Common use of 1031 Exchange Clause in Contracts

1031 Exchange. Upon the request of a party hereto (the “Requesting Party”), the other party (the “Cooperating Party”) shall cooperate with the Requesting Party in Closing the sale of the Property in accordance with this Agreement so as to qualify such transaction as an exchange of like-kind property pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (a “1031 Exchange”), including, without limitation, agreeing that the Requesting Party’s rights under this Agreement with respect to all or any portion of the real property subject to this Agreement may be assigned to one or more qualified intermediaries or exchange accommodation titleholders for the purpose of effectuating one or more 1031 Exchanges; provided, however, the Cooperating Party shall not be required to take title to any exchange property, the Cooperating Party will not be required to agree to or assume any covenant, obligation or liability in connection therewith, the Closing hereunder shall not be delayed as a result of, or conditioned upon, such 1031 Exchange, the Requesting Party shall pay all costs associated with such 1031 Exchange (including, without limitation, any more than de minimis costs incurred by Cooperating Party), the Cooperating Party shall reasonably cooperate to the full extent required by the Requesting Party (provided that if the 1031 Exchange documents require the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate any of the other terms of this Section 19) then the Requesting Party shall pay all costs and expenses of the Cooperating Party to review and execute such document(s) in excess of a simple consent), and the Requesting Party shall remain primarily liable under this Agreement and indemnify the Cooperating Party from any liability in connection with such 1031 Exchange.

1031 Exchange. Upon Seller reserves the request right, at or prior to Closing, to assign its rights under this Agreement with respect to all or a portion of the Purchase Price, and that portion of the Assets associated therewith ("1031 Assets"), to a Qualified Intermediary ("QI") (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) to accomplish this Transaction, in whole or in part, in a manner that will comply with the requirements of a party hereto (the “Requesting Party”), the other party (the “Cooperating Party”) shall cooperate with the Requesting Party in Closing the sale of the Property in accordance with this Agreement so as to qualify such transaction as an exchange of like-kind property exchange ("Like-Kind Exchange") pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (a “1031 Exchange”"Code"). Buyer reserves the right, includingat or prior to Closing, without limitation, agreeing that the Requesting Party’s to assign its rights under this Agreement and all or a portion of the Assets ("1031 Assets") to a QI. If Seller or Buyer so elects, Seller or Buyer may assign its rights under this Agreement to the applicable 1031 Assets to the QI. Each Party hereby (i) consents to the other Party's assignment of its rights in this Agreement with respect to the applicable 1031 Assets, and (ii) if such an assignment is made by Seller, Buyer agrees to pay all or any a portion of the real property subject Purchase Price into the qualified trust account at Closing as directed in writing by Seller. Each Party agrees to take all actions reasonably required of it, including, but not limited to, executing and delivering documents, to permit the other Party to effect the exchange described in this Section. The Parties acknowledge and agree that a whole or partial assignment of this Agreement may be assigned to one or more qualified intermediaries or exchange accommodation titleholders for the purpose of effectuating one or more 1031 Exchanges; provided, however, the Cooperating Party a QI shall not release either Party from any of its respective liabilities and obligations to the other Party or expand any liabilities or obligations of the other Party under this Agreement. Neither Party represents to the other that any particular tax treatment will be required given to take title to any exchange property, the Cooperating other Party will not be required to agree to or assume any covenant, obligation or liability in connection therewith, the Closing hereunder shall not be delayed as a result of, or conditioned upon, such 1031 of the Like-Kind Exchange, the Requesting . Neither Party shall be obligated to pay all any additional costs associated with or incur any additional obligations under this Agreement if such 1031 Exchange (including, without limitation, any more than de minimis costs incurred by Cooperating Party), are the Cooperating Party shall reasonably cooperate to the full extent required by the Requesting Party (provided that if the 1031 Exchange documents require the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate any result of the other terms of this Section 19) then the Requesting Party's Like-Kind Exchange, and each Party shall pay all costs and expenses of the Cooperating Party to review and execute such document(s) in excess of a simple consent), and the Requesting Party shall remain primarily liable under this Agreement hold harmless and indemnify the Cooperating other Party from any liability in connection with and against all claims, losses and liabilities (including reasonable attorneys' fees, court costs and related expenses), if any, resulting from such 1031 a Like-Kind Exchange.

