- 3 -
the sale and performance of certain work on RPDS. The closing
took place November 4, 1988, and on that date petitioner and Ms.
St. Laurent transfered RPDS to the Labbes for $1,880,000. As
part of the closing, the sale agreement was amended (amendment)
to provide procedures by which an exchange of properties would be
effected. The amendment provided in pertinent part:
In lieu of the terms of sale described above in this
Agreement, the Sellers may, at their exclusive option,
designate one or more properties (the "Exchange
Property") to be acquired by Buyer and exchanged with
the Sellers for the Property to be transferred
hereunder in a manner intended to qualify as a tax free
exchange of properties under Section 1031 of the United
States Internal Revenue Code of 1986, as amended (the
"Exchange"). Buyer makes no representation that the
Exchange will qualify under Section 1031 of the U.S.
Internal Revenue Code of 1986, as amended. Buyer
agrees to cooperate with the Sellers in the purchase of
the Exchange Property designated by the Sellers,
including negotiation for the purchase of the Exchange
Property; to execute, but not otherwise prepare,
contracts, documents and instruments as requested in
writing by the Sellers; to purchase the Exchange
Property designated by the Sellers; and to execute all
other documents necessary to consummate the Exchange as
reasonably requested in writing by the * * * Sellers.
Buyer shall have no obligation to find or select the
Exchange Property; shall not be responsible for the
negotiation of the terms of such acquisition or the
preparation of the documents containing such terms;
shall not be responsible for the failure of such
purchase of the Exchange Property to be fully closed or
settled; shall not be required to advance any funds on
behalf of the Exchange prior to the settlement
hereunder; and shall not be required to advance any
funds above the purchase price of the Property and
other sums otherwise payable by Purchaser hereunder for
the Property, as a result of any such Exchange. The
Exchange shall be accomplished by any of the following
methods, at the sole option of the Sellers:
* * * * * * *
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 Next
Last modified: May 25, 2011