Section 1031 Exchange Sample Clauses

Section 1031 Exchange. Either party may consummate the purchase or sale of the Property as part of a so-called like kind exchange (an “Exchange”) pursuant to Section 1031 of the Code, provided that (i) the Closing shall not be delayed or affected by reason of an Exchange nor shall the consummation or accomplishment of any Exchange be a condition precedent or condition subsequent to a party’s obligations under this Agreement; (ii) any party desiring an Exchange shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary and the other party shall not be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating such Exchange; and (iii) the party desiring an Exchange shall pay any additional costs that would not otherwise have been incurred by Buyer or Seller had such party not consummated its purchase or sale through an Exchange. Neither party shall by this agreement or acquiescence to an Exchange desired by the other party (1) have its rights under this Agreement affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted to the other party that such party’s Exchange in fact complies with Section 1031 of the Code. In connection with such cooperation, Seller agrees, upon request of Buyer to “direct deed” for actual interests in the property to designees of Buyer.

Section 1031 Exchange. The parties acknowledge that the conveyance of the Property to Purchaser may be structured by Purchaser as a like-kind exchange (including a “reverse exchange”) pursuant to Section 1031 of the Internal Revenue Code and federal cases interpreting this rule (an “Exchange”). Seller agrees to reasonably cooperate with Purchaser in effecting such Exchange, provided that Purchaser shall bear all of the expenses and liabilities associated therewith, Seller shall not be subject to any liability, and provided further that Purchaser’s ability to undertake any such exchange shall not in any manner be considered a condition of Purchaser’s obligations under this Agreement and the same shall not delay the Closing. It is contemplated that Purchaser may assign this Agreement to a “qualified intermediary” pursuant to Treasury Regulation Section 1.103(k)-I(g)4(v) and/or Purchaser may cause the Property to be conveyed (i.e., “parked”) with an EAT organized by a qualified intermediary pending Purchaser’s sale of other properties owned by Purchaser (its “relinquished property”) as part of the Exchange. Accordingly, in the event of such assignment and/or “parking” arrangement, Seller shall, upon notice from Purchaser, convey the Property at Closing to the EAT or EATs organized by Purchaser’s qualified intermediary, and shall to the extent of the assignment, treat the qualified intermediary and/or EAT(s) as the valid assignee of Purchaser’s rights hereunder. Notwithstanding anything contained herein, (a) Seller shall not be required to acquire or hold legal or beneficial title to, or any other interest, in any property for purposes of consummating Purchaser’s Exchange, (b) Seller shall have the right to review and approval (which approval shall not be unreasonably withheld, conditioned or delayed) all documents Seller is required to execute in connection with any Exchange, and (c) in the event of any Exchange, and notwithstanding that in connection with such Exchange record title to the Property may be conveyed by Seller to an accommodation entity which thereupon will later convey title to the Property to Purchaser, all covenants, agreements and indemnifications of Purchaser pursuant to this Agreement shall be deemed to be made by Purchaser, shall survive any conveyance by Seller to an accommodation party, shall continue in favor of and inure to the benefit of Seller and shall be enforceable by Seller against Purchaser to the extent provided in this Agreement as though the Prope...

Section 1031 Exchange. If the Borrower elects to participate in a Section 1031 Exchange with respect to any Oil and Gas Properties, then on or before 180 days following the acquisition by the Section 1031 Counterparty of (a) such Oil and Gas Properties from the Borrower, the Borrower shall receive from the Section 1031 Counterparty (b) Oil and Gas Properties having a substantially equivalent value to the Oil and Gas Properties that the Section 1031 Counterparty acquired from the Borrower, (c) payment in full in cash of the note given by the Section 1031 Counterparty to the Borrower or (d) any combination of Oil and Gas Properties and a partial cash prepayment of such note, such that the Oil and Gas Properties received and such partial cash prepayment have an aggregate value not less than the value of the Oil and Gas Properties that the Section 1031 Counterparty acquired from the Borrower.

Section 1031 Exchange. Purchaser agrees to reasonably cooperate with Seller if Seller attempts to effect an exchange ("EXCHANGE") under Section 1031 of the Internal Revenue Code of 1986, as amended (the "CODE") in connection with the Seller's sale of the Property provided the following conditions are satisfied: (1) Seller shall pay all costs and expenses (including reasonable attorneys' fees and related expenses) incurred by Purchaser solely because of Seller's attempts to effect an Exchange in connection with Seller's sale of the Property; (2) the Exchange shall not affect the Purchase Price or any other amount payable hereunder by Purchaser, nor shall the exchange change the manner or timing of payment of such sums, nor shall Purchaser have its rights under this Agreement affected or diminished in any manner by the exchange, (3) Seller's obligations hereunder to close the sale of the Property shall not be conditioned or contingent upon Seller successfully effecting an Exchange; and (4) Seller shall indemnify and hold harmless Purchaser from and against any loss, cost, damage or expense (including attorneys' fees and related expenses) incurred by Purchaser as a result of the cooperation of Purchaser with an actual or contemplated Exchange and the foregoing indemnification obligation shall survive the closing of such Exchange. Purchaser shall not be responsible for compliance with or be deemed to have warranted to Seller that the Exchange in fact complies with Section 1031 of the Code. This Section shall survive the Closing.

