Common use of Cooperation with Respect to Like-Kind Exchange Clause in Contracts

Cooperation with Respect to Like-Kind Exchange. Buyer agrees that Seller may, at Seller’s election at or prior to the Closing Date, direct that all or a portion of the Purchase Price be delivered to a “qualified intermediary” (as defined in Treasury Regulation Section 1.1031(k) - 1(g)(4)) identified by Seller (a “Qualified Intermediary”) in order to enable Seller’s relinquishment of the Assets to qualify as part of a like-kind exchange of property covered by Section 1031 of the IRC and any corresponding state income Tax provision. If Seller so elects, Buyer shall cooperate with Seller in connection with Seller’s efforts to effect such like-kind exchange, which cooperation shall include, without limitation, taking such actions as Seller requests in order to enable Seller to qualify such transfer as part of a like-kind exchange of property covered by Section 1031 of the IRC (including any actions required to facilitate the use of a Qualified Intermediary.) Notwithstanding anything herein, the structuring of the transactions in a manner that qualifies the transactions as part of a like-kind exchange shall not be a condition to Closing. Buyer agrees that Seller may assign all or part of its rights and delegate all or part of its obligations under this Agreement to a Qualified Intermediary to qualify the transfer of the Assets as part of a like-kind exchange of property covered by Section 1031 of the IRC and any corresponding state income Tax provision. Any and all representations, obligations, agreements, warranties and covenants made by Seller to Buyer in connection with this Agreement shall remain in full force and effect and continue to inure to the benefit of Buyer, notwithstanding any assignment of this Agreement to a Qualified Intermediary in connection with such Section 1031 exchange. Nothing in this Section 11.2 shall in any manner relieve Seller from any of its obligations under this Agreement, and Seller shall remain primarily liable to Buyer pursuant to the terms of this Agreement. Buyer and Seller agree in good faith to use reasonable efforts to coordinate the transactions contemplated by this Agreement with any other transactions engaged in by either Buyer or Seller; provided that such efforts do not result in an unreasonable delay in the consummation of the transactions contemplated by this Agreement. Buyer’s cooperation and actions taken pursuant to this Section 11.2 shall not increase Buyer’s liabilities or obligations pursuant to the terms of this Agreement, and Seller shall indemnify and hold Buyer harmless from any out-of-pocket cost or expense (including but not limited to legal fees, opinions of counsel or other costs incurred in implementing any transaction under this Section 11.2), or any obligation or liability incurred by Buyer in connection with any action taken by Buyer under this Section 11.2 or such Section 1031 exchange. Notwithstanding anything to the contrary in this Section 11.2, in no event shall Seller transfer title to any of the Assets to any Person other than directly to Buyer or its designee.

Cooperation with Respect to Like-Kind Exchange. Buyer agrees that each Seller may, at Seller’s its election at or prior to the Closing Date, direct that all or a portion of the Purchase Price apportioned to its Assets be delivered to a “"qualified intermediary” " (as defined in Treasury Regulation Section 1.1031(k) - 1(g)(4)) identified by Seller (a “Qualified Intermediary”) in order as to enable Seller’s its relinquishment of the its Assets to qualify as part of a like-kind exchange of property covered by Section 1031 of the IRC and any corresponding state income Tax provisionIRC, so long as the portion of the Purchase Price delivered to the qualified intermediary in exchange for such Assets is consistent with Buyer's Allocation under Section 11.1 with respect to such Assets. If a Seller so elects, Buyer shall cooperate with such Seller (at no cost to Buyer) in connection with Seller’s its efforts to effect such like-kind exchange, which cooperation shall include, without limitation, include taking such actions as such Seller reasonably requests (but without Buyer being required to incur any out-of-pocket costs in the course thereof) in order to enable such Seller to qualify such transfer as part of a like-kind exchange of property covered by Section 1031 of the IRC (including any actions required to facilitate the use of a Qualified Intermediary.) Notwithstanding anything herein"qualified intermediary"), the structuring of the transactions in a manner that qualifies the transactions as part of a like-kind exchange shall not be a condition to Closing. and Buyer agrees that such Seller may assign all or part of its rights and delegate all or part of its obligations under this Agreement to a Qualified Intermediary Person acting as a qualified intermediary to qualify the transfer of the Assets as part of a like-kind exchange of property covered by Section 1031 of the IRC and any corresponding state income Tax provision. Any and all representationsIRC, obligationsprovided, agreementshowever, warranties and covenants made by Seller to Buyer in connection with this Agreement that no such assignment or delegation shall remain