Common use of 1031 Exchange Clause in Contracts

1031 Exchange. Seller or Purchaser may consummate the purchase of the Property as part of a so-called like kind exchange (the “Exchange”) pursuant to § 1031 of the Internal Revenue Code of 1986, as amended (the “Code”) (the party making the Exchange shall hereinafter be referred to as the “Exchange Party”; the party not making the Exchange shall hereinafter be referred to as the “Nonexchange Party”), provided that: (i) except as expressly provided herein, the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the Exchange be a condition precedent or condition subsequent to the Exchange Party’s obligations under this Agreement; (ii) the Exchange Party shall effect the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary; (iii) the Nonexchange Party shall not be required to take an assignment of the purchase agreement for the relinquished property or be required to acquire or hold title to any real property for purposes of consummating the Exchange; and (iv) the Exchange Party shall pay any additional costs that would not otherwise have been incurred by the Exchange Party or Nonexchange Party had the Exchange Party not consummated its purchase through the Exchange. The Nonexchange Party shall not, by this agreement or acquiescence to the Exchange, (1) have its rights under this Agreement affected or diminished in any manner, or (2) be responsible for compliance with or be deemed to have warranted to the Exchange Party that the Exchange in fact complies with § 1031 of the Code.

1031 Exchange. Purchaser or Seller or Purchaser may consummate the purchase or sale of the Property as part of a so-called like kind exchange (the “Exchange”) pursuant to § Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”) (the party making the Exchange shall hereinafter be referred to as the “Exchange Party”; the party not making the Exchange shall hereinafter be referred to as the “Nonexchange Party”), provided that: (ia) except as expressly provided herein, the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the Exchange be a condition precedent or condition subsequent to the Exchange PartyPurchaser’s or Seller’s obligations under this Agreement; (iib) the Exchange Party shall effect the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary; (iii) the Nonexchange Party Seller shall not be required to take an assignment of the purchase agreement for the relinquished property or be required to acquire or hold title to any real property for purposes of consummating the Exchange; and (ivc) the a party performing an Exchange Party shall pay any additional costs that would not otherwise have been incurred by the Exchange Party or Nonexchange Party had the Exchange Party such party not consummated its purchase through the an Exchange. The Nonexchange Party shall not, by this agreement or ; (d) neither party’s acquiescence to the Exchange, (1) have an Exchange shall affect or diminish in any manner its rights under this Agreement affected or diminished in any manner, or (2) hereunder nor shall the party not performing an Exchange be responsible for compliance with or be deemed to have warranted to the Exchange Party other party that the Exchange in fact complies with § Section 1031 of the Code; and (e) any party performing an Exchange shall indemnify, defend, and hold harmless the other party from or against all claims, losses, costs, damages, liabilities (including reasonable attorneys’ fees) in connection therewith.

1031 Exchange. Seller or Purchaser Any party may consummate the purchase or sale (as applicable) of the Real Property to be conveyed hereunder as part of a so-called like like-kind exchange (the an “Exchange”) pursuant to § Section 1031 of the Internal Revenue Code of 1986Code, as amended (the “Code”) (the party making the Exchange shall hereinafter be referred to as the “Exchange Party”amended; the party not making the Exchange shall hereinafter be referred to as the “Nonexchange Party”)provided, provided however, that: (i) except as expressly provided herein, the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the an Exchange be a condition precedent or condition subsequent to the Exchange Party’s exchanging party's obligations under this Agreement; (ii) the Exchange Party shall effect the Exchange through an any assignment of this Agreement, or Agreement necessary to effect its rights under Exchange shall comply with all of the terms of this Agreement, to a qualified intermediary; (iii) the Nonexchange Party no party shall not be required to take an assignment of the purchase any agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the Exchangeother party; and (iv) the Exchange Party exchanging party shall pay any additional costs that would not otherwise have been incurred by the Exchange Party or Nonexchange Party non-exchanging party had the Exchange Party exchanging party not consummated its purchase the transaction through an Exchange; and (v) the Exchangenon-exchanging party shall not incur any liabilities. The Nonexchange Party No party shall not, by this agreement Agreement or acquiescence to an Exchange desired by the Exchange, (1) other party have its rights under this Agreement affected or diminished in any manner, manner or (2) be responsible for compliance with or be deemed to have warranted to the Exchange Party exchanging party that the its Exchange in fact complies with § Section 1031 of the Code. Subject to the provisions of this Paragraph 24(q), each party shall cooperate with the other party in effecting an Exchange.

