Common use of Tax Free Exchange Clause in Contracts

Tax Free Exchange. If Seller elects to close the sale of the Property as part of a Section 1031 tax-free exchange, Purchaser agrees to cooperate with Seller as reasonably requested, so long as Purchaser is not required to enter into the chain of title of any property other than the Property or to incur any costs, expense obligations or liabilities with reference to such exchange or exchange property or properties, the party performing such exchange shall bear all costs and expenses generated by such election (including, but not limited to, any increase in legal fees associated therewith), and the Closing Deadline is not delayed, and the Purchase Price is not affected. Seller and Purchaser agree that (i) Seller may assign its right, title and interest in this Agreement to a qualified intermediary in order to facilitate a deferred like-kind exchange, provided that such assignment does not release Seller from its obligations hereunder; (ii) that Purchaser shall have no recourse whatsoever against the qualified intermediary under this Agreement; and (iii) Purchaser shall execute any and all documents reasonably necessary to consummate the assignment of Seller’s right, title and interest in this Agreement to the qualified intermediary. If Purchaser elects to close the sale of the Property as part of a Section 1031 tax-free exchange, Seller agrees to cooperate with Purchaser as reasonably requested, so long as Seller does not incur any additional costs, the Closing Deadline is not delayed, and the Purchase Price is not affected. Seller and Purchaser agree that (i) Purchaser may assign its right, title and interest in this Agreement to a qualified intermediary in order to facilitate a deferred like-kind exchange, provided that such assignment does not release Purchaser from its obligations hereunder; (ii) that Seller shall have no recourse whatsoever against the qualified intermediary under this Agreement; and (iii) Seller shall execute any and all documents necessary to consummate the assignment of Purchaser’s right, title and interest in this Agreement to the qualified intermediary.

Tax Free Exchange. If Notwithstanding anything to the contrary ----------------- contained in this Agreement, Seller elects shall have the right, in lieu of receiving the Purchase Price contemplated by this Agreement, to close exchange the sale Purchased Assets in a transaction intended to qualify as a tax free exchange (the "Tax Free Exchange") under the provisions of the Property Code. In the event that Seller desires to undertake the Tax Free Exchange, Buyer, Seller and Exchange Escrowee (as part defined below) shall, promptly following Seller's request, enter into an Exchange Escrow Agreement substantially in the form attached to this Agreement as Exhibit J and Seller shall assign its rights under this Agreement to the ------- - Exchange Escrowee, provided, however, such assignment shall not relieve Seller of a Section 1031 tax-free exchangeits obligations hereunder. Buyer's rights will remain unaffected by the Seller's assignment to the Exchange Escrowee. The Exchange Escrowee, Purchaser as that term is defined in the Exchange Escrow Agreement, shall be the Title Company, or such other title company or entity mutually acceptable to Buyer and Seller. Buyer agrees to cooperate with Seller execute and deliver such additional documents as reasonably requested, so long as Purchaser is not may be required to enter into complete the chain of title of any property other than transactions contemplated by the Property or to incur any costsExchange Escrow Agreement, expense provided that such documents do not increase Buyer's obligations or liabilities with reference set forth in this Agreement or decrease its rights hereunder. In the event that changes occur in the Code, regulations promulgated thereunder, or applicable case law relating to transactions such exchange as the Tax Free Exchange and such changes cause the attached Exchange Escrow Agreement to be incorrect, inadequate or exchange property obsolete for the purposes contemplated in this Agreement, then at Seller's request, Buyer and Seller shall modify or propertiesamend the Exchange Escrow Agreement or enter into a new Exchange Escrow Agreement to effectuate the Tax Free Exchange; provided, however, that such changes or additional documents do not increase any cost or liability of Buyer thereunder or under this Agreement or decrease or modify Buyer's rights to purchase the party performing such exchange Purchased Assets. Buyer and Seller also agree that if the Seller exercises its right to transfer the Purchased Assets in a Tax Free Exchange pursuant to this Section 8.05(d), then the Xxxxxxx Money and all accrued interest will be transferred to the Exchange Escrowee prior to the Closing subject to escrow instructions reasonably satisfactory to Buyer. Seller shall bear all costs and expenses generated by such election (includingassociated with the Tax Free Exchange. The fact that the Code may be hereafter amended, but supplemented, or replaced with the effect that a Tax Free Exchange is no longer possible shall not limited to, have any increase in legal fees associated therewith), and effect on Seller's