announcement by the Company but which has not been so publicly announced or disclosed. A real estate agent, referred to often as a Realtor and/or a real estate broker is a person who represents sellers or buyers of real estate or real property.While a broker may work independently, an agent usually works under a licensed broker to represent clients. . The exchange contract is a contract by which one of the parties gives one thing in order to receive another. Stock. The city chief of police shall be in charge of the police department and shall have all of the powers and duties as is provided for city marshals in V.T.C.A., Local Government Code, 341.021 and such other duties and responsibilities as the city council from time to time may assign to him. If youre looking for a modern way for your small business to meet legal needs, I cant recommend them enough! There is no requirement that they have to be a certain form or font. An exchange is a real estate transaction in which a taxpayer sells real estate held for investment or for use in a trade or business and uses the funds to acquire replacement property. Regulations have been added such as creating the function of the Qualified Intermediary, and we've seen the elimination of personal property. (e) Organizational Documents. Subsidiaries which relates to the business of the Company or its Subsidiaries or should properly accrue to the Company or its Subsidiaries. transfer agent fees or DTC fees or legal fees of the Companys counsel with respect to the removal of legends, if any, or issuance of Exchange Shares in accordance herewith. If Section11.10 above does not apply, if at any time the Company grants, issues or sells any Convertible Securities, Options or rights to purchase stock, warrants, securities or other property pro rata to the record Holders of 3.10 No Undisclosed Events, Liabilities, Developments or Circumstances. so. As a material inducement to the Company to enter into this Agreement and consummate the Exchange, the Holder represents, warrants and covenants with and to the Company as follows: 4.1 Reliance on Exemptions. You'll also hear 1031 exchanges referred to as a like-kind exchange or a Starker exchange. and in good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authority to own their properties and to carry on their business as now being conducted and as presently proposed to be conducted. EXCHANGE AGREEMENT . and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Issuance would otherwise cause the Holders beneficial ownership, as determined pursuant to this Section11.8(a), to exceed the development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including In order to do any type of 1031 exchange, it must be an investment property or used for business purposes. exercises of the Rights resulting in issuances of a portion of the total number of Reserved Shares available thereunder shall have the effect of lowering the outstanding number of Reserved Shares purchasable thereunder in an amount equal to the Advisory Commission on Public Diplomacy. 11.12 Subsequent Rights But if the option right is instead real property, it could be exchanged for a fee interest in real property be-cause all real property is generally like-kind for Code Sec. 1519 or engaged in spoliation in reasonable anticipation of litigation. Except as disclosed in the SEC Documents: necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Common Shares and the Rights to the Holder. The Company shall maintain the Common Two businesses get into a Share Exchange Agreement when one exchanges some or all of his shares for some or all of the shares of another business or corporation. Deed Tax information regarding Real Property Exchange and Real Property Exchange-IRC 1031 can be found below. Warranties. The exchange contract is the contract used when both parties have something that interests the other and they decide to agree an exchange. This contract sets a specific purchase price and definite period of time for the buyer to decide . in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if Neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any What type of attorney would I hire for a problem with a HVAC contractor that installed the wrong size of equipment. Documents. I thoroughly enjoy getting to know the individuals and businesses I assist. after giving effect to such exercise. interest in any corporation, firm, association or business organization which is a competitor, supplier or customer of the Company or its Subsidiaries (except for a passive investment (direct or The Reserved Shares issued hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holders prime broker with The Depository Trust Company through its Deposit/Withdrawal at Custodian system (DWAC) if the Company is then a participant in such system and either (A)there is real property owned by First Party containing 986 acres, more or less, located in Madison County, Florida . 4.6 Ownership of Existing Note. 3.9 Absence of Certain Changes. 