1031 Exchange. Upon Seller and Xxxxx acknowledge that the request of a electing party hereto (the “Requesting Party”), the other party (the “Cooperating Party”) shall cooperate with the Requesting Party in Closing may elect to effect the sale and purchase of the Property in accordance with this Agreement so as to qualify such transaction Premises as an exchange of like-kind property pursuant to Section 1031 of the Internal Revenue Code Code, providing the electing party utilizes the services of 1986, as amended (a “qualified intermediary” as defined in the Treasury Regulation ‘1.103.(k)-(g)(4)(iii) (“intermediary”) to effectuate such Section 1031 Exchange”), including, without limitation, agreeing exchange and will cooperate in the accomplishment of that purpose provided only that (i) the Requesting Party’s rights under this Agreement with respect to all or any portion of the real property subject to this Agreement may be assigned to one or more qualified intermediaries or exchange accommodation titleholders for the purpose of effectuating one or more 1031 Exchanges; provided, however, the Cooperating Party other party shall not be required to take be vested in title to any parcel other than the Property, (ii) the other party shall incur no liability or expense beyond those inherent in an acquisition of the Premises for a cash payment nor be delayed in the Closing, (iii) the electing party shall have given the other party notice of its intentions to close this transaction as an exchange propertynot less than five (5) days prior to the Closing; such notice shall be given by either certified mail, postage prepaid, return receipt requested, facsimile or overnight delivery by a nationally recognized service. The electing party may assign this Agreement to an Intermediary without the other parties consent for purposes of effectuating a 1031 exchange. Notwithstanding an assignment to or substitution of the Intermediary to act in place of the electing party, the Cooperating Party will not be required electing party agrees to agree to or assume any covenantunconditionally guarantee the full and timely performance by the intermediary of the representations, obligation or liability warranties, obligations and undertakings of the Intermediary regarding a Section 1031 exchange, and in connection therewiththe event of a breach, the Closing hereunder shall not be delayed other party may proceed directly against the electing party without the need to join the Intermediary. The other party agrees to execute such documents as are reasonably necessary or appropriate and to otherwise cooperate with the electing party to effectuate a result ofSection 1031 exchange, or conditioned upon, and the electing party of such Section 1031 Exchange, the Requesting Party shall pay all costs associated with exchange except insofar as such 1031 Exchange (including, without limitation, any more than de minimis costs incurred by Cooperating Party), the Cooperating Party shall reasonably cooperate liability is attributable to the full extent required by the Requesting Party (provided that if the 1031 Exchange documents require the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate any failure of the other terms of this Section 19) then the Requesting Party shall pay all costs and expenses of the Cooperating Party party to review and execute such document(s) in excess of a simple consent), and the Requesting Party shall remain primarily liable under this Agreement and indemnify the Cooperating Party from any liability in connection with such 1031 Exchangeperform as required hereunder.

1031 Exchange. Upon Seller and Purchaser shall each have the right to structure the transaction contemplated by this Contract so that it qualifies under the exchange provisions of Section 1031 of the Code, as amended. At the request of a either party hereto (the “Requesting Party”), the other party (the “Cooperating Party”) shall cooperate with the Requesting Party in Closing the sale of the Property in accordance with this Agreement so as to qualify such transaction as an effectuating a tax-deferred exchange of like-kind property pursuant to under Section 1031 of the Internal Revenue Code of 1986, as amended (a “1031 Exchange”), including, without limitation, agreeing that the Requesting Party’s rights under this Agreement with respect to all or any portion of the real property subject to this Agreement may be assigned to one or more qualified intermediaries or exchange accommodation titleholders for the purpose of effectuating one or more 1031 Exchangesand related regulations; provided, however, that the Closing shall not be delayed and Cooperating Party shall not be required to take title to any exchange property, the Cooperating Party will not be required to agree to or assume any covenant, obligation incur no greater expense or liability in connection therewith, with the Closing hereunder shall not be delayed as a result of, or conditioned upon, transactions contemplated under this Contract than such 1031 Exchange, the Requesting Cooperating Party shall pay all costs associated with such 1031 Exchange (including, would have incurred without limitation, any more than de minimis costs incurred by Cooperating Party), the said exchange. The Cooperating Party shall execute all documents reasonably cooperate to the full extent required requested by the Requesting Party or any Qualified Intermediary as that term is defined by Internal Revenue Service Regulations and related authority, to effectuate said exchange (provided that if the 1031 Exchange documents require the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate any of the other terms of this Section 19) then including the Requesting Party shall pay all costs Party's assignment of its rights and expenses of obligations under this Contract to the Cooperating Party to review and execute Qualified Intermediary, provided such document(s) in excess of a simple consent), and the Requesting Party shall remain primarily liable under this Agreement Contract), provided that such documents are in a form reasonably satisfactory to the Cooperating Party, and indemnify further provided that the form of said documents are delivered to the Cooperating Party from for review not less than five (5) days prior to the Closing Date. The Cooperating Party shall take all further actions reasonably necessary to effectuate said exchange; provided, however, that the Cooperating Party shall not be obligated to: (a) sign an promissory note or [deed of trust/mortgage] or any other document that might impose liability on the Cooperating Party or (b) acquire title to any exchange property; and provided further, however, that (x) such Requesting Party’s ability or inability to so structure and qualify the transaction contemplated by this Contract shall not impair such Requesting Party’s obligations hereunder or be a condition precedent to Closing and (y) such Requesting Party shall indemnify the other party with respect to any costs incurred in connection with such 1031 Exchangecooperation, except such minimal cost of its attorneys and other advisors as may be required in connection with the review of any documents which relate to the proposed exchange transaction.

