Common use of Like-Kind Exchange Clause in Contracts

Like-Kind Exchange. (a) Each Party (in its capacity as an Assignee) agrees to (i) cooperate with the other Party (in its capacity as an Assignor) to permit the Assignor to acquire replacement real property in exchange for the CK Fee Properties or CAPL Fee Properties, as applicable, in a tax-deferred exchange meeting the requirements of Section 1031 of the Code (a "Forward Exchange"), and (ii) to accept performance by other parties to any such Forward Exchange; provided, however, that (A) the Assignor shall bear any and all costs incurred by the Assignee on account of any such Forward Exchange, (B) the Assignee shall not suffer any additional risk or liability on account of any such Forward Exchange, (C) the Assignor shall indemnify and hold the Assignee harmless from any such additional costs, risks or liabilities including, without limitation, taxes and closing costs, and any other Losses (as hereinafter defined) that the Assignee may incur as a result of such Forward Exchange, and (D) any such Forward Exchange shall not delay or hinder the effective consummation of the transactions contemplated by this Agreement. Notwithstanding any transfer or conveyance by a third party pursuant to a Forward Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the Assignor. (b) Each Party (in its capacity as an Assignor) agrees to (i) cooperate with the other Party (in its capacity as an Assignee) to permit the Assignee to acquire CK Fee Properties or CAPL Fee Properties, as applicable, in a parking arrangement meeting the requirements of Rev. Proc. 2000-37 (a "Reverse Exchange"), and (ii) to accept performance by other parties to any such Reverse Exchange; provided, however, that (A) the Assignee shall bear any and all costs incurred by the Assignor on account of any such Reverse Exchange, (B) the Assignor shall not suffer any additional risk or liability on account of any such Reverse Exchange, (C) the Assignee shall indemnify and hold the Assignor harmless from any such additional costs, risks or liabilities including, without limitation, taxes and closing costs, and any other Losses (as hereinafter defined) that the Assignor may incur as a result of such Reverse Exchange, and (D) any such Reverse Exchange shall not delay or hinder the effective consummation of the transactions contemplated by this Agreement. Notwithstanding any transfer or conveyance to a third party pursuant to a Reverse Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the Assignee.

Like-Kind Exchange. Any party to this Agreement may elect to structure this transaction as a like-kind exchange pursuant to Section 1031 of the Code, and the regulations promulgated thereunder, with respect to any or all of the Assets (aa “Like-Kind Exchange”) Each at any time prior to the Closing Date of the Asset Contribution. In order to effect a Like-Kind Exchange, a non-electing party shall cooperate and do all acts as may be reasonably required or requested by the party electing for a Like-Kind Exchange with regard to effecting such Like-Kind Exchange, including, but not limited to, permitting such Party to assign its rights under this Agreement to a Qualified Intermediary (“QI”) of such party’s choice in accordance with Treasury Regulations Section 1.1031(k)-1(g)(4) or executing additional escrow instructions, documents, agreements or instruments to effect an exchange. EQM reserves the right, at or prior to Closing of the Asset Contribution, to assign its rights or a portion thereof under this Agreement with respect to any or all of the Assets to EQM’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. EQT Gathering and EQM acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not release either EQT Gathering or EQM from, or expand, any of their respective liabilities and obligations to each other under this Agreement. The party not participating in the Like-Kind Exchange shall not be obligated to pay any additional costs or incur any additional obligations in its capacity as an Assignee) agrees to (i) cooperate with the other Party (in its capacity as an Assignor) to permit the Assignor to acquire replacement real property in exchange for the CK Fee Properties sale or CAPL Fee Propertiespurchase, as applicable, in a tax-deferred exchange meeting the requirements of Section 1031 of the Code (a "Forward Exchange"), and (ii) to accept performance by other parties to any Assets if such Forward Exchange; provided, however, that (A) costs are the Assignor shall bear any and all costs incurred by the Assignee on account of any such Forward Exchange, (B) the Assignee shall not suffer any additional risk or liability on account of any such Forward Exchange, (C) the Assignor shall indemnify and hold the Assignee harmless from any such additional costs, risks or liabilities including, without limitation, taxes and closing costs, and any other Losses (as hereinafter defined) that the Assignee may incur as a result of such Forward the other party’s Like-Kind Exchange, and (D) any such Forward the party electing to consummate the sale as a Like-Kind Exchange shall not delay or hinder the effective consummation of the transactions contemplated by this Agreement. Notwithstanding any transfer or conveyance by a third party pursuant to a Forward Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the Assignor. (b) Each Party (in its capacity as an Assignor) agrees to (i) cooperate with hold harmless and indemnify the other Party (in its capacity as an Assignee) to permit the Assignee to acquire CK Fee Properties or CAPL Fee Properties, as applicable, in a parking arrangement meeting the requirements of Rev. Proc. 2000-37 (a "Reverse Exchange"), party from and (ii) to accept performance by other parties to any such Reverse Exchange; provided, however, that (A) the Assignee shall bear any and against all costs incurred by the Assignor on account of any such Reverse Exchange, (B) the Assignor shall not suffer any additional risk or liability on account of any such Reverse Exchange, (C) the Assignee shall indemnify and hold the Assignor harmless from any such additional costs, risks or liabilities includingexpenses, without limitationclaims, taxes losses and closing costsliabilities, and any other Losses (as hereinafter defined) that if any, resulting from the Assignor may incur as a result of such Reverse Like-Kind Exchange, and (D) any such Reverse Exchange shall not delay or hinder the effective consummation of the transactions contemplated by this Agreement. Notwithstanding any transfer or conveyance to a third party pursuant to a Reverse Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the Assignee.

