At Buyer’s election. Seller shall cooperate with Buyer in effecting a so-called Section 1031 like-kind exchange provided that (i) all costs and liabilities associated with such exchange shall be borne by Buyer; (ii) such cooperation shall not require Seller to take title to any real estate which is not the subject of this Agreement; (iii) such exchange shall not affect Buyer’s obligation to close in accordance with the terms hereof; and (iv) Buyer shall indemnify Seller from and against any and all liability arising out of such cooperation (including reasonable attorneys’ fees). The provisions of this paragraph shall survive the Closing hereunder.
At Buyer’s election. Buyer and Seller shall use diligent efforts and cooperate in good faith to obtain for Buyer (i) within twenty-five (25) days following the date hereof, an ALTA form Commitment for Title Insurance (each, a “Commitment”) from Fidelity National Title Insurance Company (the “Title Insurance Company”) and copies of all of the underlying documents referenced in the exceptions to such Commitments for the Owned Real Property listed on Schedule 5.9.3 (the “Listed Properties”) evidencing good and marketable title in accordance with this Agreement, and (ii) at the Closing, an ALTA owner’s standard coverage title policy (each, a “Title Policy”) insuring title in the Buyer for each Listed Property in accordance with this Agreement, subject only to Permitted Encumbrances, standard exceptions, conditions and stipulations appearing in the printed form of the policy, and matters which would have been shown on an accurate survey of the applicable Listed Property (collectively, “Permitted Title Exceptions”). Buyer shall be primarily responsible for ordering such Commitments promptly after the execution of this Agreement and shall be solely responsible for all expenses and premiums in connection with the issuance of such Commitments and Title Policies. If a Commitment discloses title exceptions other than Permitted Title Exceptions (hereinafter “Title Defects”), Buyer shall promptly notify Seller to give Seller a reasonable opportunity to correct such Title Defects or to have the Title Insurance Company commit to insure against loss or damage that may be occasioned by such Title Defects. In the event Buyer does not notify Seller of any Title Defects by June 20, 2012, then Buyer shall be deemed to have waived any objections thereto for purposes of the closing condition in Section 6.1.5 but not for purposes of Seller’s indemnification obligations.
At Buyer’s election. Buyer and the Seller Parties shall utilize the alternate procedure set forth in Revenue Procedure 2004-53 with respect to wage withholding for Transferred Employees.