1031 Exchange. Upon the request of a party Party hereto (the “"Requesting Party”"), the other party Party (the “"Cooperating Party”") shall cooperate with the Requesting Party in Closing the sale of the Property in accordance with this Agreement so as to qualify such transaction as an exchange of likeeffecting one or more tax-deferred like kind property pursuant to exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended (a “1031 Exchange”), including, without limitation, agreeing that the Requesting Party’s rights under this Agreement with respect to all or any portion of the real property subject to this Agreement may be assigned to one or more qualified intermediaries or exchange accommodation titleholders for the purpose of effectuating one or more 1031 Exchanges; provided, however, the Cooperating Party shall not be required to take title to any exchange property, the Cooperating Party will not be required to agree to or assume any covenant, obligation or liability in connection therewithwith the transaction contemplated by this Agreement, including the Closing hereunder shall not be delayed as a result of, or conditioned upon, such 1031 Exchangeexecution of escrow instructions and other documents therefor; provided that, the Requesting Party shall will pay any and all additional fees, costs associated or expenses connected with such 1031 Exchange exchange. Requesting Party may assign its rights in, and delegate its duties under, this Agreement (including, without limitation, any more than de minimis costs incurred by Cooperating Partyin part or in whole), as well as transfer its interest in the Cooperating Property, to an exchange intermediary, and Requesting Party shall reasonably cooperate may add such intermediary as an additional party to the full extent required by the Requesting Party (escrow; provided that if the 1031 Exchange documents require the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate any of the other terms of this Section 19) then the Requesting Party shall pay all costs and expenses of the Cooperating Party to review and execute such document(s) in excess of a simple consent)that, and the Requesting Party shall remain primarily liable under this Agreement Agreement, such assignment, delegation or transfer shall not delay Closing, and indemnify the Cooperating Party from incurs no additional expense as a result thereof. Without limiting the foregoing, Cooperating Party shall not by this Agreement or acquiescence to any liability exchange requested by Requesting Party have Cooperating Party's rights under this Agreement modified or diminished in any manner or be responsible for compliance with or be deemed to have warranted to Requesting Party that any such exchange in fact complies with Section 1031 of the Code. Cooperating Party shall have the right to review and approve any documents to be executed by Cooperating Party in connection with any such 1031 Exchangeexchange requested by Requesting Party; provided, however, such approval shall not be unreasonably withheld, conditioned or delayed. Cooperating Party shall have no obligation to execute any documents or to undertake any action by which Cooperating Party would or might incur any liability or obligation not otherwise provided for in the other provisions of this Agreement or to take title to any additional property. Neither the conveyance of title to the Property to Requesting Party's designated intermediary, or qualified exchange accommodation title holder (if applicable), nor any exchange shall amend or modify the representations, warranties and covenants of Requesting Party to Cooperating Party under this Agreement or the survival thereof pursuant to this Agreement in any respect, nor shall any such conveyance or exchange result in a release of Requesting Party with respect to such representations, warranties and/or covenants. Requesting Party hereby agrees to indemnify, defend, and hold Cooperating Party harmless from and against any and all losses, damages, injuries, liabilities, claims, costs or expenses (including, but not limited to, reasonable attorneys' fees) arising from any such exchange requested by Requesting Party (other than what would have been applicable under this Agreement without such exchange), which indemnification agreement shall expressly survive the Closing and not be merged therein. Requesting Party will be relying solely upon the advice and counsel of professionals of the Requesting Party's choice in structuring, executing and consummating any such exchange.