Like-Kind Exchange. Each of Seller and Buyer shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (aas that term is defined in Section 1.1031(k)-1(g)(4)(iii) Each of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code; provided that (A) the Closing shall not be delayed or affected by reason of such like-kind exchange or any actions taken by either Seller or Buyer in connection with this Section 6.16, (B) an assignment under this Section 6.16 shall not release any Party from its liabilities and obligations under this Agreement nor shall the consummation or accomplishment of such like-kind exchange be a condition to the Parties’ obligations under this Agreement; (C) the non-assigning Party’s rights under this Agreement shall not be altered or diminished in any manner; (D) the assigning Party shall indemnify, defend, and hold the Party that is not assigning harmless from all claims, damages, liabilities, costs and expenses (including, but not limited to reasonable legal fees and any additional Taxes, including Transfer Taxes) in connection with such like-kind exchange; (E) neither Party represents to the other that any particular tax treatment will be given to either Party as a result of any such assignment and (F) any such Qualified Intermediary or Exchange Accommodation Titleholder to which Buyer assigns all or a portion of its capacity as an Assignee) rights pursuant to this Section 6.16 shall be a corporation or limited liability company, in either case formed in a jurisdiction other than Texas. In the event either Party assigns its rights under this Agreement pursuant to this Section 6.16, such Party agrees to notify the other Party in writing of such assignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, Buyer agrees to (i) cooperate with consent to Seller’s assignment of its rights in this Agreement in the other Party (in its capacity as an Assignor) to permit form reasonably requested by the Assignor to acquire replacement real property in exchange for the CK Fee Properties or CAPL Fee Properties, as applicable, in a tax-deferred exchange meeting the requirements of Section 1031 of the Code (a "Forward Exchange")Qualified Intermediary, and (ii) to accept performance by other parties to any such Forward Exchange; provided, however, that (A) pay all or a portion of the Assignor shall bear any and all costs incurred by the Assignee on account of any such Forward Exchange, (B) the Assignee shall not suffer any additional risk or liability on account of any such Forward Exchange, (C) the Assignor shall indemnify and hold the Assignee harmless from any such additional costs, risks or liabilities including, without limitation, taxes and closing costs, Adjusted Purchase Price and any other Losses (adjustments thereto into a qualified escrow or qualified trust account at Closing as hereinafter defined) that the Assignee may incur as a result of such Forward Exchangedirected in writing. If Buyer assigns its rights under this Agreement for this purpose, and (D) any such Forward Exchange shall not delay or hinder the effective consummation of the transactions contemplated by this Agreement. Notwithstanding any transfer or conveyance by a third party pursuant to a Forward Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the Assignor. (b) Each Party (in its capacity as an Assignor) Seller agrees to (i) cooperate with consent to Buyer’s assignment of its rights in this Agreement in the form reasonably requested by Buyer’s Qualified Intermediary or Exchange Accommodation Titleholder (but in no event will Seller be required to transfer the Company Assets in any form other Party than through a transfer of the Interests and in no event will Seller be required to transfer Interests in any Company to more than one transferee, i.e. all of the Interests in any Company will be transferred to a single transferee), (in its capacity as an Assigneeii) to permit accept all or a portion of the Assignee to acquire CK Fee Properties payments payable under this Agreement from the account designated by Buyer’s Qualified Intermediary or CAPL Fee Properties, as applicable, in a parking arrangement meeting the requirements of Rev. Proc. 2000-37 (a "Reverse Exchange")Exchange Accommodation Titleholder at Closing, and (iiiii) at Closing, subject to accept performance by other parties the limitations otherwise set forth herein, convey and assign directly to any such Reverse Exchange; providedBuyer’s assignee under Section 6.31, however, that Buyer’s Qualified Intermediary or Buyer’s Exchange Accommodation Titleholder (Aas directed in writing) the Assignee shall bear any and all costs incurred by Interests which are the Assignor on account subject of any such Reverse Exchange, (B) the Assignor shall not suffer any additional risk or liability on account of any such Reverse Exchange, (C) the Assignee shall indemnify and hold the Assignor harmless from any such additional costs, risks or liabilities including, without limitation, taxes and closing costs, and any other Losses (as hereinafter defined) that the Assignor may incur as a result of such Reverse Exchange, and (D) any such Reverse Exchange shall not delay or hinder the effective consummation this Agreement upon satisfaction of the transactions contemplated by this Agreement. Notwithstanding any transfer or conveyance other conditions to a third party pursuant to a Reverse Exchange, all representations Closing and warranties made herein with respect to any exchange parcel shall be deemed made other terms and given by the Assigneeconditions hereof.

Like-Kind Exchange. Purchaser and Seller hereby acknowledge that Purchaser and/or Seller (athe “Exchange Party”) Each Party (in its capacity as an Assignee) agrees may desire to (i) cooperate with the other Party (in its capacity as an Assignor) to permit the Assignor to acquire replacement real property in exchange for the CK Fee Properties or CAPL Fee Properties, as applicable, in effectuate a tax-deferred exchange meeting (also known as a “1031” exchange (the requirements “Exchange”) in connection with the purchase and/or sale of all or a portion of the Property. Each party (the “Cooperating Party”) hereby agrees to use reasonable efforts to cooperate with the Exchange Party in connection with the Exchange contemplated by the Exchange Party, provided that: (a) All documents executed in connection with the Exchange (the “Exchange Documents”) shall recognize that Cooperating Party is acting solely as an accommodating party to such Exchange, shall have no liability with respect thereto, and is making no representation or warranty that the transactions qualify as a tax-free exchange under Section 1031 of the Internal Revenue Code (a "Forward Exchange"), or any applicable state or local laws and (ii) to accept performance by other parties to shall have no liability whatsoever if any such Forward Exchange; provided, however, that transactions fail to so qualify. All Exchange Documents executed by Cooperating Party in connection with the Exchange shall be in form and substance reasonably acceptable to Cooperating Party. (Ab) the Assignor shall bear any and all costs incurred by the Assignee on account of any such Forward Exchange, (B) the Assignee Such Exchange shall not suffer result in Cooperating Party incurring any additional risk or liability on account of any such Forward Exchange, (C) the Assignor shall indemnify and hold the Assignee harmless from any such additional costs, risks costs or liabilities (and Exchange Party shall pay all additional costs and expenses to the extent that such are incurred, including, without limitation, taxes and closing costs, and any other Losses (as hereinafter defined) that the Assignee may incur additional costs or expenses incurred by Cooperating Party as a result of its participation in the Exchange). Exchange Party shall indemnify, defend and hold Cooperating Party harmless from and against all claims, demands, liability, losses, damages, costs and expenses (including reasonable attorneys’ and accountants’ fees) suffered or incurred by Cooperating Party in connection with the Exchange. (c) In no event shall Cooperating Party be obligated to acquire any property or otherwise be obligated to take title, or appear in the records of title, to any other property in connection with the Exchange. (d) In no event shall Exchange Party’s consummation of such Forward Exchange, Exchange constitute a condition precedent to Exchange Party’s obligations under this Contract nor shall such Exchange modify any of the dates and (D) any times for performance set forth in this Contract and Exchange Party’s failure or inability to consummate such Forward Exchange shall not delay be deemed to excuse or hinder release Exchange Party from its obligations under this Contract. Purchaser and Seller further agree that, in connection with the effective consummation foregoing, and subject in all respects to the foregoing provisions, Cooperating Party shall consent to Exchange Party assigning all or a portion of its rights under this Contract to an exchange intermediary solely for the transactions contemplated by purpose of consummating such Exchange. In no event shall any such assignment release Exchange Party of its obligations under this Agreement. Notwithstanding Contract or any transfer or conveyance by a third party document executed pursuant to a Forward Exchangethe terms hereof, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the Assignor. (b) Each Party (in its capacity as an Assignor) agrees to (i) cooperate with the other Party (in its capacity as an Assignee) to permit the Assignee to acquire CK Fee Properties or CAPL Fee Properties, as applicable, in a parking arrangement meeting the requirements of Rev. Proc. 2000-37 (a "Reverse Exchange"), and (ii) to accept performance by other parties to any such Reverse Exchange; provided, however, that (A) the Assignee shall bear any and all costs incurred by the Assignor on account of any such Reverse Exchange, (B) the Assignor shall not suffer any additional risk or liability on account of any such Reverse Exchange, (C) the Assignee shall indemnify and hold the Assignor harmless from any such additional costs, risks or liabilities including, without limitation, taxes and closing costsits indemnity obligations hereunder, and or affect in any other Losses (as hereinafter defined) that the Assignor may incur as a result manner any of such Reverse Exchange, and (D) any such Reverse Exchange shall not delay party’s representations or hinder the effective consummation of the transactions contemplated by covenants set forth in this Agreement. Notwithstanding any transfer or conveyance to a third party pursuant to a Reverse Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the AssigneeContract.

