Common use of 1031 Transaction Clause in Contracts

1031 Transaction. Notwithstanding anything to the contrary set forth herein, Seller may take such steps as Seller shall deem necessary or desirable to qualify the sale of each Property (or any portion thereof) under Section 1031 of the Internal Revenue Code, including the use of, and/or assignment of this Agreement to, a "qualified intermediary" within the meaning of Treas. Regs. § 1.1031(k)-(g)(4), or the use of any other multiparty arrangement described in Treas. Regs. § 1.1031(k)-1(g) and/or in accordance with revenue procedure 2000-37 (a "1031 Transaction"). Buyer shall reasonably cooperate (which cooperation shall be at Seller's sole cost and expense) in so structuring a 1031 Transaction, if so desired by Seller, provided that such structuring shall not affect Buyer's rights or obligations hereunder except to a de minimis extent. Notwithstanding anything to the contrary contained herein, in no event shall Buyer be required to accept title to any property other than the LLC Interest which shall only have title to the Centers in connection with any such 1031 Transaction. Seller agrees to indemnify Buyer from and against all losses resulting from any claim made against Buyer in connection with such 1031 Transaction by Seller. In addition, notwithstanding anything to the contrary contained herein, Buyer may take such steps as Buyer shall deem necessary or desirable to qualify the purchase of each Property (or any portion thereof) or the LLC Interest as a 1031 Transaction including a reverse 1031 Transaction. Notwithstanding anything to the contrary contained herein, Buyer expressly reserves the right to assign its rights, but not its obligations, hereunder to a "qualified intermediary" as provided in Treas. Regs. § 1.031(k)-1(g)(4) on or before the Closing Date. Seller shall cooperate (which cooperation shall be at Purchaser's expense) in so structuring a 1031 Transaction, including a reverse 1031 Transaction, if so desired by Purchaser, provided -39- that such structuring shall not affect Seller's rights hereunder except to a de minimis extent. Notwithstanding anything to the contrary contained herein, in no event shall Seller be required to accept any property other than cash in connection with any such 1031 Transaction from any entity in satisfaction of Purchaser's obligation to pay the Purchase Price. Buyer agrees to indemnify Seller from and against all losses resulting from any claim made against Seller in connection with such 1031 Transaction of Purchaser. The obligations of the Parties contained in this Section 20 shall survive the Closing.

1031 Transaction. Notwithstanding anything to the contrary set forth herein, Seller may take such steps as Seller shall deem necessary or desirable to qualify the sale of each Property (or any portion thereof) under Section 1031 of the Internal Revenue Code, including the use of, and/or assignment of this Agreement to, a "qualified intermediary" within the meaning of Treas. Regs. § Section 1.1031(k)-(g)(4), or the use of any other multiparty arrangement described in Treas. Regs. § Section 1.1031(k)-1(g) and/or in accordance with revenue procedure 2000-37 (a "1031 TransactionTRANSACTION"). Buyer Purchaser shall reasonably cooperate (which cooperation shall be at Seller's sole cost and expense) in so structuring a 1031 Transaction, if so desired by Seller, provided that such structuring shall not affect BuyerPurchaser's rights or obligations hereunder except to a de minimis DE MINIMIS extent. Notwithstanding anything to the contrary contained herein, in no event shall Buyer Purchaser be required to accept title to any property other than the LLC Interest which shall only have title to the Centers Property in connection with any such 1031 Transaction. Seller agrees to indemnify Buyer Purchaser from and against all losses resulting from any claim made against Buyer Purchaser in connection with such 1031 Transaction by Seller. In addition, notwithstanding anything to the contrary contained herein, Buyer Purchaser may take such steps as Buyer Purchaser shall deem necessary or desirable to qualify the purchase of each Property (or any portion thereof) or the LLC Interest as a 1031 Transaction including a reverse 1031 Transaction. Notwithstanding anything to the contrary contained herein, Buyer Purchaser expressly reserves the right to assign its rights, but not its obligations, hereunder to a "qualified intermediary" as provided in Treas. Regs. § Section 1.031(k)-1(g)(4) on or before the Closing Date. Seller shall cooperate (which cooperation shall be at Purchaser's expense) in so structuring a 1031 Transaction, including a reverse 1031 Transaction, if so desired by Purchaser, provided -39- that such structuring shall not affect Seller's rights hereunder except to a de minimis DE MINIMIS extent. Notwithstanding anything to the contrary contained herein, in no event shall Seller be required to accept any property other than cash in connection with any such 1031 Transaction from any entity in satisfaction of Purchaser's obligation to pay the Purchase Price. Buyer Purchaser agrees to indemnify Seller from and against all losses resulting from any claim made against Seller in connection with such 1031 Transaction of Purchaser. The obligations of the Parties contained in this Section 20 shall survive the Closing.