1031 Exchange. Upon the request of a Purchaser and Seller understand that either party hereto (the “Requesting Exchanging Party”) may designate any individual property in connection with an exchange pursuant to the provisions of Internal Revenue Code Section 1031 (a “Like Kind Exchange”). In the event an Exchanging Party desires to structure the sale as a Like Kind Exchange, the other party (the “Cooperating Non-Exchanging Party”) shall cooperate with the Requesting Exchanging Party in Closing the sale of the Property in accordance and with this Agreement so as any lender/accommodator to qualify such transaction as an exchange of likeachieve a successful Like-kind property pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (a “1031 Kind Exchange”), including, without limitation, agreeing that the Requesting Party’s rights under this Agreement with respect to all or any portion of the real property subject to this Agreement may be assigned to one or more qualified intermediaries or exchange accommodation titleholders for the purpose of effectuating one or more 1031 Exchanges; provided, however, that the Cooperating Non-Exchanging Party shall not have any obligation to incur any costs, expenses or liabilities in connection with any such Like-Kind Exchange (and all such costs shall be borne entirely by the Exchanging Party). The Exchanging Party shall indemnify Non-Exchanging Party from and against all loss, costs and expense incurred by reason of said exchange. This transaction is not contingent upon, and the Closing shall not be delayed as a result of, the success or failure of any such Like-Kind Exchange. The Non-Exchanging Party shall not be required to take title to other property involved in any such exchange property, the Cooperating Party will not be required or to agree to or assume incur any covenant, obligation expenses or liability in connection therewithwith any such Like-Kind Exchange. Subject to this Section 12.18, the Closing hereunder Non-Exchanging Party agrees to execute any and all commercially reasonable documents and instruments reasonably necessary to effectuate such a Like-Kind Exchange; provided, however, that no such documents shall not be delayed as a result of, release or conditioned upon, such 1031 Exchange, relieve the Requesting Exchanging Party shall pay all costs associated with such 1031 Exchange (including, without limitation, of any more than de minimis costs incurred by Cooperating Party), the Cooperating Party shall reasonably cooperate to the full extent required by the Requesting Party (provided that if the 1031 Exchange documents require the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate of its obligations under this Agreement or any of the Transaction Documents. Neither party makes any warranty whatsoever to the other terms of this Section 19) then with respect to the Requesting Party shall pay all costs and expenses qualification of the Cooperating Party to review and execute such document(s) in excess transaction for tax deferred exchange treatment under Section 1031 of a simple consent)the Code, and neither party shall have any responsibility obligation or liability with respect to the Requesting Party shall remain primarily liable under this Agreement and indemnify tax consequences to the Cooperating Party from any liability in connection with such 1031 Exchangeother.

1031 Exchange. Upon Purchaser and Seller acknowledge and agree that, as part of this transaction, either of them may engage in a deferred or reverse exchange of like-kind property (an “Exchange”) utilizing a qualified intermediary or an exchange accommodation titleholder pursuant to Section 1031 of the request of Code and the Treasury Regulations, promulgated thereunder or (for a reverse Exchange) IRS Rev. Proc. 2000-37, as amended. Notwithstanding any provision herein to the contrary, in the event either party hereto (the an “Requesting Electing Party”)) elects to engage in a deferred or reverse like-kind exchange, the other party (the “Cooperating Consenting Party”) shall cooperate with agrees to consent to the Requesting Party in Closing the sale assignment of the Property in accordance with this Agreement so as to qualify such transaction as an exchange of like-kind property pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (a “1031 Exchange”), including, without limitation, agreeing that the Requesting Electing Party’s rights under this Agreement with respect to all or any portion of the real property subject to this Agreement may be assigned to one or more a qualified intermediaries intermediary or exchange accommodation titleholders titleholder in order to facilitate such deferred or reverse like-kind exchange. The Consenting Party agrees to execute any and all documents as may be necessary to consummate the purposes of this Section 37. Any actions taken by Purchaser and Seller in conformance with this Section 37 shall be at the cost of the Electing Party (except for minor legal fees incurred by the purpose Consenting Party for review of effectuating one Exchange-related documents). No action permitted under this Section 37, including without limitation any assignment of rights under this Agreement, shall relieve the Electing Party of any of its obligations or more 1031 Exchanges; providedliabilities under this Agreement, howeverwhether occurring before, at or after the Cooperating Closing Date. In connection with any Exchange, it is agreed that (i) the Consenting Party shall not be required to take title to any exchange property, the Cooperating Party will not be required to agree to or assume any covenant, obligation or liability in connection therewith, responsibility for the Closing hereunder shall not be delayed as a result of, or conditioned upon, such 1031 Exchange, tax consequences to the Requesting Electing Party arising out of an Exchange and (ii) the Electing Party shall pay indemnify and hold the Consenting Party harmless from and against any and all costs associated with such 1031 loss, cost, damage, expense or other liability that the Consenting Party may incur or suffer in the performance of its obligations under this Section 37 or otherwise arising out of an Exchange (including, without limitation, any more than de minimis costs incurred by Cooperating Party), the Cooperating Party shall reasonably cooperate to the full extent required effected by the Requesting Party (provided that if the 1031 Exchange documents require the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate any of the other terms of this Section 19) then the Requesting Party shall pay all costs and expenses of the Cooperating Party to review and execute such document(s) in excess of a simple consent), and the Requesting Party shall remain primarily liable under this Agreement and indemnify the Cooperating Party from any liability in connection with such 1031 ExchangeElecting Party.

