Agreement to Assign R.E. Contract by fvo54222

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									                             AGREEMENT OF EXCHANGE OF LIKE-KIND PROPERTY

         THIS AGREEMENT OF EXCHANGE OF LIKE-KIND PROPERTY (this "Agreement") is dated as of
___________________, _________ and is by and between ___________________________________,a ________________,
taxpayer identification number ________________ ("Exchangor"), and BANK OF ALBUQUERQUE, N.A., a national
banking association ("Exchange Intermediary").

                                                       R E C I T A L S:

                   A.       Exchangor owns an interest in the property or properties described in Exhibit A attached hereto
         (whether one or more, the "Exchange Properties") and wishes to exchange the Exchange Properties for one or more
         like-kind properties (whether one or more, the "Qualified Replacement Properties").

                  B.       Exchangor intends to enter into a tax-deferred exchange to exchange the Exchange Properties for
         Qualified Replacement Properties pursuant to Section 1031 of the Internal Revenue Code, as amended (the "Code")
         and the applicable Treasury Regulations promulgated under the Code contained in 26 CFR, Part 1 (the "Treasury
         Regulations").

                  C.       Exchange Intermediary intends to serve as a "qualified intermediary" as such term is defined in the
         Treasury Regulations and handle the exchange of the Exchange Properties for the Qualified Replacement Properties.

         NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree as follows:

                                                      ARTICLE I
                                                TERMS AND CONDITIONS

           1.1      Agreement to Assign and Reconvey. Exchangor agrees to sell its rights and interests in, but not its
liabilities and obligations with respect to, the Exchange Properties to Exchange Intermediary and Exchange Intermediary agrees
to acquire such interests in, but not such liabilities or obligations with respect to, the Exchange Properties from Exchangor and
to transfer and convey the Exchange Properties to a purchaser, all pursuant to the terms and conditions of this Agreement.

         1.2       Procedure for Exchange. To effect the exchange of the Exchange Properties for the Qualified Replacement
Properties in accordance with Treasury Regulation §1.103(k)-1(g)(4), the following procedures shall be followed:

                    A.       Exchangor has entered or will enter into a sales contract (whether one or more, “Sales Contracts”)
         providing for the sale of the Exchange Property. Exchangor assigns all of its rights and interests in, but not its
         liabilities and obligations with respect to, the Sales Contracts to Exchange Intermediary on the Exchange Conveyance
         Date (hereinafter defined). Exchangor shall give written notice of such assignment to all parties to any Sales Contract
         on or before the Exchange Conveyance Date.

                  B.       Exchangor shall transfer and convey title to the Exchange Property directly to a buyer (the date of
         such transfer and conveyance of title, herein called the "Exchange Conveyance Date") pursuant to the Sales Contract
         and this Agreement and such buyer shall pay directly to Exchange Intermediary the consideration therefor which
         would have otherwise been payable to Exchangor if such assignment set forth in Section 1.2A had not been made,
         which consideration shall be payable in cash (the "Cash Consideration") and, if otherwise specified in writing by
         Exchangor and consented to by Exchange Intermediary in its sole discretion, such other consideration so specified by
         Exchangor (the “Non-Cash Consideration”).

         1.3      Investment of Cash Purchase Price. Exchange Intermediary shall deposit the Cash Consideration received
in a segregated interest bearing account (the "Exchange Account") at BANK OF ALBUQUERQUE, N.A. or such other
investment if Exchangor gives Exchange Intermediary written instructions acceptable to Exchange Intermediary to invest the
Exchange Account Funds in an alternate investment or investments (whereupon the Exchange Intermediary shall invest the
Exchange Account Funds as so directed) and hold such Cash Consideration, any and all interest and other earnings thereon and
any other Non-Cash Consideration (collectively, the “Exchange Account Funds”) until such time as the Exchange Account
Funds are required to be disbursed hereunder.

        1.4      Qualified Replacement Properties.

                  A.        The closing under a contract for Qualified Replacement Properties (whether one or more, a "QRP
        Contract") shall occur not later than (such date herein called the "Replacement Date") the earlier of (i) 180 days from
        the Exchange Conveyance Date, or (ii) Exchangor's due date (including extensions) for its United States federal tax
        return for the taxable year in which the Exchange Conveyance Date occurs.