1031 Transaction. Notwithstanding anything to the contrary set forth herein, Seller may take such steps as Seller shall deem necessary or desirable to qualify the sale of each Property (or any portion thereof) under Section 1031 of the Internal Revenue Code, including the use of, and/or assignment of this Agreement to, a "qualified intermediary" within the meaning of Treas. Regs. § Section 1.1031(k)-(g)(4), or the use of any other multiparty arrangement described in Treas. Regs. § Section 1.1031(k)-1(g) and/or in accordance with revenue procedure 2000-37 (a 37(a "1031 TransactionTRANSACTION"). Buyer Purchaser shall reasonably cooperate (which cooperation shall be at Seller's sole cost and expense) in so structuring a 1031 Transaction, if so desired by Seller, provided that such structuring shall not affect BuyerPurchaser's rights or obligations hereunder except to a de minimis DE MINIMIS extent. Notwithstanding anything to the contrary contained herein, in no event shall Buyer Purchaser be required to accept title to any property other than the LLC Interest which shall only have title to the Centers Property in connection with any such 1031 Transaction. Seller agrees to indemnify Buyer Purchaser from and against all losses resulting from any claim made against Buyer Purchaser in connection with such 1031 Transaction by Seller. In addition, notwithstanding anything to the contrary contained herein, Buyer Purchaser may take such steps as Buyer Purchaser shall deem necessary or desirable to qualify the purchase of each Property (or any portion thereof) or the LLC Interest as a 1031 Transaction including a reverse 1031 Transaction. Notwithstanding anything to the contrary contained herein, Buyer Purchaser expressly reserves the right to assign its rights, but not its obligations, hereunder to a "qualified intermediary" as provided in Treas. Regs. § Section 1.031(k)-1(g)(4) on or before the Closing Date. Seller shall cooperate (which cooperation shall be at Purchaser's expense) in so structuring a 1031 Transaction, including a reverse 1031 Transaction, if so desired by Purchaser, provided -39- that such structuring shall not affect Seller's rights hereunder except to a de minimis DE MINIMIS extent. Notwithstanding anything to the contrary contained herein, in no event shall Seller be required to accept any property other than cash in connection with any such 1031 Transaction from any entity in satisfaction of Purchaser's obligation to pay the Purchase Price. Buyer Purchaser agrees to indemnify Seller from and against all losses resulting from any claim made against Seller in connection with such 1031 Transaction of Purchaser. The obligations of the Parties contained in this Section 20 shall survive the Closing.