1031 Exchange. Upon the request of a Buyer and Seller acknowledge that either party hereto (the “Requesting Party”), the other party (the “Cooperating Party”) shall cooperate with the Requesting Party in Closing the sale of the Property in accordance with may wish to structure this Agreement so as to qualify such transaction as an a tax deferred exchange of like-kind property pursuant to within the meaning of Section 1031 of the Internal Revenue Code of 1986Code. Each party agrees to reasonably cooperate with the other party to effect such an exchange; provided, as amended however, that: (a “1031 Exchange”)i) the cooperating party shall not be required to acquire or take title to any exchange property; (ii) the cooperating party shall not be required to incur any expense (excluding attorneys' fees) or liability whatsoever in connection with the exchange, including, without limitation, agreeing that any obligation for the Requesting Party’s rights payment of any escrow, title, brokerage or other costs incurred with respect to the exchange; (iii) no substitution of the effectuating party shall release said party from any of its obligations, warranties or representations set forth in this Agreement or from liability for any prior or subsequent default under this Agreement with respect to all by the effectuating party, its successors, or any portion assigns, which obligations shall continue as the obligations of a principal and not of a surety or guarantor; (iv) the effectuating party shall give the cooperating party at least five (5) business days prior notice of the real property subject proposed changes required to this Agreement may effect such exchange and the identity of any party to be assigned to one or more qualified intermediaries or exchange accommodation titleholders substituted in the escrow; (v) the effectuating party shall be responsible for the purpose of effectuating one or more 1031 Exchanges; providedpreparing all additional agreements, howeverdocuments and escrow instructions (collectively, the Cooperating Party shall not be required to take title to any exchange property, the Cooperating Party will not be required to agree to or assume any covenant, obligation or liability in connection therewith, the Closing hereunder shall not be delayed as a result of, or conditioned upon, such 1031 Exchange, the Requesting Party shall pay all costs associated with such 1031 "Exchange (including, without limitation, any more than de minimis costs incurred by Cooperating Party), the Cooperating Party shall reasonably cooperate to the full extent Documents") required by the Requesting Party exchange, at its sole cost and expense; and (provided that if vi) the 1031 effectuating party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and other considerations relating to the proposed exchange, the Exchange documents require Documents and the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate any of the other terms of this Section 19) then the Requesting Party shall pay all costs and expenses of the Cooperating Party to review and execute such document(s) in excess of a simple consent)transactions contemplated thereby, and the Requesting Party cooperating party shall remain primarily liable under this Agreement and indemnify in no event be responsible for, or in any way be deemed to warrant or represent any tax or other consequences of the Cooperating Party from any liability in connection with such 1031 Exchangeexchange transaction arising by reason of the cooperating party's performance of the acts required hereby.

1031 Exchange. Upon Seller reserves the request right, at or prior to Closing, to assign its rights under this Agreement with respect to all or a portion of the Purchase Price, and that portion of the Assets associated therewith ("1031 Assets"), to a Qualified Intermediary ("QI") (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) to accomplish this Transaction, in whole or in part, in a manner that will comply with the requirements of a party hereto (the “Requesting Party”), the other party (the “Cooperating Party”) shall cooperate with the Requesting Party in Closing the sale of the Property in accordance with this Agreement so as to qualify such transaction as an exchange of like-kind property exchange ("Like-Kind Exchange") pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (a “1031 Exchange”"Code"). If Seller so elects, including, without limitation, agreeing that the Requesting Party’s Seller may assign its rights under this Agreement to the 1031 Assets to the QI. Buyer hereby (i) consents to Seller's assignment of its rights in this Agreement with respect to the 1031 Assets, and (ii) if such an assignment is made, agrees to pay all or any a portion of the real property subject to Purchase Price into the qualified trust account at Closing as directed in writing by Seller, provided that Seller shall pay or reimburse Buyer for any and all reasonable administrative or other costs incurred by Buyer as a result of such consent or agreement. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement may to a QI shall not release either Party from any of its respective liabilities and obligations to each other or expand any such respective liabilities or obligations under this Agreement. Neither Party represents to the other that any particular tax treatment will be assigned given to one or more qualified intermediaries or exchange accommodation titleholders for either Party as a result of the purpose of effectuating one or more 1031 Exchanges; provided, however, Like-Kind Exchange. The Party not participating in the Cooperating Party Like-Kind Exchange shall not be required obligated to take title to pay any exchange property, additional costs or incur any additional obligations in its sale of the Cooperating Party will not be required to agree to or assume any covenant, obligation or liability in connection therewith, Assets if such costs are the Closing hereunder shall not be delayed as a result of, or conditioned upon, such 1031 Exchange, the Requesting Party shall pay all costs associated with such 1031 Exchange (including, without limitation, any more than de minimis costs incurred by Cooperating Party), the Cooperating Party shall reasonably cooperate to the full extent required by the Requesting Party (provided that if the 1031 Exchange documents require the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate any of the other terms of this Section 19) then the Requesting Party shall pay all costs and expenses of the Cooperating Party to review and execute such document(s) in excess of a simple consent)Party's Like-Kind Exchange, and the Requesting Party participating in the Like-Kind Exchange shall remain primarily liable under this Agreement hold harmless and indemnify the Cooperating other Party from any liability in connection with and against all claims, losses and liabilities, if any, resulting from such 1031 a Like-Kind Exchange.