1031 Exchange. Seller or Purchaser Either party may consummate the purchase or sale of the Property as part of a so-called like kind exchange (the “Exchange”) pursuant to § §1031 of the Internal Revenue Code of 1986, as amended (( the “Code”) (the party making the Exchange shall hereinafter be referred to as the “Exchange Party”; the party not making the Exchange shall hereinafter be referred to as the “Nonexchange Party”), provided that: (i) except as expressly the non-exchanging party shall be provided herein, no less than five (5) days prior written notice of such Exchange and the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the Exchange exchange be a condition precedent or condition subsequent to the Exchange Partyeither party’s obligations under this Agreement; (ii) the Exchange Party exchanging party shall effect the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary; (iii) the Nonexchange Party non-exchanging party shall not be required to take an assignment of the purchase agreement for the relinquished property or be required to acquire or hold title to any real property for purposes of consummating the Exchange; and (iv) the Exchange Party shall pay non-exchanging party does not incur any additional costs cost, expense or liability in connection with such exchange; and (vi) the exchanging party indemnifies and holds the non-exchanging party harmless from and against any claim, loss, damage or liability that would not otherwise have been incurred by the Exchange Party might arise as a result of, or Nonexchange Party had the Exchange Party not consummated its purchase through the Exchangein connection with such exchange. The Nonexchange Party non-exchanging party shall not, not by this agreement or acquiescence to the Exchange, Exchange (1) have its rights under this Agreement affected or diminished in any manner, manner or (2) be responsible for compliance with or be deemed to have warranted to the Exchange Party exchanging party that the Exchange in fact complies with § §1031 of the Code.

1031 Exchange. Seller or Purchaser Any party may consummate the purchase or sale (as applicable) of the Real Property to be conveyed hereunder as part of a so-called like like-kind exchange (the an “Exchange”) pursuant to § Section 1031 of the Internal Revenue Code of 1986Code, as amended (the “Code”) (the party making the Exchange shall hereinafter be referred to as the “Exchange Party”amended; the party not making the Exchange shall hereinafter be referred to as the “Nonexchange Party”)provided, provided however, that: (i) except as expressly provided herein, the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the an Exchange be a condition precedent or condition subsequent to the Exchange Party’s exchanging party's obligations under this Agreement; (ii) the Exchange Party shall effect the Exchange through an any assignment of this Agreement, or Agreement necessary to effect its rights under Exchange shall comply with all of the terms of this Agreement, to a qualified intermediary; (iii) the Nonexchange Party no party shall not be required to take an assignment of the purchase any agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the Exchangeother party; and (iv) the Exchange Party exchanging party shall pay any additional costs that would not otherwise have been incurred by the Exchange Party or Nonexchange Party non-exchanging party had the Exchange Party exchanging party not consummated its purchase the transaction through an Exchange; and (v) the Exchangenon-exchanging party shall not incur any liabilities. The Nonexchange Party No party shall not, by this agreement Agreement or acquiescence to an Exchange desired by the Exchange, (1) other party have its rights under this Agreement affected or diminished in any manner, manner or (2) be responsible for compliance with or be deemed to have warranted to the Exchange Party exchanging party that the its Exchange in fact complies with § Section 1031 of the Code.. Subject to the provisions of this Paragraph 24(q), each party shall cooperate with the other party in effecting an Exchange. (r)