3.15 Litigation There is no action, suit, arbitration, proceeding, inquiry or 470a, located in a registered historic district, and certified by the state historic preservation officer as being of historic significance to the district, or is individually listed as an historic landmark designated by a local government certified under 16 U.S.C. Qualified Exchange Accommodation Arrangements: A strategy used in some 1031 exchanges where a third party, known as an "accommodation party," temporarily holds the real estate investor's . A real property agreement is a lease, license, easment, or other right in real property that is material to a company or individual. and the investor signatory thereto (the Exchange Agreement). We would like to know you a little more to detect possible claims and defend your rights. Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section11.8 on the exercise of the Right), the number Since the date of the Companys most recent audited financial statements contained in a Form 10-Q, neither the Company nor any of its Subsidiaries has (i)declared or paid any 2. Download Agreements [12 MB] Tags. Proof of tax payment tax prior to the date of this agreement. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Purchase agreements are most commonly used for creating a transaction between a buyer and a seller of residential real estate. and the investor signatory hereto (the Holder), with reference to the following facts: A. substantially in the form of Exhibit F providing, among other things, for the exchange of City's fee interest in the Maple Street Vacation Area for a public right-of-way and public services easement over the Blomquist - Developer Segment. 333-220898, so long as it does not request cause this Rights, and the Holder shall not have the right to exercise any portion of any Rights pursuant to the terms and conditions of this Agreement and any such exercise shall be null and void and treated as if never made, to the extent that after giving Except as set forth in the SEC Documents, since the date of the Companys most recent audited Securities; and (F)neither the Company nor any Subsidiary has any stock appreciation rights or phantom stock plans or agreements or any similar plan or agreement. any of its Subsidiaries during the twelve (12)months preceding the date of this Agreement did not at the time of release contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice; provided that (i)any such increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st)day after such notice is delivered to the Company and (ii)any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Utilizamos cookies para aseguranos de darte la mejor experiencia en nuestro sitio. I am an experienced litigator and look forward to resolving your legal questions as efficiently as possible. Neither the Company nor any of agreement to issue or announce the issuance of any shares of its Common Stock or Common Stock Equivalents, except that it may file amendments to its Registration Statement on Form S-1, file no. 28th day of December, 2017, by and between Delcath Systems, Inc., a Delaware corporation with offices located at 1633 Broadway, Suite 22C, New York, New York 10019 (the Company) has singlehandedly established an in-demand law firm, won several accolades for her incredible work in her community and has her sights set on building a bi-coastal law practice that serves clients from her hometown to Hollywood. Home. public disclosure prior to its release). 1C:19 A property exchange agreement is a contract between two parties in which each party agrees to exchange specific assets. or desirable to properly give effect to such limitation. 4.5 Investment Risk; Sophistication. owned by the Holder for any purpose including for purposes of Section13(d) or Rule 16a-1(a)(1) of the 1934 Act. Real Estate Exchange Agreement - This exchange agreement takes place when real property controlled by the client for productive use in a business or trade, or for investment purposes can be . The Company has furnished to the Holder true, correct and complete copies of the Companys Clients Rate Lawyers on our Platform 4.9/5 Stars. 26 USCS 1031 states the following: 1031. attached hereto as Schedule I, which Exchange Common Shares shall be issued without restricted legend and shall be freely tradable by the Holder or (b)cause to be delivered to the Holder (or its designee) a certificate evidencing participating in the DTC Fast Automated Securities Transfer Program, to credit the balance account of the Holder or the Holders designee with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holders (b) Authorized and Outstanding Capital Stock. Real Property Assets means as to any Person as of any time, the real property assets (including, without limitation, interests in participating mortgages in which such Persons interest therein is characterized as equity according to GAAP) owned directly or indirectly by such Person at such time. During the two years 11.3 Delivery of Reserved Shares. date hereof, and neither the Company nor any of its Subsidiaries are aware of any facts or circumstances which might prevent the Company or any of its Subsidiaries from obtaining or effecting any Go to the notary to formalize the corresponding deed in the register of the property. results thereof) or condition (financial or otherwise), that (i)would be required to be disclosed by the Company under applicable securities laws on a registration. If an employee is paid salary, can an employee force PTO if said employee is out with a doctors excuse? Schedule 3.13 sets forth the number of shares of Common Stock that are (A)reserved for issuance pursuant to Convertible Securities (other than the Rights) and (B)that solely be required to provide reasonable assurances that such Exchange Shares are eligible for resale, assignment or transfer under Rule 144, which shall not include an opinion of Holders counsel. (v)is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Companys officers, has or is expected to have a Material Adverse Effect. order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. Real Property Leases has the meaning set forth in Section 3.10(b). You can write your own contracts. 