1031 Exchange. Upon Purchaser and Seller acknowledge that either party may wish to structure the request of a party hereto (the “Requesting Party”), the other party (the “Cooperating Party”) shall cooperate with the Requesting Party transaction contemplated in Closing the sale of the Property in accordance with this Agreement so as to qualify such transaction as an a tax-deferred exchange of like-kind property pursuant to within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended (a “1031 Exchange”). Each party agrees to reasonably cooperate with the other to effect any such Exchange, including, without limitation, agreeing that the Requesting Party’s rights under this Agreement with respect to all or any portion of the real property subject to this Agreement may be assigned to one or more qualified intermediaries or exchange accommodation titleholders for the purpose of effectuating one or more 1031 Exchanges; provided, however, that (i) the Cooperating Party cooperating party shall not be required to acquire or take title to any exchange property, (ii) the Cooperating Party will cooperating party shall not be required to agree to or assume incur any covenantexpense, obligation including attorneys’ fees, or liability whatsoever in connection therewithwith any such exchanges, the Closing hereunder shall not be delayed as a result of, or conditioned upon, such 1031 Exchange, the Requesting Party shall pay all costs associated with such 1031 Exchange (including, without limitation, any more than de minimis obligation for the payment of any escrow, title, brokerage, or other costs incurred by Cooperating Party), the Cooperating Party shall reasonably cooperate with respect to the full extent required by Exchange, (iii) no substitution of the Requesting Party (provided effectuating party shall release that if the 1031 Exchange documents require the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate party from any of the other terms obligations, warranties, or representations set forth in this Agreement or from liability for any prior or subsequent default under this Agreement by the effectuating party, its successors, or assigns, which obligations shall continue as the obligations of this Section 19a principal and not of a surety or guarantor, (iv) then the Requesting Party effectuating party shall pay all costs and expenses give the cooperating party at least five (5) business days prior notice of the Cooperating Party proposed changes required to review effect such Exchange and execute the identity of any party to be substituted in the escrow, (v) the effectuating party shall be responsible for preparing all additional agreements, documents, and escrow instructions (collectively, the “Exchange Documents”) required by any such document(sExchange, at its sole cost and expense, and (vi) in excess of a simple consent)the effectuating party shall be responsible for making all determinations as to the legal sufficiency, tax considerations, and other considerations relating to the proposed Exchange, the Exchange Documents, and the Requesting Party transactions contemplated thereby, and the cooperating party shall remain primarily liable under this Agreement and indemnify in no event be responsible for, or in any way be deemed to warrant or represent any tax or other consequences of the Cooperating Party from any liability in connection with such 1031 Exchangeexchange transaction arising by reason of the cooperating party’s performance of the acts required hereby.