1031 Exchange. Seller or Purchaser Any party may consummate the purchase or sale (as applicable) of the Real Property to be conveyed hereunder as part of a so-called like like-kind exchange (the an “Exchange”) pursuant to § Section 1031 of the Internal Revenue Code of 1986Code, as amended (the “Code”) (the party making the Exchange shall hereinafter be referred to as the “Exchange Party”amended; the party not making the Exchange shall hereinafter be referred to as the “Nonexchange Party”)provided, provided however, that: (i) except as expressly provided herein, the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the an Exchange be a condition precedent or condition subsequent to the Exchange Partyexchanging party’s obligations under this Agreement; (ii) the Exchange Party shall effect the Exchange through an any assignment of this Agreement, or Agreement necessary to effect its rights under Exchange shall comply with all of the terms of this Agreement, to a qualified intermediary; (iii) the Nonexchange Party no party shall not be required to take an assignment of the purchase any agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the Exchangeother party; and (iv) the Exchange Party exchanging party shall pay any additional costs that would not otherwise have been incurred by the Exchange Party or Nonexchange Party non-exchanging party had the Exchange Party exchanging party not consummated its purchase the transaction through an Exchange; and (v) the Exchangenon-exchanging party shall not incur any liabilities. The Nonexchange Party No party shall not, by this agreement Agreement or acquiescence to an Exchange desired by the Exchange, (1) other party have its rights under this Agreement affected or diminished in any manner, manner or (2) be responsible for compliance with or be deemed to have warranted to the Exchange Party exchanging party that the its Exchange in fact complies with § Section 1031 of the Code. Subject to the provisions of this Paragraph 24(q), each party shall cooperate with the other party in effecting an Exchange.

1031 Exchange. Seller or Purchaser Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (the an “Exchange”) pursuant to § 1031 of the Internal Revenue Code of 1986, as amended (the “Code”) (the party making the Exchange shall hereinafter be referred to as the “Exchange Party”; the party not making the Exchange shall hereinafter be referred to as the “Nonexchange Party”), provided that: (ia) except as expressly provided herein, the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the an Exchange be a condition precedent or condition subsequent to the Exchange Partyexchanging party’s obligations under this Agreement; (iib) the Exchange Party exchanging party shall effect the its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary; (iiic) the Nonexchange Party neither party shall not be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the Exchangeother party; and (ivd) the Exchange Party exchanging party shall pay any additional costs whether incurred now or the future that would not otherwise have been incurred by the Exchange Party or Nonexchange Party non-exchanging party had the Exchange Party exchanging party not consummated its purchase the transaction through the an Exchange. The Nonexchange Party Neither party shall not, by this agreement Agreement or acquiescence to an Exchange desired by the Exchange, (1) other party have its rights under this Agreement affected or diminished in any manner, manner or (2) be responsible for compliance with or be deemed to have warranted to the Exchange Party exchanging party that the its Exchange in fact complies with § 1031 of the Code.. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

1031 Exchange. Seller or Purchaser Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (the an “Exchange”) pursuant to § 1031 of the Internal Revenue Code of 1986, as amended (the “Code”) (the party making the Exchange shall hereinafter be referred to as the “Exchange Party”; the party not making the Exchange shall hereinafter be referred to as the “Nonexchange Party”), provided that: (ia) except as expressly provided herein, the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the an Exchange be a condition precedent or condition subsequent to the Exchange Partyexchanging party’s obligations under this Agreement; (iib) the Exchange Party exchanging party shall effect the its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary; (iiic) the Nonexchange Party neither party shall not be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the Exchangeother party; and (ivd) the Exchange Party exchanging party shall pay any additional costs whether incurred now or the future that would not otherwise have been incurred by the Exchange Party or Nonexchange Party non-exchanging party had the Exchange Party exchanging party not consummated its purchase the transaction through the an Exchange. The Nonexchange Party Neither party shall not, by this agreement Agreement or acquiescence to an Exchange desired by the Exchange, (1) other party have its rights under this Agreement affected or diminished in any manner, manner or (2) be responsible for compliance with or be deemed to have warranted to the Exchange Party exchanging party that the its Exchange in fact complies with § 1031 of the Code.