Section 1031 Exchange. Either Seller or Purchaser shall have the right to treat this Property as part of a tax-deferred like-kind exchange under Section 1031 of the Internal Revenue Code and, to that end, shall have the right to assign or otherwise alter this Agreement in order to accomplish that objective, provided the net economic effect (including the date of Closing and the exposure of the parties to liability) shall be essentially the same as under this original Agreement.

Section 1031 Exchange. Each Party shall have the right to elect to effect a tax-deferred exchange under Code Section 1031 (an “Exchange”) for the Purchased Assets at any time prior to the Closing Date. If such Party elects to effect an Exchange, the other Party agrees to cooperate with such Party to accommodate such other Party in effectuating the Exchange and to execute escrow instructions, documents, agreements or instruments to effect the Exchange, provided that: (i) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging Party’s obligations under this Agreement and the exchanging Party’s failure or inability to consummate an exchange for any reason or for no reason at all shall not be deemed to excuse or release the exchanging Party from its obligations under this Agreement, (ii) the exchanging Party shall effect its Exchange through an assignment of this Agreement, or its rights or obligations under this Agreement, to a qualified intermediary, but such assignment shall not release the exchanging Party from any of its liabilities or obligations to the non-exchanging Party under this Agreement or expand any liabilities or obligations of the non-exchanging Party under this Agreement, (iii) no Party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other Party; and (iv) the exchanging Party shall pay any additional costs, expenses, fees or liabilities that would not otherwise have been incurred by the non-exchanging Party had the exchanging Party not consummated the transaction through an Exchange and the exchanging Party shall indemnify the non-exchanging Party against any such additional costs or liabilities (including reasonable attorney’s fees). No Party shall by this Agreement or acquiescence to an Exchange desired by the other Party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging Party that its Exchange in fact complies with Section 1031 of the Code.

Section 1031 Exchange. Notwithstanding any provision of this Agreement to the contrary, Seller and Purchaser each shall have the right to structure the sale and purchase of the Property as a like-kind exchange (the “Exchange”) for other real property of a like-kind to be designated by Seller and Purchaser (including the ability to transfer all or any portion of its rights under this Agreement to a qualified intermediary, an exchange accommodation title holder or one or more single member limited liability companies that are owned by any of the foregoing persons) in accordance with the provisions of Section 1031 of the Internal Revenue Code and the Treasury Regulations thereunder and IRS Revenue Procedure 2000-37. Seller and Purchaser shall each execute any and all documents requested by the other that are reasonably necessary to effect the Exchange and otherwise assist and cooperate with such party in effecting the Exchange, and the closing deliveries and mechanics set forth in this Agreement shall be adjusted to enable the Exchange to proceed in the manner reasonably required by Seller and/or Purchaser, provided, however, that nothing contained in this Section 28 shall be deemed to require either party to incur any additional fees, costs or expenses.

Section 1031 Exchange. Purchaser acknowledges that Seller may elect to transfer its interest in the Property pursuant to a like-kind exchange qualifying under Section 1031 of the Internal Revenue Code of 1986, as amended. Purchaser agrees to reasonably cooperate with Seller, subject to the limitations of this Section 14.3, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such third party, Brandywine Place, Ltd. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Brandywine Place, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that (a) there shall be no delay in the Closing Date and the consummation of the transactions contemplated in this Contract; (b) Seller shall not be released if the exchange fails for any reason and in such event only Seller shall remain obligated to consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any representations, warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any and a...

Section 1031 Exchange. Either party may structure the disposition or acquisition of the Property, as the case may be, as a like-kind exchange under Internal Revenue Code Section 1031 at the exchanging party’s sole cost and expense. The other party shall reasonably cooperate therein, provided that such other party shall incur no material costs, expenses or liabilities in connection with the exchanging party’s exchange. If either party uses a qualified intermediary to effectuate an exchange, any assignment of the rights or obligations of such party hereunder shall not relieve, release or absolve such party of its obligations to the other party. The exchanging party shall indemnify, defend and hold harmless the other party from all liability in connection with the indemnifying party’s exchange, and the indemnified party shall not be required to take title to or contract for the purchase of any other property. The provisions of this Section 11.12 shall survive the Closing.