1031 Exchange. Upon the request of a Each party hereto (the “Requesting Party”)agrees to reasonably cooperate, but at no cost or expense to such party, with the other party (the “Cooperating Exchanging Party”) shall cooperate with and any escrow holder or exchange facilitator selected by the Requesting Exchanging Party in Closing the sale of the Property in accordance with this Agreement so as to qualify such transaction as an effecting a qualifying exchange of like-kind property pursuant to or exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended (a “1031 Exchange”), including, without limitation, agreeing that undertaken by the Requesting Party’s rights under this Agreement Exchanging Party with respect to all the Property, either through assignment of this Agreement by the Exchanging Party to a qualified intermediary or through other means determined by the Exchanging Party, and the non-Exchanging Party shall execute such documents as may be reasonably requested by the Exchanging Party provided that such documents shall not increase the non-Exchanging Party’s obligations over those otherwise contained in this Contract. Neither party makes any portion representation regarding qualification of any exchange under Section 1031 of the real property subject Internal Revenue Code and shall not be liable to the Exchanging Party in any manner whatsoever if the exchange completed in accordance with this Section 11.10 does not qualify for any reason under Section 1031 of the Internal Revenue Code. The Exchanging Party hereby agrees to indemnify, defend and hold the non-Exchanging Party harmless from and against all costs, expenses and liabilities incurred by the non-Exchanging Party in connection with any such exchange, to the extent the same would not have been incurred by the non-Exchanging Party in the absence of such exchange. Notwithstanding anything in this Section to the contrary, it is a condition precedent to the non-Exchanging Party’s obligation to cooperate with the Exchanging Party in any such exchange that: (i) no material change to the terms of this Agreement may be assigned to one or more qualified intermediaries or exchange accommodation titleholders for results therefrom, (ii) the purpose of effectuating one or more 1031 Exchanges; provided, however, the Cooperating non-Exchanging Party shall not be required to take acquire or hold title to any other real property for the purpose of consummating the exchange, and (iii) consummation or accomplishment of such an exchange property, the Cooperating Party will not be required to agree to or assume any covenant, obligation or liability in connection therewith, the Closing hereunder shall not be delayed as a result of, condition precedent or conditioned upon, such 1031 Exchange, the Requesting Party shall pay all costs associated with such 1031 Exchange (including, without limitation, any more than de minimis costs incurred by Cooperating Party), the Cooperating Party shall reasonably cooperate a condition subsequent to the full extent required by the Requesting Party (provided that if the 1031 Exchange documents require the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate any of the other terms of this Section 19) then the Requesting Party shall pay all costs and expenses of the Cooperating Party to review and execute such document(s) in excess of a simple consent), and the Requesting Party shall remain primarily liable either party’s obligations under this Agreement and indemnify shall not delay the Cooperating Party from any liability in connection with such 1031 ExchangeClosing.

1031 Exchange. At or prior to Closing, Clear Channel and/or Exchange Party (either, an "Assigning Party") may assign its rights under this Agreement (in whole or in part) to a qualified intermediary (as defined in Treasury regulation section 1.1031(k)-1(g)(4)) or similar entity or arrangement ("Qualified Intermediary"). Upon any such assignment, the request of a Assigning Party shall promptly give written notice thereof to the other party hereto (the “Requesting "Other Party”), ") and the other party (the “Cooperating Party”) Other Party shall cooperate with the Requesting Party in Closing the sale reasonable requests of the Property Assigning Party and any Qualified Intermediary in accordance connection therewith. Without limiting the generality of the foregoing, if an Assigning Party gives notice of such an assignment, the Other Party shall (i) promptly provide an Assigning Party with written acknowledgment of such notice and (ii) at Closing, convey all or part of the Station Assets and pay all or part of the Purchase Price, as the case may be, (each as designated in writing by the Qualified Intermediary) to or on behalf of the Qualified Intermediary (which payment and conveyance shall, to the extent thereof, satisfy the obligation of the Other Party to make such conveyance and payment hereunder). An Assigning Party's assignment to a Qualified Intermediary will not relieve the Assigning Party of any of its duties or obligations herein. Except for the obligations of the Other Party set forth in this Agreement so as Section, the Other Party shall not have any liability or obligation to the Assigning Party for the failure of such other exchange to qualify such transaction as an a like kind exchange of like-kind property pursuant to under Section 1031 of the Internal Revenue Code unless such failure is the result of 1986, as amended (a “1031 Exchange”), including, without limitation, agreeing that the Requesting Party’s rights material breach or default by the Other Party under this Agreement with respect to all or any portion of the real property subject to this Agreement may be assigned to one or more qualified intermediaries or exchange accommodation titleholders for the purpose of effectuating one or more 1031 Exchanges; provided, however, the Cooperating Party shall not be required to take title to any exchange property, the Cooperating Party will not be required to agree to or assume any covenant, obligation or liability in connection therewith, the Closing hereunder shall not be delayed as a result of, or conditioned upon, such 1031 Exchange, the Requesting Party shall pay all costs associated with such 1031 Exchange (including, without limitation, any more than de minimis costs incurred by Cooperating Party), the Cooperating Party shall reasonably cooperate to the full extent required by the Requesting Party (provided that if the 1031 Exchange documents require the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate any of the other terms of this Section 19) then the Requesting Party shall pay all costs and expenses of the Cooperating Party to review and execute such document(s) in excess of a simple consent), and the Requesting Party shall remain primarily liable under this Agreement and indemnify the Cooperating Party from any liability in connection with such 1031 ExchangeAgreement.