1031 Exchange. Purchaser or Seller or Purchaser may consummate the purchase or sale of the Property as part of a so-called like kind exchange (the “Exchange”) pursuant to § Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”) (the party making the Exchange shall hereinafter be referred to as the “Exchange Party”; the party not making the Exchange shall hereinafter be referred to as the “Nonexchange Party”), provided that: (ia) except as expressly provided herein, the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the Exchange be a condition precedent or condition subsequent to the Exchange PartyPurchaser’s or Seller’s obligations under this Agreement; (iib) the Exchange Party shall effect the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary; (iii) the Nonexchange Party Seller shall not be required to take an assignment of the purchase agreement for the relinquished property or be required to acquire or hold title to any real property for purposes of consummating the Exchange; and (ivc) the a party performing an Exchange Party shall pay any additional costs that would not otherwise have been incurred by the Exchange Party or Nonexchange Party had the Exchange Party such party not consummated its purchase through the an Exchange. The Nonexchange Party shall not, by this agreement or ; (d) neither party’s acquiescence to the Exchange, (1) have an Exchange shall affect or diminish in any manner its rights under this Agreement affected or diminished in any manner, or (2) hereunder nor shall the party not performing an Exchange be responsible for compliance with or be deemed to have warranted to the Exchange Party other party that the Exchange in fact complies with § Section 1031 of the 51666.5 Code; and (e) any party performing an Exchange shall indemnify, defend, and hold harmless the other party from or against all claims, losses, costs, damages, liabilities (including reasonable attorneys’ fees) in connection therewith.

1031 Exchange. Seller or Purchaser Each party (herein, the “Exchanging Party”) may consummate the purchase sale or purchase, as the case may be, of the Property Interest as part of a so-called like like-kind exchange (the “Exchange”) pursuant to § Section 1031 of the Internal Revenue Code of 1986, as amended (and the “Code”) (the party making the Exchange shall hereinafter be referred parties hereby agree to as the “Exchange Party”; the party not making the Exchange shall hereinafter be referred reasonably cooperate with each other with respect to as the “Nonexchange Party”)an Exchange, provided that: (i) except as expressly provided herein, the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the Exchange be a condition precedent or condition subsequent to the Exchange Party’s obligations under this Agreement; (ii) the Exchange Exchanging Party shall effect the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary; intermediary (as that term is defined in the Treasury Regulation Section 1.1031(k) – 1(g)(4) (iii)) and the Nonexchange Party other party to this Agreement shall not be required to take an assignment of the purchase agreement for the relinquished property or be required to acquire or hold title to any real property or sell the Property Interest to any other third party, as the case may be, for purposes of consummating the Exchange; and , (ivii) the Exchange Exchanging Party shall pay any additional costs that would not otherwise have been incurred by the Exchange Party or Nonexchange Party either party had the Exchange Exchanging Party not consummated its purchase the sale or purchase, as the case may be, through the Exchange and (iii) the Exchanging Party shall, and hereby does, indemnify, and hold the other party harmless from any loss, cost, damages, liability or expense which may arise or which the other party may suffer in connection with, an Exchange. The Nonexchange Party other party shall not, not by this agreement Agreement or acquiescence to the Exchange, Exchange (1) have its rights under this Agreement affected or diminished in any manner, manner or (2) be responsible for compliance with or be deemed to have warranted to the Exchange Exchanging Party that the Exchange in fact complies with § Section 1031 of the Code; nor shall the terms or provisions of this Agreement be modified, amended or extended thereby.

