Common use of 1031 Exchange Clause in Contracts

1031 Exchange. Seller reserves the 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) of the Treasury Regulations) to accomplish this Transaction, in whole or in part, in a manner that will comply with the requirements of a like-kind exchange (“Like-Kind Exchange”) pursuant to Section 1031 of the Code. Buyer reserves the right, at or prior to Closing, to assign its rights under this Agreement and all or a portion of the 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 a portion of the 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 to 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 given to the other Party as a result of the Like-Kind Exchange. Neither Party shall be obligated to pay any additional costs or incur any additional obligations under this Agreement if such costs are the result of the other Party’s Like-Kind Exchange, and each Party shall hold harmless and indemnify the other Party from and against all Losses, if any, resulting from such a Like-Kind Exchange.

1031 Exchange. Seller reserves the 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)(41.1031(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 like-kind exchange (“"Like-Kind Exchange”") pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended ("Code"). Buyer reserves the right, at or prior to Closing, to assign its rights under this Agreement and all or a portion of the Assets ("1031 Assets 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 '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 a portion of the 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 to 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 given to the other Party as a result of the Like-Kind Exchange. Neither Party shall be obligated to pay any additional costs or incur any additional obligations under this Agreement if such costs are the result of the other Party’s 's Like-Kind Exchange, and each Party shall hold harmless and indemnify the other Party from and against all Lossesclaims, losses and liabilities (including reasonable attorneys' fees, court costs and related expenses), if any, resulting from such a Like-Kind Exchange.

1031 Exchange. Seller reserves Upon the rightrequest of a party hereto (the “Requesting Party”), at or prior 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 Closingqualify such transaction as an exchange of like-kind property pursuant to Section 1031 of the Internal Revenue Code of 1986, to assign its as amended (a “1031 Exchange”), including, without limitation, agreeing that the Requesting Party’s rights under this Agreement with respect to all or a any portion of the Purchase Pricereal 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 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) of the Treasury Regulations) to accomplish this Transaction, in whole or in part, in a manner that will comply with the requirements of a like-kind exchange (“Like-Kind Exchange”) pursuant to Section 1031 of the Code. Buyer reserves the right, at or prior to Closing, to assign its rights Requesting Party shall remain primarily liable under this Agreement and all or a portion of indemnify the 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 a portion of the 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 to a QI shall not release either Cooperating 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 given to the other Party as a result of the Like-Kind Exchange. Neither Party shall be obligated to pay any additional costs or incur any additional obligations under this Agreement if liability in connection with such costs are the result of the other Party’s Like-Kind Exchange, and each Party shall hold harmless and indemnify the other Party from and against all Losses, if any, resulting from such a Like-Kind 1031 Exchange.

1031 Exchange. Seller reserves the 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)(41.103l(k)-l(g)(4)(v) of the Treasury Regulations) to accomplish this Transaction, in whole or in part, in a manner that will intended to comply with the requirements of a like-kind exchange (“Like-Kind Exchange”) pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (“Code. Buyer reserves the right, at or prior to Closing, to assign its rights under this Agreement and all or a portion of the 1031 Assets to a QI”). If Seller or Buyer so elects, Seller or Buyer may assign its rights under this Agreement with respect to the applicable 1031 Assets to the QI. Each Party Buyer hereby (i) consents to the other PartySeller’s assignment of its rights in this Agreement with respect to the applicable 1031 Assets, and (ii) if such an assignment is made by Sellermade, Buyer agrees to pay all or a portion of the 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 Seller and delivering documents, to permit the other Party to effect the exchange described in this Section. The Parties Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI shall not release either Party from any of its respective liabilities and obligations to the each other Party or expand any such respective liabilities or obligations of the other Party under this Agreement. Neither Party represents to the other that any particular tax treatment will be given to the other either Party as a result of the a Like-Kind Exchange. Neither Party Buyer shall not be obligated to pay any additional costs or incur any additional obligations under this Agreement if such costs are the result of the other Partyresulting from Seller’s Like-Kind Exchange, and each Party Seller shall hold harmless and indemnify the other Party Buyer from and against all Lossesclaims, losses and liabilities (including reasonable attorneys’ fees, court costs and related expenses), if any, resulting from such a Like-Kind Exchange.