in full force and effect and continue to inure to the benefit relieve Sellers of Buyer, notwithstanding any assignment of this Agreement to a Qualified Intermediary in connection with such Section 1031 exchange. Nothing in this Section 11.2 shall in any manner relieve Seller from any of its their obligations under this Agreement, and Agreement nor shall legal title to any of the Assets transfer other than directly from a Seller shall remain primarily liable to Buyer pursuant to the terms of this AgreementBuyer. Buyer and Seller Sellers agree in good faith to use reasonable efforts to coordinate the transactions contemplated by this Agreement with any other transactions engaged in by either Buyer or SellerSellers in a manner consistent with this Section 11.2; provided that such efforts do are not result in required to include an unreasonable delay in the consummation of the transactions contemplated by this Agreement. Buyer’s cooperation and actions taken pursuant to this Section 11.2 shall not increase Buyer’s liabilities or obligations pursuant to the terms of this Agreement, and Seller shall indemnify and hold Buyer harmless from any out-of-pocket cost or expense (including but not limited to legal fees, opinions of counsel or other costs incurred in implementing any transaction under this Section 11.2), or any obligation or liability incurred by Buyer in connection with any action taken by Buyer under this Section 11.2 or such Section 1031 exchange. Notwithstanding anything to the contrary in this Section 11.2, in no event shall Seller transfer title to any of the Assets to any Person other than directly to Buyer or its designee.

Cooperation with Respect to Like-Kind Exchange. Buyer agrees that Seller may, at Seller’s 's election at or prior to the Closing Date, direct that Buyer to acquire any portion of the Assets by delivering all or a portion of the Purchase Price be delivered to a “"qualified intermediary” " (as defined in Treasury Regulation Section 1.1031(kRegulations ss. 1.1031 (k) - 1(g)(4(1)(g)(4)) identified by as to assist Seller (a “Qualified Intermediary”) in order to enable Seller’s structuring the relinquishment of the Assets to qualify as part of a like-kind exchange of property covered by Section 1031 of the IRC and any corresponding state income Tax provisionIRC. If Seller so elects, Buyer shall cooperate with Seller (but without being required to incur any out-of-pocket costs in the course thereof) in connection with Seller’s 's efforts to effect such like-kind exchange, which cooperation shall include, without limitation, taking such actions as Seller reasonably requests in order to enable Seller to qualify such transfer as part of a like-kind exchange of property covered by Section 1031 of the IRC (including any actions required to facilitate the use of a Qualified Intermediary.) Notwithstanding anything herein"qualified intermediary"), the structuring of the transactions in a manner that qualifies the transactions as part of a like-kind exchange shall not be a condition to Closing. and Buyer agrees that Seller may assign all or part of its rights and delegate all or part of its obligations under this Agreement to a Qualified Intermediary person or entity acting as a qualified intermediary to the extent necessary to qualify the transfer of the Assets as part of a like-kind exchange of property covered by Section 1031 of the IRC and any corresponding state income Tax provision. Any and all representationsIRC, obligationsprovided, agreementshowever, warranties and covenants made by Seller to Buyer in connection with this Agreement lat no such assignment shall remain in full force and effect and continue to inure to the benefit of Buyer, notwithstanding any assignment of this Agreement to a Qualified Intermediary in connection with such Section 1031 exchange. Nothing in this Section 11.2 shall in any manner relieve Seller from of any of its obligations under this Agreement, and Seller shall remain primarily liable to Buyer pursuant to the terms of this Agreement. Buyer and Seller agree in good faith to use reasonable efforts to coordinate the transactions contemplated by this Agreement with any other transactions engaged in by either Buyer or Seller; provided that lat such efforts do are not result in required to include an unreasonable delay in the consummation of the transactions contemplated by this Agreement. Buyer’s cooperation and actions taken pursuant Seller agrees to pay any additional Transaction Taxes that may be imposed as a result of any like-kind exchange contemplated by this Section 11.2 shall not increase Buyer’s liabilities or obligations pursuant and to the terms of this Agreement, and Seller shall indemnify and hold reimburse Buyer harmless from for any additional out-of-pocket cost or expense (including but not limited to legal fees, opinions of counsel or other costs incurred in implementing any transaction under this Section 11.2), or any obligation or liability fees and expenses incurred by Buyer in connection with any action taken by Buyer under this Section 11.2 or such Section 1031 exchange. Notwithstanding anything to the contrary in this Section 11.2, in no event shall Seller transfer title to any of the Assets to any Person other than directly to Buyer or its designee.

