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:
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:
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...
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:
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.
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.
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.
