Seller’s 1031 Exchange Sample Clauses

Seller’s 1031 Exchange. Buyer acknowledges that Seller may engage in a tax deferred exchange ("Seller's Exchange") pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code"). Without limiting the provisions of Section 18 hereof, to effect Seller's Exchange, Seller may assign its rights in, and delegate its duties under, this Agreement, as well as transfer the Property, to any exchange accommodator which Seller shall determine. As an accommodation to Seller, Buyer agrees to cooperate with Seller in connection with Seller's Exchange, including the execution of documents therefor, provided the following terms and conditions are satisfied:
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Seller’s 1031 Exchange. Buyer acknowledges that Seller may engage in a tax deferred exchange (“Seller’s Exchange”) pursuant to Section 1031 of the Code. To effect Seller’s Exchange, Seller may assign its rights in, and delegate its duties under this Agreement, as well as transfer the Property, to any exchange accommodator which Seller shall determine. As an accommodation to Seller, Buyer agrees to cooperate with Seller in connection with Seller’s Exchange, including the execution of documents therefor, provided the following terms and conditions are satisfied:
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Seller’s 1031 Exchange. Purchaser acknowledges that Seller intends ---------------------- to effect the sale of its undivided tenant in common interest in Tucson Mall as the disposition of "relinquished property" in connection with a multiple party deferred exchange transaction for other "replacement property" of like-kind and qualifying use pursuant to Section 1031 of the Code and the Treasury Regulations thereunder, provided that Seller utilizes the services of a "qualified intermediary" as defined in Treasury Regulation (S)1.1031(k)-1(g)(4)(iii) ("Intermediary") to effectuate such Section 1031 exchange. Purchaser agrees to reasonably cooperate in the accomplishment of that purpose, including executing any and all documents reasonably requested by Seller, provided only that (a) Purchaser shall not be required to be vested in title to any property other than the Property, (b) Purchaser shall incur no liability or expense arising out of or related to the Section 1031 exchange (and shall only incur such liability or expense expressly contemplated in this Agreement), (c) no such document shall adversely affect Purchaser in any respect or change any economic terms and conditions of the transaction with respect to Purchaser and (d) Purchaser shall not be delayed in the Closing. Seller may assign its rights, but not its obligations, in this Agreement to an Intermediary on or before the Closing Date without Purchaser's consent for purposes of effectuating a Section 1031 exchange. To exercise its rights under this Section 13.16 to exchange, rather than sell, the Property, Seller shall provide Purchaser with a written statement stating its intent to enter into an exchange at least three (3) business days prior to the Closing Date. Notwithstanding an assignment to the Intermediary, Seller agrees to unconditionally perform its representations, warranties, obligations and undertakings under this Agreement, and in the event of a breach, Purchaser may proceed directly against Seller without the need to join the Intermediary. Seller shall indemnify, defend and hold Purchaser harmless from and against any and all liabilities, obligations, causes of action, suits, claims, costs and expenses, including, without limitation, reasonable attorneys fees and costs, arising from or related to any such Section 1031 exchange with respect to the Property or any portion thereof. Furthermore, Seller shall reimburse Purchaser at Closing for all out-of-pocket expenses incurred by Purchaser in excess of those t...
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Seller’s 1031 Exchange. At SELLER’s option at or before the Closing, this Agreement may be modified to become an Exchange Agreement for the exchange of property pursuant to Section 1031 of the Internal Revenue Code. In that event the following shall apply in lieu of any conflicting provisions herein:
Sample 1
Seller’s 1031 Exchange. Seller shall have the right, but not the obligation, to include the sale of the Property as part of a tax deferred exchange under Section 1031 of the Internal Revenue Code of 1986 ("Exchange Transaction"), for the benefit of Seller, at no cost, expense or liability to Purchaser. Purchaser agrees to reasonably cooperate with Seller in any manner necessary to facilitate such Exchange Transaction, including but not limited to the execution of any and all documents (subject to the approval of Purchaser's legal counsel, which approval shall not be unreasonably withheld, delayed or conditioned) as shall be reasonably necessary in connection therewith, all at no cost, expense or liability to Purchaser. Purchaser acknowledges that, in order to facilitate the Exchange Transaction, Seller may be required to assign its rights under this Agreement to a qualified intermediary, and Purchaser hereby agrees to such assignment. Nothing herein, however, shall be deemed to modify the terms of this Agreement, to obligate Purchaser to pay any additional sums or incur any additional costs as a result of the Exchange Transaction, to expose Purchaser to any additional obligations or liability as a result of the Exchange Transaction or to waive any of Purchaser's rights under this Agreement.
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Seller’s 1031 Exchange. Seller hereunder may desire to exchange, for other property of like kind and qualifying use within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended and the Regulations promulgated thereunder, fee title in the Premises which is the subject of this Contract. Subject to this Section (a) Seller expressly reserves the right to assign its rights, but not its obligations, hereunder to a Qualified Intermediary as provided in IRS Reg. 1.1031(k)-1(g)(4) on or before the Closing date. Purchaser shall cooperate in effectuating such a transaction provided, however, that said transaction not subject Purchaser to additional costs or legal liability and does not extend any time periods set forth herein and does not impair or restrict any of Seller’s obligations or Purchaser’s rights under this Contract.
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Seller’s 1031 Exchange. Seller desires to exchange the Property for other property of like-kind within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. Seller shall assign Seller’s rights, but not Seller’s obligations hereunder, to a qualified intermediary as provided in the Treasury Regulations, on or before the Closing. Buyer shall take or cause to be taken any and all actions necessary or required or that Seller shall reasonably request of Buyer in order to effectuate any such exchange; provided, that Buyer shall not be obligated to incur any expenses, or any additional liability, or unreasonable delay in connection with such exchange.
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Related to Seller’s 1031 Exchange

