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<br />.. <br /> <br />.. <br /> <br />expanded acreage). In the event of such waiver, Buyer <br />shall have all the rights and responsibilities of a <br />member in good standing of LAWMA for all of 1996. <br /> <br />e. Seller will reserve six hundred and eighty two (682) <br />acres of corn base from the Prowers County Consolidated <br />Farm Service Agency. The balance of crop basis will <br />transfer to Buyer. This reservation will not affect the <br />consumptive use yield of The Water Rights nor will it <br />affect Buyer's ability to dry-up any part of The Land. <br /> <br />f. <br /> <br />The purchase price does not <br />property, propane/butane tanks, <br />tanks located on the property. <br /> <br />include any personal <br />or anhydrous ammonia <br /> <br />g. <br /> <br />The purchase price shall not <br />retain all of his interest <br />currently owned by Seller. <br /> <br />include and Seller shall <br />in any Railroad leases <br /> <br />2. Exchanqe. <br /> <br />The parties acknowledge that Seller desires to acquire <br />like-kind property in exchange for The Land and The Water <br />Rights which Exchange Property has not yet been completely <br />identified. Buyer agrees to cooperate with Seller in its <br />attempt to effectuate a Section 1031 Tax-Free Exchange so long <br />as such cooperation does not require Buyer to incur additional <br />expenses or delay. Seller indemnifies and holds Buyer <br />harmless from any claims, costs, or liability whatsoever that <br />may occur in such an Exchange. Seller shall be solely liable <br />for all details of acquisition, title, closing and conveyance <br />for any exchange property. Buyer is willing to either pay <br />the purchase price for The Land and The Water Rights directly <br />to the Seller, or is willing to pay the purchase price to <br />Seller's designated exchange escrow agent in a manner which <br />will assist Seller in consummating an exchange under Section <br />1031 of the Internal Revenue Code of 1986 as generally <br />described in Exhibit E which is attached hereto and <br />incorporated herein by reference, <br /> <br />3. Seller shall pay the, amount of any unpaid real and personal <br />property taxes allocable to The Land for tax years prior to <br />the year of closing and the amount of any unpaid special <br />assessments assessed against The Land prior to the Closing <br />Date. If Seller fails to pay the entire amount of such taxes <br />and assessments by such date, the Purchase Price shall be <br />decreased by the unpaid amount of such taxes and assessments <br />and the amount of any interest and penalties due in connection <br />with such failure to pay. <br /> <br />5 <br />