1031 Exchange. Seller reserves and Xxxxx acknowledge that the right, at or prior electing party may elect to Closing, to assign its rights under this Agreement with respect to all or a portion effect the sale and purchase of the Purchase Price, and that portion of the Assets associated therewith (“1031 Assets”), to a Qualified Intermediary (“QI”) (Premises as that term is defined in Section 1.1031(k)-1(g)(4) of the Treasury Regulations) to accomplish this Transaction, in whole or in part, in a manner that will comply with the requirements of a like-kind an exchange (“Like-Kind Exchange”) pursuant to Section 1031 of the Internal Revenue Code. Buyer reserves , providing the rightelecting party utilizes the services of a “qualified intermediary” as defined in the Treasury Regulation ‘1.103.(k)-(g)(4)(iii) (“intermediary”) to effectuate such Section 1031 exchange and will cooperate in the accomplishment of that purpose provided only that (i) the other party shall not be required to be vested in title to any parcel other than the Property, at (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 not less than five (5) days prior to the Closing; such notice shall be given by either certified mail, to assign its rights under this Agreement and all postage prepaid, return receipt requested, facsimile or overnight delivery by a portion of the 1031 Assets to a QInationally recognized service. If Seller or Buyer so elects, Seller or Buyer The electing party may assign its rights under this Agreement to an Intermediary without the applicable other parties consent for purposes of effectuating a 1031 Assets exchange. Notwithstanding an assignment to or substitution of the Intermediary to act in place of the electing party, the electing party agrees to unconditionally guarantee the full and timely performance by the intermediary of the representations, warranties, obligations and undertakings of the Intermediary regarding a Section 1031 exchange, and in the event of a breach, the 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 Section 1031 exchange, and the electing party of such Section 1031 exchange except insofar as such liability is attributable 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 a portion of the 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 to 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 failure of the other Party under this Agreement. Neither Party represents party to the other that any particular tax treatment will be given to the other Party perform as a result of the Like-Kind Exchange. Neither Party shall be obligated to pay any additional costs or incur any additional obligations under this Agreement if such costs are the result of the other Party’s Like-Kind Exchange, and each Party shall hold harmless and indemnify the other Party from and against all Losses, if any, resulting from such a Like-Kind Exchangerequired hereunder.

1031 Exchange. Seller reserves the 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)(41.1031(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 like-kind exchange (“Like-Kind Exchange”) pursuant to Section 1031 of the Code. Buyer reserves the right, at or prior to Closing, to assign its rights under this Agreement and all or a portion of the 1031 Assets to a QIQI or an exchange accommodation titleholder (as that term is defined in the IRS Revenue Procedure 2000-37) (“EAT”) to accomplish this transaction, in whole or in part, in a manner that will comply with the requirements of a Like-Kind Exchange. If Seller or Buyer so elects, Seller or Buyer may assign its rights under this Agreement to the applicable 1031 Assets to the QIQI or to the EAT, as applicable. Each Party hereby (i) consents to the other Party’s assignment of its rights in this Agreement with respect to the applicable 1031 AssetsAssets to a QI or to an EAT, and as applicable, (ii) if such an assignment is made by Seller, Buyer agrees to pay all or a portion of the Purchase Price into the qualified trust account at Closing as directed in writing by Seller, (iii) if such an assignment is made by Buyer to an EAT, Seller agrees to transfer the applicable 1031 Assets to the EAT at Closing as directed in writing by Buyer and (iv) if such an assignment is made by Buyer to a QI, Seller agrees to accept payment of all or a portion of the Purchase Price from the QI. . 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 to a QI or to an EAT, as applicable, 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 given to the other Party as a result of the Like-Kind Exchange. Neither Party shall be obligated to pay any additional costs or incur any additional obligations under this Agreement if such costs are the result of the other Party’s Like-Kind Exchange, and each Party shall hold harmless and indemnify the other Party from and against all Losses, if any, resulting from such a Like-Kind Exchange.this