obligation to comply with the Closing Deadline is not delayed, and the Purchase Price is not affectedother provisions of this Agreement subject to its terms. Seller and Purchaser agree that In no event shall Buyer be obligated to (i) Seller may assign its righttake title to any other property, title and interest in this Agreement to a qualified intermediary in order to facilitate a deferred like-kind exchange, provided that such assignment does not release Seller from its obligations hereunder; (ii) that Purchaser shall have no recourse whatsoever against the qualified intermediary under this Agreement; and assume any obligations with respect to any other property, or (iii) Purchaser shall execute incur or sustain any and all documents reasonably necessary Liability not otherwise required to consummate the assignment of Seller’s right, title and interest in be incurred or sustained by Buyer pursuant to this Agreement Agreement. Notwithstanding anything contained herein to the qualified intermediary. If Purchaser elects contrary, the ability of Seller to effectuate a Tax Free Exchange in accordance with the provisions of this Section 8.05(d) shall not be a condition precedent to the Seller's obligations to close the sale of the Property as part of a Section 1031 tax-free exchange, Seller agrees to cooperate with Purchaser as reasonably requested, so long as Seller does not incur any additional costs, the Closing Deadline is not delayed, and the Purchase Price is not affected. Seller and Purchaser agree that (i) Purchaser may assign its right, title and interest in this Agreement to a qualified intermediary in order to facilitate a deferred like-kind exchange, provided that such assignment does not release Purchaser from its obligations hereunder; (ii) that Seller shall have no recourse whatsoever against the qualified intermediary under transactions contemplated by this Agreement; and (iii) Seller shall execute any and all documents necessary to consummate the assignment of Purchaser’s right, title and interest in this Agreement to the qualified intermediary.

Tax Free Exchange. If Notwithstanding any terms in this Agreement to the contrary, Seller elects and Buyer shall have the right to close consummate the sale transactions contemplated by this Agreement in a manner which qualifies as a tax-deferred exchange, in whole or in part, under the provisions of Section 1031 of the Property as part of a Section 1031 tax-free exchangeInternal Revenue Code, Purchaser agrees and the Treasury Regulations thereunder. Seller and Buyer agree to cooperate with each other with respect to any tax-deferred exchange pursuant to the provisions of Section 1031 of the Code and the Treasury Regulations thereunder and to execute any and all documents reasonably requested in connection therewith. Without limiting the foregoing, Seller as reasonably requested, so long as Purchaser is not required and Buyer shall have the right to enter into the chain of title of any property other than (i) transfer interests in the Property or this Agreement to incur one or more of its direct or indirect members or partners, (ii) transfer all or any costs, expense obligations portion of Seller’s and Buyer’s (or liabilities with reference to such exchange or exchange property or properties, the party performing such exchange shall bear all costs and expenses generated by such election (including, but not limited to, any increase in legal fees associated therewith), and the Closing Deadline is not delayed, and the Purchase Price is not affected. Seller and Purchaser agree that (iits transferee’s) Seller may assign its right, title and interest in interests under this Agreement to a qualified intermediary (“Intermediary”) in order accordance with the provisions of Section 1031 of the Internal Revenue Code and the Treasury Regulations thereunder (and, as a result of the transfer, the Intermediary will acquire an equitable interest in the title to facilitate a deferred like-kind exchange, the Property) provided that Seller and Buyer shall simultaneously with such assignment does not release Seller from its transfer confirm their respective continued obligations hereunder; (ii) that Purchaser shall have no recourse whatsoever against the qualified intermediary to one another under this Agreement; Agreement and (iii) Purchaser cause all or any portion of the Purchase Price to be transferred to a qualified escrow or qualified trust in accordance with the provisions of Section 1031 of the Internal Revenue Code and the Treasury Regulations thereunder. Any such exchange shall execute be accomplished by supplemental instructions reasonably acceptable to both patties (“Exchange Instructions”), including any exchange documents and all documents reasonably necessary to consummate the assignment of Seller’s right, title and interest in this Agreement to instructions with the qualified intermediary. If Purchaser elects The non-exchanging party shall execute and deliver to close the sale exchanging party or Escrow Holder any and all of the Property as part Exchange Instructions provided to the non-exchanging party by the exchanging party within three (3) business days after the receipt of a Section 1031 tax-free exchangesuch Exchange Instructions. Each