Cooperation with Respect to Like-Kind Exchange. Buyer agrees that Seller may, at Seller’s 's written election at or delivered to Buyer no later than five (5) days prior to the Closing Date, direct that all or a portion of the Purchase Price Initial Cash Payment be delivered to a “"qualified intermediary” (" as defined in Treasury Regulation Section 1.1031(kss.1.1031(k) - 1(g)(4)(g)(4) identified by Seller (a “Qualified Intermediary”) in order as to enable Seller’s 's relinquishment of the Acquired Assets to qualify as part of a like-kind exchange of property covered by Section 1031 of the IRC and any corresponding state income Tax provisionCode. If Seller so elects, Buyer shall reasonably cooperate with Seller (but without being required to incur any out-of-pocket costs in the course thereof) in connection with Seller’s 's efforts to effect such like-kind exchange, which cooperation shall include, without limitation, taking such actions as Seller reasonably requests in order to enable Seller to qualify such transfer as part of a like-kind exchange of property covered by Section 1031 of the IRC Code (including any actions reasonably required to facilitate the use of a Qualified Intermediary.) Notwithstanding anything herein"qualified intermediary"), the structuring of the transactions in a manner that qualifies the transactions as part of a like-kind exchange shall not be a condition to Closing. and Buyer agrees that Seller may assign all or part of its rights and delegate all or part of its obligations (but no obligations) under this Agreement to a Qualified Intermediary person or entity acting as a qualified intermediary to qualify the transfer of the Assets as part of a like-kind exchange of property covered by Section 1031 of the IRC and any corresponding state income Tax provision. Any and all representations, obligations, agreements, warranties and covenants made by Seller to Buyer in connection with this Agreement shall remain in full force and effect and continue to inure to the benefit of Buyer, notwithstanding any assignment of this Agreement to a Qualified Intermediary in connection with such Section 1031 exchange. Nothing in this Section 11.2 shall in any manner relieve Seller from any of its obligations under this Agreement, and Seller shall remain primarily liable to Buyer pursuant to the terms of this AgreementCode. Buyer and Seller agree in good faith to use reasonable efforts to coordinate the transactions contemplated by this Agreement with any other transactions engaged in by either Buyer or Seller; provided that such efforts do not shall, in no event, result in an unreasonable any delay in the consummation of the transactions contemplated by this Agreement. Buyer’s cooperation and actions taken pursuant to this Section 11.2 shall not increase Buyer’s liabilities or obligations pursuant to the terms of this Agreement, and Seller shall indemnify and hold Buyer harmless from any out-of-pocket cost or expense (including but not limited to legal fees, opinions of counsel or other costs incurred in implementing any transaction under this Section 11.2), or any obligation or liability incurred by Buyer in connection with any action taken by Buyer under this Section 11.2 or such Section 1031 exchange. Notwithstanding anything to the contrary in this Section 11.2, in no event shall Seller transfer title to any of the Assets to any Person other than directly to Buyer or its designee.shall

Cooperation with Respect to Like-Kind Exchange. Buyer agrees that Seller may, at Seller’s 's election at or prior to the Closing Date, direct that Buyer to acquire any portion of the Assets by delivering all or a portion of the Purchase Price be delivered to a “"qualified intermediary” " (as defined in Treasury Regulation Section 1.1031(kRegulations ss.1.1031(k) - 1(g)(4(l)(g)(4)) identified by as to assist Seller (a “Qualified Intermediary”) in order to enable Seller’s structuring the relinquishment of the Assets to qualify as part of a like-kind exchange of property covered by Section 1031 of the IRC and any corresponding state income Tax provisionIRC. If Seller so elects, Buyer shall cooperate with Seller (but without being required to incur any out-of-pocket costs in the course thereof) in connection with Seller’s 's efforts to effect such like-kind exchange, which cooperation shall include, without limitation, taking such actions as Seller reasonably requests in order to enable Seller to qualify such transfer as part of a like-kind exchange of property covered by Section 1031 of the IRC (including any actions required to facilitate the use of a Qualified Intermediary.) Notwithstanding anything herein"qualified intermediary"), the structuring of the transactions in a manner that qualifies the transactions as part of a like-kind exchange shall not be a condition to Closing. and Buyer agrees that Seller may assign all or part of its rights and delegate all or part of its obligations under this Agreement to a Qualified Intermediary person or entity acting as a qualified intermediary to the extent necessary to qualify the transfer of the Assets as part of a like-kind exchange of property covered by Section 1031 of the IRC and any corresponding state income Tax provision. Any and all representationsIRC, obligationsprovided, agreementshowever, warranties