Like-Kind Exchange. (a) Each Party (in its capacity 6.6.1 Buyer or Sellers, or either of them, may elect to effect the transfer and conveyance of any of the Sellers’ Real Property being conveyed hereunder as an Assignee) agrees to (i) cooperate with the other Party (in its capacity as an Assignor) to permit the Assignor to acquire replacement real property in exchange for the CK Fee Properties or CAPL Fee Properties, as applicable, in part of a tax-–deferred exchange meeting the requirements of under Section 1031 of the Code (a "Forward “Section 1031 Exchange"”). If Buyer or Sellers, or either of them, so elects (an “Electing Party”), such Electing Party shall provide notice to Sellers (if the Electing Party is Buyer) or Buyer (if the Electing Party is a Seller) (“Non-Electing Party”) of its election, and (ii) thereafter such Electing Party: 6.6.1.1 may at any time at or prior to accept performance by other parties Closing assign its rights and obligations under this Agreement to any a “qualified intermediary” as defined in Treasury Regulation Section 1.1031(k)–1(g)(4), subject to all of the Non-Electing Party’s rights and obligations hereunder; and 6.6.1.2 shall promptly provide written notice of such Forward assignment to the Non-Electing Party. 6.6.2 The Non-Electing Party shall cooperate with an Electing Party’s reasonable requests intended to allow such Electing Party to effect the Section 1031 Exchange; provided, however, that the Non-Electing Party’s obligation to cooperate with such Electing Party shall be limited and conditioned as follows: 6.6.2.1 The Non-Electing Party shall receive written notice from the Electing Party at least three (A3) Business Days prior to the Assignor Closing Date, which shall bear identify the parties involved in such Section 1031 Exchange, enclose all documents for which the Non-Electing Party’s signature shall be required, and instruct the Non-Electing Party as to any changed manner of payment of the Purchase Price, if any (including having such payment be made to a “qualified intermediary”) or other requested changes; 6.6.2.2 the Electing Party shall pay for any and all reasonable additional costs and expenses incurred by the Assignee on account Non-Electing Party in connection with accommodating the Section 1031 Exchange; 6.6.2.3 the Electing Party shall not be relieved of any such Forward of its obligations under this Agreement by reason of the Section 1031 Exchange, (B) ; and 6.6.2.4 the Assignee shall not suffer Electing Party’s failure to effectuate any additional risk or liability on account of any such Forward Exchange, (C) the Assignor shall indemnify and hold the Assignee harmless from any such additional costs, risks or liabilities including, without limitation, taxes and closing costs, and any other Losses (as hereinafter defined) that the Assignee may incur as a result of such Forward Exchange, and (D) any such Forward intended Section 1031 Exchange shall not delay or hinder the effective consummation of relieve such Electing Party from its obligations to consummate the transactions contemplated by this Agreement and the consummation of such Section 1031 Exchange shall not be a condition precedent to such Electing Party’s obligations under this Agreement. Notwithstanding any transfer or conveyance by a third party pursuant to a Forward Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the Assignor. 6.6.3 The Electing Party hereby indemnifies and agrees to defend, and hold the Non-Electing Party harmless from and against any claims, costs, damages, expenses, liabilities and losses incurred by, claimed against or suffered by it arising out of such Electing Party’s Section 1031 Exchange. 6.6.4 Any election permitted under this Section is expressly conditioned upon the following: that such election (a) shall have no negative effect on securing any necessary consent or approval hereunder; (b) Each Party (in its capacity as an Assignor) agrees to (i) cooperate with will not delay the other Party (in its capacity as an Assignee) to permit the Assignee to acquire CK Fee Properties or CAPL Fee Properties, as applicable, in a parking arrangement meeting the requirements of Rev. Proc. 2000-37 (a "Reverse Exchange"), Closing Date; and (iic) to accept performance by other parties to any such Reverse Exchange; provided, however, that (A) the Assignee shall bear any and all costs incurred by the Assignor on account of any such Reverse Exchange, (B) the Assignor shall will not suffer result in any additional risk material cost or liability on account of any such Reverse Exchange, (C) to the Assignee shall indemnify and hold the Assignor harmless from any such additional costs, risks or liabilities including, without limitation, taxes and closing costs, and any other Losses (as hereinafter defined) that the Assignor may incur as a result of such Reverse Exchange, and (D) any such Reverse Exchange shall not delay or hinder the effective consummation of the transactions contemplated by this Agreement. Notwithstanding any transfer or conveyance to a third party pursuant to a Reverse Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the AssigneeNon-Electing Party.

Like-Kind Exchange. (a) Each Party (in its capacity In the event that Seller and/or Purchaser shall elect to effectuate the Closing as an Assignee) part of a “like-kind” exchange under Section 1031 of the Code, each party agrees to (i) cooperate with and assist the other Party in all reasonable respects (at no cost other than incidental attorneys’ fees) in its capacity order that the exchange so qualifies as an Assignor) to permit the Assignor to acquire replacement real property in a “like-kind” exchange for the CK Fee Properties or CAPL Fee Properties, as applicable, in a tax-deferred exchange meeting the requirements of under Section 1031 of the Code and the Treasury Regulations promulgated, or to be promulgated, thereunder. If either party, or any member/shareholder of either party (a "Forward Exchange"the “Exchanging Party”), so elects, the other party (the “Cooperating Party”) shall execute such documents and (ii) take such action as may be reasonably necessary in order to accept performance by other parties to any such Forward Exchangeeffectuate this transaction as a like-kind exchange; provided, however, that that: (Ai) the Assignor Cooperating Party’s cooperation hereunder shall be without cost, expense or liability to the Cooperating Party of any kind or character other than attorneys’ fees, costs or expenses incurred in connection with the review of customary documentation in order to effectuate such like-kind exchange, and the Cooperating Party shall have no obligation to take title to any other real property; (ii) the Exchanging Party shall assume all risks in connection with the designation, selection and setting of terms of the purchase or sale of any exchange property; (iii) except as set forth above, the Exchanging Party shall bear all costs and expenses in connection with any such exchange transaction in excess of the costs and expenses which would have otherwise been incurred in acquiring or selling the Property by means of a straight purchase, so that the net effect to the Cooperating Party shall be otherwise identical to that which would have resulted had this Agreement closed on a purchase and sale; (iv) there shall be no delay in the Scheduled Closing Date resulting from such exchange by the Exchanging Party; (v) any documents to effectuate such exchange transaction shall have no practical effect on terms and conditions contained in this Agreement; and (vi) the Exchanging Party shall indemnify, defend and hold the Cooperating Party harmless from any and all claims, demands, penalties, loss, causes of action, suits, risks, liability, costs incurred by the Assignee on account or expenses of any such Forward Exchange, kind or nature (B) the Assignee shall not suffer any additional risk or liability on account of any such Forward Exchange, (C) the Assignor shall indemnify and hold the Assignee harmless from any such additional costs, risks or liabilities including, without limitation, taxes and closing costs, and any other Losses (as hereinafter definedreasonable attorneys’ fees) that which the Assignee Cooperating Party may incur or sustain, directly or indirectly, related to or in connection with, or arising out of, the consummation of this transaction as a result of such Forward Exchange, and (D) any such Forward Exchange shall not delay or hinder the effective consummation of the transactions like-kind exchange as contemplated by this Agreement. Notwithstanding any transfer or conveyance by a third party pursuant to a Forward Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the Assignorhereunder. (b) Each Party (in its capacity as an Assignor) agrees to (i) cooperate with the other Party (in its capacity as an Assignee) to permit the Assignee to acquire CK Fee Properties or CAPL Fee Properties, as applicable, in a parking arrangement meeting the requirements of Rev. Proc. 2000-37 (a "Reverse Exchange"), and (ii) to accept performance by other parties to any such Reverse Exchange; provided, however, that (A) the Assignee shall bear any and all costs incurred by the Assignor on account of any such Reverse Exchange, (B) the Assignor shall not suffer any additional risk or liability on account of any such Reverse Exchange, (C) the Assignee shall indemnify and hold the Assignor harmless from any such additional costs, risks or liabilities including, without limitation, taxes and closing costs, and any other Losses (as hereinafter defined) that the Assignor may incur as a result of such Reverse Exchange, and (D) any such Reverse Exchange shall not delay or hinder the effective consummation of the transactions contemplated by this Agreement. Notwithstanding any transfer or conveyance to a third party pursuant to a Reverse Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the Assignee.

