Common use of Section 1031 Exchanges Clause in Contracts

Section 1031 Exchanges. Notwithstanding anything to the contrary in this Agreement, each Affiliate Seller may transfer its rights or obligations under this Agreement to a party acting as “Qualified Intermediary”, as defined in Section 1031(k)-1(g)(4) of the Federal Income Tax Regulations (the “Intermediary”), provided that: (i) notwithstanding such assignment, in any event Buyer may proceed directly against the Affiliate Seller to enforce Buyer’s rights under this Agreement, to the extent permitted under this Agreement, without the need to join the Intermediary as a party; (ii) notwithstanding any such assignment the Transferred Real Property shall be conveyed directly by the Affiliate Seller to the Real Property Purchaser as provided in this Agreement; (iii) Buyer’s performance of any of its obligations to or in favor of the Intermediary shall be treated as performance to or in favor of the Affiliate Seller; (iv) Affiliate Seller shall provide a copy of the instrument by which any such assignment to the Intermediary is made to Buyer immediately after its execution; and (v) neither Buyer nor Real Property Purchaser shall be a party to such assignment to the Intermediary. In the event either Affiliate Seller so assigns its rights or obligations under this Agreement to the Intermediary, Buyer shall or shall cause Real Property Purchaser to (a) render performance of all of Buyer’s obligations under this Agreement to the Intermediary, (b) deposit the purchase price for the applicable Transferred Real Property in accordance with the instructions of the Intermediary, and (c) allow the Affiliate Seller to proceed directly against Buyer without the need to join the Intermediary as a party to an action against Buyer in the event Buyer breaches any of its obligations under this Agreement. The purpose of an assignment permitted by the Affiliate Sellers pursuant to this Section is solely to allow the Affiliate Seller to qualify the transfer of the Transferred Real Property for the benefits of Section 1031 of the Code. Qualification for Section 1031 treatment is solely the responsibility of the Affiliate Sellers, and neither Buyer nor the Real Property Purchaser shall be responsible for such qualification.

Section 1031 Exchanges. Notwithstanding anything to the contrary in this Agreement, each Affiliate Buyer acknowledges that Seller may wish to transfer its rights any or obligations under this Agreement to a party acting as “Qualified Intermediary”, as defined in Section 1031(k)-1(g)(4) all of the Federal Income Tax Regulations (the “Intermediary”), provided that: (i) notwithstanding such assignment, Purchased Assets in any event Buyer may proceed directly against the Affiliate Seller a transaction intending to enforce Buyer’s rights under this Agreement, to the extent permitted under this Agreement, without the need to join the Intermediary as a party; (ii) notwithstanding any such assignment the Transferred Real Property shall be conveyed directly by the Affiliate Seller to the Real Property Purchaser as provided qualify in this Agreement; (iii) Buyer’s performance of any of its obligations to whole or in favor part for nonrecognition of gain pursuant to Section 1031 of the Intermediary shall be treated as performance to or in favor of the Affiliate Seller; (iv) Affiliate Code. If Seller so desires, it shall provide Buyer with a copy of the instrument by which any such assignment written statement, at least five (5) days prior to the Intermediary is made to Buyer immediately after its execution; and (v) neither Buyer nor Real Property Purchaser shall be a party to such assignment to the Intermediary. In the event either Affiliate Seller so assigns its rights or obligations under this Agreement to the IntermediaryClosing, Buyer shall or shall cause Real Property Purchaser to (a) render performance of all of Buyerstating Seller’s obligations under this Agreement to the Intermediary, (b) deposit the purchase price for the applicable Transferred Real Property in accordance with the instructions of the Intermediary, and (c) allow the Affiliate Seller to proceed directly against Buyer without the need to join the Intermediary as a party to an action against Buyer in the event Buyer breaches any of its obligations under this Agreement. The purpose of an assignment permitted by the Affiliate Sellers pursuant to this Section is solely to allow the Affiliate Seller intent to qualify the transfer of the Transferred Real Property for the benefits of Purchased Assets specified in such statement as a tax-deferred exchange under Section 1031 of the Code. Qualification for Section 1031 treatment is solely Buyer agrees that at the responsibility request of Seller, and subject to the terms of this Agreement, at the Closing, Buyer shall pay the portion of the Affiliate SellersPurchase Price allocable to the Purchased Assets, as specified in the written statement, to any single “qualified intermediary” (as defined in Treasury Regulation Section 1.1031(k)-1(g)(4)) designated by Seller in lieu of and in complete satisfaction of the portion of the Purchase Price otherwise payable to Seller. In addition, Buyer agrees that it will cooperate with Seller in completing any such exchange, and neither Buyer nor the Real Property Purchaser shall execute all such agreements, instructions, instruments, and other documents as Seller shall reasonably request with respect to such exchange. Nothing in this Section 2.12 shall be responsible for construed to (a) require that the transactions contemplated by this Agreement be conditioned upon completion of any such qualificationexchange, (b) permit Seller to delay the transfer of the Purchased Assets to Buyer as required by this Agreement, including without limitation any delay of the FCC Consent or filing of the Assignment Application, (c) require Buyer to make any payment of any portion of the Purchase Price to any person other than Seller, the Escrow Agent, or a qualified intermediary designated by Seller in accordance with this Section 2.12, or (d) require that Buyer incur any additional expense or liability as a result of or otherwise in connection with any such exchange.