1031 Exchange. Seller may desire to structure this transaction so that it may be accomplished in a manner that will comply with the requirements of a like-kind exchange ("Like-Kind Exchange") pursuant to Section 1031 of the Code. Seller reserves the 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 Interests associated therewith (“"1031 Assets”"), to a Qualified Intermediary (“QI”) (as that term is defined in Section 1.1031(k)-1(g)(41.1031(k)- 1(g)(4)(iii) of the Treasury Regulations) to accomplish part of this Transactiontransaction in a manner that will comply, either in whole or in part, in a manner that will comply with the requirements of a like-kind exchange (“Like-Kind Exchange”) pursuant . Pursuant to this Section 10.14 and a 1031 of the Code. Buyer reserves the right, at or prior Exchange Agreement to Closing, to assign its rights under this Agreement and all or a portion of the 1031 Assets to a QI. If Seller or Buyer so electsbe executed contemporaneously herewith, Seller or Buyer may assign its rights to the 1031 Assets under this Agreement to the applicable 1031 Assets to the QIa qualified intermediary. Each Party Purchaser hereby (i) consents to the other Party’s Seller's assignment of its rights in this Agreement with respect to the applicable 1031 Assets, and (ii) if such an assignment is made by Sellermade, Buyer agrees to pay all or a portion of the Purchase Price into the qualified trust account at Closing as directed set forth 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 Section1031 Exchange Agreement. The Parties acknowledge and agree that a whole or partial assignment of this Agreement to a QI Qualified Intermediary shall not release either Party from any of its their respective liabilities and obligations to the each other Party or expand any such respective liabilities or obligations of the other Party under this Agreement. Neither , and that neither Party represents to the other that any particular tax treatment will be given to the other either Party as a result of the Like-Kind Exchangethereof. Neither Party Purchaser shall not be obligated to pay any additional costs or incur any additional obligations under this Agreement if such costs are the as a result of the other Party’s Like-Kind Exchange, and each Party Seller shall indemnify and hold Purchaser harmless and indemnify the other Party from and against all Lossesclaims, losses and liabilities, if any, resulting ay result from such a Like-Kind Exchange.

1031 Exchange. Each entity comprising Seller reserves the 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 Properties associated therewith (“"1031 Assets”Properties"), to a Qualified Intermediary (“"QI”") (as that term is defined in Section 1.1031(k)-1(g)(41.1031(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 like-kind exchange (“"Like-Kind Exchange”") pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended ("Code. Buyer reserves the right, at or prior to Closing, to assign its rights under this Agreement and all or a portion of the 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 Properties to the QI. Each Party Buyer hereby (i) consents to the other Party’s Seller's assignment of its rights in this Agreement with respect to the applicable 1031 AssetsProperties, and (ii) if such an assignment is made by Sellermade, Buyer agrees to pay all or a portion of the 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 Seller and delivering documents, to permit the other Party to effect the exchange described in this Section. The Parties Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI shall not release either Party from any of its respective liabilities and obligations to the each other Party or expand any such respective liabilities or obligations of the other Party under this Agreement. Neither Party represents to the other that any particular tax treatment will be given to the other either Party as a result of the Like-Kind Exchange. Neither The Party not participating in the Like-Kind Exchange shall not be obligated to pay any additional costs or incur any additional obligations under this Agreement in its sale of the Properties if such costs are the result of the other Party’s 's Like-Kind Exchange, and each the Party participating in the Like-Kind Exchange shall hold harmless and indemnify the other Party from and against all Lossesclaims, losses and liabilities, if any, resulting from such a Like-Kind Exchange.

1031 Exchange. Seller reserves the 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)(41.1031(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 like-kind exchange (“Like-Kind Exchange”) pursuant to Section 1031 of the Code. Buyer reserves the right, at or prior to Closing, to assign its rights under this Agreement and all or a portion of the 1031 Assets to a QIQI or an exchange accommodation titleholder (as that term is defined in the IRS Revenue Procedure 2000-37) (“EAT”) to accomplish this transaction, in whole or in part, in a manner that will comply with the requirements of a Like-Kind Exchange. If Seller or Buyer so elects, Seller or Buyer may assign its rights under this Agreement to the applicable 1031 Assets to the QIQI or to the EAT, as applicable. Each Party hereby (i) consents to the other Party’s assignment of its rights in this Agreement with respect to the applicable 1031 AssetsAssets to a QI or to an EAT, and as applicable, (ii) if such an assignment is made by Seller, Buyer agrees to pay all or a portion of the Purchase Price into the qualified trust account at Closing as directed in writing by Seller, (iii) if such an assignment is made by Buyer to an EAT, Seller agrees to transfer the applicable 1031 Assets to the EAT at Closing as directed in writing by Buyer and (iv) if such an assignment is made by Buyer to a QI, Seller agrees to accept payment of all or a portion of the Purchase Price from the QI. 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 to a QI or to an EAT, as applicable, 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 given to the other Party as a result of the Like-Kind Exchange. Neither Party shall be obligated to pay any additional costs or incur any additional obligations under this Agreement if such costs are the result of the other Party’s Like-Kind Exchange, and each Party shall hold harmless and indemnify the other Party from and against all Losses, if any, resulting from such a Like-Kind Exchange.this

