Common use of Reg Clause in Contracts

Reg. 1.1031(k)-1(g)(4) on or before the date of Closing. Upon written notice from any party (a “Requesting Party”) to the other, the party to whom such notice is given (the “Other Party”) agrees to cooperate with such Requesting Party to effect one or more like-kind exchanges with respect to either or both of the Properties, provided that such cooperation shall be subject to the following conditions: (a) such exchange shall not delay the Closing and shall occur either simultaneously with the Closing or the purchase money proceeds payable to such Seller shall be paid, upon such Seller’s prior written direction to Purchaser, to a third party escrow agent or intermediary such that Purchaser shall not be required to participate in any subsequent closing, (b) the Other Party shall not be obligated to spend any sums or incur any expenses in excess of the sums and expenses which would have been spent or incurred by the Other Party if there had been no exchange, and (c) Purchaser shall not be obligated to acquire or accept title to any property other than the Properties, and Sellers shall not be obligated to acquire or accept title to any property. The Other Party makes no representation or warranty that the conveyance of any Property made pursuant to this Section 12.11 shall qualify for a like-kind exchange. Once Purchaser has paid the purchase money proceeds as directed by Sellers (if either Seller is the Requesting Party), or such Seller has conveyed the Property of such Seller as directed by Purchaser (if Purchaser is the Requesting Party), the Other Party shall have no further obligation hereunder with respect to such “like-kind” exchange. Each Requesting Party hereby indemnifies and holds the Other Party harmless from and against any costs, liabilities and expenses incurred or suffered by the Other Party in connection with the “like-kind” exchange or exchanges described herein with respect to the Properties, which indemnity shall survive the Closing until the expiration of any applicable statute of limitations.

Reg. 1.1031(k)-1(g)(4) on or before the date of Closing. Upon written notice from any either party (a “Requesting Party”) to the other, the party to whom such notice is given (the “Other Party”) agrees to cooperate with such the Requesting Party to effect one or more like-kind exchanges with respect to either or both of the PropertiesProperty, provided that such cooperation shall will be subject to the following conditions: (a) such exchange shall may not delay the Closing and shall will occur either simultaneously with the Closing or the purchase money proceeds payable to such Seller shall must be paid, upon such Seller’s prior written direction to Purchaser, to a third party escrow agent or intermediary such that Purchaser shall is not be required to participate in any subsequent closing, (b) the Other Party shall will not be obligated to spend any sums or incur any expenses in excess of the sums and expenses which would have been spent or incurred by the Other Party if there had been no exchange, and (c) Purchaser shall will not be obligated to acquire or accept title to any property other than the PropertiesProperty, and Sellers shall (d) Seller will not be obligated to acquire or accept title to any property. The Other Party makes no representation or warranty that the conveyance of the Property or any Property property made pursuant to this Section 12.11 shall 12.12 will qualify for a like-kind exchange. Once Purchaser has paid the purchase money proceeds as directed by Sellers (if either Seller is the Requesting Party)Seller, or such Seller has conveyed the Property of such Seller as directed by Purchaser (if Purchaser is the Requesting Party)Purchaser, the Other Party shall it will have no further obligation hereunder with respect to such “like-kind” exchange. Each The Requesting Party hereby indemnifies and holds the Other Party harmless from and against any costs, liabilities and expenses incurred or suffered by the Other Party in connection with the “like-kind” exchange or exchanges described herein with respect to the PropertiesProperty, which indemnity shall will survive the Closing until the expiration of any applicable statute of limitations.

Reg. 1.1031(k)-1(g)(4) on or before the date of Closing. Upon written notice from any party (a “"Requesting Party”") to the other, the party to whom such notice is given (the “"Other Party”") agrees to cooperate with such Requesting Party to effect one or more like-kind exchanges with respect to either or both of the PropertiesProperty, provided that such cooperation shall be subject to the following conditions: (a) such exchange shall not delay the Closing and shall occur either simultaneously with the Closing or the purchase money proceeds payable to such Seller shall be paid, upon such Seller’s 's prior written direction to Purchaser, to a third party escrow agent or intermediary such that Purchaser shall not be required to participate in any subsequent closing, (b) the Other Party shall not be obligated to spend any sums or incur any expenses in excess of the sums and expenses which would have been spent or incurred by the Other Party if there had been no exchange, and (c) Purchaser shall not be obligated to acquire or accept title to any property other than the Properties, and Sellers shall not be obligated to acquire or accept title to any propertyProperty. The Other Party makes no representation or warranty that the conveyance of any the Property made pursuant by Seller to this Section 12.11 Purchaser shall qualify for a like-kind exchange. Once Purchaser has paid the purchase money proceeds as directed by Sellers (if either Seller is the Requesting Party)Seller, or such Seller has conveyed the Property of such Seller as directed by Purchaser (if Purchaser is the Requesting Party), the Other Party it shall have no further obligation hereunder with respect to such “"like-kind” " exchange. Each Requesting Party hereby indemnifies and holds the Other Party harmless from and against any costs, liabilities and expenses incurred or suffered by the Other Party in connection with the “"like-kind” " exchange or exchanges described herein with respect to the PropertiesProperty, which indemnity shall survive the Closing until the expiration of any applicable statute of limitations.

