Exchanges by Seller Entities. Buyer acknowledges that Seller may desire to consummate an exchange which will qualify for nonrecognition of gain under Section 1031 of the Internal Revenue Code (“1031 Exchange”). In the event that Seller elects to undertake a 1031 Exchange, Buyer agrees to fully cooperate to effect such a 1031 Exchange; provided, however, that Seller shall reimburse Buyer for any additional costs or expenses which Buyer incurs as a result of or in connection with such 1031 Exchange and provided that Buyer shall not, under any circumstances, be required to acquire title to any other property in connection with such 1031 Exchange or execute any documents other than a simple consent. In the event of such 1031 Exchange, Seller shall indemnify, defend, and hold Buyer harmless from any and all liabilities, losses, and expenses, including attorneys’ fees, arising from such 1031 Exchange, which liabilities, losses, and expenses would not have been incurred had there not been such a 1031 Exchange. This indemnification and hold harmless agreement shall survive the Closing and/or any termination of this Agreement. It is understood by the parties hereto that any such 1031 Exchange shall not cause any delay in the Closing Date as originally scheduled hereunder, and that inability of Seller to consummate this transaction as an exchange shall not entitle it to refuse to perform.