  • 1031 Exchange Sellers and Purchaser acknowledge and agree that the purchase and sale of each Property may be part of a tax-free exchange under Section 1031 of the Code for either Purchaser or a Seller. Each party hereby agrees to take all reasonable steps on or before the Closing Date to facilitate such exchange if requested by the other party, provided that (a) no party making such accommodation shall be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (c) no party making such accommodation shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), and (d) no dates in this Agreement will be extended as a result thereof. Notwithstanding anything to the contrary contained in the foregoing, if a Seller so elects to close the transfer of a Property as an exchange, then (i) such Seller, at its sole option, may delegate its obligations to transfer a Property under this Agreement, and may assign its rights to receive the Purchase Price from Purchaser, to a deferred exchange intermediary (an “Intermediary”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of such Seller pursuant to this Agreement; (iii) such Seller shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Purchaser; and (v) the closing of the transfer of the Property to Purchaser shall be undertaken by direct deed from such Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser or to exchange accommodation titleholder, as the case may be. Notwithstanding anything to the contrary contained in the foregoing, if Purchaser so elects to close the acquisition of a Property as an exchange, then (i) Purchaser, at its sole option, may delegate its obligations to acquire such Property under this Agreement, and may assign its rights to receive the Property from such Seller, to an Intermediary or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Purchaser pursuant to this Agreement; (iii) Purchaser shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to such Seller; and (v) the closing of the acquisition of such Property by Purchaser or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from the applicable Seller (or, if applicable, from other affiliates of such Seller whom such Seller will cause to execute such deeds) to Purchaser (or to exchange accommodation titleholder, as the case may be).

  • Section 1031 Exchange Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an “Exchange”) pursuant to § 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (a) 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; (b) the exchanging party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary (c) neither 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 (d) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party had the exchanging party not consummated the transaction through an Exchange. Neither 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 § 1031 of the Code.

  • Closing Deliveries by Buyer At the Closing, Buyer shall deliver or cause to be delivered to Seller:

  • Closing Deliveries by Seller At the Closing, Seller shall deliver to Purchaser:

  • Closing Deliveries by Purchaser At the Closing, Purchaser shall deliver to Seller:

  • Seller’s Closing Deliveries At the Closing, Seller shall deliver or cause to be delivered the following:

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

  • Seller Closing Deliverables At the Closing, Seller shall deliver to Buyer the following:

  • Seller’s Deliveries at Closing At the Closing, Seller will deliver or cause to be delivered to Buyer:

  • Seller and Buyer May Affirm or Terminate Without limiting any other right or remedy of the parties including those under this contract or any right at law or in equity, if the Seller or Buyer, as the case may be, fails to comply with an Essential Term, or makes a fundamental breach of an intermediate term, the Seller (in the case of the Buyer’s default) or the Buyer (in the case of the Seller’s default) may affirm or terminate this contract.

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