Like-Kind Exchange. (a) Each Party (in its capacity In the event that Seller and/or Purchaser shall elect to effectuate the Closing as an Assignee) part of a “like-kind” exchange under Section 1031 of the Code, each party agrees to (i) cooperate with and assist the other Party in all reasonable respects (at no cost other than incidental attorneys’ fees) in its capacity order that the exchange so qualifies as an Assignor) to permit the Assignor to acquire replacement real property in a “like-kind” exchange for the CK Fee Properties or CAPL Fee Properties, as applicable, in a tax-deferred exchange meeting the requirements of under Section 1031 of the Code and the Treasury Regulations promulgated, or to be promulgated, thereunder. If either party, or any member/shareholder of either party (a "Forward Exchange"the “Exchanging Party”), so elects, the other party (the “Cooperating Party”) shall execute such documents identified at least ten (10) days prior to the scheduled Closing Date and (ii) take such action as may be reasonably necessary in order to accept performance by other parties to any such Forward Exchangeeffectuate this transaction as a like-kind exchange; provided, however, that that: (Ai) the Assignor Cooperating Party’s cooperation hereunder shall be without cost, expense or liability to the Cooperating Party of any kind or character other than attorneys’ fees, costs or expenses incurred in connection with the review of customary documentation in order to effectuate such like-kind exchange, and the Cooperating Party shall have no obligation to take title to any other real property; (ii) the Exchanging Party shall assume all risks in connection with the designation, selection and setting of terms of the purchase or sale of any exchange property; (iii) except as set forth above, the Exchanging Party shall bear all costs and expenses in connection with any such exchange transaction in excess of the costs and expenses which would have otherwise been incurred in acquiring or selling the Property by means of a straight purchase, so that the net effect to the Cooperating Party shall be otherwise identical to that which would have resulted had this Agreement closed on a purchase and sale; (iv) there shall be no delay in the Scheduled Closing Date resulting from such exchange by the Exchanging Party; (v) any documents to effectuate such exchange transaction shall have no practical effect on terms and conditions contained in this Agreement; and (vi) the Exchanging Party shall indemnify, defend and hold the Cooperating Party harmless from any and all claims, demands, penalties, loss, causes of action, suits, risks, liability, costs incurred by the Assignee on account or expenses of any such Forward Exchange, kind or nature (B) the Assignee shall not suffer any additional risk or liability on account of any such Forward Exchange, (C) the Assignor shall indemnify and hold the Assignee harmless from any such additional costs, risks or liabilities including, without limitation, taxes and closing costs, and any other Losses (as hereinafter definedreasonable attorneys’ fees) that which the Assignee Cooperating Party may incur or sustain, directly or indirectly, related to or in connection with, or arising out of, the consummation of this transaction as a result of such Forward Exchange, and (D) any such Forward Exchange shall not delay or hinder the effective consummation of the transactions like-kind exchange as contemplated by this Agreement. Notwithstanding any transfer or conveyance by a third party pursuant to a Forward Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the Assignorhereunder. (b) Each Party (in its capacity as an Assignor) agrees to (i) cooperate with the other Party (in its capacity as an Assignee) to permit the Assignee to acquire CK Fee Properties or CAPL Fee Properties, as applicable, in a parking arrangement meeting the requirements of Rev. Proc. 2000-37 (a "Reverse Exchange"), and (ii) to accept performance by other parties to any such Reverse Exchange; provided, however, that (A) the Assignee shall bear any and all costs incurred by the Assignor on account of any such Reverse Exchange, (B) the Assignor shall not suffer any additional risk or liability on account of any such Reverse Exchange, (C) the Assignee shall indemnify and hold the Assignor harmless from any such additional costs, risks or liabilities including, without limitation, taxes and closing costs, and any other Losses (as hereinafter defined) that the Assignor may incur as a result of such Reverse Exchange, and (D) any such Reverse Exchange shall not delay or hinder the effective consummation of the transactions contemplated by this Agreement. Notwithstanding any transfer or conveyance to a third party pursuant to a Reverse Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the Assignee.

Like-Kind Exchange. Either Party may structure the transaction contemplated hereby as, or as part of, a tax-deferred, like-kind exchange (a“Exchange”), including with a third party, pursuant to Section 1031 of the Code. In connection therewith, each Party, at its option, may assign its right in, and delegate its duties (in part or in whole) Each under, this Agreement, as well as the transfer of interests in any newly formed title holding entity or any cash consideration, as applicable, to a “qualified intermediary,” as defined in Section 1.1031 (k)-1 of the regulations promulgated under the Code, or another person selected by such Party (in its capacity as an Assignee) “Accommodator”), to accomplish the Exchange. In such event, the other Party agrees to cooperate with the first Party in connection with the exchange, including the execution of documents (iincluding escrow instructions and amendments to escrow instructions) in connection therewith, provided that the other Party shall in no way be obligated to pay any charges incurred with respect to the first Party’s replacement property in the Exchange or to take title to the first Party’s replacement property. In addition, each Party will cooperate with the other Party (in its capacity a manner similar to that described above in this paragraph to effect a “reverse like-kind exchange” as requested by the first Party, provided that such Party may make such assignment, delegation or transfer described above to an Assignor) “exchange accommodation title holder,” as defined in Revenue Procedure 2000-37, selected by such Party as Accommodator to permit accomplish the Assignor Exchange, all subject to the limitations described above. Neither Party shall be required to make any representations or warranties, assume any obligations, spend any out-of-pocket sum, or acquire replacement real title to any other property in connection with an exchange for involving an Accommodator selected by the CK Fee Properties or CAPL Fee Properties, as applicable, in a tax-deferred exchange meeting the requirements of Section 1031 other Party. None of the Code (a "Forward Exchange")representations, and (ii) to accept performance by warranties, covenants, indemnification obligations or other parties to any such Forward Exchange; provided, however, that (A) the Assignor shall bear any and all costs incurred by the Assignee on account of any such Forward Exchange, (B) the Assignee shall not suffer any additional risk or liability on account of any such Forward Exchange, (C) the Assignor shall indemnify and hold the Assignee harmless from any such additional costs, risks or liabilities including, without limitation, taxes and closing costs, and any other Losses (as hereinafter defined) that the Assignee may incur as a result of such Forward Exchange, and (D) any such Forward Exchange shall not delay or hinder the effective consummation agreements of the transactions Parties hereunder shall be affected by any assignment to an Accommodator contemplated by this AgreementSection 5.5. Notwithstanding any transfer or conveyance by a third party pursuant to a Forward Exchangeother provision of this Agreement, all representations and warranties made herein with respect to any exchange parcel the provisions of this Section 5.5 shall be deemed made and given by survive the Assignor. (b) Each Party (in its capacity as an Assignor) agrees to (i) cooperate with the other Party (in its capacity as an Assignee) to permit the Assignee to acquire CK Fee Properties or CAPL Fee Properties, as applicable, in a parking arrangement meeting the requirements of Rev. Proc. 2000-37 (a "Reverse Exchange"), and (ii) to accept performance by other parties to any such Reverse Exchange; provided, however, that (A) the Assignee shall bear any and all costs incurred by the Assignor on account of any such Reverse Exchange, (B) the Assignor shall not suffer any additional risk or liability on account of any such Reverse Exchange, (C) the Assignee shall indemnify and hold the Assignor harmless from any such additional costs, risks or liabilities including, Closing without limitation, taxes and closing costs, and any other Losses (as hereinafter defined) that the Assignor may incur as a result of such Reverse Exchange, and (D) any such Reverse Exchange shall not delay or hinder the effective consummation of the transactions contemplated by this Agreement. Notwithstanding any transfer or conveyance to a third party pursuant to a Reverse Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the Assignee.