1031 Exchange. Upon Seller reserves the request right, at or prior to Closing, to assign its rights under this Agreement with respect to all or a portion of the Purchase Price, and that portion of the Assets associated therewith ("1031 Assets"), to a Qualified Intermediary ("QI") (as that term is defined in Section 1.103l(k)-l(g)(4)(v) of the Treasury Regulations) to accomplish this Transaction, in whole or in part, in a manner intended to comply with the requirements of a party hereto (the “Requesting Party”), the other party (the “Cooperating Party”) shall cooperate with the Requesting Party in Closing the sale of the Property in accordance with this Agreement so as to qualify such transaction as an exchange of like-kind property exchange ("Like-Kind Exchange") pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (a “1031 Exchange”"Code"). If Seller so elects, including, without limitation, agreeing that the Requesting Party’s Seller may assign its rights under this Agreement with respect to the 1031 Assets to the QI. Buyer hereby (i) consents to Seller's assignment of its rights in this Agreement with respect to the 1031 Assets, and (ii) if such an assignment is made, agrees to pay all or any a portion of the real property subject to Purchase Price into the qualified trust account at Closing as directed in writing by Seller. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement may to a QI shall not release either Party from any of its respective liabilities and obligations to each other or expand any such respective liabilities or obligations under this Agreement. Neither Party represents to the other that any particular tax treatment will be assigned given to one or more qualified intermediaries or exchange accommodation titleholders for the purpose either Party as a result of effectuating one or more 1031 Exchanges; provided, however, the Cooperating Party a Like-Kind Exchange. Buyer shall not be required obligated to take title to pay any exchange property, the Cooperating Party will not be required to agree to additional costs or assume incur any covenant, obligation or liability in connection therewith, the Closing hereunder shall not be delayed as a result of, or conditioned upon, such 1031 Exchange, the Requesting Party shall pay all costs associated with such 1031 Exchange (including, without limitation, any more than de minimis costs incurred by Cooperating Party), the Cooperating Party shall reasonably cooperate to the full extent required by the Requesting Party (provided that if the 1031 Exchange documents require the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate any of the other terms of this Section 19) then the Requesting Party shall pay all costs and expenses of the Cooperating Party to review and execute such document(s) in excess of a simple consent), and the Requesting Party shall remain primarily liable additional obligations under this Agreement resulting from Seller's Like-Kind Exchange, and Seller shall hold harmless and indemnify the Cooperating Party Buyer from any liability in connection with and against all claims, losses and liabilities (including reasonable attorneys' fees, court costs and related expenses), if any, resulting from such 1031 a Like-Kind Exchange.

1031 Exchange. Upon Seller reserves the request right, at or prior to Closing, to assign its rights under this Agreement with respect to all or a portion of a party hereto the Purchase Price, and that portion of the Assets associated therewith (the “Requesting Party1031 Assets”), the other party to a Qualified Intermediary (the “Cooperating PartyQI”) shall cooperate (as that term is defined in Section 1.103l(k)-l(g)(4)(v) of the Treasury Regulations) to accomplish this Transaction, in whole or in part, in a manner intended to comply with the Requesting Party in Closing the sale requirements of the Property in accordance with this Agreement so as to qualify such transaction as an exchange of a like-kind property exchange (“Like-Kind Exchange”) pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (a “1031 ExchangeCode”). If Seller so elects, including, without limitation, agreeing that the Requesting Party’s Seller may assign its rights under this Agreement with respect to the 1031 Assets to the QI. Buyer hereby (i) consents to Seller’s assignment of its rights in this Agreement with respect to the 1031 Assets, and (ii) if such an assignment is made, agrees to pay all or any a portion of the real property subject to Purchase Price into the qualified trust account at Closing as directed in writing by Seller. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement may to a QI shall not release either Party from any of its respective liabilities and obligations to each other or expand any such respective liabilities or obligations under this Agreement. Neither Party represents to the other that any particular tax treatment will be assigned given to one or more qualified intermediaries or exchange accommodation titleholders for the purpose either Party as a result of effectuating one or more 1031 Exchanges; provided, however, the Cooperating Party a Like-Kind Exchange. Buyer shall not be required obligated to take title to pay any exchange property, the Cooperating Party will not be required to agree to additional costs or assume incur any covenant, obligation or liability in connection therewith, the Closing hereunder shall not be delayed as a result of, or conditioned upon, such 1031 Exchange, the Requesting Party shall pay all costs associated with such 1031 Exchange (including, without limitation, any more than de minimis costs incurred by Cooperating Party), the Cooperating Party shall reasonably cooperate to the full extent required by the Requesting Party (provided that if the 1031 Exchange documents require the Cooperating Party to sign anything other than a simple consent (provided that such document does not negate any of the other terms of this Section 19) then the Requesting Party shall pay all costs and expenses of the Cooperating Party to review and execute such document(s) in excess of a simple consent), and the Requesting Party shall remain primarily liable additional obligations under this Agreement resulting from Seller’s Like-Kind Exchange, and Seller shall hold harmless and indemnify the Cooperating Party Buyer from any liability in connection with and against all claims, losses and liabilities (including reasonable attorneys’ fees, court costs and related expenses), if any, resulting from such 1031 a Like-Kind Exchange.