Common use of 1031 Exchange Clause in Contracts

1031 Exchange. Seller acknowledges that Buyer may engage in a tax- deferred exchange (the “Exchange”) pursuant to Section 1031 of the Code with respect to Buyer’s acquisition of any Property. As an accommodation to Buyer, Seller agrees to cooperate with Buyer in connection with the Exchange, and hereby consents to the assignment of this Agreement to the qualified intermediary, but only on the condition that (i) the Exchange shall not delay Closing, (ii) the consummation or accomplishment of the Exchange shall not be a condition precedent or condition subsequent to Buyer’s obligations under this Agreement, (iii) Seller shall have no obligation to take title to any property in connection with the Exchange, (iv) Seller shall not be required to incur any obligations or liabilities in connection with the Exchange, (v) Buyer shall not be released of its obligations under this Agreement as a result of the Exchange, (vi) Buyer shall provide notice to Seller of the Exchange at least ten (10) business days prior to Closing, and (vii) Buyer shall reimburse Seller for Seller’s reasonable costs and expenses, if any, incurred in connection with the Exchange. Seller shall have no obligation to execute any documents or to undertake any action by which Seller would or might incur any liability or obligation not otherwise provided for in the other provisions of this Agreement. Buyer shall indemnify and defend Seller and hold Seller harmless from and against any and all claims, damages, liabilities, losses, costs and expenses, including, without limitation, attorneys’ fees and costs, arising out of or in any way connected with the Exchange.

1031 Exchange. Seller Buyer acknowledges that Buyer Existing Owner may engage in a tax- tax-deferred exchange (the “Exchange”) pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, with respect to BuyerExisting Owner’s acquisition disposition of any the applicable Property. As an accommodation to BuyerSeller, Seller Buyer agrees to cooperate with Buyer Existing Owner in connection with the Exchange, and hereby consents to the assignment of this Agreement to the qualified intermediary, but only on the condition that (i) the Exchange shall not delay Closing, (ii) the consummation or accomplishment of the Exchange shall not be a condition precedent or condition subsequent to BuyerSeller’s obligations under this Agreement, (iii) Seller shall have no obligation to take title to any property in connection with the Exchange, (iv) Seller Buyer shall not be required to incur any obligations or liabilities in connection with the Exchange, (viv) Buyer Seller shall not be released of its obligations under this Agreement as a result of the Exchange, (viv) Buyer Seller shall provide notice to Seller Buyer of the Exchange at least ten (10) business days prior to Closing, and (viivi) Buyer Existing Owner shall reimburse Seller Buyer for SellerBuyer’s reasonable costs and expenses, if any, incurred in connection with the Exchange. Seller Buyer shall have no obligation to execute any 45 documents or to undertake any action by which Seller Buyer would or might incur any liability or obligation not otherwise provided for in the other provisions of this Agreement. Buyer Seller shall indemnify and defend Seller Buyer and hold Seller Buyer harmless from and against any and all claims, damages, liabilities, losses, costs and expenses, including, without limitation, attorneys’ fees and costs, arising out of or in any way connected with the Exchange.

1031 Exchange. Seller Buyer acknowledges that Buyer Existing Owner may engage in a tax- tax-deferred exchange (the “Exchange”) pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, with respect to BuyerExisting Owner’s acquisition disposition of any the applicable Property. As an accommodation to BuyerSeller, Seller Buyer agrees to cooperate with Buyer Existing Owner in connection with the Exchange, and hereby consents to the assignment of this Agreement to the qualified intermediary, but only on the condition that (i) the Exchange shall not delay Closing, (ii) the consummation or accomplishment of the Exchange shall not be a condition precedent or condition subsequent to BuyerSeller’s obligations under this Agreement, (iii) Seller shall have no obligation to take title to any property in connection with the Exchange, (iv) Seller Buyer shall not be required to incur any obligations or liabilities in connection with the Exchange, (viv) Buyer Seller shall not be released of its obligations under this Agreement as a result of the Exchange, (viv) Buyer Seller shall provide notice to Seller Buyer of the Exchange at least ten (10) business days prior to Closing, and (viivi) Buyer Existing Owner shall reimburse Seller Buyer for SellerBuyer’s reasonable costs and expenses, if any, incurred in connection with the Exchange. Seller Buyer shall have no obligation to execute any documents or to undertake any action by which Seller Buyer would or might incur any liability or obligation not otherwise provided for in the other provisions of this Agreement. Buyer Seller shall indemnify and defend Seller Buyer and hold Seller Buyer harmless from and against any and all claims, damages, liabilities, losses, costs and expenses, including, without limitation, attorneys’ fees and costs, arising out of or in any way connected with the Exchange.