party shall bear its own costs and expenses (including, Seller agrees without limitation, attorneys’ fees and costs) incurred in connection with the preparation and review of the Exchange Instructions. However, neither party shall be obligated to cooperate with Purchaser as reasonably requestedacquire title to any other real property, so long as Seller does not or be required to incur any additional costs, liability or financial obligation as a consequence of the Closing Deadline other party’s contemplated exchange. Buyer and Seller agree that the consummation of this Agreement is not delayed, predicated or conditioned upon the completion of any such exchange and the Purchase Price is Close of Escrow shall not affected. Seller and Purchaser agree that (i) Purchaser may assign its right, title and interest in this Agreement to be delayed as a qualified intermediary in order to facilitate a deferred like-kind exchange, provided that such assignment does not release Purchaser from its obligations hereunder; (ii) that Seller shall have no recourse whatsoever against the qualified intermediary under this Agreement; and (iii) Seller shall execute any and all documents necessary to consummate the assignment of Purchaser’s right, title and interest in this Agreement to the qualified intermediaryresult thereof.

Tax Free Exchange. If Seller elects The parties hereby acknowledge that either party hereto may desire to close consummate this transaction as a tax deferred exchange or a reverse tax deferred exchange (the sale "Exchange") for other real property and improvements of like kind (the Property as part of a "Exchange Property") under Internal Revenue Code Section 1031 tax-free exchange, Purchaser agrees and the regulations promulgated thereunder. The parties agree to cooperate with Seller each other to accomplish such Exchange, including the execution of documents therefor, provided each and every one of the following terms and conditions are satisfied: (a) either party shall notify the other not less than ten (10) Business Days prior to the Closing Date that such party has arranged such an Exchange and as soon as reasonably requestedpossible thereafter but in all events prior to the Closing Date, so long Seller and Buyer, and such other parties as Purchaser is may be necessary to effect the Exchange, shall have executed any and all documents (the "Exchange Documents") satisfactory to the parties and their respective legal counsel which are necessary to effect the Exchange; (b) neither party shall not be required to enter into execute any Exchange Documents in connection with the chain of title of Exchange unless and until both parties have expressly notified each other in writing that each specific Exchange Document has been approved; (c) except for costs incurred by the applicable party in connection with the Exchange, neither party shall be obligated to pay any property other than the Property facilitator, intermediary or to incur any escrow costs, expense obligations brokerage commissions, title charges, survey costs, recording costs or liabilities other charges incurred by the other party with reference respect to such exchange the Exchange Property and/or the Exchange; (d) in no way shall the Closing be contingent or exchange property or properties, otherwise subject to the party performing such exchange shall bear all costs and expenses generated by such election (including, but not limited to, any increase in legal fees associated therewith)consummation of the Exchange for the Exchange Property, and the Closing Deadline is not delayed, and shall occur on the Purchase Price is not affected. Seller and Purchaser agree that (i) Seller may assign its right, title and interest Closing Date in accordance with the terms of this Agreement despite any failure or delay, for any reason, of any party hereto and any other parties to the Exchange to effect the same; (e) if, for any reason (including a qualified intermediary in order to facilitate a deferred like-kind exchangebreach or default by Seller under this Agreement), provided that such assignment the Closing hereunder does not release occur, Seller from its obligations hereunder; (ii) that Purchaser shall have no recourse whatsoever against responsibility or liability to any third party involved in the qualified intermediary under this Agreement; and (iii) Purchaser shall execute any and all documents reasonably necessary to consummate the assignment of Seller’s right, title and interest in this Agreement to the qualified intermediary. If Purchaser elects to close the sale of the Property as part of a Section 1031 tax-free exchange, Seller agrees to cooperate with Purchaser as reasonably requested, so long as Seller does not incur any additional costs, the Closing Deadline is not delayed, and the Purchase Price is not affected. Seller and Purchaser agree that (i) Purchaser may assign its right, title and interest in this Agreement to a qualified intermediary in order to facilitate a deferred like-kind exchange, provided that such assignment does not release Purchaser from its obligations hereunderExchange transaction; (iif) Buyer shall use a third party facilitator or intermediary to sell the Exchange Property so that Seller shall have