1031 Transaction. Notwithstanding anything to the contrary set forth herein, Seller may take such steps as Seller shall deem necessary or desirable to qualify the sale of each Property any or all of the Properties (or any portion thereof) under Section 1031 of the Internal Revenue Code, including (i) the use of, and/or assignment of this Agreement to, a "“qualified intermediary" ” within the meaning of Treas. Regs. Treasury Regulations § 1.1031(k)-(g)(41.1031(k)-1(g)(4), or (ii) the use of any other multiparty arrangement described in Treas. Regs. Treasury Regulations § 1.1031(k)-1(g) and/or in accordance with revenue procedure 2000-37 37, or (iii) the assignment of the right to receive proceeds from the sale of any or all of the Properties (a "“1031 Transaction"”). Buyer shall reasonably cooperate (which cooperation shall be at Seller's sole cost and expense) Purchaser agrees to use reasonable efforts to accommodate Seller in so structuring effectuating a 1031 Transaction, if so desired by Seller; provided however, that (a) such transaction does not directly or indirectly reduce the Purchase Price, (b) such transaction will not delay or otherwise adversely affect the Closing, (c) there is no additional unreimbursed loss, cost, damage, tax, expense or adverse consequence incurred by Purchaser resulting from, or in connection with, such transaction, (d) Seller executes an indemnity agreement satisfactory to Seller pursuant to which Purchaser shall indemnify, save and hold harmless Purchaser of, from and against any such loss, cost, damage, tax, expense or adverse consequence (including attorneys’ fees), (e) all documents to be executed by Purchaser in connection with such exchange shall be subject to the approval of Purchaser, which approval shall not be unreasonably withheld provided that Seller has otherwise fully complied with the terms and provisions of this Section 12.15, and shall expressly state, without qualification, that Purchaser (x) is acting solely as an accommodating party to such structuring exchange, (y) shall not affect Buyer's rights have no liability with respect thereto, and (z) is making no representation or obligations hereunder except to warranty that the transactions qualify as a de minimis extent. Notwithstanding anything to tax-free exchange under Section 1031 of the contrary contained hereinCode or any applicable state or local laws, (f) in no event shall Buyer Purchaser be required obligated to accept title acquire any property or otherwise be obligated to take title, or appear in the records of title, to any property other than the LLC Interest which shall only have title to the Centers in connection with any such 1031 Transaction. Seller agrees to indemnify Buyer from and against all losses resulting from any claim made against Buyer in connection with such 1031 Transaction by Seller. In additionexchange, notwithstanding anything to the contrary contained herein, Buyer may take such steps as Buyer shall deem necessary or desirable to qualify the purchase of each Property and (or any portion thereofg) or the LLC Interest as a 1031 Transaction including a reverse 1031 Transaction. Notwithstanding anything to the contrary contained herein, Buyer expressly reserves the right to assign its rights, but not its obligations, hereunder to a "qualified intermediary" as provided in Treas. Regs. § 1.031(k)-1(g)(4) on or before the Closing Date. Seller shall cooperate pay all of the costs and expenses (which cooperation shall be at Purchaser's expenseincluding, without limitation, reasonable legal fees and expenses) in so structuring a 1031 Transaction, including a reverse 1031 Transaction, if so desired reasonably incurred by Purchaser, provided -39- that such structuring shall not affect Seller's rights hereunder except to a de minimis extent. Notwithstanding anything to Purchaser from and after the contrary contained herein, in no event shall Seller be required to accept any property other than cash date of this Agreement in connection with the consideration and/or consummation of any such 1031 Transaction from any entity in satisfaction of Purchaser's obligation to pay the Purchase Price. Buyer agrees to indemnify Seller from and against all losses resulting from any claim made against Seller in connection with such 1031 Transaction of Purchasertransaction. The obligations provisions of the Parties contained in this Section 20 12.15 shall survive the ClosingClosing or earlier termination of this Agreement.

1031 Transaction. Notwithstanding anything to the contrary set forth herein, Seller may take such steps as Seller shall deem necessary or desirable to qualify the sale of each Property (or any portion thereof) under Section 1031 of the Internal Revenue Code, including the use of, and/or assignment of this Agreement to, a "qualified intermediary" within the meaning of Treas. Regs. § Section 1.1031(k)-(g)(4), or the use of any other multiparty arrangement described in Treas. Regs. § Section 1.1031(k)-1(g) and/or in accordance with revenue procedure 2000-37 (a 37(a "1031 TransactionTRANSACTION"). Buyer Purchaser shall reasonably cooperate (which cooperation shall be at Seller's sole cost and expense) in so structuring a 1031 Transaction, if so desired by Seller, provided that such structuring shall not affect BuyerPurchaser's rights or obligations hereunder except to a de minimis DE MINIMIS extent. Notwithstanding anything to the contrary contained herein, in no event shall Buyer Purchaser be required to accept title to any property other than the LLC Interest which shall only have title to the Centers Property in connection with any such 1031 Transaction. Seller agrees to indemnify Buyer Purchaser from and against all losses resulting from any claim made against Buyer Purchaser in connection with such 1031 Transaction by Seller. In addition, notwithstanding anything to the contrary contained herein, Buyer Purchaser may take such steps as Buyer Purchaser shall deem necessary or desirable to qualify the purchase of each Property (or any portion thereof) or the LLC Interest as a 1031 Transaction including a reverse 1031 Transaction. Notwithstanding anything to the contrary contained herein, Buyer Purchaser expressly reserves the right to assign its rights, but not its obligations, hereunder to a "qualified intermediary" as provided in Treas. Regs. § Section 1.031(k)-1(g)(4) on or before the Closing Date. Seller shall cooperate (which cooperation shall be at Purchaser's expense) in so structuring a 1031 Transaction, including a reverse 1031 Transaction, if so desired by Purchaser, provided -39- that such structuring shall not affect Seller's rights hereunder except to a de minimis DE MINIMIS extent. Notwithstanding anything to the contrary contained herein, in no event shall Seller be required to accept any property other than cash in connection with any such 1031 Transaction from any entity in satisfaction of Purchaser's obligation to pay the Purchase Price. Buyer Purchaser agrees to indemnify Seller from and against all losses resulting from any claim made against Seller in connection with such 1031 Transaction of Purchaser. The obligations of the Parties contained in this Section 20 shall survive the Closing.[REMAINDER OF PAGE LEFT BLANK]