Reg. 1.1031(k)-1(g)(4) on or before the date of Closing. Upon written notice from any party (a “Requesting Party”) to the other, the party to whom such notice is given (the “Other Party”) agrees to cooperate with such Requesting Party to effect one or more like-kind exchanges with respect to either or both of the PropertiesProperty, provided that such cooperation shall be subject to the following conditions: (a) such exchange shall not delay the Closing and shall occur either simultaneously with the Closing or the purchase money proceeds payable to such Seller shall be paid, upon such Seller’s prior written direction to Purchaser, to a third party escrow agent or intermediary such that Purchaser shall not be required to participate in any subsequent closing, (b) the Other Party shall not be obligated to spend any sums or incur any expenses in excess of the sums and expenses which would have been spent or incurred by the Other Party if there had been no exchange, and (c) Purchaser shall not be obligated to acquire or accept title to any property other than the PropertiesProperty, and Sellers Seller shall not be obligated to acquire or accept title to any property. The Other Party makes no representation or warranty that the conveyance of any Property property made pursuant to this Section 12.11 12.10 shall qualify for a like-kind exchange. Once Purchaser has paid the purchase money proceeds as directed by Sellers Seller (if either Seller is the Requesting Party), or such Seller has conveyed the Property of such Seller as directed by Purchaser (if Purchaser is the Requesting Party), the Other Party shall have no further obligation hereunder with respect to such “like-kind” exchange. Each Requesting Party hereby indemnifies and holds the Other Party harmless from and against any costs, liabilities and expenses incurred or suffered by the Other Party in connection with the “like-kind” exchange or exchanges described herein with respect to the PropertiesProperty, which indemnity shall survive the Closing until the expiration of any applicable statute of limitations.

Reg. 1.1031(k)-1(g)(4) on or before the date of Closing. Upon written notice from any party (a “Requesting Party”) to the other, the party to whom such notice is given (the “Other Party”) agrees to cooperate with such Requesting Party to effect one or more like-kind exchanges with respect to either or both of the PropertiesProperty, provided that such cooperation shall be subject to the following conditions: (a) such exchange shall not delay the Closing and shall occur either simultaneously with the Closing or the purchase money proceeds payable to such Seller shall be paid, upon such Seller’s prior written direction to Purchaser, to a third party escrow agent or intermediary such that Purchaser shall not be required to participate in any PURCHASE AND SALE AGREEMENT CH2M HILL GAINESVILLE, FLORIDA 32 subsequent closing, (b) the Other Party shall not be obligated to spend any sums or incur any expenses in excess of the sums and expenses which would have been spent or incurred by the Other Party if there had been no exchange, and (c) Purchaser shall not be obligated to acquire or accept title to any property other than the PropertiesProperty, and Sellers Seller shall not be obligated to acquire or accept title to any property. The Other Party makes no representation or warranty that the conveyance of any the Property made pursuant to this Section 12.11 shall qualify for a like-kind exchange. Once Purchaser has paid the purchase money proceeds as directed by Sellers Seller (if either Seller is the Requesting Party), or such Seller has conveyed the Property of such Seller as directed by Purchaser (if Purchaser is the Requesting Party), the Other Party shall have no further obligation hereunder with respect to such “like-kind” exchange. Each Requesting Party hereby indemnifies and holds the Other Party harmless from and against any costs, liabilities and expenses incurred or suffered by the Other Party in connection with the “like-kind” exchange or exchanges described herein with respect to the PropertiesProperty, which indemnity shall survive the Closing until the expiration of any applicable statute of limitations.