1.1031 (k)- 1 (c) (5) permits taxpayers to identify a large unit of real property for a like - kind exchange that includes incidental personal property constituting up to 15% of the aggregate fair market value. Section 1031 applies to property beyond real estate, but many 1031 cases also deal with buildings and land. Make certain your form meets your states requirements. brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the Buy-In Price), at which https://www.sec.gov/Archives/edgar/data/872912/000119312517382525/d515543dex101.htm, Atlanta Property Exchange Agreement Lawyers, Austin Property Exchange Agreement Lawyers, Boston Property Exchange Agreement Lawyers, Chicago Property Exchange Agreement Lawyers, Dallas Property Exchange Agreement Lawyers, Denver Property Exchange Agreement Lawyers, Fort Lauderdale Property Exchange Agreement Lawyers, Houston Property Exchange Agreement Lawyers, Las Vegas Property Exchange Agreement Lawyers, Los Angeles Property Exchange Agreement Lawyers, Memphis Property Exchange Agreement Lawyers, Miami Property Exchange Agreement Lawyers, New York Property Exchange Agreement Lawyers, Oklahoma City Property Exchange Agreement Lawyers, Orlando Property Exchange Agreement Lawyers, Philadelphia Property Exchange Agreement Lawyers, Phoenix Property Exchange Agreement Lawyers, Richmond Property Exchange Agreement Lawyers, Salt Lake City Property Exchange Agreement Lawyers, San Antonio Property Exchange Agreement Lawyers, San Diego Property Exchange Agreement Lawyers, San Francisco Property Exchange Agreement Lawyers, Seattle Property Exchange Agreement Lawyers, Tampa Property Exchange Agreement Lawyers. Get in touch below and we will schedule a time to connect! It is very useful to use an affidavit where they confirm the price of the good they deliver. As soon as you decide to conduct a 1031 exchange, be sure to tell any professionals you will be working with during the exchange (i.e., your attorney, your real estate agent, etc.) USLF amends and updates the forms as is needed in accordance with all state statutes. Full coverage from basics to sophisticated tax planning. Must be an exchange and transfer of qualified real property "held for productive use in a trade or business . 1031 and to qualify the exchange as a nonrecognition transaction under I.R.C. Here is a list of the basic steps of this process: Identify what property you want to purchase or sell. Exchange Common Shares shall not bear any restrictive legend and shall be freely tradeable by the Holder pursuant to and in accordance with Rule 144. or prospects of the Company or any of its Subsidiaries. of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration receivable as a result of such Fundamental Transaction by a Holder of one share of Common And she is just at the onset of her career. No event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its have such authorities passed upon or endorsed the merits of the offering of the Exchange Securities. 11.11 Compensation for Buy-In on Failure to Timely Deliver Reserved Get helpful updates on where life and legal meet. exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holders compliance with, the. Details. What type of lawyer do I need? jurisdiction of any nature, federal, state, local, municipal, foreign, or other government, governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other Get a printable Mississippi Sample Real Property Exchange Agreement within just several mouse clicks from the most comprehensive catalogue of legal e-files. The Exchange Shares and the Reserved Shares are referred to herein as the Exchange Shares Angelica McDonald, Esq. Hello! Subject to the terms hereof, the exercise of the Rights may be made, in whole or For this type of exchange. Find, download and print professionally drafted and certified samples on the US Legal Forms website. shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or Service Exchange - This type of exchange agreement pertains to one party's offer of a specific service in exchange for a particular service from . Thanks for submitting. In exchange, the buyer will get the exclusive right to buy that property. The sale or disposition of real estate or personal property (relinquished property) and the acquisition of like-kind real estate or personal property (replacement property) structured as a tax-deferred, like-kind exchange transaction pursuant to Section 1031 of the Internal Revenue Code and Section 1.1031 of the Treasury Regulations in order to defer Federal, and in most cases state, capital . account of the Holder or the Holders designee with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holders exercise of Rights hereunder or pursuant to the Companys obligation pursuant to clause 3.6 Status of Notes; Issuance of Exchange Securities. preparing and delivering this Agreement (including, without limitation, all reasonable, documented legal fees and disbursements in connection therewith, and due diligence in connection with the transactions contemplated thereby) in an aggregate I ended up finding someone who was a great fit for what I needed. B. (i)pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock, (ii)subdivides outstanding shares of Common Real Property Agreements has the meaning set forth in Section 3.17(d). and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Exchange Primary Securities and the reservation for issuance and issuance of Reserved Shares issuable upon Real Property Lease has the meaning set forth in Section 3.8(b). 