and covenants made by Seller to Buyer in connection with this Agreement that no such assignment shall remain in full force and effect and continue to inure to the benefit of Buyer, notwithstanding any assignment of this Agreement to a Qualified Intermediary in connection with such Section 1031 exchange. Nothing in this Section 11.2 shall in any manner relieve Seller from of any of its obligations under this Agreement, and Seller shall remain primarily liable to Buyer pursuant to the terms of this Agreement. Buyer and Seller agree in good faith to use reasonable efforts to coordinate the transactions contemplated by this Agreement with any other transactions engaged in by either Buyer or Seller; provided that such efforts do are not result in required to include an unreasonable delay in the consummation of the transactions contemplated by this Agreement. Buyer’s cooperation and actions taken pursuant Seller agrees to pay any additional Transaction Taxes that may be imposed as a result of any like-kind exchange contemplated by this Section 11.2 shall not increase Buyer’s liabilities or obligations pursuant and to the terms of this Agreement, and Seller shall indemnify and hold reimburse Buyer harmless from for any additional out-of-pocket cost or expense (including but not limited to legal fees, opinions of counsel or other costs incurred in implementing any transaction under this Section 11.2), or any obligation or liability fees and expenses that may be incurred by Buyer in connection with any action taken by Buyer under this Section 11.2 or such Section 1031 exchange. Notwithstanding anything to the contrary in this Section 11.2, in no event shall Seller transfer title to any of the Assets to any Person other than directly to Buyer or its designee.

Cooperation with Respect to Like-Kind Exchange. Buyer agrees that Seller may, at Seller’s 's written election at or delivered to Buyer no later than five (5) days prior to the Closing Date, direct that all or a portion of the Purchase Price Initial Cash Payment be delivered to a “"qualified intermediary” (" as defined in Treasury Regulation Section 1.1031(kss.1.1031(k) - 1(g)(4)(g)(4) identified by Seller (a “Qualified Intermediary”) in order as to enable Seller’s 's relinquishment of the Acquired Assets to qualify as part of a like-kind exchange of property covered by Section 1031 of the IRC and any corresponding state income Tax provisionCode. If Seller so elects, Buyer shall reasonably cooperate with Seller (but without being required to incur any out-of-pocket costs in the course thereof) in connection with Seller’s 's efforts to effect such like-kind exchange, which cooperation shall include, without limitation, taking such actions as Seller reasonably requests in order to enable Seller to qualify such transfer as part of a like-kind exchange of property covered by Section 1031 of the IRC Code (including any actions reasonably required to facilitate the use of a Qualified Intermediary.) Notwithstanding anything herein"qualified intermediary"), the structuring of the transactions in a manner that qualifies the transactions as part of a like-kind exchange shall not be a condition to Closing. and Buyer agrees that Seller may assign all or part of its rights and delegate all or part of its obligations (but no obligations) under this Agreement to a Qualified Intermediary person or entity acting as a qualified intermediary to qualify the transfer of the Assets as part of a like-kind exchange of property covered by Section 1031 of the IRC and any corresponding state income Tax provision. Any and all representations, obligations, agreements, warranties and covenants made by Seller to Buyer in connection with this Agreement shall remain in full force and effect and continue to inure to the benefit of Buyer, notwithstanding any assignment of this Agreement to a Qualified Intermediary in connection with such Section 1031 exchange. Nothing in this Section 11.2 shall in any manner relieve Seller from any of its obligations under this Agreement, and Seller shall remain primarily liable to Buyer pursuant to the terms of this AgreementCode. Buyer and Seller agree in good faith to use reasonable efforts to coordinate the transactions contemplated by this Agreement with any other transactions engaged in by either Buyer or Seller; provided that such efforts do not shall, in no event, result in an unreasonable any delay in the consummation of the transactions contemplated by this Agreement. Buyer’s cooperation and actions taken pursuant to this Section 11.2 shall not increase Buyer’s liabilities or obligations pursuant to the terms of this Agreement, and Seller shall indemnify and hold Buyer harmless from any out-of-pocket cost cost, expense or expense (including but not limited to legal fees, opinions of counsel or other costs incurred in implementing any transaction liability arising from its cooperating under this Section 11.2), or any obligation or liability incurred by Buyer in connection with any action taken by Buyer under this Section 11.2 or such Section 1031 exchange. Notwithstanding anything to the contrary in this Section 11.2, in no event shall Seller transfer title to any of the Assets to any Person other than directly to Buyer or its designee5.25.