no recourse obligations in connection with the sale of the Exchange Property to the third party involved in the Exchange or in connection with any agreement or document with respect thereto; (g) Seller will not be required to make any representations or warranties nor assume any obligations, including any debt secured by the Exchange Property or otherwise, nor spend any sum or incur any personal liability whatsoever in connection with the Exchange transaction contemplated hereby, nor shall the cash which Buyer is required to pay hereunder to obtain the Property be subject to liquidated damages or forfeiture or be increased with respect to such Exchange; (h) both parties hereto indemnify and agree to hold the other party harmless from and against any and all causes, claims, demand, liabilities, costs and expenses, including reasonable attorneys' fees, as a result of or in connection with the qualified intermediary under this AgreementExchange Property and any such Exchange; and (iiii) Seller by consummating the Exchange, neither party shall execute any and all documents necessary to consummate the assignment of Purchaser’s right, title and interest in 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 qualified intermediary.other party that the Exchange in fact complies with Section 1031 of the Internal Revenue Code. The provisions of this Section 31 shall survive any termination of this Agreement and shall survive the Closing and shall not merge into the Grant Deed or any other document or instrument delivered at Closing. [END OF TEXT; SIGNATURES FOLLOW ON IMMEDIATELY SUCCEEDING PAGES] --

Tax Free Exchange. If Seller elects Notwithstanding anything to close the sale contrary contained in this Agreement, Sellers shall have the right, in lieu of receiving the Purchase Price contemplated by this Agreement, to exchange the Purchased Assets in a transaction intended to qualify as a tax free exchange (the "Tax Free Exchange") under the provisions of the Property Code. In the event that Sellers desire to undertake the Tax Free Exchange, Buyer, Sellers and Exchange Escrowee (as part defined below) shall, promptly following Sellers' request, enter into an Exchange Escrow Agreement substantially in the form attached to this Agreement as Exhibit Q and Sellers shall assign their rights under this Agreement to the Exchange Escrowee, provided, however, such assignment shall not relieve Sellers of a Section 1031 tax-free exchangetheir obligations hereunder. Buyer's rights will remain unaffected by the Sellers' assignment to the Exchange Escrowee. The Exchange Escrowee, Purchaser as that term is defined in the Exchange Escrow Agreement, shall be Commonwealth Land Title Insurance Company, or such other title company or entity mutually acceptable to Buyer and Sellers. Buyer agrees to cooperate with Seller execute and deliver such additional documents as reasonably requested, so long as Purchaser is not may be required to enter into complete the chain of title of any property other than transactions contemplated by the Property or to incur any costsExchange Escrow Agreement, expense provided that such documents do not increase Buyer's obligations or liabilities with reference set forth in this Agreement or decrease its rights hereunder. In the event that changes occur in the Code, regulations promulgated thereunder, or applicable case law relating to transactions such exchange as the Tax Free Exchange and such changes cause the attached Exchange Escrow Agreement to be incorrect, inadequate or exchange property obsolete for the purposes contemplated in this Agreement, then at Sellers' request, Buyer and Sellers shall modify or propertiesamend the Exchange Escrow Agreement or enter into a new Exchange Escrow Agreement to effectuate the Tax Free Exchange; provided, however, that such changes or additional documents do not increase any cost or liability of Buyer thereunder or under this Agreement or decrease or modify Buyer's rights to purchase the party performing such exchange Purchased Assets. Buyer and Sellers also agree that if 71 -66- the Sellers exercises their right to transfer the Purchased Assets in a Tax Free Exchange pursuant to this Section 8.06(f), then the Earnxxx Xxxey and all accrued interest will be transferred to the Exchange Escrowee prior to the Closing subject to escrow instructions reasonably satisfactory to Buyer. Sellers shall bear all costs and expenses generated by such election (includingassociated with the Tax Free Exchange. The fact that the Code may be hereafter amended, but supplemented, or replaced with the effect that a Tax Free Exchange is no longer possible shall not limited to, have any increase in legal fees associated therewith), and effect on Sellers' obligation to comply with the Closing Deadline is not delayed, and the Purchase Price is not affectedother provisions of this Agreement subject to its terms. Seller and Purchaser agree that In no event shall Buyer be obligated to (i) Seller may assign its righttake title to any other property, title and interest in this Agreement to a qualified intermediary in order to facilitate a deferred like-kind exchange, provided that such assignment does not release Seller from its obligations hereunder; (ii) that Purchaser shall