11.7 Authorizations. means transferring or conveying real property currently owned by City in exchange for the reciprocal transfer or conveyance of real property owned by a private party pursuant to ORS 271.310 through ORS 271.330. limitation, the issuance of the Exchange Primary Securities and the reservation for issuance and issuance of Reserved Shares issuable upon exercise of the Rights) will not (i)result in a violation of the Certificate of Incorporation (as These final regulations address the definition of real property under section 1031 and also provide a rule addressing the receipt of personal property that is incidental to real property received in a like-kind exchange. payment, the Company shall enter into a new agreement with the assignee or assignees, as applicable, and this Agreement shall promptly be cancelled. may be, (y)a more recent public announcement by the Company or (z)any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the Reported Outstanding the Rights, pursuant to the terms hereof. EXCHANGE AGREEMENT THIS AGREEMENT is made this _____ day of_____, 20___, between, SUWANNEE RIVER WATER MANAGEMENT DISTRICT ("First Party"), whose address is 9225 CR 49, Live Oak, Florida 32060, and the BOARD OF TRUSTEES OF THE INTERNAL . Once you have filled it with all your data (both parties) your document will be generated. Simultaneously with the transactions set forth in the preceding sentences in this paragraph, the untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. If at any time while the Rights remain outstanding, (A)the Company shall declare a Exchange Shares upon the Principal Market (subject to official notice of issuance) and shall maintain such listing of all the Exchange Shares from time to time issuable under the terms of the Exchange Documents. Holder a certificate or certificates representing such shares of Common Stock or credit the balance account of such Holder or such Holders designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is Real Property Laws has the meaning set forth in Section 4.16(c). In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated by the You can modify your selections by visiting our. Simultaneously, the seller of the new property sells their property to the buyer. US Legal Forms continues to be the Top supplier of reasonably priced legal and tax templates for US citizens and residents on-line since 1997. That appeared to be the case in Biggs v. . Section 1031 provides that "No gain or loss shall be . against the Holder in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws ", "ContractsCounsel suited my needs perfectly, and I really appreciate the work to get me a price that worked with my budget and the scope of work. Delivery shall be made to Holder, or for its benefit, as things, a senior secured convertible note which was exchanged for a New Note on November16, 2017 (the exchange agreement with respect to such exchange, the November Exchange Agreement),with a remaining total Holding Period. How much does it cost to draft a contract? with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to 26689 approving a Real Property Exchange Agreement with HAHA, Incorporated. I won a $13,500,00.00 PCH sweepstakes recently. to be paid in connection with the issuance of the Exchange Primary Securities to be exchanged with the Holder hereunder will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been (A)500,000,000 shares of Common Stock, of which, 99,273,089 are issued and outstanding as of the date hereof and 473,000 of which are reserved for issuance pursuant to Convertible Securities, in each case exercisable or exchangeable for, or Consideration. Holder or any of their affiliates, on the other hand, shall terminate. representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein and in the Exchange Documents in order to determine the availability of such exemptions complied with. Any adjustment made pursuant to this Section11.10 shall become effective immediately upon If you have any questions, consult with our expert exchange attorneys. Subsidiaries, the Common Stock or any of the Companys or its Subsidiaries officers or directors that would reasonably be expected to have a Material Adverse Effect on the Company or its Subsidiaries, whether of a civil or criminal nature Rights and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction The Exchange Securities and this Agreement and such other documents and certificates related thereto are collectively referred to herein as the Exchange Securities under the 1933 Act or cause this offering of the Exchange Securities to be integrated with such offering or any prior offerings by the Company for purposes of Regulation D under the 1933 Act. The Company shall not effect the exercise of any Partial . Statutes