Property and Replacement Property; QI Assignment
5
2.1.1.
At any time prior to the expiration of the Parking Period, Exchangor shall have
the right to purchase the Replacement Property from EAT for the Purchase Price
(as defined in Section hereof).
Exchangor shall exercise its option to
purchase the Replacement Property from EAT by giving written notice thereof to
EAT, provided that the closing date shall be within the Parking Period. The
transfer of ownership of the Replacement Property shall be accomplished either
by a deed to Exchangor or, at Exchangor's option, by an assignment of the sole
membership interest in EAT (provided that EAT is a single member limited
liability company) to Exchangor.
Exchangor's obligation to accept title to the
Replacement Property at such closing shall be as provided in Section 2.4
hereof.
Exchangor acknowledges that the transfer of the Replacement Property to
Exchangor should occur only after the transfer of the Relinquished Property to
the Transferees.
2.1.2.
Exchangor shall assign to QI Exchangor's rights under this QEAA to acquire the
Replacement Property pursuant to a form of QI Assignment described in Treas.
Reg. § 1.1031(k)-1(g)(4)(v).
The QI Assignment shall provide for EAT to deliver
title to and ownership of the Replacement Property (either by a deed or by the
assignment of the sole membership interest in EAT) directly to Exchangor without
the need for QI to take title thereto.
EAT will provide a written
acknowledgement of receiving notice of the QI Assignment.
2.1.3.
Exchangor shall also assign to QI Exchangor's rights (but not its obligations)
under the Relinquished Property Transfer Agreement to sell the Relinquished
Property to the Transferees pursuant to a form of QI Assignment described in
Treas. Reg. § 1.1031(k)-1(g)(4)(v).
The QI Assignment shall provide for
Exchangor to deliver title to and ownership of the Relinquished Property
directly to such Transferees without the need for QI to take title thereto.
In
addition, Exchangor shall obtain such Transferee's written acknowledgment of the
notice of such assignment.
2.1.4.
Exchangor shall direct QI to use the Exchange Proceeds to acquire the
Replacement Property from EAT for an amount equal to the Purchase Price, as
provided in Section 2.2, and shall supply to QI any additional funds needed to
make such purchase, in excess of the funds and credits described in Section
2.2.2.
2.1.5.
Upon receipt of the Purchase Price from QI, and consistent with the QI
Assignment, EAT shall deliver to QI or, upon the direction of QI, to Exchangor a
conveyance of title to the Replacement Property ("Replacement Property Deed"),
or in the alternative, the sole member of EAT shall deliver its one hundred
percent membership interest in EAT ("Assignment of Membership Interest") to
Exchangor, using the form of assignment attached hereto as Exhibit "E."
2.1.6.
At Exchangor's request, EAT shall assign to Exchangor (without representation,
covenant, warranty or variance) all representations, warranties and covenants
from the Seller pertaining to the Replacement Property which have been obtained
by EAT and all of EAT's rights and obligations (which Exchangor