Cooperation with Respect to Like-Kind Exchange. Buyer agrees that Seller may, at Seller’s election at or prior to With the Closing Date, direct that all or a portion consent of the Purchase Price Seller, which consent shall not unreasonably be delivered withheld, the rights of Buyer under this Agreement may be assigned in whole or in part to Southern Union. In the event Seller consents to such assignment to Southern Union pursuant to Section 9.6 of this Agreement, Buyer may desire that the transactions contemplated in this Agreement and the Related Agreements be accomplished in a “qualified intermediary” (as defined in Treasury Regulation Section 1.1031(k) - 1(g)(4)) identified by Seller (a “Qualified Intermediary”) in order to enable Seller’s relinquishment of the Assets manner enabling Southern Union's purchase to qualify as part of a like-kind exchange of property covered by Section 1031 of the IRC Code. Seller agrees to cooperate and consider in good faith any corresponding state income Tax provision. If Seller so elects, Buyer shall cooperate with Seller reasonable request or proposal made by Southern Union in connection with Seller’s efforts to effect such like-kind exchange, which cooperation shall include, without limitation, taking such actions as Seller requests in order to enable Seller to qualify such transfer as part of a like-kind exchange of property covered by Section 1031 of the IRC (including any actions required to facilitate the reasonable use of a Qualified Intermediary."qualified intermediary", an "exchange accommodation titleholder" or a "qualified exchange accommodation agreement" within the meaning of the United States Treasury Regulations and related authority; provided, however, that Seller shall have no obligation to take (or agree to take) any action that, in its reasonable discretion, may create any adverse consequences to the Seller, including but not limited to adverse Tax, financial or regulatory consequences for the transactions contemplated by this Agreement and the Related Agreements or may cause an unreasonable delay in the consummation of the transactions contemplated by this Agreement and the Related Agreements. Buyer agrees that it will reimburse Seller for any out-of-pocket costs incurred in connection its cooperation, including but not limited to legal fees, opinions of counsel or other costs incurred in implementing Buyer's proposals. Notwithstanding anything herein, the structuring of the transactions in a manner that qualifies the transactions as part of a like-kind exchange shall not be a condition to Closing. Buyer agrees that Seller may assign all or part of its rights and delegate all or part of its obligations under this Agreement to a Qualified Intermediary to qualify the transfer of the Assets as part of a like-kind exchange of property covered by Section 1031 of the IRC and any corresponding state income Tax provision. Any and all representations, obligations, agreements, warranties and covenants made by Seller to Buyer in connection with this Agreement shall remain in full force and effect and continue to inure to the benefit of Buyer, notwithstanding any assignment of this Agreement to a Qualified Intermediary in connection with such Section 1031 exchange. Nothing in this Section 11.2 shall in any manner relieve Seller from any of its obligations under this Agreement, and Seller shall remain primarily liable to Buyer pursuant to the terms of this Agreement. Buyer and Seller agree in good faith to use reasonable efforts to coordinate the transactions contemplated by this Agreement with any other transactions engaged in by either Buyer or Seller; provided that such efforts do not result in an unreasonable delay in the consummation of the transactions contemplated by this Agreement. Buyer’s cooperation and actions taken pursuant to this Section 11.2 shall not increase Buyer’s liabilities or obligations pursuant to the terms of this Agreement, and Seller shall indemnify and hold Buyer harmless from any out-of-pocket cost or expense (including but not limited to legal fees, opinions of counsel or other costs incurred in implementing any transaction under this Section 11.2), or any obligation or liability incurred by Buyer in connection with any action taken by Buyer under this Section 11.2 or such Section 1031 exchange. Notwithstanding anything to the contrary in this Section 11.2, in no event shall Seller transfer title to any of the Assets to any Person other than directly to Buyer or its designee.