Like-Kind Exchange. (a) Each Party (in its capacity Buyer or Sellers, or any of them, may elect to effect the transfer and conveyance of any of the assets of the Companies as an Assignee) agrees to (i) cooperate with the other Party (in its capacity as an Assignor) to permit the Assignor to acquire replacement real property in exchange for the CK Fee Properties or CAPL Fee Properties, as applicable, in part of a tax-deferred exchange meeting the requirements of under Section 1031 of the Code (a "Forward “Section 1031 Exchange"”). If Buyer or Sellers, or any of them, so elects (an “Electing Party”), such Electing Party shall provide notice to Sellers (if the Electing Party is Buyer) or Buyer (if the Electing Party is a Seller) (“Non-Electing Party”) of its election, and thereafter such Electing Party: (i) may at any time at or prior to Closing assign its rights and obligations under this Agreement to a “qualified intermediary” as defined in Treasury Regulation Section 1.1031(k)−1(g)(4), subject to all of the Non-Electing Parties’ rights and obligations hereunder; and (ii) shall promptly provide written notice of such assignment to accept performance by other parties the Non-Electing Parties. (b) The Non-Electing Parties shall cooperate with an Electing Party’s reasonable requests intended to any allow such Forward Electing Party to effect the Section 1031 Exchange; provided, however, that the Non-Electing Parties’ obligations to cooperate with such Electing Party shall be limited and conditioned as follows: (Ai) the Assignor Non-Electing Party shall bear receive written notice from the Electing Party at least three (3) business days prior to the Closing Date, which shall identify the parties involved in such Section 1031 Exchange, enclose all documents for which the Non-Electing Parties’ signatures shall be required, and instruct the Non-Electing Parties as to any changed manner of payment of the Purchase Price, if any (including having such payment be made to a “qualified intermediary”) or other requested changes; (ii) the Electing Party shall pay for any and all reasonable additional costs and expenses incurred by the Assignee on account Non-Electing Parties in connection with accommodating the Section 1031 Exchange; (iii) the Electing Party shall not be relieved of any such Forward of its obligations under this Agreement by reason of the Section 1031 Exchange, ; and (Biv) the Assignee shall not suffer Electing Party’s failure to effectuate any additional risk or liability on account of any such Forward Exchange, (C) the Assignor shall indemnify and hold the Assignee harmless from any such additional costs, risks or liabilities including, without limitation, taxes and closing costs, and any other Losses (as hereinafter defined) that the Assignee may incur as a result of such Forward Exchange, and (D) any such Forward intended Section 1031 Exchange shall not delay or hinder the effective consummation of relieve such Electing Party from its obligations to consummate the transactions contemplated by this Agreement and the consummation of such Section 1031 Exchange shall not be a condition precedent to such Electing Party’s obligations under this Agreement. Notwithstanding any transfer or conveyance by a third party pursuant to a Forward Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the Assignor. (bc) Each The Electing Party (in its capacity as an Assignor) hereby indemnifies and agrees to defend, and hold the Non-Electing Parties harmless from and against any claims, costs, damages, expenses, liabilities and losses incurred by, claimed against or suffered by it arising out of such Electing Party’s Section 1031 Exchange. (d) Any election permitted under this Section 9.20 is expressly conditioned upon the following: that such election (i) cooperate with the other Party (in its capacity as an Assignee) to permit the Assignee to acquire CK Fee Properties shall have no negative effect on securing any necessary consent or CAPL Fee Properties, as applicable, in a parking arrangement meeting the requirements of Rev. Proc. 2000-37 (a "Reverse Exchange"), and approval hereunder; (ii) to accept performance by other parties to any such Reverse Exchangewill not delay the Closing Date; provided, however, that and (Aiii) the Assignee shall bear any and all costs incurred by the Assignor on account of any such Reverse Exchange, (B) the Assignor shall will not suffer result in any additional risk material cost or liability on account of any such Reverse Exchange, (C) to the Assignee shall indemnify and hold the Assignor harmless from any such additional costs, risks or liabilities including, without limitation, taxes and closing costs, and any other Losses (as hereinafter defined) that the Assignor may incur as a result of such Reverse Exchange, and (D) any such Reverse Exchange shall not delay or hinder the effective consummation of the transactions contemplated by this Agreement. Notwithstanding any transfer or conveyance to a third party pursuant to a Reverse Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the AssigneeNon-Electing Parties.

Like-Kind Exchange. (a) Each Party (At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in its capacity as an Assignee) agrees order to (i) cooperate with effectuate all or any part of the other Party (in its capacity as an Assignor) to permit the Assignor to acquire replacement real property in transactions contemplated by this Agreement a like-kind exchange for the CK Fee Properties or CAPL Fee Properties, as applicable, benefit of the requesting party in a tax-deferred exchange meeting the requirements of accordance with Section 1031 of the Code (a "Forward Exchange")Internal Revenue Code, including executing an instrument acknowledging and (ii) to accept performance by other parties consenting to any such Forward Exchangeassignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that (A) such assignment will not relieve the Assignor requesting party of any of its obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall bear the non-exchanging party incur or be subject to any liability that is not otherwise provided for in this Agreement; the Closing Date shall not be delayed as the result of such exchange; all additional costs in connection with such exchange shall be borne by the exchanging party; and the exchanging party shall indemnify the non-exchanging party and hold the non-exchanging party harmless from and against any and all costs incurred by the Assignee on account of any such Forward Exchangeclaims, (B) the Assignee shall not suffer any additional risk or liability on account of any such Forward Exchangedemands, (C) the Assignor shall indemnify and hold the Assignee harmless from any such additional liabilities, costs, risks or liabilities expenses, penalties, damages and losses, including, without limitation, taxes and closing costs, and any other Losses (as hereinafter defined) that reasonable attorneys’ fees relating to the Assignee may incur as a result of non-exchanging party’s participation in such Forward Exchange, and (D) any such Forward Exchange exchange. This Agreement is not subject to or conditioned upon the ability to consummate an exchange. The indemnification provision set forth in this Section 12.14 shall not delay or hinder survive the effective consummation of the transactions contemplated by this Agreement. Notwithstanding any transfer or conveyance by a third party pursuant to a Forward Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the AssignorClosing. (b) Each Party (in its capacity as an Assignor) agrees to (i) cooperate with the other Party (in its capacity as an Assignee) to permit the Assignee to acquire CK Fee Properties or CAPL Fee Properties, as applicable, in a parking arrangement meeting the requirements of Rev. Proc. 2000-37 (a "Reverse Exchange"), and (ii) to accept performance by other parties to any such Reverse Exchange; provided, however, that (A) the Assignee shall bear any and all costs incurred by the Assignor on account of any such Reverse Exchange, (B) the Assignor shall not suffer any additional risk or liability on account of any such Reverse Exchange, (C) the Assignee shall indemnify and hold the Assignor harmless from any such additional costs, risks or liabilities including, without limitation, taxes and closing costs, and any other Losses (as hereinafter defined) that the Assignor may incur as a result of such Reverse Exchange, and (D) any such Reverse Exchange shall not delay or hinder the effective consummation of the transactions contemplated by this Agreement. Notwithstanding any transfer or conveyance to a third party pursuant to a Reverse Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the Assignee.