                 B.       Exchangor shall notify (the "ID Notice") Exchange Intermediary in writing on or before 45 days
        after the Exchange Conveyance Date (the "ID Date") designating any Qualified Replacement Properties that
        Exchangor intends to acquire. Exchangor shall ensure that the ID Notice (i) is in the form required by Treasury
        Regulation §1.1031(k)-1(c), (ii) specifically identifies the Qualified Replacement Properties in the manner prescribed
        in Treasury Regulation §1031(k)-1(c)(3), (iii) is signed by Exchangor, and (iv) is sent on or before the ID Date.

                   C.       Exchange Intermediary agrees to use its reasonable efforts to acquire Qualified Replacement
        Properties identified to it in an ID Notice and transfer such Qualified Replacement Properties to Exchangor pursuant to
        the written instruction of Exchangor, the terms of the QRP Contract and this Agreement, subject in all respects to the
        limitations of Sections 1.4(D) and (E) hereof. Exchangor shall enter into the QRP Contract and deliver a copy thereof
        to Exchange Intermediary together with written instructions detailing the manner in which such acquisition is to be
        closed. If the QRP Contract requires the payment of earnest money, Exchangor's written instructions to Exchange
        Intermediary shall direct Exchange Intermediary to pay such funds out of the Exchange Account Funds. In accordance
        with Treasury Regulation §1.1031(k)-1(g)(4), the exchange under Section 1031 of the Code shall be effected as
        follows: (1) on or before the date that the Qualified Replacement Properties are transferred (i) Exchangor shall assign
        its rights in the QRP Contract to Exchange Intermediary, and (ii) Exchangor shall notify in writing all parties to the
        QRP Contract of the assignment of the QRP Contract, and (2) title to the Qualified Replacement Property shall be
        transferred directly from the seller of the Qualified Replacement Property to Exchangor. Exchangor acknowledges
        and agrees that Exchange Intermediary shall not, at any time, hold title to the Qualified Replacement Property.

                 D.        In no event shall Exchange Intermediary be obligated to expend an aggregate amount to acquire
        Qualified Replacement Properties (included related expenses incurred) in excess of the Exchange Account Funds
        unless Exchangor has provided such excess funds to Exchange Intermediary. In no event shall Exchange Intermediary
        be required to assume any obligations under any QRP Contract.

                  E.         Exchange Intermediary shall not be obligated to enter into any agreement to acquire the Qualified
        Replacement Property, assume any loan or other debt secured by the Qualified Replacement Property or otherwise
        participate in any transaction which, in the opinion of legal counsel to Exchange Intermediary, would require
        Exchange Intermediary to engage in any fraudulent or unlawful action or otherwise subject Exchange Intermediary to
        potential liability.

                  F.         In the event of a default by a seller under a QRP Contract, Exchangor shall deliver written
        instructions to Exchange Intermediary as to what remedies or options Exchange Intermediary is to exercise under the
        QRP Contract, absent which instructions Exchange Intermediary shall have no duty to take any actions thereunder.
        Exchangor shall be entitled to a cash deposit satisfactory to it for its potential costs and expenses in following such
        written instructions of Exchangor and Exchangor agrees to reimburse Exchange Intermediary upon demand therefor
        for all costs and expenses, including, without limitation, reasonable attorneys' fees, incurred by Exchange Intermediary
        in complying with such written instructions; provided, however, that Exchange Intermediary shall not be obligated to
        take any action which, in the opinion of legal counsel to Exchange Intermediary, could subject Exchange Intermediary
        to potential liability.

         1.5     Disbursement of Exchange Account Funds.               Exchange Intermediary is hereby directed to make
disbursement of Exchange Account Funds only as follows:

                 A.       If Exchange Intermediary has acquired any Qualified Replacement Property or entered into a QRP
        Contract requiring the payment of earnest money or a similar deposit, upon written direction of Exchangor, Exchange
Intermediary shall disburse Exchange Account Funds in an amount sufficient to pay the purchase price or the earnest
money or similar deposit, as applicable, according to Exchangor's written instructions.

        B.        If no ID Notice has been given by Exchangor to Exchange Intermediary on or before the ID Date,
upon written direction of Exchangor, Exchange Intermediary shall disburse all remaining Exchange Account Funds to
Exchangor on the first day on which banks in Albuquerque are generally open for business (a "Business Day") after
the ID Date, subject, however, to the terms of this Agreement.

          C.       If Exchangor has given one or more ID Notices to Exchange Intermediary on or before the ID Date
and has received all Qualified Replacement Properties that are the subject of such ID Notices, upon written direction
of Exchangor, Exchange Intermediary shall disburse all remaining Exchange Account Funds, if any, to Exchangor on
the first Business Day after the last of such Qualified Replacement Properties was acquired, subject, however, to the
terms of this Agreement.