1031 Exchange. Seller reserves the 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)(41.103l(k)-l(g)(4)(v) of the Treasury Regulations) to accomplish this Transaction, in whole or in part, in a manner that will intended to comply with the requirements of a like-kind exchange (“"Like-Kind Exchange”") pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended ("Code. Buyer reserves the right, at or prior to Closing, to assign its rights under this Agreement and all or a portion of the 1031 Assets to a QI"). If Seller or Buyer so elects, Seller or Buyer may assign its rights under this Agreement with respect to the applicable 1031 Assets to the QI. Each Party Buyer hereby (i) consents to the other Party’s Seller's assignment of its rights in this Agreement with respect to the applicable 1031 Assets, and (ii) if such an assignment is made by Sellermade, Buyer agrees to pay all or a portion of the 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 Seller and delivering documents, to permit the other Party to effect the exchange described in this Section. The Parties Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI shall not release either Party from any of its respective liabilities and obligations to the each other Party or expand any such respective liabilities or obligations of the other Party under this Agreement. Neither Party represents to the other that any particular tax treatment will be given to the other either Party as a result of the a Like-Kind Exchange. Neither Party Buyer shall not be obligated to pay any additional costs or incur any additional obligations under this Agreement if such costs are the result of the other Party’s resulting from Seller's Like-Kind Exchange, and each Party Seller shall hold harmless and indemnify the other Party Buyer from and against all Lossesclaims, losses and liabilities (including reasonable attorneys' fees, court costs and related expenses), if any, resulting from such a Like-Kind Exchange.

1031 Exchange. Subject to the further provisions of this Section 2.5, Seller reserves the right, subject to notification to Buyer at least ten (10) days prior to Closing, 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)(41.1031(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 like-kind exchange (“Like-Kind Exchange”) pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (“Code”). Buyer reserves Subject to the rightfurther provisions of this Section 2.5, at or prior to Closing, to assign its rights under this Agreement and all or a portion of the 1031 Assets to a QI. If 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 Buyer hereby (i) consents to the other PartySeller’s assignment of its rights in this Agreement with respect to the applicable 1031 Assets, and (ii) if such an assignment is made by Sellermade, Buyer agrees to pay all or a portion of the Purchase Price into the qualified trust QI account at Closing as directed in writing by Seller. Each Party agrees to take all actions reasonably required of it; provided, includinghowever, but not limited to, executing that (a) Seller and delivering documents, to permit the other Party to effect the exchange described in this Section. The Parties Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI shall not release relieve either Party from any of its respective liabilities and obligations to the other Party or expand any such respective liabilities or obligations of the other Party under this Agreement. Neither ; (b) neither Party represents to the other that any particular tax treatment will be given to the other either Party as a result of the Like-Kind Exchange. Neither Party ; (c) Buyer shall not be obligated to pay any additional costs or incur any additional obligations under this Agreement if such costs are in its purchase of the Assets as a result of the other PartySeller’s Like-Kind Exchange, ; (d) Buyer shall incur no delay in Closing as a result of the Like-Kind Exchange; and each Party (e) Seller shall hold Buyer and its affiliates harmless and indemnify the other Party Buyer and its affiliates from and against all Lossesclaims, losses and liabilities (including reasonable attorneys’ fees, court costs and related expenses), if any, resulting from such a Like-Kind Exchange and the transactions undertaken as a result of such Like-Kind Exchange. Seller’s indemnification obligations under this Section 2.5 are not subject to limitation or qualifications contained in Article 15.