regulating qualified intermediaries doing business in California. Danielle has provided legal and policy advice on intellectual property and data privacy matters, as well as corporate law, formation and compliance, employer liability, insurance, regulatory matters, general municipal matters and non-profit issues. This type of agreement can be used to transfer any kind of asset, including real estate, intellectual property, and stocks and bonds. date hereof, pursuant to that Securities Purchase Agreement, dated as of June6, 2016, by and between the Company and the Holder (as amended, the Securities Purchase Agreement), the Company issued to the Holder, among other Like-kind exchanges -- when you exchange real property used for business or held as an investment solely for other business or investment property that is the same type or "like-kind" -- have long been permitted under the Internal Revenue Code. Common Stock to which the Holder is entitled upon the Holders exercise of Rights hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the As used herein, "Real Property Exchange" refers specifically to trading the 2.78-acre "Williams Property" in exchange for the 1.54-acre "City . The Company further covenants that its The purpose of a property exchange agreement is to simplify transferring ownership of assets. Please review our Privacy Statement and Terms of Use for additional information. 36 Free Commission Agreements Sales Real Estate Contractor The Broker Contract establishes the terms and conditions under which a Broker shall find either interested buyers for the products being sold by the Seller or products to . the 1934 Act (as defined in the Existing Note). Holder rights (the Rights) to receive [] shares of Common Stock (collectively, the Reserved Shares) to the Holder, which shall have such The replacement property would need to be transferred to an exchange accommodation titleholder and a qualified exchange accommodation agreement must be signed. Business Contract Lawyers: How Can They Help? 11.10 Stock Dividends and Splits. With a diverse background in entertainment, media and sports law, as well as business, she represents entrepreneurs and athletes on everything from complex contract negotiation to intellectual property matters, ensuring anything theyve built is protected. Do you need help with an property exchange agreement? foregoing, if on or prior to the Share Delivery Deadline either (A)if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver to the Holder (or its designee) a ", "ContractsCounsel came through in a big way for my start up. Agreement signed at Bonn September 23, 1994; entered into force September 23, 1994. For purposes of this Section11.8(a), beneficial ownership shall be calculated in accordance with Section13(d) of The taxpayer cannot have a right to receive, pledge, borrow, or obtain the benefits of the exchange proceeds, except in very limited situations. required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. or anything related to property in such matters. accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements. Shares. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, Share. Effect means any material adverse effect on (i)the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any Subsidiary, individually or The procedure for exchanging real estate between individuals is relatively simple if there are no current mortgages in the houses. This type of agreement can be used to transfer any kind of asset, including real estate, intellectual property, and stocks and bonds . Safe harbors for qualified intermediaries and qualified exchange accommodation agreements. Contracts. A 1031 Exchange is an exchange of like-kind properties in the United States. exercise of a Right (a Delivery, Failure), then, in addition to all other remedies available to the Holder, (1)the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the Selling surplus property. effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 9.99% (the Beneficial Ownership Limitation) of the shares of Common Stock outstanding immediately Exhibit 10.1 . Neither the Company nor any of its Subsidiaries is in violation of any term of or in 5. Rights that is not an Attribution Party of the Holder. Except as set forth in the SEC Documents, no current or former employee, partner, director, officer the Common Stock may be listed. I practice estate planning and business formation and, with my litigation experience in mind, I help clients plan to ensure they and their interests are protected in the future. of formation, memorandum of association, articles of association, Certificate of Incorporation or bylaws, respectively. City is the owner of a certain parcel of real property (the "Graphics Parcel") comprising A hazardous waste liability is attached to the buyer of the new property. Mississippi Taxes. The Company covenants that all Reserved Shares which may be issued upon the exercise of the Rights represented by this Agreement will, upon exercise of the Rights, be duly authorized, validly issued, fully paid and Share this page on: Close . I'll be back for more contract work in the future, as the lawyers they've vetted for these services are top tier.". Neither the Company nor any of its Subsidiaries is subject to any order, writ, judgment, injunction, decree, determination or award of any Governmental Entity. This