have no recourse whatsoever against the qualified intermediary under this Agreement; and assume any obligations with respect to any other property, or (iii) Purchaser shall execute incur or sustain any and all documents reasonably necessary Liability not otherwise required to consummate the assignment of Seller’s right, title and interest in be incurred or sustained by Buyer pursuant to this Agreement Agreement. Notwithstanding anything contained herein to the qualified intermediary. If Purchaser elects contrary, the ability of Sellers to effectuate a Tax Free Exchange in accordance with the provisions of this Section 8.06(f) shall not be a condition precedent to the Sellers' obligations to close the sale of the Property as part of a Section 1031 tax-free exchange, Seller agrees to cooperate with Purchaser as reasonably requested, so long as Seller does not incur any additional costs, the Closing Deadline is not delayed, and the Purchase Price is not affected. Seller and Purchaser agree that (i) Purchaser may assign its right, title and interest in this Agreement to a qualified intermediary in order to facilitate a deferred like-kind exchange, provided that such assignment does not release Purchaser from its obligations hereunder; (ii) that Seller shall have no recourse whatsoever against the qualified intermediary under transactions contemplated by this Agreement; and (iii) Seller shall execute any and all documents necessary to consummate the assignment of Purchaser’s right, title and interest in this Agreement to the qualified intermediary.

Tax Free Exchange. If Each of Seller elects and Buyer shall cooperate with the other in effecting an exchange described in Section 1031 of the Internal Revenue Code ("Tax Free Exchange"), provided, that: (a) the Tax Free Exchange shall not impose additional financial or legal obligations in addition to close those set forth elsewhere in this Agreement; (b) neither Seller nor Buyer shall have any obligation to take title to any exchange property; (c) the exchanging party shall indemnify, defend and save and hold the other party harmless of an from all expenses, liabilities, claims, losses or actions as a result of participation in the Tax Free Exchange; and (d) the other party shall have no obligation to modify any of the provisions of this Agreement to effect the Tax Free Exchange. Buyer and Seller agree that Seller may substitute an intermediary ("Intermediary") to act in place of Seller as the seller of the Real Property. Intermediary shall be designated in writing by Seller. Upon designation of Intermediary and upon Intermediary's written assumption of Seller's obligations, Intermediary shall be substituted for Seller for the sale of the Property as part of a Section 1031 tax-free exchangeReal Property; provided, Purchaser agrees to cooperate with Seller as reasonably requestedhowever, so long as Purchaser is not required to enter into the chain of title of any property other than the Property or to incur any costs, expense obligations or liabilities with reference to such exchange or exchange property or properties, the party performing such exchange shall bear all costs and expenses generated by such election (including, but not limited to, any increase in legal fees associated therewith), and the Closing Deadline is not delayed, and the Purchase Price is not affected. Seller and Purchaser agree that (i) Seller may assign its right, title and interest in this Agreement to a qualified intermediary in order to facilitate a deferred like-kind exchange, provided that such assignment does not release Seller from its obligations hereunder; (ii) that Purchaser shall have no recourse whatsoever against the qualified intermediary under this Agreement; and (iii) Purchaser shall execute any and all documents reasonably necessary to consummate the assignment of Seller’s right, title and interest in this Agreement to the qualified intermediary. If Purchaser elects to close the sale of the Property as part of a Section 1031 tax-free exchange, Seller agrees to cooperate with Purchaser as reasonably requested, so long as Seller does not incur any additional costs, the Closing Deadline is not delayed, and the Purchase Price is not affected. Seller and Purchaser agree that (i) Purchaser may assign its right, title and interest in this Agreement to a qualified intermediary in order to facilitate a deferred like-kind exchange, provided that such assignment does not release Purchaser from its obligations hereunder; (ii) that Seller shall have no recourse whatsoever against remain personally liable for all of the qualified intermediary under obligations of Seller pursuant to this Agreement; and (iii) . Subject to Seller shall execute any remaining personally liable, Buyer agrees to accept the Real Property and all documents necessary other required performance and any escrow instructions from Intermediary and to consummate the assignment render its performance of Purchaser’s rightall of its obligations to Intermediary. Buyer agrees that performance by Intermediary will be treated as performance by Seller, title and interest in this Agreement Seller agrees that Buyer's performance to the qualified intermediaryIntermediary will be treated as performance to Seller.