1031 Exchange. Each individual constituent party of Seller reserves the right, at or prior to Closing, to assign its rights under this Agreement with respect to all or a portion of the Purchase Price, Price to be otherwise received by such party and that portion of the Assets associated therewith (“1031 Assets”), ) to a Qualified Intermediary qualified intermediary (“QI”) (as that term is defined in Section 1.1031(k)-1(g)(4) of the Treasury Regulations) to accomplish this Transactiontransaction, in whole or in part, in a manner that will comply with the requirements of a like-like kind exchange (“Like-Like Kind Exchange”) pursuant to Section 1031 of the Code; provided each such party shall deliver written notice of its intention to effect a Like Kind Exchange to Buyer no later than five (5) days prior to the Closing Date. Buyer reserves the right, at or prior to Closing, to assign its rights under this Agreement and all or a portion of the 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 (i1) consents to the other Partyeach such party’s assignment of its rights (but not its obligations) in this Agreement with respect to the applicable 1031 AssetsAssets to a QI, and (ii2) if such an assignment is made by Seller, Buyer agrees to pay all or a portion of the 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 such party to effect the exchange described in this SectionSection 8.07. The Parties parties acknowledge and agree that a whole or partial assignment of this Agreement to a QI shall not release either Party any party from any of its respective liabilities and obligations to the other Party party or expand any liabilities or obligations of to the other Party party under this Agreement. Neither Party represents Buyer does not represent to the other Seller that any particular tax treatment will be given to the other Party Seller as a result of the Like-Like Kind Exchange. Neither Party Buyer shall not be obligated to pay any additional costs or incur any additional obligations under this Agreement if such costs are cost is the result of the other Party’s Like-a Like Kind Exchange, Exchange by a Seller party and each Party Seller party effecting a Like Kind Exchange shall hold harmless and indemnify the other Party Buyer from and against all Losseslosses, if any, resulting from such a Like-Like Kind Exchange.

1031 Exchange. Seller reserves the rightEither party hereto may elect to seek to structure its purchase or sale, at or prior to Closingas applicable, 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 Properties as a Qualified Intermediary (“QI”) (as that term is defined in Section 1.1031(k)-1(g)(4) of the Treasury Regulations) to accomplish this Transaction, in whole or in part, in a manner that will comply with the requirements of a liketax-kind deferred exchange (“Like-Kind Exchange”) pursuant to Section 1031 of the CodeInternal Revenue Code of 1986, as amended, and the treasury regulations promulgated thereunder (“1031 Exchange”), subject to the limitations set forth herein. Buyer reserves Each party shall reasonably cooperate with the rightother, at or prior no cost to Closingsuch cooperating party, to assign its rights under this Agreement and all or a portion of in connection with the 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 a portion of the 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 itsame, including, but not limited to, executing and delivering documents, a consent to permit the other Party to effect the exchange described in this Section. The Parties acknowledge and agree that a whole or partial an assignment of this Agreement to a QI shall qualified exchange intermediary of rights (but 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 obligations) under this Agreement. Neither Party represents ; provided that (i) the party desiring to effectuate a 1031 Exchange shall notify the other party of the same not later than ten (10) days prior to the other that any particular tax treatment will be given to the other Party as a result of the Like-Kind Exchange. Neither Party Closing, (ii) neither party shall be obligated required to pay any additional costs or incur any additional liabilities or financial obligations as a consequence of such cooperation, (iii) neither party shall be relieved of its obligations, representations or warranties under this Agreement if such costs are the result Agreement, (iv) any attempt to structure an acquisition or sale of the Properties as a 1031 Exchange shall not be a condition to, and shall not delay or extend, the Closing (except for Seller’s express right to extend the Closing Date as set forth in Section 4.1 above), and (v) neither party shall be required to acquire title to any property other Party’s Likethan the Properties. Any risk that such an exchange or conveyance might not qualify as a tax-Kind Exchangedeferred transaction shall also be borne solely by the party seeking to effectuate the same, and each Party shall hold harmless and indemnify party acknowledges that the other Party has not provided, and will not provide, any tax, accounting, legal or other advice regarding the efficacy of any attempt to structure the transaction as a 1031 Exchange. Each party hereby agrees to save, protect, defend, indemnify and hold the other harmless from any and against all Losseslosses, if anycosts, resulting from such claims, liabilities, penalties, and expenses, including, without limitation, reasonable attorneys’ fees, fees of accountants and other experts, and costs of any judicial or administrative proceeding or alternative dispute resolution to which the other may be exposed, due to any attempt by the indemnifying party to structure the transaction as a Like-Kind 1031 Exchange. The provisions of this Section 10.23 shall survive the Closing.

