OTHERWISE
PROHIBIT THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
SECTION 8.04
EXECUTION AND DELIVERY OF THE CLOSING DOCUMENTS. SELLERS
SHALL HAVE EXECUTED, ACKNOWLEDGED AND DELIVERED, AS APPROPRIATE, TO BUYER ALL
CLOSING DOCUMENTS DESCRIBED IN SECTION 10.04.
SECTION 8.05
CONSENTS AND PREFERENTIAL RIGHTS TO PURCHASE. SUBJECT TO
SECTION 3.07 AND 3.08, ALL APPROPRIATE CONSENTS HAVE BEEN OBTAINED AND
PREFERENTIAL RIGHTS TO PURCHASE HAVE BEEN EITHER EXERCISED BY THE PREFERENTIAL
RIGHT HOLDER OR THE TIME PERIOD FOR ELECTION TO PURCHASE HAS ELAPSED.
ARTICLE IX
TAX MATTERS
SECTION 9.01
TRANSFER TAXES. ALL SALES, USE OR OTHER TAXES (OTHER THAN
TAXES ON GROSS INCOME, NET INCOME OR GROSS RECEIPTS) AND DUTIES, LEVIES,
RECORDING FEES OR OTHER GOVERNMENTAL CHARGES INCURRED BY OR IMPOSED WITH RESPECT
TO THE PROPERTY TRANSFERS UNDERTAKEN PURSUANT TO THIS AGREEMENT SHALL BE THE
RESPONSIBILITY OF, AND SHALL BE PAID BY, BUYER.
SECTION 9.02
AD VALOREM AND SIMILAR TAXES. AD VALOREM, PROPERTY,
SEVERANCE AND SIMILAR TAXES AND ASSESSMENTS BASED UPON OR MEASURED BY THE VALUE
OF THE ASSETS SHALL BE DIVIDED OR PRORATED BETWEEN SELLERS AND BUYER AS OF THE
EFFECTIVE TIME. SELLERS SHALL RETAIN RESPONSIBILITY FOR SUCH TAXES ATTRIBUTABLE
TO THE PERIOD OF TIME PRIOR TO THE EFFECTIVE TIME AND BUYER SHALL ASSUME
RESPONSIBILITY FOR THE PERIOD OF TIME FROM AND AFTER THE EFFECTIVE TIME.
SECTION 9.03
TAX DEFERRED EXCHANGE. EITHER OR BOTH BUYER AND/OR
SELLERS MAY, AT OR BEFORE THE CLOSING, ELECT TO AFFECT A TAX-DEFERRED EXCHANGE
OF THE ASSETS FOR OTHER QUALIFYING PROPERTIES (HEREINAFTER COLLECTIVELY CALLED
THE "EXCHANGE PROPERTY") IN ACCORDANCE WITH THE FOLLOWING:
(A)
IN THE EVENT SELLERS MAKE SUCH AN ELECTION PRIOR TO THE CLOSING,
SELLERS MAY ELECT, BY NOTICE TO BUYER DELIVERED ON OR BEFORE THE CLOSING DATE,
TO HAVE THE PURCHASE PRICE PAID TO A QUALIFIED INTERMEDIARY UNTIL SELLERS HAVE
DESIGNATED THE EXCHANGE PROPERTY. THE EXCHANGE PROPERTY SHALL BE DESIGNATED BY
SELLERS AND ACQUIRED BY THE QUALIFIED INTERMEDIARY WITHIN THE TIME PERIODS
PRESCRIBED IN SECTION 1031(A)(3) OF THE INTERNAL REVENUE CODE, AND SHALL
THEREUPON BE CONVEYED TO SELLERS. IN THE EVENT SELLERS FAIL TO DESIGNATE AND THE
QUALIFIED INTERMEDIARY FAILS TO ACQUIRE THE EXCHANGE PROPERTY WITHIN SUCH TIME
PERIODS, THE AGENCY OR TRUST SHALL TERMINATE AND THE PROCEEDS THEN HELD BY THE
QUALIFIED INTERMEDIARY SHALL BE PAID IMMEDIATELY TO SELLERS.
(B)
IN THE EVENT BUYER MAKES SUCH AN ELECTION PRIOR TO THE CLOSING,
BUYER MAY ELECT, BY NOTICE TO SELLERS DELIVERED ON OR BEFORE THE CLOSING DATE,
TO HAVE THE ASSETS CONVEYED TO A QUALIFIED INTERMEDIARY OR AN EXCHANGE
17
ACCOMMODATION TITLEHOLDER (AS THAT TERM IS DEFINED IN REV. PROC. 2000-37 ISSUED
EFFECTIVE SEPTEMBER 15, 2000).
(C)
THE RIGHTS AND RESPONSIBILITIES OF SELLERS, BUYER AND THE
QUALIFIED INTERMEDIARY OR EXCHANGE ACCOMMODATION TITLEHOLDER SHALL BE DOCUMENTED
WITH SUCH AGREEMENTS CONTAINING SUCH TERMS AND PROVISIONS AS SHALL BE REASONABLY
DETERMINED BY SELLERS AND BUYER TO BE NECESSARY TO ACCOMPLISH A TAX DEFERRED
EXCHANGE UNDER SECTION 1031 OF THE INTERNAL REVENUE CODE, SUBJECT, HOWEVER, TO
THE LIMITATIONS ON COSTS AND LIABILITIES OF BUYER AND SELLERS