          D.       If not earlier distributed as required under Sections 1.4(A), (B), and (C) above, upon written
direction of Exchangor, Exchange Intermediary shall disburse all remaining Exchange Account Funds to Exchangor
on the first Business Day after the Replacement Date.

         E.        Exchangor shall have no rights to the Exchange Account Funds prior to the dates set forth above for
the circumstances therein described, including, without limitation, the right to receive, pledge, borrow or otherwise
obtain any benefit from, such Exchange Account Funds.

1.6      Tax Matters.

          A.       Exchangor represents and warrants that its taxpayer identification number set forth in the first
paragraph of this Agreement is true and correct and agrees to provide Exchange Intermediary with Form W-8, Form
W-9 or certification of foreign taxpayer exemption, as applicable, upon the execution of this Agreement. All payments
of income are subject to applicable withholding regulations under the Code. All interest and other earnings on or a
part of the Exchange Account Funds shall be taxable to Exchangor, and Exchangor acknowledges and agrees that
Exchange Intermediary will report to the Internal Revenue Service such interest and earnings as income of Exchangor.

          B.        Exchange Intermediary makes no representations or warranties regarding its qualifications as a
"qualified intermediary" under the Treasury Regulations or the adequacy of this Agreement under the Treasury
Regulations. Exchange Intermediary has not given any advice to Exchangor regarding the subject matter of this
Agreement, including, without limitation, any tax advice. Exchangor acknowledges that it independently has sought
the advice and judgment of, and has exclusively relied upon the advice and judgment of, its own tax advisor as to the
tax consequences of the transfers, conveyances and exchanges of the Exchanged Property and the Qualified
Replacement Property under the Sales Contracts, the QRP Contracts, the Code, the Treasury Regulations and this
Agreement. Exchange Intermediary shall have no responsibility for locating or negotiating for the acquisition of any
Qualified Replacement Property, and shall not be liable if (i) a Qualified Replacement Property is not acquired by the
Replacement Date, (ii) the Escrow Account Funds are inadequate to acquire a Qualified Replacement Property, or (iii)
any Qualified Replacement Property fails to qualify as like kind property under Section 1031 of the Code or the
transaction otherwise fails, for any reason, to afford Exchangor some or all of the benefits of Section 1031 of the Code,
unless the failure is caused solely by the gross negligence or willful misconduct of Exchange Intermediary.

          C.        This Agreement is intended to comply with Section 1031 of the Code and the Treasury Regulations
to effect a like-kind exchange. If any provision of this Agreement is inconsistent, or not in compliance with, or is
contrary to the purpose of Section 1031 of the Code and the Treasury Regulations, this Agreement shall be construed
and interpreted to the extent reasonably necessary to exclude or modify such provisions in order to satisfy the purposes
of this Agreement.
                                         ARTICLE II
                         PROVISIONS AS TO EXCHANGE INTERMEDIARY

2.1.     Limitation of Exchange Intermediary's Capacity.

          A.        This Agreement expressly and exclusively sets forth the duties of Exchange Intermediary with
respect to any and all matters pertinent hereto, and no implied duties or obligations shall be read into this Agreement
against Exchange Intermediary. This Agreement constitutes the entire agreement between the Exchange Intermediary
and Exchangor in connection with the subject matter of this Agreement, and no other agreement entered into between
the parties, or any of them, shall be considered as adopted or binding, in whole or in part, upon the Exchange
Intermediary notwithstanding that any such other agreement may be referred to herein or deposited with Exchange
Intermediary or the Exchange Intermediary may have knowledge thereof, and Exchange Intermediary's rights and
responsibilities shall be governed solely by this Agreement.

          B.        Exchange Intermediary acts hereunder as an intermediary only, and is not responsible or liable in
any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Agreement
or any part thereof, or for the form of execution thereof, or for the identity or authority of any person executing or
depositing such subject matter. Exchange Intermediary shall be under no duty to investigate or inquire as to the
validity or accuracy of any document, agreement, instruction or request furnished to it hereunder, including, without
limitation, the authority or the identity of any signer thereof, believed by it to be genuine and Exchange Intermediary
may rely and act upon, and shall not be liable for acting or not acting upon, any such document, agreement, instruction
or request. Exchange Intermediary shall in no way be responsible for notifying, nor shall it be its duty to notify, any
party hereto or any other party interested in this Agreement of any payment required or maturity occurring under this
Agreement or under the terms of any instrument deposited herewith.