Reg. 1.1031(k)-1(g)(4) on or before the date of Closing. Upon written notice from any party (a “Requesting Party”) to the other, the party to whom such notice is given (the “Other Party”) agrees to cooperate with such Requesting Party to effect one or more like-kind exchanges with respect to either or both of the PropertiesProperty, provided that such cooperation shall be subject to the following conditions: (a) such exchange shall not delay the Closing and shall occur either simultaneously with the Closing or the purchase money proceeds payable to such Seller shall be paid, upon such Seller’s prior written direction to Purchaser, to a third party escrow agent or intermediary such that Purchaser shall not be required to participate in any subsequent closing, (b) the Other Party Purchaser shall not be obligated to spend any sums or incur any expenses in excess of the sums and expenses which would have been spent or incurred by the Other Party Purchaser if there had been no exchange, and (c) Purchaser shall not be obligated to acquire or accept title to any property other than the Properties, and Sellers shall not be obligated to acquire or accept title to any propertyProperty. The Other Party Purchaser makes no representation or warranty that the conveyance of any the Property made pursuant by Seller to this Section 12.11 Purchaser shall qualify for a like-kind exchange. Once Purchaser has paid the purchase money proceeds as directed by Sellers (if either Seller is the Requesting Party)Seller, or such Seller has conveyed the Property of such Seller as directed by Purchaser (if Purchaser is the Requesting Party), the Other Party it shall have no further obligation hereunder with respect to such “like-kind” exchange. Each Requesting Party Seller, as the owner of the Property which is the subject of a “like-kind” exchange as described herein, hereby indemnifies and holds the Other Party Purchaser harmless from and against any costs, liabilities and expenses incurred or suffered by the Other Party Purchaser in connection with the “like-kind” exchange or exchanges described herein with respect to the PropertiesProperty, which indemnity shall survive the Closing until the expiration of any applicable statute of limitations.

Reg. 1.1031(k)-1(g)(4) on or before the date of Closing. Upon written notice from any party (a “Requesting Party”) to the other, the party to whom such notice is given (the “Other Party”) agrees to cooperate with such Requesting Party to effect one or more like-kind exchanges with respect to either or both of the PropertiesProperty, provided that such cooperation shall be subject to the following conditions: (a) such exchange shall not delay the Closing and shall occur either simultaneously with the Closing or the purchase money proceeds payable to such Seller shall be paid, upon such Seller’s prior written direction to Purchaser, to a third party escrow agent or intermediary such that Purchaser shall not be required to participate in any subsequent closing, (b) the Other Party shall not be obligated to spend any sums or incur any expenses in excess of the sums and expenses which would have been spent or incurred by the Other Party if there had been no exchange, and (c) Purchaser shall not be obligated to acquire or accept title to any property other than the PropertiesProperty, and Sellers Seller shall not be obligated to acquire or accept title to any property. The Other Party makes no representation or warranty that the conveyance of any Property property made pursuant to this Section 12.11 shall qualify for a like-kind exchange. Once Purchaser has paid the purchase money proceeds as directed by Sellers Seller (if either Seller is the Requesting Party), or such Seller has conveyed the Property of such Seller as directed by Purchaser (if Purchaser is the Requesting Party), the Other Party shall have no further obligation hereunder with respect to such “like-kind” exchange. Each Requesting Party hereby indemnifies and holds the Other Party harmless from and against any costs, liabilities and expenses incurred or suffered by the Other Party in connection with the “like-kind” exchange or exchanges described herein with respect to the PropertiesProperty, which indemnity shall survive the Closing until the expiration of any applicable statute of limitations.

Reg. 1.1031(k)-1(g)(4) on or before the date of Closing. Upon written notice from any party (a “Requesting Party”) to the other, the party to whom such notice is given (the “Other Party”) agrees to cooperate with such Requesting Party to effect one or more like-kind exchanges with respect to either or both of the PropertiesProperty, provided that such cooperation shall be subject to the following conditions: (a) such exchange shall not delay the Closing and shall occur either simultaneously with the Closing or the purchase money proceeds payable to such Seller shall be paid, upon such Seller’s prior written direction to Purchaser, to a third party escrow agent or intermediary such that Purchaser shall not be required to participate in any subsequent closing, (b) the Other Party shall not be obligated to spend any sums or incur any expenses in excess of the sums and expenses which would have been spent or incurred by the Other Party if there had been no exchange, and (c) Purchaser shall not be obligated to acquire or accept title to any property other than the PropertiesProperty, and Sellers Seller shall not be obligated to acquire or accept title to any property. The Other Party makes no representation or warranty that the conveyance of any Property made pursuant to this Section 12.11 shall qualify for a like-kind exchange. Once Purchaser has paid the purchase money proceeds as directed by Sellers Seller (if either Seller is the Requesting Party), or such Seller has conveyed the Property of such Seller as directed by Purchaser (if Purchaser is the Requesting Party), the Other Party shall have no further obligation hereunder with respect to such “like-kind” exchange. Each Requesting Party hereby indemnifies and holds the Other Party harmless from and against any costs, liabilities and expenses incurred or suffered by the Other Party in connection with the “like-kind” exchange or exchanges described herein with respect to the PropertiesProperty, which indemnity shall survive the Closing until the expiration of any applicable statute of limitations.