1031 Exchange. Seller acknowledges that Buyer shall have the right to assign its respective rights under this Agreement (but without release of Seller’s obligations herein) to a third party who may engage act as a “qualified intermediary” with respect to the Property in a tax- deferred exchange (accordance with the “Exchange”) pursuant to provisions of Section 1031 of the Internal Revenue Code with respect to Buyer’s acquisition of any Property. As an accommodation to Buyer1986, Seller agrees to cooperate with Buyer in connection with the Exchangeas amended, and hereby consents the Treasury Regulations promulgated thereunder (an “Exchange”), provided that: (a) such exchange shall be accomplished at no additional expense or delay to the assignment of this Agreement to the qualified intermediary, but only on the condition that Purchaser; (i) the Exchange shall not delay Closing, (iib) the consummation or accomplishment of the Exchange shall not be a condition precedent or condition subsequent to BuyerSeller’s obligations under this Agreement; (c) notwithstanding any such assignment, Seller shall be and remain liable for the performance of all of the obligations of “Seller” under this Agreement and all Purchase Documents, it being agreed that in no event shall any actual or proposed Exchange limit or affect the obligations or liabilities of Seller under this Agreement or the Purchase Documents; and (iiid) Seller shall have no obligation be solely responsible for, and Seller agrees to take title to indemnify Purchaser against, any property in connection with costs, expenses, claims and liabilities resulting from structuring the Exchangetransaction as an exchange, (iv) Seller shall not be required to incur any obligations or liabilities in connection with the Exchange, (v) Buyer shall not be released of its obligations under this Agreement rather than as a result of direct purchase. In addition to the Exchangeforegoing, (vi) Buyer shall provide notice upon request by Seller, Purchaser agrees to Seller of the Exchange reasonably cooperate, at least ten (10) business days prior no out-of-pocket cost to ClosingPurchaser, and (vii) Buyer shall reimburse Seller for Seller’s reasonable costs and expenses, if any, incurred in connection with the Exchange. Seller shall have no obligation to execute any documents or to undertake any action by which Seller would or might incur any liability or obligation not otherwise provided for other respects in the other provisions of this Agreement. Buyer shall indemnify and defend event that Seller and hold Seller harmless from and against any and all claims, damages, liabilities, losses, costs and expenses, including, without limitation, attorneys’ fees and costs, arising out of or in any way connected elects to accomplish a Section 1031 exchange with respect to the ExchangeProperty.

1031 Exchange. Seller Buyer acknowledges that Buyer Seller may engage in a tax- tax-deferred exchange (the “Exchange”) pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, with respect to BuyerSeller’s acquisition disposition of any the applicable Property. As an accommodation to BuyerSeller, Seller Buyer agrees to cooperate with Buyer Seller in connection with the Exchange, and hereby consents to the assignment of this Agreement to the qualified intermediary, but only on the condition that (i) the Exchange shall not delay Closing, (ii) the consummation or accomplishment of the Exchange shall not be a condition precedent or condition subsequent to BuyerSeller’s obligations under this Agreement, (iii) Seller shall have no obligation to take title to any property in connection with the Exchange, (iv) Seller Buyer shall not be required to incur any obligations or liabilities in connection with the Exchange, (viv) Buyer Seller shall not be released of its obligations under this Agreement as a result of the Exchange, (viv) Buyer Seller shall provide notice to Seller Buyer of the Exchange at least ten (10) business days prior to Closing, and (viivi) Buyer Seller shall reimburse Seller Buyer for SellerBuyer’s reasonable costs and expenses, if any, incurred in connection with the Exchange. Seller Buyer shall have no obligation to execute any documents or to undertake any 46 action by which Seller Buyer would or might incur any liability or obligation not otherwise provided for in the other provisions of this Agreement. Buyer Seller shall indemnify and defend Seller Buyer and hold Seller Buyer harmless from and against any and all claims, damages, liabilities, losses, costs and expenses, including, without limitation, attorneys’ fees and costs, arising out of or in any way connected with the Exchange. 31.