2.2      Authority to Act.

         A.       Exchange Intermediary is hereby authorized and directed by the undersigned to deliver the subject
matter of this Agreement only in accordance with the provisions of Article I of this Agreement. Exchange
Intermediary is acting hereunder only as Exchanger's agent and Exchange Intermediary shall have no liability as a
principal with respect to any of the transactions contemplated hereby. However, for tax purposes Exchange
Intermediary shall not be deemed to be Exchanger's agent, as provided in Section 1.1031(k)-1(g)(4)(i) of the Treasury
Regulations.

         B.         Exchange Intermediary shall be protected in acting upon any written notice, request, waiver,
consent, certificate, receipt, authorization, power of attorney or other paper or document, including, without limitation,
the authority or the identity of any signer thereof, which Exchange Intermediary in good faith believes to be genuine
and what it purports to be, including, without limitation, items directing investment or non-investment of funds, items
requesting or authorizing release, disbursement or retainage of the subject matter of this Agreement and items
amending the terms of this Agreement.

         C.       Exchange Intermediary may consult with legal counsel at the joint and several cost and expense of
Exchangor in the event of any dispute or question as to the construction of any of the provisions hereof or its duties
hereunder, and it shall incur no liability and shall be fully protected in acting in accordance with the advice of such
counsel.

          D.       In the event of any disagreement between any of the parties to this Agreement, or between any of
them and any other person, resulting in adverse claims or demands being made in connection with the matters covered
by this Agreement, or in the event that Exchange Intermediary, in good faith, be in doubt as to what action it should
take hereunder, Exchange Intermediary may, at its option, refuse to comply with any claims or demands on it, or refuse
to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event,
Exchange Intermediary shall not be or become liable in any way or to any person for its failure or refusal to act, and
Exchange Intermediary shall be entitled to continue so to refrain from acting until (i) the rights of all interested parties
shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been
adjudged and all doubt resolved by agreement among all of the interested persons, and Exchange Intermediary shall
have been notified thereof in writing signed by all such persons. Notwithstanding the foregoing, Exchange
Intermediary may in its discretion obey the order, judgment, decree or levy of any court, whether with or without
jurisdiction, or of any agency of the United States or any political subdivision thereof, or of any agency of the State of
New Mexico or of any political subdivision thereof, and Exchange Intermediary is hereby authorized in its sole
discretion, to comply with and obey any such orders, judgments, decrees or levies. The right of Exchange
Intermediary under this sub-paragraph are cumulative of all other rights which it may have by law or otherwise.

         E.        In the event that any controversy should arise among the parties with respect to this Agreement, or
should the Exchange Intermediary resign and the parties fail to select another Exchange Intermediary to act in its stead,
the Exchange Intermediary shall have the right to institute a bill of interpleader in any court of competent jurisdiction
to determine the rights of the parties.

2.3      Compensation/Indemnification.

         A. Exchange Intermediary shall be entitled to reasonable compensation as well as reimbursement for its
reasonable costs and expenses incurred in connection with the performance by it of service under this Agreement
(including reasonable fees and expenses of Exchange Intermediary's legal counsel) and Exchangor agrees to so pay
Exchange Intermediary reasonable compensation and reimburse Exchange Intermediary for reasonable costs and
expenses. The parties hereto agree that fees shall be due and payable in the amount of $3,000.00. All such fees and
reasonable costs and expenses may be, from time to time in Exchange Intermediary's sole discretion, deducted from
the Exchange Account Funds.

           B.       Exchangor agrees to indemnify and hold Exchange Intermediary, its affiliates and their officers,
employees, successors, assigns, attorneys and agents (each an "Indemnified Party") harmless from all losses, costs,
claims, demands, expenses, damages, penalties and attorney's fees suffered or incurred by any Indemnified Party as a
result of anything which it may do or refrain from doing in connection with this Agreement or any litigation or cause of
action arising from or in conjunction with this Agreement or involving the subject matter hereof or Exchange Account
Funds or monies deposited hereunder or for any interest upon any such monies, including, without limitation, arising
out of the negligence of Exchange Intermediary; provided that the foregoing indemnification shall not extend to the
gross negligence or willful misconduct of Exchange Intermediary. This indemnity shall include, but not be limited to,
all costs incurred in conjunction with any interpleader which the Exchange Intermediary may enter into regarding this
Agreement.

2.4      Miscellaneous.

          A.       Exchange Intermediary shall make no disbursement, investment or other use of funds until and
unless it has collected funds. Exchange Intermediary shall not be liable for collection items until the proceeds of the
same in actual cash have been received or the Federal Reserve has given Exchange Intermediary credit for the funds.