Like-Kind Exchange. (a) Each Party (in its capacity Buyer or Sellers, or any of them, may elect to effect the transfer and conveyance of any of the assets of the Companies as an Assignee) agrees to (i) cooperate with the other Party (in its capacity as an Assignor) to permit the Assignor to acquire replacement real property in exchange for the CK Fee Properties or CAPL Fee Properties, as applicable, in part of a tax-deferred exchange meeting the requirements of under Section 1031 of the Code (a "Forward “Section 1031 Exchange"”). If Buyer or Sellers, or any of them, so elects (an “Electing Party”), such Electing Party shall provide notice to Sellers (if the Electing Party is Buyer) or Buyer (if the Electing Party is a Seller) (“Non-Electing Party”) of its election, and thereafter such Electing Party: (i) may at any time at or prior to Closing assign its rights and obligations under this Agreement to a “qualified intermediary” as defined in Treasury Regulation Section 1.1031(k)-1(g)(4), subject to all of the Non-Electing Parties’ rights and obligations hereunder; and (ii) shall promptly provide written notice of such assignment to accept performance by other parties the Non-Electing Parties. (b) The Non-Electing Parties shall cooperate with an Electing Party’s reasonable requests intended to any allow such Forward Electing Party to effect the Section 1031 Exchange; provided, however, that the Non-Electing Parties’ obligations to cooperate with such Electing Party shall be limited and conditioned as follows: (Ai) the Assignor Non-Electing Party shall bear receive written notice from the Electing Party at least three (3) business days prior to the Closing Date, which shall identify the parties involved in such Section 1031 Exchange, enclose all documents for which the Non-Electing Parties’ signatures shall be required, and instruct the Non-Electing Parties as to any changed manner of payment of the Purchase Price, if any (including having such payment be made to a “qualified intermediary”) or other requested changes; (ii) the Electing Party shall pay for any and all reasonable additional costs and expenses incurred by the Assignee on account Non-Electing Parties in connection with accommodating the Section 1031 Exchange; (iii) the Electing Party shall not be relieved of any such Forward of its obligations under this Agreement by reason of the Section 1031 Exchange, ; and (Biv) the Assignee shall not suffer Electing Party’s failure to effectuate any additional risk or liability on account of any such Forward Exchange, (C) the Assignor shall indemnify and hold the Assignee harmless from any such additional costs, risks or liabilities including, without limitation, taxes and closing costs, and any other Losses (as hereinafter defined) that the Assignee may incur as a result of such Forward Exchange, and (D) any such Forward intended Section 1031 Exchange shall not delay or hinder the effective consummation of relieve such Electing Party from its obligations to consummate the transactions contemplated by this Agreement and the consummation of such Section 1031 Exchange shall not be a condition precedent to such Electing Party’s obligations under this Agreement. Notwithstanding any transfer or conveyance by a third party pursuant to a Forward Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the Assignor. (bc) Each The Electing Party (in its capacity as an Assignor) hereby indemnifies and agrees to defend, and hold the Non-Electing Parties harmless from and against any claims, costs, damages, expenses, liabilities and losses incurred by, claimed against or suffered by it arising out of such Electing Party’s Section 1031 Exchange. (d) Any election permitted under this Section 9.20 is expressly conditioned upon the following: that such election (i) cooperate with the other Party (in its capacity as an Assignee) to permit the Assignee to acquire CK Fee Properties shall have no negative effect on securing any necessary consent or CAPL Fee Properties, as applicable, in a parking arrangement meeting the requirements of Rev. Proc. 2000-37 (a "Reverse Exchange"), and approval hereunder; (ii) to accept performance by other parties to any such Reverse Exchangewill not delay the Closing Date; provided, however, that and (Aiii) the Assignee shall bear any and all costs incurred by the Assignor on account of any such Reverse Exchange, (B) the Assignor shall will not suffer result in any additional risk material cost or liability on account of any such Reverse Exchange, (C) to the Assignee shall indemnify and hold the Assignor harmless from any such additional costs, risks or liabilities including, without limitation, taxes and closing costs, and any other Losses (as hereinafter defined) that the Assignor may incur as a result of such Reverse Exchange, and (D) any such Reverse Exchange shall not delay or hinder the effective consummation of the transactions contemplated by this Agreement. Notwithstanding any transfer or conveyance to a third party pursuant to a Reverse Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the AssigneeNon-Electing Parties.

Like-Kind Exchange. (a) Each Party (in its capacity 5.12.1 Buyer or Sellers, or either of them, may elect to effect the transfer and conveyance of any of the assets of the Companies as an Assignee) agrees to (i) cooperate with the other Party (in its capacity as an Assignor) to permit the Assignor to acquire replacement real property in exchange for the CK Fee Properties or CAPL Fee Properties, as applicable, in part of a tax-deferred exchange meeting the requirements of under Section 1031 of the Code (a "Forward “Section 1031 Exchange"”). If Buyer or Sellers, or either of them, so elects (an “Electing Party”), such Electing Party shall provide notice to Sellers (if the Electing Party is Buyer) or Buyer (if the Electing Party is a Seller) (“Non-Electing Party”) of its election, and (ii) thereafter such Electing Party: 5.12.1.1 may at any time at or prior to accept performance by other parties Closing assign its rights and obligations under this Agreement to any a “qualified intermediary” as defined in Treasury Regulation Section 1.1031(k)—1(g)(4), subject to all of the Non-Electing Party’s rights and obligations hereunder; and 5.12.1.2 shall promptly provide written notice of such Forward assignment to the Non-Electing Party. 5.12.2 The Non-Electing Party shall cooperate with an Electing Party’s reasonable requests intended to allow such Electing Party to effect the Section 1031 Exchange; provided, however, that the Non-Electing Party’s obligation to cooperate with such Electing Party shall be limited and conditioned as follows: 5.12.2.1 The Non-Electing Party shall receive written notice from the Electing Party at least three (A3) Business Days prior to the Assignor Closing Date, which shall bear identify the parties involved in such Section 1031 Exchange, enclose all documents for which the Non-Electing Party’s signature shall be required, and instruct the Non-Electing Party as to any changed manner of payment of the Purchase Price, if any (including having such payment be made to a “qualified intermediary”) or other requested changes; 5.12.2.2 the Electing Party shall pay for any and all reasonable additional costs and expenses incurred by the Assignee on account Non-Electing Party in connection with accommodating the Section 1031 Exchange; 5.12.2.3 the Electing Party shall not be relieved of any such Forward of its obligations under this Agreement by reason of the Section 1031 Exchange, (B) ; and 5.12.2.4 the Assignee shall not suffer Electing Party’s failure to effectuate any additional risk or liability on account of any such Forward Exchange, (C) the Assignor shall indemnify and hold the Assignee harmless from any such additional costs, risks or liabilities including, without limitation, taxes and closing costs, and any other Losses (as hereinafter defined) that the Assignee may incur as a result of such Forward Exchange, and (D) any such Forward intended Section 1031 Exchange shall not delay or hinder the effective consummation of relieve such Electing Party from its obligations to consummate the transactions contemplated by this Agreement and the consummation of such Section 1031 Exchange shall not be a condition precedent to such Electing Party’s obligations under this Agreement. Notwithstanding any transfer or conveyance by a third party pursuant to a Forward Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the Assignor. 5.12.3 The Electing Party hereby indemnifies and agrees to defend, and hold the Non-Electing Party harmless from and against any claims, costs, damages, expenses, liabilities and losses incurred by, claimed against or suffered by it arising out of such Electing Party’s Section 1031 Exchange. 5.12.4 Any election permitted under this Section is expressly conditioned upon the following: that such election (a) shall have no negative effect on securing any necessary consent or approval hereunder; (b) Each Party (in its capacity as an Assignor) agrees to (i) cooperate with will not delay the other Party (in its capacity as an Assignee) to permit the Assignee to acquire CK Fee Properties or CAPL Fee Properties, as applicable, in a parking arrangement meeting the requirements of Rev. Proc. 2000-37 (a "Reverse Exchange"), Closing Date; and (iic) to accept performance by other parties to any such Reverse Exchange; provided, however, that (A) the Assignee shall bear any and all costs incurred by the Assignor on account of any such Reverse Exchange, (B) the Assignor shall will not suffer result in any additional risk material cost or liability on account of any such Reverse Exchange, (C) to the Assignee shall indemnify and hold the Assignor harmless from any such additional costs, risks or liabilities including, without limitation, taxes and closing costs, and any other Losses (as hereinafter defined) that the Assignor may incur as a result of such Reverse Exchange, and (D) any such Reverse Exchange shall not delay or hinder the effective consummation of the transactions contemplated by this Agreement. Notwithstanding any transfer or conveyance to a third party pursuant to a Reverse Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the AssigneeNon-Electing Party.