Cooperation with Respect to Like-Kind Exchange. Buyer agrees that Seller may, at Seller’s election at or prior to the Closing Date, direct that all or a portion of the Purchase Price be delivered to a “qualified intermediary” (as defined in Treasury Regulation Section 1.1031(k) - 1(g)(4)) identified by Seller (a “Qualified Intermediary”) in order to enable Seller’s relinquishment of the Assets to qualify as part of a like-kind exchange of property covered by Section 1031 of the IRC and any corresponding state income Tax provisionIRC. If Seller so elects, Buyer shall cooperate with Seller in connection with Seller’s efforts to effect such like-kind exchange, which cooperation shall include, without limitation, taking such actions as Seller requests in order to enable Seller to qualify such transfer as part of a like-kind exchange of property covered by Section 1031 of the IRC (including any actions required to facilitate the use of a Qualified Intermediary.“qualified intermediary”); provided, however, that Buyer shall have no obligation to take (or agree to take) any action that, in its reasonable discretion, may create any adverse consequences to Buyer, including but not limited to adverse Tax, financial or regulatory consequences for the transactions contemplated by this Agreement. Notwithstanding anything herein, the structuring of the transactions in a manner that qualifies the transactions as part of a like-kind exchange shall not be a condition to Closing. Buyer agrees that Seller may assign all or part of its rights and delegate all or part of its obligations under this Agreement to a Qualified Intermediary person or entity acting as a qualified intermediary to qualify the transfer of the Assets as part of a like-kind exchange of property covered by Section 1031 of the IRC and any corresponding state income Tax provisionIRC. Any and all representations, obligations, agreements, warranties and covenants made by Seller to Buyer in connection with this Agreement shall remain in full force and effect and continue to inure to the benefit of Buyer, notwithstanding any assignment of this Agreement to a Qualified Intermediary third party in connection with such Section 1031 exchange. Nothing in this Section 11.2 shall in any manner relieve Seller from any of its obligations under this Agreement, and Seller shall remain primarily liable to Buyer pursuant to the terms of this Agreement. Buyer and Seller agree in good faith to use reasonable efforts to coordinate the transactions contemplated by this Agreement with any other transactions engaged in by either Buyer or Seller; provided that such efforts do not result in an unreasonable delay in the consummation of the transactions contemplated by this Agreement. Buyer’s cooperation and actions taken pursuant to this Section 11.2 shall not increase Buyer’s liabilities or obligations pursuant to the terms of this Agreement, and Seller shall indemnify and hold Buyer harmless from any out-of-pocket cost or expense (including but not limited to legal fees, opinions of counsel or other costs incurred in implementing any transaction under this Section 11.2), or any obligation or liability incurred by Buyer in connection with any action taken by Buyer under this Section 11.2 or such Section 1031 exchange. Notwithstanding anything to the contrary in this Section 11.2, in no event shall Seller transfer title to any of the Assets to any Person other than directly to Buyer or its designee.

