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 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) - (g)(4)) as 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. 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 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"), 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 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. 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 are not required to include an unreasonable delay in the consummation of the transactions contemplated by this Agreement.

Cooperation with Respect to Like-Kind Exchange. Buyer agrees that Seller may, at Seller's ’s election 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) - — (g)(4)) as in order to enable Seller's ’s relinquishment of the Assets to qualify as part of a like-kind exchange of property covered by Section 1031 of the IRC. 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 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"”), 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 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. 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 are not required to include an unreasonable delay in the consummation of the transactions contemplated by this Agreement.

Cooperation with Respect to Like-Kind Exchange. Buyer agrees Parent and IAWC agree that Seller may, at Seller's written election delivered to Parent and IAWC 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?ss.1.1031(k) - (g)(4)) as to enable Seller's relinquishment of the Acquired Assets to qualify as part of a like-kind exchange of property covered by Section 1031 of the IRCCode. If Seller so elects, Buyer Parent and IAWC 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 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"), and Buyer agrees Parent and IAWC agree 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 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 IRCCode. 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 are not required to include an unreasonable delay in the consummation of the transactions contemplated by this Agreement.Parent, IAWC and

Cooperation with Respect to Like-Kind Exchange. Buyer agrees Buyers agree that Seller Seller’s and Xxxxx License’s transfer of the Purchased Assets may, at Seller's election prior to the Closing Date’s election, direct that all or be accomplished in a portion of the Purchase Price be delivered to a "qualified intermediary" (as defined in Treasury Regulation Section 1.1031(k) - (g)(4)) as to enable Seller's relinquishment of the Assets manner enabling such transfer to qualify as part of a like-kind exchange of property covered by Section 1031 of the IRCCode (so long as there is no delay in the consummation of the transactions contemplated hereby). If Seller and Xxxxx License so electselect, Buyer Buyers shall cooperate with Seller and Xxxxx License (but without being required to incur any out-of-pocket costs or expense in the course thereof) in connection with Seller's efforts to effect such like-kind exchange, which cooperation shall include, without limitation, taking such actions as Seller requests and Xxxxx License reasonably request in order to enable Seller such transfer 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")Code, and Buyer agrees Buyers agree that Seller and Xxxxx License may assign all or part of its their rights and delegate all or part of its obligations (but not obligations) under this Agreement to a person or entity acting as a qualified intermediary under United States Treasury Regulations, to qualify the transfer of the Acquired Assets as part of a like-kind exchange of property covered by Section 1031 of the IRCCode. Buyer and Seller agree in good faith Notwithstanding anything to use reasonable efforts the contrary herein, Buyers shall not be obligated to coordinate the transactions contemplated by this Agreement with incur any other transactions engaged in by either Buyer costs, expenses, losses, liabilities or Seller; provided that such efforts are not required damages whatsoever to include effect an unreasonable delay in the consummation of the transactions contemplated by this Agreementexchange.

Cooperation with Respect to Like-Kind Exchange. Buyer agrees that Seller may, at Seller's ’s election 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) - (g)(4)) as in order to enable Seller's ’s relinquishment of the Assets to qualify as part of a like-kind exchange of property covered by Section 1031 of the IRC. 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 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"”), 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 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. 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 are not required to include an unreasonable delay in the consummation of the transactions contemplated by this Agreement.