1031 Exchange. If either Seller reserves the right, at or prior Purchaser wishes 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) of the Treasury Regulations) to accomplish this Transaction, in whole or in part, in a manner that will comply with the requirements of enter into a like-kind exchange (“Like-Kind Exchange”either simultaneous with the Closing or deferred) pursuant with respect to the Property under Section 1031 of the CodeCode (“Exchange”), the other Party shall cooperate in all reasonable respects to effectuate the Exchange, including the execution of documents; provided (i) the cooperating Party shall incur no liability or expense related to the Exchange and (ii) the Closing shall not be contingent upon, nor extended or delayed by, such Exchange (other than as expressly provided in this Section 16.16). Buyer reserves Purchaser’s or Seller’s cooperation shall include, but not be limited to, permitting the right, at or prior to Closing, to assign its rights under this Agreement and all or a portion assignment of the 1031 Assets to a QI. If Seller or Buyer so elects, Seller or Buyer may assign its rights under this Agreement to a qualified intermediary (as defined in Treasury Regulation Section 1.1031 (k)-1(g)(4)(iii)) (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 or permitting an assignment is made by Seller, Buyer agrees to pay all or a portion of the 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 to a QI to effectuate the Exchange and/or entering into an agreement with a QI for the acquisition of the Property (or interests in the Property) and permitting the assignment of rights under this Agreement to two or more assignees as tenants in common in connection with the Exchange (which may involve the conveyance of a tenancy in common interest immediately prior to Closing to facilitate a “drop and swap” transaction), provided that Purchaser or Seller, as the case may be, shall not release either remain obligated for all of the terms and conditions hereunder. Seller represents that Seller shall be the “Exchangor” under an Exchange for the Property, as the “Relinquished Property”, and shall be the purchasing entity for the “Replacement Property” in such Exchange, as all such terms are used and defined in similar Exchanges. Each Party from any of acknowledges and agrees that in the event the other Party requires additional time in order to effectuate its respective liabilities and obligations Exchange, the requesting Party shall have the one-time right, in its sole discretion, to extend the Closing Date for up to thirty (30) days by delivering written notice to the other Party on or expand any liabilities or obligations of the other Party under this Agreement. Neither Party represents before five (5) days prior to the other that any particular tax treatment will be given to the other Party as a result of the Like-Kind Exchangeoriginally scheduled Closing Date. Neither The exchanging Party shall be obligated responsible for all agreements, documents and escrow instructions and no substitution of or assignment to pay another party to effectuate such exchange shall release any additional costs other Party from its obligations, warranties or incur any additional obligations under this Agreement if such costs are the result of the other Party’s Like-Kind Exchange, and each Party shall hold harmless and indemnify the other Party or from and against all Losses, if any, resulting liability from such a Like-Kind Exchangeany prior or subsequent default.

1031 Exchange. Seller reserves the 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 Properties associated therewith (“1031 Assets”), to a Qualified Intermediary (“QI”) (as that term is defined in Section 1.1031(k)-1(g)(4) of the Treasury Regulations) (the “QI”) to accomplish this Transactiontransaction, in whole or in part, in a manner that will comply with the requirements of as a like-kind exchange (“Like-Kind Exchange”) pursuant to under Section 1031 of the Internal Revenue Code of 1986, as amended (“Code”). Buyer reserves the right, at or prior to Closing, to assign its rights under this Agreement and all or a portion of the 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 (ia) consents to the other PartySeller’s assignment of its rights in this Agreement with respect to the applicable 1031 Assets, and (iib) if such an assignment is made by Sellermade, provided Buyer received timely notice thereof, Buyer agrees to pay all or a portion of the Purchase Price into the a qualified trust account at Closing as directed in writing by Seller. Each Party agrees Buyer likewise reserves the right, at or prior to take all actions reasonably required of it, including, but not limited to, executing and delivering documentsClosing, to permit the other Party to effect the exchange described assign all or a portion of its rights in this SectionAgreement to a QI or to Buyer’s Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (the “EAT”) in connection with effecting a Like-Kind Exchange. The Parties Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI or EAT shall not release either Party from or expand any of its their respective liabilities and obligations to the each 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 given to the other Party as a result of the Like-Kind Exchange. Neither Party shall be obligated to pay any additional costs or incur any additional obligations under this Agreement if such costs are the as a result of the other Party’s any Like-Kind Exchange, Exchange effected by the other Party and each Party shall agrees to hold harmless and indemnify the other Party from and against all Lossesclaims, losses and liabilities, if any, resulting from such a Like-Kind Exchange.