1031 Exchange. Seller acknowledges that Buyer may engage in a tax- tax-deferred exchange (the “Exchange”) pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, with respect to Buyer’s acquisition of any the Property. As an accommodation to Buyer, Seller agrees to cooperate with Buyer in connection with the Exchange, and hereby consents to the assignment of this Agreement to the qualified intermediary, but only on the condition that (i) the Exchange shall not delay Closing, (ii) the consummation or accomplishment of the Exchange shall not be a condition precedent or condition subsequent to Buyer’s obligations under this Agreement, (iii) Seller shall have no obligation to take title to any property in connection with the Exchange, (iv) Seller shall not be required to incur any obligations or liabilities in connection with the Exchange, (v) Buyer shall not be released of its obligations under this Agreement as a result of the Exchange, (vi) Buyer shall provide notice to Seller of the Exchange at least ten (10) business days prior to Closing, and (vii) Buyer shall reimburse Seller for Seller’s reasonable costs and expenses, if any, incurred in connection with the Exchange. Seller shall have no obligation to execute any documents or to undertake any action by which Seller would or might incur any liability or obligation not otherwise provided for in the other provisions of this Agreement. Buyer shall indemnify and defend Seller and hold Seller harmless from and against any and all claims, damages, liabilities, losses, costs and expenses, including, without limitation, attorneys’ fees and costs, arising out of or in any way connected with the Exchange.

1031 Exchange. Buyer agrees to reasonably cooperate with ------------- Seller acknowledges that Buyer by executing such documents or taking such action as may engage be reasonably required in connection with a tax- deferred tax free exchange (the “Exchange”) pursuant to Section 1031 of the Internal Revenue Code with respect to Buyer’s acquisition of any Property. As an accommodation to Buyer, Seller agrees to cooperate with Buyer in connection with the Exchange, and hereby consents to the assignment of this Agreement to the qualified intermediary, but only on the condition 1986 as amended provided that (i) the Exchange transaction contemplated by this Agreement shall not delay Closing, be conditioned upon completion of such exchange; (ii) the consummation or accomplishment of the Exchange Buyer shall not be a condition precedent required to execute any agreements or condition subsequent to Buyer’s obligations under this Agreement, (iii) Seller shall have no obligation to take title to acquire any property in connection with the Exchange, (iv) Seller exchange and shall not be required to incur take title to any obligations or liabilities real property, other than the Property, in connection with the Exchange, exchange; (viii) any inconsistency between the provisions of any documents executed in connection with the proposed exchange and the provisions of this Agreement shall be governed by this Agreement; (iv) Buyer shall not be released of its obligations under this Agreement as a result of the Exchange, (vi) Buyer shall provide notice to Seller of the Exchange at least ten (10) business days prior to Closing, and (vii) Buyer shall reimburse Seller for Seller’s reasonable costs and expenses, if any, incurred in connection with the Exchange. Seller shall have no obligation to execute any documents or to undertake any action by which Seller would or might incur any liability or obligation not otherwise provided for in cost by reason of the other provisions of this Agreement. exchange, and to the extent that any costs or expenses (including reasonable attorneys fees) are incurred by Buyer, Seller shall reimburse Buyer therefor on demand, and Seller shall indemnify and indemnify, defend Seller and hold Seller Buyer harmless from and against any or all obligations or liabilities or losses incurred by Buyer solely relating to the exchange; (v) in no event shall the Closing pursuant to this Agreement be delayed by Seller for more than twenty (20) business days by reason of the exchange; and (vi) any and all claimsrepresentations, damageswarranties, liabilities, losses, costs agreements and expenses, including, without limitation, attorneys’ fees and costs, arising out covenants made by Seller pursuant to this Agreement shall continue to be the obligation of or Seller regardless of the use of any intermediary in any way connected connection with the Exchangeproposed tax free exchange.