Cooperation with Respect to Like-Kind Exchange. Buyer agrees that Seller may, at Seller’s 's election at or prior to the Closing Date, direct that Buyer to acquire any portion of the Assets by delivering all or a portion of the Purchase Price be delivered to a “"qualified intermediary” " (as defined in Treasury Regulation Section 1.1031(kRegulations ss.1.1031(k) - 1(g)(4(l)(g)(4)) identified by as to assist Seller (a “Qualified Intermediary”) in order to enable Seller’s structuring the relinquishment of the Assets to qualify as part of a like-kind exchange of property covered by Section 1031 of the IRC and any corresponding state income Tax provisionIRC. If Seller so elects, Buyer shall cooperate with Seller (but without being required to incur any out-of-pocket costs in the course thereof) in connection with Seller’s 's efforts to effect such like-kind exchange, which cooperation shall include, without limitation, taking such actions as Seller reasonably requests in order to enable Seller to qualify such transfer as part of a like-kind exchange of property covered by Section 1031 of the IRC (including any actions required to facilitate the use of a Qualified Intermediary.) Notwithstanding anything herein"qualified intermediary"), the structuring of the transactions in a manner that qualifies the transactions as part of a like-kind exchange shall not be a condition to Closing. and Buyer agrees that Seller may assign all or part of its rights and delegate all or part of its obligations under this Agreement to a Qualified Intermediary person or entity acting as a qualified intermediary to the extent necessary to qualify the transfer of the Assets as part of a like-kind exchange of property covered by Section 1031 of the IRC and any corresponding state income Tax provision. Any and all representationsIRC, obligationsprovided, agreementshowever, warranties and covenants made by Seller to Buyer in connection with this Agreement that no such assignment shall remain in full force and effect and continue to inure to the benefit of Buyer, notwithstanding any assignment of this Agreement to a Qualified Intermediary in connection with such Section 1031 exchange. Nothing in this Section 11.2 shall in any manner relieve Seller from of any of its obligations under this Agreement, and Seller shall remain primarily liable to Buyer pursuant to the terms of this Agreement. Buyer and Seller agree in good faith to use reasonable efforts to coordinate the transactions contemplated by this Agreement with any other transactions engaged in by either Buyer or Seller; provided that such efforts do are not result in required to include an unreasonable delay in the consummation of the transactions contemplated by this Agreement. Buyer’s cooperation and actions taken pursuant Seller agrees to pay any additional Transaction Taxes that may be imposed as a result of any like-kind exchange contemplated by this Section 11.2 shall not increase Buyer’s liabilities or obligations pursuant and to the terms of this Agreement, and Seller shall indemnify and hold reimburse Buyer harmless from for any additional out-of-pocket cost or expense (including but not limited to legal fees, opinions of counsel or other costs incurred in implementing any transaction under this Section 11.2), or any obligation or liability fees and expenses incurred by Buyer in connection with any action taken by Buyer under this Section 11.2 or such Section 1031 exchange. Notwithstanding anything to the contrary in this Section 11.2, in no event shall Seller transfer title to any of the Assets to any Person other than directly to Buyer or its designee.

Cooperation with Respect to Like-Kind Exchange. Seller and Real Property Seller agree that Real Property Buyer agrees that Seller may, at Seller’s its election at or prior to the Closing Date, direct that all or a portion of the Real Property Purchase Price be delivered to paid by a “"qualified intermediary” " (as defined in Treasury Regulation Section 1.1031(k) - 1(g)(41.1031(k)-(g)(4)) identified by Seller (a “Qualified Intermediary”) in order as to enable Seller’s relinquishment Real Property Buyer's purchase of the Assets Real Property to qualify as part of a like-kind exchange of property covered by Section 1031 of the IRC and any corresponding state income Tax provisionInternal Revenue Code of 1986, as amended (the "Code"). If Seller Real Property Buyer so elects, Buyer Seller and Real Property Seller shall use reasonable efforts to cooperate with Seller Real Property Buyer (but without being required to incur any out-of- pocket costs in the course thereof) in connection with Seller’s Real Property Buyer's efforts to effect such like-kind exchange, which cooperation shall include, without limitation, include taking such actions as Real Property Buyer reasonably requests, but at no cost to Seller requests or Real Property Seller, in order to enable Seller Real Property Buyer to qualify such transfer as part of a like-kind exchange of property covered by Section 1031 of the IRC Code (including any actions required to facilitate the use of a Qualified Intermediary.) Notwithstanding anything herein"qualified intermediary"), the structuring of the transactions in a manner and Seller and Real Property Seller agree that qualifies the transactions as part of a like-kind exchange shall not be a condition to Closing. Real Property Buyer agrees that Seller may assign all or part of its rights and delegate all or part of its obligations under this Agreement to a Qualified