1031 Exchange. Seller reserves the 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)(41.1031(k)-1(g)(4)(v) of the Treasury Regulations) to accomplish this TransactionClosing, in whole or in part, in a manner that will comply with the requirements of a like-kind exchange (“Like-Kind Exchange”) pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (“Code. Buyer reserves the right, at or prior to Closing, to assign its rights under this Agreement and all or a portion of the 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 Buyer hereby (i) consents to the other PartySeller’s assignment of its rights in this Agreement with respect to the applicable 1031 Assets, and (ii) if such an assignment is made by Sellermade, Buyer agrees to pay all or a portion of the 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 Seller and delivering documents, to permit the other Party to effect the exchange described in this Section. The Parties Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI shall not release either Party from any of its respective liabilities and obligations to the each other Party or expand any such respective liabilities or obligations of the other Party under this Agreement. Neither Party represents to the other that any particular tax treatment will be given to the other either Party as a result of the Like-Kind Exchange. Neither Party Buyer shall not be obligated to pay any additional costs or incur any additional obligations under this Agreement in its sale of the Assets if such costs are the result of the other PartySeller’s Like-Kind Exchange, and each Party Seller shall hold harmless and indemnify the other Party Buyer from and against all Lossesclaims, losses and liabilities, if any, any resulting from such a Like-Kind Exchange. Executed this 7th day of December, 2005. SELLER: XXXXXXX RESOURCES, LLC /s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx, Xx. Manager BUYER KODIAK OIL & GAS (USA), INC. /s/ Xxxx X. Xxxxxxxx Xxxx X. Xxxxxxxx President STATE OF COLORADO CITY AND COUNTY OF DENVER ) ) ) ss. The foregoing instrument was acknowledged before me this 7th day of December, 2005 by Xxxxxx X. Xxxxxxx, Xx., as Manager of Xxxxxxx Resources, LLC, a Colorado limited liability company, on behalf of the company. Witness my hand and official seal. My commission expires: ______________________________ ____________________________ Notary Public STATE OF COLORADO CITY AND COUNTY OF DENVER ) ) ) ss. The foregoing instrument was acknowledged before me this 7thn day of December, 2005 by Xxxx X. Xxxxxxxx as President of Kodiak Oil & Gas (USA), Inc., a Colorado corporation, on behalf of the company. Witness my hand and official seal. My commission expires: ______________________________ ____________________________ Notary Public EXHIBIT C ASSIGNMENT, XXXX OF SALE AND CONVEYANCE THIS ASSIGNMENT, XXXX OF SALE AND CONVEYANCE (“Assignment”), dated effective November 1, 2005 at 7:00 a.m. local time (the “Effective Time”), is from Xxxxxxx Resources, LLC, a Colorado limited liability company whose address is 0000 Xxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 (“Assignor”) to Kodiak Oil & Gas (USA), Inc., a Colorado Corporation, whose address is 0000 Xxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 (“Assignee”). For $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby sells, assigns, transfers, grants, bargains, conveys to Assignee all of Assignor’s right, title and interest, in and to the following (all of which are called the “Assets”):