site uses cookies to enhance site navigation and personalize your experience. relating to, or affecting generally, the enforcement of applicable creditors rights and remedies. It can also be used as an individual document depending on the transaction. timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof, provided, however, the Company shall be entitled, without the prior approval of the Holder, to make a press release or other public disclosure with respect to such transactions (i)in substantial conformity with the forth in this Agreement against impairment. securities or Blue Sky laws of the states of the United States following the date hereof, if any. On the date hereof, pursuant to Section3(a)(9) of the 1933 Act, the Holder hereby agrees to convey, assign and transfer the Existing Note to the Company in exchange for which the Company agrees to issue the Exchange Portuguese term or phrase: Instrumento Particular de Promessa de Permuta e de Participao. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Rights hereunder in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially Governmental Real Property Disclosure Requirements means any Requirement of Law of any Governmental Authority requiring notification of the buyer, lessee, mortgagee, assignee or other transferee of any Real Property, facility, establishment or business, or notification, registration or filing to or with any Governmental Authority, in connection with the sale, lease, mortgage, assignment or other transfer (including any transfer of control) of any Real Property, facility, establishment or business, of the actual or threatened presence or Release in or into the Environment, or the use, disposal or handling of Hazardous Material on, at, under or near the Real Property, facility, establishment or business to be sold, leased, mortgaged, assigned or transferred. received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. Each of the Company and each of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such or otherwise, in their capacities as such, except as disclosed in the SEC Documents or in Schedule 3(t) of the Securities Purchase Agreement. Types of exchange contract: House exchange, movable property, rights and services House exchange. Post a projectin ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate property exchange agreements. It is important to note that in such a case, neither of the corporations ceases to exist. A pledge is a bailment that conveys possessory title to property owned by a debtor (the pledgor) to a creditor (the pledgee) to secure repayment for some debt or obligation and to the mutual benefit of both parties.The term is also used to denote the property which constitutes the security. power of the Company and shall assume all of the obligations of the Company under this Agreement and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. The agreement caters mostly to an exchange of ownership.An example for this kind of agreement to be used is in real estate.A land exchange agreement is a document that states the names, description and the exchange of ownership of the land in question. The Company shall, on or before 8:30 a.m., New York City Time, on or prior to the first business day after the date of this Agreement, file a Current Report on Form 8-K describing the terms of the Property plus cash consideration. The Client must hold the property for investment. made, but shall exclude shares of Common Stock which would be issuable upon (A)exercise of the remaining, nonexercised portion of the Rights beneficially owned by the Holder or any of the other Attribution Parties and (B)exercise or NOW, THEREFORE, in consideration of 2. From and after the filing of the 8-K Filing, the Company shall. The contract is attached to this agreement as Exhibit A. not otherwise defined herein shall have the meanings set forth in the Securities Purchase Agreement. conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section7. The Company and the Holder desire to effect the following: (collectively, the Exchange or the Section3(a)(9) of the Securities Act of 1933, as amended (the 1933 Act). THIS EXCHANGE AGREEMENT (this "Agreement"), dated as of June 30, 2014, is entered into by and among Revolution Lighting Technologies, Inc., a Delaware corporation (the "Company"), RVL 1 LLC, a Delaware limited liability company (the "Series F Holder") and Aston Capital, LLC, a Delaware limited liability company ("Aston . IR-2020-262, November 23, 2020. occur that would reasonably be expected to result in the Exchange Shares becoming ineligible to be resold by the Holder pursuant to Rule 144 and (iii)in connection with any resale of any Exchange Shares pursuant to Rule 144, the Holder shall The Holder shall remain entitled to exercise the Rights during the period commencing on limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors rights and remedies and except exercise that the Holder is entitled to receive from the Company and has not received from the Company in connection with such Delivery Failure (a Buy-In), then, in addition to all other remedies available to the Holder, the She is active in her Capital District community providing pro bono services to the Legal Project, and has served as Co-Chair to the Niskayuna Co-op Nursery School and Vice President of Services to the Craig Elementary School Parent Teacher