Intermediary person acting as a qualified intermediary, but only to the extent necessary, to qualify the transfer of the Assets Real Property as part of a like-kind exchange of property covered by Section 1031 of the IRC and any corresponding state income Tax provision. Any and all representations, obligations, agreements, warranties and covenants made by Seller to Code; provided that no assignment or delegation shall relieve Real Property Buyer in connection with this Agreement shall remain in full force and effect and continue to inure to the benefit of Buyer, notwithstanding any assignment of this Agreement to a Qualified Intermediary in connection with such Section 1031 exchange. Nothing in this Section 11.2 shall in any manner relieve Seller from any of its obligations under this Agreement. Seller, Real Property Seller and Seller shall remain primarily liable to Real Property Buyer pursuant to the terms of this Agreement. Buyer and Seller agree in good faith to use reasonable efforts to coordinate 'Coordinate the transactions contemplated by this Agreement with any other transactions engaged in by either the Real Property Buyer or Seller; provided that with respect to such efforts do not result in an unreasonable delay in the consummation of the transactions contemplated by this Agreement. Buyer’s cooperation and actions taken pursuant to this Section 11.2 shall not increase Buyer’s liabilities or obligations pursuant to the terms of this Agreement, and Seller shall indemnify and hold Buyer harmless from any outRe-of-pocket cost or expense (including but not limited to legal fees, opinions of counsel or other costs incurred in implementing any transaction under this Section 11.2), or any obligation or liability incurred by Buyer in connection with any action taken by Buyer under this Section 11.2 or such Section 1031 kind exchange. Notwithstanding anything to the contrary in this Section 11.2, in no event shall Seller transfer title to any of the Assets to any Person other than directly to Buyer or its designee.

Cooperation with Respect to Like-Kind Exchange. Buyer agrees that Seller may, at Seller’s 's written election at or delivered to Buyer no later than five (5) days prior to the Closing Date, direct that all or a portion of the Purchase Price Initial Cash Payment be delivered to a “"qualified intermediary” (" as defined in Treasury Regulation Section "1.1031(k) - 1(g)(4)(g)(4) identified by Seller (a “Qualified Intermediary”) in order as to enable Seller’s 's relinquishment of the Acquired Assets to qualify as part of a like-kind exchange of property covered by Section 1031 of the IRC and any corresponding state income Tax provisionCode. If Seller so elects, Buyer shall reasonably cooperate with Seller (but without being required to incur any out-of-pocket costs in the course thereof) in connection with Seller’s 's efforts to effect such like-kind exchange, which cooperation shall include, without limitation, taking such actions as Seller reasonably requests in order to enable Seller to qualify such transfer as part of a like-kind exchange of property covered by Section 1031 of the IRC Code (including any actions reasonably required to facilitate the use of a Qualified Intermediary.) Notwithstanding anything herein"qualified intermediary"), the structuring of the transactions in a manner that qualifies the transactions as part of a like-kind exchange shall not be a condition to Closing. and Buyer agrees that Seller may assign all or part of its rights and delegate all or part of its obligations (but no obligations) under this Agreement to a Qualified Intermediary person or entity acting as a qualified intermediary to qualify the transfer of the Assets as part of a like-kind exchange of property covered by Section 1031 of the IRC and any corresponding state income Tax provision. Any and all representations, obligations, agreements, warranties and covenants made by Seller to Buyer in connection with this Agreement shall remain in full force and effect and continue to inure to the benefit of Buyer, notwithstanding any assignment of this Agreement to a Qualified Intermediary in connection with such Section 1031 exchange. Nothing in this Section 11.2 shall in any manner relieve Seller from any of its obligations under this Agreement, and Seller shall remain primarily liable to Buyer pursuant to the terms of this AgreementCode. Buyer and Seller agree in good faith to use reasonable efforts to coordinate the transactions contemplated by this Agreement with any other transactions engaged in by either Buyer or Seller; provided that such efforts do not shall, in no event, result in an unreasonable any delay in the consummation of the transactions contemplated by this Agreement. Buyer’s cooperation and actions taken pursuant to this Section 11.2 shall not increase Buyer’s liabilities or obligations pursuant to the terms of this Agreement, and Seller shall indemnify and hold Buyer harmless from any out-of-pocket cost cost, expense or expense (including but not limited to legal fees, opinions of counsel or other costs incurred in implementing any transaction liability arising from its cooperating under this Section 11.2), or any obligation or liability incurred by Buyer in connection with any action taken by Buyer under this Section 11.2 or such Section 1031 exchange. Notwithstanding anything to the contrary in this Section 11.2, in no event shall Seller transfer title to any of the Assets to any Person other than directly to Buyer or its designee5.25.