Tax Free Exchange. If Seller Purchaser shall have the right to structure this transaction so that it qualifies under the exchange provisions of Section 1031 of the Internal Revenue Code of 1986, as amended. In the event Purchaser elects to close structure this transaction so that it qualifies under such provisions, Seller shall cooperate with Purchaser at no cost or liability to Seller in connection with efforts to effect the sale exchange transaction, including any reasonable use of a “qualified intermediary” or an “exchange accommodation titleholder” within the meaning of the Property United States Treasury Regulations and related authority (including any assignment of this Agreement by Purchaser to such a “qualified intermediary” or such an “exchange accommodation titleholder”); provided, however, that (a) such transaction does not directly or indirectly increase the Purchase Price, (b) such transaction will not delay or otherwise adversely affect the Closing, (c) there is no additional unreimbursed loss, cost, damage tax. expense or adverse consequence incurred by Seller resulting from, or in connection with such transaction, (d) Purchaser agrees to indemnify, save and hold harmless Seller of, from and against any such loss, cost, damage, tax, expense or adverse consequence (including reasonable attorneys’ fees), (e) all documents to be executed by Seller in connection with such exchange shall be subject to the approval of Seller, which approval shall not be unreasonably withheld provided Purchaser has otherwise fully complied with the terms and provisions of this Paragraph 39, and shall expressly state without qualification, that Seller (x) is acting solely as part of an accommodating party to such exchange, (y) shall have no liability with respect thereto, and (z) is making no representation or warranty that the transactions qualify as a Section 1031 tax-free exchange under Section 1031 of the Internal Revenue Code or any applicable state or local laws, (f) in no event shall Seller be obligated to acquire any property or otherwise be obligated to take title, or appear in the records of title, to any property in connection with such exchange, and (g) Purchaser agrees to cooperate with Seller as reasonably requested, so long as Purchaser is not required to enter into shall pay all of the chain of title of any property other than the Property or to incur any costs, expense obligations or liabilities with reference to such exchange or exchange property or properties, the party performing such exchange shall bear all costs and expenses generated by such election (including, but not limited towithout limitation, any increase in reasonable legal fees associated therewith), and expenses) reasonably incurred by Seller from and after the date of this Agreement in connection with the consideration and/or consummation of any such transaction. The provisions of this Paragraph 39 shall survive the Closing Deadline is not delayed, and the Purchase Price is not affected. Seller and Purchaser agree that (i) Seller may assign its right, title and interest in this Agreement to a qualified intermediary in order to facilitate a deferred like-kind exchange, provided that such assignment does not release Seller from its obligations hereunder; (ii) that Purchaser shall have no recourse whatsoever against the qualified intermediary under or earlier termination of this Agreement; and (iii) Purchaser shall execute any and all documents reasonably necessary to consummate the assignment of Seller’s right, title and interest in this Agreement to the qualified intermediary. If Purchaser elects to close the sale of the Property as part of a Section 1031 tax-free exchange, Seller agrees to cooperate with Purchaser as reasonably requested, so long as Seller does not incur any additional costs, the Closing Deadline is not delayed, and the Purchase Price is not affected. Seller and Purchaser agree that (i) Purchaser may assign its right, title and interest in this Agreement to a qualified intermediary in order to facilitate a deferred like-kind exchange, provided that such assignment does not release Purchaser from its obligations hereunder; (ii) that Seller shall have no recourse whatsoever against the qualified intermediary under this Agreement; and (iii) Seller shall execute any and all documents necessary to consummate the assignment of Purchaser’s right, title and interest in this Agreement to the qualified intermediary.