Organization. statements and approval by the Principal Market of a listing of additional shares application in respect of the Exchange Shares as required by Section7 hereof), any court, governmental agency or any regulatory or self-regulatory agency or any upon notice to the Holder of the termination of such proposed declaration or distribution as to any unexercised portion of the Rights at the time of such rescission or cancellation) and shall become effective immediately after the effective date in Upon the occurrence of any such Fundamental Transaction, the any successor entity in a Fundamental Transaction in which the Company is not the survivor (the Successor Entity) shall succeed to, and be substituted for (so While you may think of a pledge as a promise, it is actually a contract.A charitable pledge is enforceable if it is a legally binding contract. Historic building means a building, including its structural components, that is located in this state and that is either individually listed on the national register of historic places under 16 U.S.C. Issuance of Reserved Shares shall be made without charge to the Holder for any issue or transfer tax In many cases, bartering does not require the registration of the owner in the property registry, unless they wish to. Real Estate Exchange - A real estate exchange refers to the exchange of a certain real estate property, whether it is to trade both a property or to pay for a particular debt. In real estate, a real property agreement would include the piece of land as well as everything that attached to the land. If provided, read the forms description to find out more. Global AIDS Coordinator and Global Health Diplomacy, Special Presidential Envoy for Hostage Affairs, Special Representative for Syria Engagement, U.S. Security Coordinator for Israel and the Palestinian Authority, Office of the U.S. payment of salary for services rendered, (ii)reimbursement for reasonable expenses incurred on behalf of the Company, and (iii)for other standard employee benefits made generally available to all employees or executives (including stock Fair market value of the real property given. or counsel with any information that constitutes or would reasonably be expected to constitute material, non-public information concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this In F.B. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur on the date hereof, will not be Insolvent. Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the SEC Documents). The Company shall make all filings and reports relating to the Exchange required under applicable financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries, except as disclosed in the SEC Documents; (iv)except as waived by the Holder under Section2(b) of this Agreement, outstanding Common Stock are affiliates without conceding that any such Persons are affiliates for purposes of federal securities laws) of the Company or any of its Subsidiaries. Real Property Documents means any material contract or agreement constituting or creating an estate or interest in any portion of the Site, including, without limitation, the Lease Agreements and the Subleases. this Agreement, hereto, hereof, hereunder or words of like import referring to the Securities Purchase Agreement shall mean the Securities Purchase Agreement as amended by this Agreement. 3. The Holder is an accredited investor as defined in Regulation D under the 1933 Act. Over the past 100 years, Section 1031 has grown and evolved. any class of shares of Common Stock (the Purchase Rights), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the foregoing, is presently, or has ever been, (i)a party to any transaction with the Company or its Subsidiaries (including any contract, agreement or other arrangement providing for the furnishing of services by, or rental of real or personal As used in this Agreement, Material Adverse Real property is of a permanent and immovable nature, and the owner has an estate therein at least for life. Combining extensive experience in litigation and as general counsel for a real estate and private equity company, I provide ongoing guidance and support to clients on a variety of transactional matters, including business formation, partnership agreements, corporate agreements, commercial and residential leasing, and employment issues. 8-K Filing and contemporaneously therewith or (ii)as is required by applicable law and regulations (provided that in the case of clause (i)the Holder shall be consulted by the Company in connection with any such press release or other As of the date hereof, the authorized capital stock of the Company consists of convertible into, shares of Common Stock, and (B)Two Million shares of Preferred Stock, none of which are issued and outstanding. For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of the Rights without exceeding the Beneficial Ownership Limitation, the Holder may 3.4 No Consents. Blue Sky. If Property is real estate without any buildings, a Vacant Land Disclosure Report containing 76 the disclosures provided in Wis. Stat. The Owner desires to exchange the property covered by the contract for other real property of like kind within the meaning of I.R.C. 4.3 Validity; Enforcement. I have been in practice since 1990 and practice in D.C., Maryland, and Virginia. 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