Like-Kind Exchange. Either party may elect to structure this transaction as a like-kind exchange pursuant to Section 1031 of the Code, and the regulations promulgated thereunder, with respect to any or all of the Assets (aa “Like-Kind Exchange”) Each Party at any time prior to the date of Closing. In order to effect a Like-Kind Exchange, non-electing party shall cooperate and do all acts as may be reasonably required or requested by the party electing for a Like-Kind Exchange with regard to effecting such Like-Kind Exchange, including, but not limited to, permitting such party to assign its rights under this Agreement to a Qualified Intermediary (“QI”) of such party’s choice in accordance with Treasury Regulation § 1.1031(k)-1(g)(4) or executing additional escrow instructions, documents, agreements or instruments to effect an exchange. Buyer reserves the right, at or prior to Closing, to assign its rights or a portion thereof under this Agreement with respect to any or all of the Assets to Buyer’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Seller and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not release either Seller or Buyer from, or expand, any of their respective liabilities and obligations to each other under this Agreement. The party not participating in the Like-Kind Exchange shall not be obligated to pay any additional costs or incur any additional obligations in its capacity as an Assignee) agrees to (i) cooperate with the other Party (in its capacity as an Assignor) to permit the Assignor to acquire replacement real property in exchange for the CK Fee Properties sale or CAPL Fee Propertiespurchase, as applicable, in a tax-deferred exchange meeting the requirements of Section 1031 of the Code (a "Forward Exchange"), and (ii) to accept performance by other parties to any Assets if such Forward Exchange; provided, however, that (A) costs are the Assignor shall bear any and all costs incurred by the Assignee on account of any such Forward Exchange, (B) the Assignee shall not suffer any additional risk or liability on account of any such Forward Exchange, (C) the Assignor shall indemnify and hold the Assignee harmless from any such additional costs, risks or liabilities including, without limitation, taxes and closing costs, and any other Losses (as hereinafter defined) that the Assignee may incur as a result of such Forward the other party’s Like-Kind Exchange, and (D) any such Forward the party electing to consummate the sale or purchase as a Like-Kind Exchange shall not delay or hinder the effective consummation of the transactions contemplated by this Agreement. Notwithstanding any transfer or conveyance by a third party pursuant to a Forward Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the Assignor. (b) Each Party (in its capacity as an Assignor) agrees to (i) cooperate with hold harmless and indemnify the other Party (in its capacity as an Assignee) to permit party from and against all claims, losses and liabilities, if any, resulting from the Assignee to acquire CK Fee Properties or CAPL Fee Properties, as applicable, in a parking arrangement meeting the requirements of Rev. Proc. 2000Like-37 (a "Reverse Kind Exchange"), and (ii) to accept performance by other parties to any such Reverse Exchange; provided, however, that (A) the Assignee shall bear any and all costs incurred by the Assignor on account of any such Reverse Exchange, (B) the Assignor shall not suffer any additional risk or liability on account of any such Reverse Exchange, (C) the Assignee shall indemnify and hold the Assignor harmless from any such additional costs, risks or liabilities including, without limitation, taxes and closing costs, and any other Losses (as hereinafter defined) that the Assignor may incur as a result of such Reverse Exchange, and (D) any such Reverse Exchange shall not delay or hinder the effective consummation of the transactions contemplated by this Agreement. Notwithstanding any transfer or conveyance to a third party pursuant to a Reverse Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the Assignee...

Like-Kind Exchange. (a) Each Party (in its capacity Purchaser may elect to treat the acquisition of the Acquired Interests as an Assignee) agrees to (i) cooperate with the other Party (in its capacity as an Assignor) to permit the Assignor to acquire replacement real exchange of like-kind property in exchange for the CK Fee Properties or CAPL Fee Properties, as applicable, in a tax-deferred exchange meeting the requirements of under Section 1031 of the Code (an “Exchange”) provided that the Closing shall not be delayed by reason of the Exchange. Sellers agree to use reasonable efforts to cooperate with Purchaser in the completion of such an Exchange including an Exchange subject to the procedures outlined in Treasury Regulation § 1.1031(k)-1 and/or Internal Revenue Service Revenue Procedure 2000-37. Purchaser shall have the right at any time prior to Closing to assign all or a "Forward part of its rights under this Agreement to a qualified intermediary (as that term is defined in Treasury Regulation § 1.1031(k)-1(g)(4)(iii)) or an exchange accommodation titleholder (as that term is defined in Internal Revenue Service Revenue Procedure 2000-37) to effect an Exchange"). Each Party acknowledges and agrees that neither an assignment of Purchaser’s rights under this Agreement nor any other actions taken by Purchaser or any other Person in connection with the Exchange shall release any Party from, or modify, any of its Liabilities (including indemnity obligations to each other) under this Agreement, and (ii) to accept performance by other parties no Party makes any representations as to any particular Tax treatment that may be afforded to any other Party by reason of such Forward assignment or any other actions taken in connection with the Exchange; provided. If Purchaser elects to treat the acquisition of the Acquired Interests as an Exchange, however, that (A) the Assignor Purchaser shall bear any and be obligated to pay all additional costs incurred by the Assignee on account of any such Forward Exchange, (B) the Assignee shall not suffer any additional risk or liability on account of any such Forward Exchange, (C) the Assignor shall indemnify and hold the Assignee harmless from any such additional costs, risks or liabilities including, without limitation, taxes and closing costs, and any other Losses (as hereinafter defined) that the Assignee may incur hereunder as a result of such Forward the Exchange, and (D) any such Forward Exchange in consideration for the cooperation of Sellers, Purchaser shall not delay or hinder the effective consummation of the transactions contemplated by this Agreement. Notwithstanding any transfer or conveyance by a third party pursuant agree to a Forward Exchange, pay all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the Assignor. (b) Each Party (in its capacity as an Assignor) agrees to (i) cooperate costs associated with the other Party (in its capacity as an Assignee) Exchange and to permit the Assignee to acquire CK Fee Properties or CAPL Fee Propertiesindemnify and hold Sellers, as applicable, in a parking arrangement meeting the requirements of Rev. Proc. 2000-37 (a "Reverse Exchange")their Affiliates, and (ii) to accept performance by other parties to any such Reverse Exchange; providedtheir respective former, howevercurrent and future partners, that (A) the Assignee shall bear members, shareholders, owners, officers, directors, managers, employees, agents and representatives harmless from and against any and all costs Liabilities and Taxes arising out of, based upon, attributable to or resulting from the Exchange or transactions or actions taken in connection with the Exchange that would not have been incurred by the Assignor on account of any such Reverse Exchange, (B) the Assignor shall not suffer any additional risk or liability on account of any such Reverse Exchange, (C) the Assignee shall indemnify and hold the Assignor harmless from any such additional costs, risks or liabilities including, without limitation, taxes and closing costs, and any other Losses (as hereinafter defined) that the Assignor may incur as a result of such Reverse Exchange, and (D) any such Reverse Sellers but for Purchaser’s Exchange shall not delay or hinder the effective consummation of the transactions contemplated by this Agreement. Notwithstanding any transfer or conveyance to a third party pursuant to a Reverse Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the Assigneeelection.