1031 Exchange. Seller reserves the 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)(41.1031(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 like-kind exchange (“Like-Kind Exchange”) pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (“Code. Buyer reserves the right, at or prior to Closing, to assign its rights under this Agreement and all or a portion of the 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 Buyer hereby (i) consents to the other PartySeller’s assignment of its rights in this Agreement with respect to the applicable 1031 Assets, and (ii) if such an assignment is made by Sellermade, Buyer agrees to pay all or a portion of the 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 Seller and delivering documents, to permit the other Party to effect the exchange described in this Section. The Parties Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI shall not release either Party from any of its respective liabilities and obligations to the each other Party or expand any such respective liabilities or obligations of the other Party under this Agreement. Neither Party represents to the other that any particular tax treatment will be given to the other either Party as a result of the a Like-Kind Exchange. Neither Party Buyer shall not be obligated to pay any additional costs or incur any additional obligations under this Agreement if such costs are the result of the other Partyresulting from Seller’s Like-Kind Exchange, and each Party Seller shall hold harmless and indemnify the other Party Buyer from and against all Lossesclaims, losses and liabilities (including reasonable attorneys’ fees, court costs and related expenses), if any, resulting from such a Like-Kind Exchange.

1031 Exchange. Seller may desire to structure this transaction so that this transaction may be accomplished in a manner that will comply with the requirements of a like-kind exchange ("Like-Kind Exchange") pursuant to Section 1031 of the Code. Seller reserves the 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 Interests associated therewith (“"1031 Assets”"), to a Qualified Intermediary (“QI”) (as that term is defined in Section 1.1031(k)-1(g)(41.1031(k)-1(g)(4)(iii) of the Treasury Regulations) to accomplish part of this Transactiontransaction in a manner that will comply, either in whole or in part, in a manner that will comply with the requirements of a like-kind exchange (“Like-Kind Exchange”) pursuant . Pursuant to this Section and a 1031 of the Code. Buyer reserves the right, at or prior Exchange Agreement to Closing, to assign its rights under this Agreement and all or a portion of the 1031 Assets to a QI. If Seller or Buyer so electsbe executed contemporaneously herewith, Seller or Buyer may assign its rights to the 1031 Assets under this Agreement to the applicable 1031 Assets to the QIQualified Intermediary. Each Party hereby Buyer here (i) consents to the other Party’s Seller's assignment of its rights in this Agreement with respect to the applicable 1031 Assets, and (ii) if such an assignment is made by Sellermade, Buyer agrees to pay all or a portion of the Purchase Price into the qualified trust account at Closing as directed set forth 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 Section1031 Exchange Agreement. The Parties acknowledge and agree that a whole or partial assignment of this Agreement to a QI Qualified Intermediary shall not release either Party from any of its their respective liabilities and obligations to the each other Party or expand any such respective liabilities or obligations of the other Party under this Agreement. Neither , and that neither Party represents to the other that any particular tax treatment will be given to the other either Party as a result thereof. Buyer shall not be obligated to pay any additional costs or include any additional obligations as a result of the Like-Kind Exchange. Neither Party shall be obligated to pay any additional costs or incur any additional obligations under this Agreement if such costs are the result of the other Party’s Like-Kind Exchange, and each Party Seller shall indemnify and hold Buyer harmless and indemnify the other Party from and against all Lossesclaims, losses and liabilities, if any, any resulting from such a Like-Kind Exchange.

1031 Exchange. Seller reserves the 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)(41.1031(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 like-kind exchange (“"Like-Kind Exchange”") pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended ("Code. Buyer reserves the right, at or prior to Closing, to assign its rights under this Agreement and all or a portion of the 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 Buyer hereby (i) consents to the other Party’s Seller's assignment of its rights in this Agreement with respect to the applicable 1031 Assets, and (ii) if such an assignment is made by Sellermade, Buyer agrees to pay all or a portion of the 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. Each Party agrees to take all actions reasonably required of it, including, but not limited to, executing Seller and delivering documents, to permit the other Party to effect the exchange described in this Section. The Parties Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI shall not release either Party from any of its respective liabilities and obligations to the each other Party or expand any such respective liabilities or obligations of the other Party under this Agreement. Neither Party represents to the other that any particular tax treatment will be given to the other either Party as a result of the Like-Kind Exchange. Neither The Party not participating in the Like-Kind Exchange shall not be obligated to pay any additional costs or incur any additional obligations under this Agreement in its sale of the Assets if such costs are the result of the other Party’s 's Like-Kind Exchange, and each the Party participating in the Like-Kind Exchange shall hold harmless and indemnify the other Party from and against all Lossesclaims, losses and liabilities, if any, resulting from such a Like-Kind Exchange.