Code Section 1031 Exchange Sample Clauses

Code Section 1031 Exchange. (i) As soon as practicable, but in any event no later than 60 days, following the date of this Agreement, (a) Monster shall identify the Monster Non-Energy Assets that are described in Section 1031(a)(1) of the Code and that are not described in Section 1031(a)(2) of the Code (the “Monster Eligible Assets”), (b) KO shall identify the KO Energy Assets that are described in Section 1031(a)(1) of the Code and are not described in Section 1031(a)(2) of the Code (the “KO Eligible Assets”), and (c) each of Monster and KO shall deliver a statement to the other listing such Party’s respective Eligible Assets and setting forth a good faith estimate of the fair market value of each such asset (provided that the valuation methods used by Monster and KO to estimate the fair market values of such assets shall be substantially identical). Each Party shall have an opportunity to review the statement provided by the other Party and must agree that the assets listed by the Parties constitute Eligible Assets prior to effecting an exchange transaction pursuant to Section 1031 of the Code as described in Section 7.8(e)(ii). (ii) Monster and KO shall each use commercially reasonable efforts to structure the transactions contemplated by this Agreement and the Transaction Agreement in such a manner as to effect an exchange of all or a portion of the Monster Eligible Assets for all or a portion of the KO Eligible Assets in an exchange of like kind property described in Section 1031(a)(1) of the Code (the “Section 1031 Exchange”), but only if and to the extent that the assets to be exchanged in the Section 1031 Exchange are of equal value. To the extent supported by applicable Law, the Parties shall consider in good faith the transfer of an undivided interest in Section 1031 eligible assets to equalize value. (iii) Notwithstanding anything else in this Section 7.8(e), neither Monster nor KO shall be required to effect the Section 1031 Exchange if (a) it is reasonably possible, as determined in the sole discretion of such Party, that effecting the Section 1031 Exchange may cause the Merger, the acquisition and issuance of the Shares and the KO Asset Transfer, taken together, to not qualify as an “exchange” within the meaning of Section 351 of the Code, or (b) Monster has not obtained an opinion of ▇▇▇▇▇ Day, and KO has not obtained an opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, in each case, dated prior to or as of the effective date of the Section 1031 Exchange, on the ba...

Code Section 1031 Exchange. Buyer previously has: (a) conveyed its interest in certain real property (the “Relinquished Property”) to (“Qualified Intermediary”) as the first part of a non-simultaneous exchange of the Relinquished Property for one or more parcels of real property (“Replacement Property”) under Code Section 1031; and (b) notified Qualified Intermediary that he has selected the Property as Replacement Property and elected to exchange his interest in the Relinquished Property for an interest in the Property.

Code Section 1031 Exchange. (i) Seller agrees to cooperate with Buyer, as described in subsection (ii) below, to accommodate any desire of Buyer to treat the sale and purchase

Code Section 1031 Exchange. Seller may convey the Real Property to Buyer as part of a tax-deferred exchange under Section 1031 of the Code. Seller may assign this Agreement to a qualified intermediary in order to facilitate a Code Section 1031 exchange transaction; provided that Seller shall remain liable for all obligations hereunder. Seller and Buyer agree to cooperate with each other in effecting such transaction, including, without limitation, consenting to the assignment of this Agreement to a qualified intermediary, provided that any such exchange transaction, and the related documentation, shall: (i) not require the other party to execute any contract (other than as set forth herein), make any commitment, or incur any obligations, contingent or otherwise, to third parties which would expand the obligations beyond this Agreement, (ii) not delay the Closing or the transaction contemplated by this Agreement, or (iii) not include acquiring title to any other property. Seller shall pay all of Buyer’s legal fees in excess of $10,000 incurred in connection with the documentation and effecting the exchange transaction. In connection with and without limiting the foregoing, Seller agrees to execute and deliver to Buyer no later than five (5) days prior to Closing, the Section 1031 Exchange Agreement attached hereto as Exhibit P. This Section 9.12 shall survive Closing.

Code Section 1031 Exchange