Transfer to Qualified Intermediary Sample Clauses

Transfer to Qualified Intermediary. The parties agree that all of the rights and obligations of Seller and/or the Buyer under this Agreement may be assigned by Seller and/or the Buyer prior to the Closing to, in either or both cases, a "qualified intermediary" for purposes of enabling Seller and/or Buyer to qualify the exchange of the Property for other property as a tax-free exchange under Section 1031 of the Internal Revenue Code; provided, however, that such transfer shall not relieve either of Seller or Buyer of any of the obligations of Buyer and Seller under this Agreement. Each of Buyer and Seller agrees to cooperate in connection with any proposed exchange of the Property; provided, however, (i) the acquisition and exchange of the Property for designated exchange property shall not impose upon Buyer or Seller any additional financial obligations; (ii) each party shall indemnify the other party and hold the other party harmless from any and all liabilities, claims, losses or actions which Buyer and/or Seller incurs or to which Buyer and/or Seller may be exposed as a result of Buyer's and/or Seller's participation in either or both of the contemplated exchanges; (iii) Buyer shall not be required to take title to any property other than the Property; and (iv) such exchange shall not in any way delay the Closing as contemplated hereby. [Signatures appear on the following page]
Sample 1
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Transfer to Qualified Intermediary. The parties agree that all of the rights and obligations of Seller under this Agreement may be assigned by Seller prior to the Closing to a "qualified intermediary" for purposes of enabling Seller to qualify the exchange of the Property for other property as a tax-free exchange under Section 1031 of the Internal Revenue Code; provided, however, that such transfer shall not relieve Seller of any obligation of Seller under this Agreement. Purchaser agrees to cooperate in connection with any proposed exchange of the Property; provided, however, (i) the acquisition and exchange of the Property for designated exchange property shall not impose upon Purchaser any additional financial obligations; (ii) Purchaser shall have no obligation to cooperate with any such exchange following the Closing Date; (iii) Seller shall indemnify and hold Purchaser harmless from any and all liabilities, claims, losses or actions which Purchaser incurs or to which Purchaser may be exposed as a result of Purchaser's participation in the contemplated exchange; (iv) Purchaser shall not be required to take title to any property other than the Property; and (v) such exchange shall not in any way delay the Closing as contemplated hereby.
Sample 1

Related to Transfer to Qualified Intermediary

  • Notice to Qualified Institution A Responsible Person of the Indenture Trustee will notify the Qualified Institution maintaining the Bank Accounts (if not the Indenture Trustee) if an Event of Default has occurred and is continuing.

  • Initial Purchasers as Qualified Institutional Buyers Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that:

  • Acquisition for Own Account Purchaser is acquiring the Shares and the Conversion Shares for Purchaser's own account for investment only, and not with a view towards their distribution.

  • Investment for Own Account The Securities are being issued to Laurus for its own account for investment only, and not as a nominee or agent and not with a view towards or for resale in connection with their distribution.

  • Transfers to Non-QIB Institutional Accredited Investors The following provisions shall apply with respect to the registration of any proposed transfer of a Note to any Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons):

  • Insurance for Own Account Nothing in Section 4.06 shall limit or prohibit (a) Owner from maintaining the policies of insurance required under Annex B with higher limits than those specified in Annex B, or (b) Mortgagee from obtaining insurance for its own account (and any proceeds payable under such separate insurance shall be payable as provided in the policy relating thereto); provided, however, that no insurance may be obtained or maintained that would limit or otherwise adversely affect the coverage of any insurance required to be obtained or maintained by Owner pursuant to this Section 4.06 and Annex B.

  • Qualified Independent Underwriter The Company hereby confirms that at its request and pursuant to a letter agreement dated October 15, 2003 among the Company, Xxxxxxxx and the QIU, the terms of which are incorporated herein by reference, the QIU acted as "qualified independent underwriter" within the meaning of Rule 2720 of the Conduct Rules of the NASD in connection with the Public Offering. The Company will indemnify and hold harmless the QIU and each person who controls the QIU within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU's acting (or alleged failing to act) as such "qualified independent underwriter" and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, or liability results from the gross negligence or willful misconduct of the QIU or any misrepresentation or breach of warranty by the QIU under the terms of such letter agreement. As compensation for the services of the QIU hereunder, Xxxxxxxx agrees to pay the QIU $50,000 on the Closing Date and to reimburse the QIU for all reasonable expenses, including fees and disbursements of counsel, incurred by it as the QIU. The price at which the Shares will be sold to the public shall not be higher than the maximum price recommended by the QIU.

  • Institutional Accredited Investor It is and will be on the Closing Date (i) an institutional “accredited investor” as such term is defined in Rule 501(a) of Regulation D and as contemplated by subsections (1), (2), (3) and (7) of Rule 501(a) of Regulation D, and has no less than $5,000,000 in total assets, or (ii) a QIB.

  • Purchase Entirely for Own Account The Securities to be received by such Investor hereunder will be acquired for such Investor’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the 1933 Act, and such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the 1933 Act without prejudice, however, to such Investor’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Securities for any period of time. Such Investor is not a broker-dealer registered with the SEC under the 1934 Act or an entity engaged in a business that would require it to be so registered.

  • Purchase for Own Account for Investment Purchaser is purchasing the Shares for Purchaser’s own account for investment purposes only and not with a view to, or for sale in connection with, a distribution of the Shares within the meaning of the Securities Act. Purchaser has no present intention of selling or otherwise disposing of all or any portion of the Shares and no one other than Purchaser has any beneficial ownership of any of the Shares.

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