Reg. 1.1031(k)-1(g)(4) on or before the date of Closing. Upon written notice from any party (a “"Requesting Party”") to the other, the party to whom such notice is given (the “"Other Party”") agrees to cooperate with such Requesting Party to effect one or more like-kind exchanges with respect to either or both of the PropertiesProperty, provided that such cooperation shall be subject to the following conditions: (a) such exchange shall not delay the Closing and shall occur either simultaneously with the Closing or the purchase money proceeds payable to such Seller shall be paid, upon such Seller’s 's prior written direction to Purchaser, to a third party escrow agent or intermediary such that Purchaser shall not be required to participate in any subsequent closing, (b) the Other Party Purchaser shall not be obligated to spend any sums or incur any expenses in excess of the sums and expenses which would have been spent or incurred by the Other Party Purchaser if there had been no exchange, and (c) Purchaser shall not be obligated to acquire or accept title to any property other than the Properties, and Sellers shall not be obligated to acquire or accept title to any propertyProperty. The Other Party Purchaser makes no representation or warranty that the conveyance of any the Property made pursuant by Seller to this Section 12.11 Purchaser shall qualify for a like-kind exchange. Once Purchaser has paid the purchase money proceeds as directed by Sellers (if either Seller is the Requesting Party)Seller, or such Seller has conveyed the Property of such Seller as directed by Purchaser (if Purchaser is the Requesting Party), the Other Party it shall have no further obligation hereunder with respect to such “"like-kind” " exchange. Each Requesting Party Seller, as the owner of the Property which is the subject of a "like-kind" exchange as described herein, hereby indemnifies and holds the Other Party Purchaser harmless from and against any costs, liabilities and expenses incurred or suffered by the Other Party Purchaser in connection with the “"like-kind” " exchange or exchanges described herein with respect to the PropertiesProperty, which indemnity shall survive the Closing until the expiration of any applicable statute of limitations.. [Signatures commence on following page]

Reg. 1.1031(k)-1(g)(4) on or before the date of Closing. Upon written notice from any party (a “Requesting Party”) to the other, the party to whom such notice is given (the “Other Party”) agrees to cooperate with such Requesting Party to effect one or more like-kind exchanges with respect to either or both of the PropertiesProperty, provided that such cooperation shall be subject to the following conditions: (a) such exchange shall not delay the Closing and shall occur either simultaneously with the Closing or the purchase money proceeds payable to such Seller shall be paid, upon such Seller’s prior written direction to Purchaser, to a third party escrow agent or intermediary such that Purchaser shall not be required to participate in any subsequent closing, ; (b) such exchange shall not excuse the Requesting Party from any of its liabilities and obligations under this Agreement or otherwise impair in any fashion the rights of the Other Party under this Agreement; (c) the Other Party shall not be obligated to spend any sums or incur any expenses in excess of the sums and expenses which would have been spent or incurred by the Other Party if there had been no exchange, ; and (cd) Purchaser shall not be obligated to acquire or accept title to any property other than the PropertiesProperty, and Sellers Seller shall not be obligated to acquire or accept title to any property. The Other Party makes no representation or warranty that the conveyance of any Property property made pursuant to this Section 12.11 12.10 shall qualify for a like-kind exchange. Once Purchaser has paid the purchase money proceeds as directed by Sellers Seller (if either Seller is the Requesting Party), or such Seller has conveyed the Property of such Seller as directed by Purchaser (if Purchaser is the Requesting Party), the Other Party shall have no further obligation hereunder with respect to such “like-kind” exchange. Each Requesting Party hereby indemnifies and holds the Other Party harmless from and against any costs, liabilities and expenses incurred or suffered by the Other Party in connection with the “like-kind” exchange or exchanges described herein with respect to the PropertiesProperty, which indemnity shall survive the Closing until the expiration of any applicable statute of limitations.