         B.        Exchange Intermediary may resign at any time by giving written notice to the parties hereto,
whereupon the parties hereto will immediately appoint a successor intermediary. Until a successor intermediary has
been named and accepts its appointment or until another disposition of the subject matter of this Agreement has been
agreed upon by all parties hereto, Exchange Intermediary shall be discharged of all of its duties hereunder save to keep
the subject matter whole.

         C.        All representations, covenants, and indemnifications contained in this Article II shall survive the
termination of this Agreement.
                                                     ARTICLE III
                                                 GENERAL PROVISIONS

         3.1       Appointment/Acceptance. Exchangor hereby appoints BANK OF ALBUQUERQUE, N.A. as Exchange
Intermediary under this Agreement and BANK OF ALBUQUERQUE, N.A. hereby agrees to act as Exchange Intermediary
under the terms of this Agreement.

         3.2     Discharge of Exchange Intermediary. Upon the delivery of all of the subject matter or monies pursuant to
the terms of this Agreement, the duties of Exchange Intermediary shall terminate and Exchange Intermediary shall be
discharged from any further obligation hereunder.

         3.3      Instructions. Exchangor may act hereunder through an agent or attorney-in-fact, provided satisfactory
written evidence of authority is first furnished to any party relying on such authority.

         3.4      Notice. Any payment, notice, request for consent, report, or any other communication required or permitted
in this Agreement shall be in writing and shall be deemed to have been given when personally delivered to the party hereunder
specified or when placed in the United States mail, registered or certified, with return receipt requested, postage prepaid and
addressed as follows:

         If to Exchange Intermediary:

                  BANK OF ALBUQUERQUE, N.A.
                  Address
                  City, State Zip
                  Attn:

         If to Exchangor:

                  _______________________________
                  _______________________________
                  _______________________________
                  Attn:__________________________

         Any party may unilaterally designate a different address by giving notice of each such change in the manner specified
above to each other party. Notwithstanding the foregoing, no notice to the Exchange Intermediary shall be deemed given to or
received by the Exchange Intermediary unless actually delivered to an officer of the Exchange Intermediary having
responsibility under this Agreement.

         3.5      Governing Law. This Agreement is being made in and is intended to be construed according to the laws of
the State of New Mexico, without giving effect to the principles of conflict of laws. This Agreement shall inure to and be
binding upon the parties hereto and their respective successors, heirs and assigns; provided, however this Agreement may not be
assigned without the written consent of each party hereto.

         3.6      Construction. Words used in the singular number may include the plural and the plural may include the
singular. The section headings appearing in this instrument have been inserted for convenience only and shall be given no
substantive meaning or significance whatsoever in construing the terms and conditions of this Agreement.

         3.7       Amendment. The terms of this Agreement may be altered, amended, modified or revoked only by an
instrument in writing signed by the undersigned and Exchange Intermediary.

         3.8       Force Majeure. Exchange Intermediary shall not be liable to the undersigned for any loss or damage arising
out of any acts of God, strikes, equipment or transmission failure, war, terrorism, or any other act or circumstance beyond the
reasonable control of Exchange Intermediary.
         3.9      Written Agreement. This Agreement represents the final agreement between the parties, and may not be
contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral
agreements between the parties.

          3.10       Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed one
original, but all of which shall constitute one and the same instrument.

         EXECUTED as of the dates set forth below and effective and considered dated on the latest of the dates set forth
below.


                                                           EXCHANGOR:




Date:________________                                      By:
                                                           Name:
                                                           Title:



        BANK OF ALBUQUERQUE, N.A., Exchange Intermediary, hereby accepts its appointment as Exchange
Intermediary as described in this Agreement, subject to the terms and conditions set forth therein.


                                                           BANK OF ALBUQUERQUE, N.A.



Date:__________________                                    By:
                                                           Name: ______________________________________________
                                                           Title:
                                         ACKNOWLEDGMENT OF RECEIPT

         The undersigned hereby acknowledge receipt from and/or disbursement by BANK OF ALBUQUERQUE, N.A.,
Exchange Intermediary under the foregoing Agreement, of the subject matter of the Agreement as described in such Agreement;
the undersigned acknowledge a faithful and proper performance by said Exchange Intermediary of its duties under said
Agreement, and in consideration of such disbursement hereby release and discharge said Exchange Intermediary from all further
responsibility or liability as Exchange Intermediary under said Agreement.

         Executed this        day of        , 20 .

                                                           EXCHANGOR:




                                                           By:
                                                           Name:
                                                           Title:
   EXHIBIT A

Exchange Property

								
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