any Note shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless:

  • Conditions Precedent to Consummation of the Distribution Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by Parent, of the following conditions:

  • Purchase and Sale of the Property Subject to the terms of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property for the Purchase Price.

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