1031 Exchange. Seller Buyer acknowledges that Buyer Seller may engage in a tax- intend to effect an Internal Revenue Code Section 1031 Concurrent or Delayed (non-simultaneous) tax-deferred exchange (and that Seller shall have the “Exchange”) pursuant right to Section 1031 restructure all or a part of the Code with respect to Buyerwithin transaction as such an exchange for Seller’s acquisition of any Property. As an accommodation to Buyerbenefit, Seller and Buyer agrees to cooperate with Buyer in connection with the Exchange, and hereby consents to the assignment of this Agreement to the (but not act as accommodator or qualified intermediary) in any such exchange, but only on the condition provided that (i) the Exchange such cooperation shall not delay Closingbe at no further cost or liability to Buyer, (ii) the consummation or accomplishment restructuring of the Exchange within transaction shall not be a condition precedent or condition subsequent to Buyer’s obligations under this Agreementprevent the Close of Escrow nor delay the Close of Escrow except as expressly provided herein, (iii) Seller shall have no obligation to take title to any property in connection with the Exchange, (iv) Seller shall not be required to incur any obligations or liabilities in connection with the Exchange, (v) Buyer shall not be released of its obligations under this Agreement as a result of the Exchange, (vi) Buyer shall provide notice obligated to Seller of the Exchange at least ten (10) business days prior receive or acquire title to Closingany other property in connection with any such cooperation, and (viiiv) Seller indemnifies and holds Buyer shall reimburse Seller for Seller’s reasonable costs and expenses, if any, incurred in connection with the Exchange. Seller shall have no obligation to execute any documents or to undertake any action by which Seller would or might incur any liability or obligation not otherwise provided for in the other provisions of this Agreement. Buyer shall indemnify and defend Seller and hold Seller harmless from and against any and all claims, damages, liabilities, lossesdemands, costs and expensesliabilities suffered or incurred by Buyer (other than any legal fees incurred by Buyer, includingif any, in reviewing any proposed exchange documents) by reason of any such cooperation. Accordingly, Seller shall have the right to assign this Agreement and Seller’s rights hereunder to a qualified intermediary selected and designated by Seller, without limitationBuyer’s prior written consent, attorneys’ fees and costs, arising out provided however that no such assignment to Seller’s qualified intermediary shall relieve the herein-named Seller of or in any way connected with the Exchangeits obligations hereunder.

1031 Exchange. Seller acknowledges that Buyer may engage in a tax- tax-deferred exchange (the “Exchange”) pursuant to Section 1031 of the Code with respect to Buyer’s acquisition of any the Property. As an accommodation to Buyer, Seller agrees to cooperate with Buyer in connection with the Exchange, and hereby consents to the assignment of this Agreement to the qualified intermediary, but only on the condition that (i) the Exchange shall not delay Closing, (ii) the consummation or accomplishment of the Exchange shall not be a condition precedent or condition subsequent to Buyer’s obligations under this Agreement, (iii) Seller shall have no obligation to take title to any property in connection with the Exchange, (iv) Seller shall not be required to incur any obligations or liabilities in connection with the Exchange, (v) Buyer shall not be released of its obligations under this Agreement as a result of the Exchange, (vi) Buyer shall provide notice to Seller of the Exchange at least ten (10) business days prior to Closing, and (vii) Buyer shall reimburse Seller for Seller’s reasonable costs and expenses, if any, incurred in connection with the Exchange. Seller shall have no obligation to execute any documents or to undertake any action by which Seller would or might incur any liability or obligation not otherwise provided for in the other provisions of this Agreement. Buyer shall indemnify and defend Seller and hold Seller harmless from and against any and all claims, damages, liabilities, losses, costs and expenses, including, without limitation, attorneys’ fees and costs, arising out of or in any way connected with the Exchange.

1031 Exchange. Seller Buyer acknowledges that Buyer Seller may engage in a tax- tax-deferred exchange (the “Exchange”) pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, with respect to BuyerSeller’s acquisition disposition of any the applicable Property. As an accommodation to BuyerSeller, Seller Buyer agrees to cooperate with Buyer Seller in connection with the Exchange, and hereby consents to the assignment of this Agreement to the qualified intermediary, but only on the condition that (i) the Exchange shall not delay Closing, (ii) the consummation or accomplishment of the Exchange shall not be a condition precedent or condition subsequent to BuyerSeller’s obligations under this Agreement, (iii) Seller shall have no obligation to take title to any property in connection with the Exchange, (iv) Seller Buyer shall not be required to incur any obligations or liabilities in connection with the Exchange, (viv) Buyer Seller shall not be released of its obligations under this Agreement as a result of the Exchange, (viv) Buyer Seller shall provide notice to Seller Buyer of the Exchange at least ten (10) business days prior to Closing, and (viivi) Buyer Seller shall reimburse Seller Buyer for SellerBuyer’s reasonable costs and expenses, if any, incurred in connection with the Exchange. Seller Buyer shall have no obligation to execute any documents or to undertake any action by which Seller Buyer would or might incur any liability or obligation not otherwise provided for in the other provisions of this Agreement. Buyer Seller shall indemnify and defend Seller Buyer and hold Seller Buyer harmless from and against any and all claims, damages, liabilities, losses, costs and expenses, including, without limitation, attorneys’ fees and costs, arising out of or in any way connected with the Exchange.