1031 Exchange. Seller or Purchaser Either party may consummate the sale and purchase of the Property Real Estate as part of a so-called like kind exchange (the “Exchange”) pursuant to § Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”) (the party making the Exchange shall hereinafter be referred to as the “Exchange Party”; the party not making the Exchange shall hereinafter be referred to as the “Nonexchange Party”)amended, provided that: that (i) except as expressly provided hereinall costs, fees and expenses attendant to such Exchange shall be the sole responsibility of the exchanging party, (ii) the Closing Date shall not be delayed or affected by reason of the such Exchange nor shall the consummation or accomplishment of the Exchange be a condition precedent or condition subsequent to the Exchange Party’s exchanging parties’ obligations under this Agreement; (ii) the Exchange Party shall effect the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary; (iii) if Purchaser is the Nonexchange Party exchanging party, Seller shall not be required to take an assignment of the purchase agreement for the relinquished property or be required to acquire or hold title to, and Seller shall not be required to convey, any real property other than the Real Estate for purposes of consummating the Exchange; and , (iv) in the event of any such Exchange, all representations, warranties, covenants and agreements of the parties pursuant to this Agreement shall be deemed to be made by Seller and Purchaser, as applicable, shall survive any conveyance to an accommodation party, shall continue in favor of and inure to the benefit of the other party and shall be enforceable by the parties against one another, as though the Real Estate had been conveyed directly by Seller to Purchaser without an accommodation party; (v) the Exchange Party shall pay in no way reduce, abridge or modify any obligations or duties or any rights or remedies of the parties hereunder, and (vi) the non- exchanging party shall not incur any additional costs that would not otherwise have been incurred by the Exchange Party or Nonexchange Party had the Exchange Party not consummated its purchase through expenses as a result of the Exchange. The Nonexchange Party Neither party shall not, by this agreement or acquiescence have any liability to the Exchange, other in the event an Exchange is not consummated (1) have its rights under this Agreement affected or diminished in any mannerunless there is a default by a party hereunder), or (2in the event the exchanging party does not achieve the desired tax treatment. The provisions of this Paragraph 15(m) be responsible for compliance with or be deemed to have warranted to will survive the Exchange Party that the Exchange in fact complies with § 1031 of the CodeClosing.

1031 Exchange. Seller or Purchaser Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (the an “Exchange”) pursuant to § §1031 of the Internal Revenue Code of 1986and the other party hereby agrees to reasonably cooperate with said Exchange, as amended (the “Code”) (the party making the Exchange shall hereinafter be referred to as the “Exchange Party”; the party not making the Exchange shall hereinafter be referred to as the “Nonexchange Party”)including, without limitation, executing and delivering any reasonably requested documents or instruments, provided that: (ia) except as expressly provided herein, the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the an Exchange be a condition precedent or condition subsequent to the Exchange Partyexchanging party’s obligations under this Agreement; , (iib) the Exchange Party exchanging party shall effect the its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary; , (iiic) the Nonexchange Party neither party shall not be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the Exchangeother party; and (ivd) the Exchange Party exchanging party shall pay any additional costs that would not otherwise have been incurred by the Exchange Party or Nonexchange Party non-exchanging party had the Exchange Party exchanging party not consummated its purchase the transaction through the Exchangean Exchange (such payment obligation shall survive Closing or any termination of this Agreement). The Nonexchange Party Neither party shall not, by this agreement Agreement or acquiescence to an Exchange desired by the Exchange, (1) other party have its rights under this Agreement affected or diminished in any manner, manner or (2) be responsible for compliance with or be deemed to have warranted to the Exchange Party exchanging party that the its Exchange in fact complies with § §1031 of the Code.

1031 Exchange. Seller or Purchaser Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (the “an "Exchange”") pursuant to § 1031 of the Internal Revenue Code of 1986, as amended (the “"Code”) (the party making the Exchange shall hereinafter be referred to as the “Exchange Party”; the party not making the Exchange shall hereinafter be referred to as the “Nonexchange Party”"), provided that: that (ia) except as expressly provided herein, the Closing shall not be delayed or affected by reason of the an Exchange nor shall the consummation or accomplishment of the Exchange be a condition precedent or condition subsequent to the Exchange Party’s Seller's obligations under this Agreement; (iib) the Exchange Party exchanging party shall effect the its Exchange through an assignment of this Agreement, or its rights under this Agreement, Agreement to a qualified intermediary; (iiic) the Nonexchange Party neither party shall not be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating the an Exchange; and (ivd) the Exchange Party exchanging party shall pay any additional costs that would not otherwise have been incurred by the Exchange Party or Nonexchange Party other party had the Exchange Party exchanging party not consummated its purchase the transaction through an Exchange; and (e) the Exchangeexchanging party shall indemnify and hold harmless the other party from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including, without limitation, reasonable attorney fees relating to the exchanging party’s participation in such exchange. The Nonexchange Party Neither party shall not, by this agreement Agreement or acquiescence to an Exchange desired by the Exchange, (1) other party have its rights under this Agreement affected or diminished in any manner, manner or (2) be responsible for compliance with or be deemed to have warranted to the Exchange Party exchanging party that the its Exchange in fact complies with § 1031 of the Code. Each party shall reasonably cooperate with the other in connection with any Exchange.

1031 Exchange. Seller or Purchaser Any party may consummate the purchase or sale (as applicable) of the Real Property to be conveyed hereunder as part of a so-called like like-kind exchange (the an “Exchange”) pursuant to § Section 1031 of the Internal Revenue Code of 1986Code, as amended (the “Code”) (the party making the Exchange shall hereinafter be referred to as the “Exchange Party”amended; the party not making the Exchange shall hereinafter be referred to as the “Nonexchange Party”)provided, provided however, that: (i) except as expressly provided herein, the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the an Exchange be a condition precedent or condition subsequent to the Exchange Partyexchanging party’s obligations under this Agreement; (ii) the Exchange Party shall effect the Exchange through an any assignment of this Agreement, or Agreement necessary to effect its rights under Exchange shall comply with all of the terms of this Agreement, to a qualified intermediary; (iii) the Nonexchange Party no party shall not be required to take an assignment of the purchase any agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the Exchangeother party; and (iv) the Exchange Party exchanging party shall pay any additional costs that would not otherwise have been incurred by the Exchange Party or Nonexchange Party non-exchanging party had the Exchange Party exchanging party not consummated its purchase the transaction through an Exchange; and (v) the Exchangenon-exchanging party shall not incur any liabilities. The Nonexchange Party No party shall not, by this agreement Agreement or acquiescence to an Exchange desired by the Exchange, (1) other party have its rights under this Agreement affected or diminished in any manner, manner or (2) be responsible for compliance with or be deemed to have warranted to the Exchange Party exchanging party that the its Exchange in fact complies with § Section 1031 of the Code. Subject to the provisions of this Paragraph 22(q), each party shall cooperate with the other party in effecting an Exchange.

1031 Exchange. Either Purchaser or Seller or Purchaser may elect to consummate the purchase and sale of the either Property as part of a so-called like kind exchange (the “Exchange”) pursuant to § Section 1031 of the Internal Revenue Code of 1986Code, as amended (the “Code”) (the party making the Exchange shall hereinafter be referred to as the “Exchange Party”; the party not making the Exchange shall hereinafter be referred to as the “Nonexchange Party”), provided that: : (i) except as expressly provided herein, the Closing of such Property shall not be delayed or affected by reason of the any Exchange nor shall the consummation or accomplishment of the any Exchange be a condition precedent or condition subsequent to the Exchange PartyPurchaser’s or Seller’s obligations under this Agreement; (ii) the any Exchange shall be effected through a qualified intermediary and neither Party shall effect the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary; (iii) the Nonexchange Party shall not be required to take an assignment of the purchase agreement for the relinquished exchange property or be required to acquire or hold title to any real property for purposes of consummating an Exchange involving the Exchangeother Party; and (iviii) the Party desiring an Exchange Party shall pay any additional costs that would not otherwise have been incurred by the Exchange Party Purchaser or Nonexchange Party Seller had the Exchange such Party not consummated its purchase or sale through the Exchange. The Nonexchange Neither Party shall not, by this agreement or acquiescence to any Exchange by the Exchange, other Party (1) have its rights under this Agreement affected or diminished in ill any manner, manner or (2) be responsible for compliance with or be deemed to have warranted to the Exchange other Party that any Exchange involving the Exchange other Party in fact complies with § the Section 1031 of the Code.