Like-Kind Exchange. (a) Each Party (in its capacity Buyer or Sellers, or any of them, may elect to effect the transfer and conveyance of any of the assets of the Companies as an Assignee) agrees to (i) cooperate with the other Party (in its capacity as an Assignor) to permit the Assignor to acquire replacement real property in exchange for the CK Fee Properties or CAPL Fee Properties, as applicable, in part of a tax-deferred exchange meeting the requirements of under Section 1031 of the Code (a "Forward “Section 1031 Exchange"”). If Buyer or Sellers, or any of them, so elects (an “Electing Party”), such Electing Party shall provide notice to Sellers (if the Electing Party is Buyer) or Buyer (if the Electing Party is a Seller) (“Non-Electing Party”) of its election, and thereafter such Electing Party: (i) may at any time at or prior to Closing assign its rights and obligations under this Agreement to a “qualified intermediary” as defined in Treasury Regulation Section 1.1031(k)–1(g)(4), subject to all of the Non-Electing Parties’ rights and obligations hereunder; and (ii) shall promptly provide written notice of such assignment to accept performance by other parties the Non-Electing Parties. (b) The Non-Electing Parties shall cooperate with an Electing Party’s reasonable requests intended to any allow such Forward Electing Party to effect the Section 1031 Exchange; provided, however, that the Non-Electing Parties’ obligations to cooperate with such Electing Party shall be limited and conditioned as follows: (Ai) the Assignor Non-Electing Party shall bear receive written notice from the Electing Party at least three (3) business days prior to the Closing Date, which shall identify the parties involved in such Section 1031 Exchange, enclose all documents for which the Non-Electing Parties’ signatures shall be required, and instruct the Non-Electing Parties as to any changed manner of payment of the Purchase Price, if any (including having such payment be made to a “qualified intermediary”) or other requested changes; (ii) the Electing Party shall pay for any and all reasonable additional costs and expenses incurred by the Assignee on account Non-Electing Parties in connection with accommodating the Section 1031 Exchange; (iii) the Electing Party shall not be relieved of any such Forward of its obligations under this Agreement by reason of the Section 1031 Exchange, ; and (Biv) the Assignee shall not suffer Electing Party’s failure to effectuate any additional risk or liability on account of any such Forward Exchange, (C) the Assignor shall indemnify and hold the Assignee harmless from any such additional costs, risks or liabilities including, without limitation, taxes and closing costs, and any other Losses (as hereinafter defined) that the Assignee may incur as a result of such Forward Exchange, and (D) any such Forward intended Section 1031 Exchange shall not delay or hinder the effective consummation of relieve such Electing Party from its obligations to consummate the transactions contemplated by this Agreement and the consummation of such Section 1031 Exchange shall not be a condition precedent to such Electing Party’s obligations under this Agreement. Notwithstanding any transfer or conveyance by a third party pursuant to a Forward Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the Assignor. (bc) Each The Electing Party (in its capacity as an Assignor) hereby indemnifies and agrees to defend, and hold the Non-Electing Parties harmless from and against any claims, costs, damages, expenses, liabilities and losses incurred by, claimed against or suffered by it arising out of such Electing Party’s Section 1031 Exchange. (d) Any election permitted under this Section 9.20 is expressly conditioned upon the following: that such election (i) cooperate with the other Party (in its capacity as an Assignee) to permit the Assignee to acquire CK Fee Properties shall have no negative effect on securing any necessary consent or CAPL Fee Properties, as applicable, in a parking arrangement meeting the requirements of Rev. Proc. 2000-37 (a "Reverse Exchange"), and approval hereunder; (ii) to accept performance by other parties to any such Reverse Exchangewill not delay the Closing Date; provided, however, that and (Aiii) the Assignee shall bear any and all costs incurred by the Assignor on account of any such Reverse Exchange, (B) the Assignor shall will not suffer result in any additional risk material cost or liability on account of any such Reverse Exchange, (C) to the Assignee shall indemnify and hold the Assignor harmless from any such additional costs, risks or liabilities including, without limitation, taxes and closing costs, and any other Losses (as hereinafter defined) that the Assignor may incur as a result of such Reverse Exchange, and (D) any such Reverse Exchange shall not delay or hinder the effective consummation of the transactions contemplated by this Agreement. Notwithstanding any transfer or conveyance to a third party pursuant to a Reverse Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the AssigneeNon-Electing Parties.

Like-Kind Exchange. (a) Each Party (in its capacity as an Assignee) party agrees to (i) reasonably cooperate with the other Party (in its capacity as effecting an Assignor) exchange transaction which includes the Project pursuant to permit the Assignor to acquire replacement real property in exchange for the CK Fee Properties or CAPL Fee Properties, as applicable, in a tax-deferred exchange meeting the requirements of Section 1031 of the United States Internal Revenue Code (an “Exchange”), provided that any Exchange initiated by either party shall be at initiating party’s sole cost and expense and shall not delay the Closing. Without limiting the generality of the foregoing, the following provisions shall apply in the event either party (the “Requesting Party”) desires to effectuate an Exchange: (a) The Requesting Party, at its option, may assign its right in, and delegate its duties (in part or in whole) under this Agreement, as well as the transfer of its interest in the Property, to a "Forward Exchange"qualified intermediary (“Qualified Intermediary”) selected by the Requesting Party provided the Requesting Party shall continue to remain liable for its obligations hereunder and under the documents to be delivered by the Requesting Party pursuant hereto; (b) Qualified Intermediary shall have no liability to the other party (the “Other Party”), and the Other Party shall release the Qualified Intermediary from any claims by Purchaser in connection with the Exchange; (iic) The Other Party agrees to accept performance by other parties cooperate with the Requesting Party in connection with the Exchange, including the execution of documents (including, but not limited to, escrow instructions and amendments to any such Forward Exchange; provided, however, that (Aescrow instructions) the Assignor shall bear any and all costs incurred therefore reasonably requested by the Assignee on account of Requesting Party; (d) The Other Party shall in no way be obligated to pay any such Forward escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to the Requesting Party’s replacement property in the Exchange, ; (Be) the Assignee The Closing shall not suffer be contingent or otherwise subject to the consummation of the Exchange; (f) Escrow shall timely close in accordance with the terms of this Agreement notwithstanding any additional risk failure, for any reason, of the consummation of the Exchange; (g) The Other Party shall have no responsibility or liability on account of the Exchange to any such Forward third party involved in the Exchange, ; (Ch) the Assignor shall indemnify and hold the Assignee harmless from any such additional costs, risks or liabilities including, without limitation, taxes and closing costs, and any other Losses (as hereinafter defined) that the Assignee may incur as a result of such Forward Exchange, and (D) any such Forward Exchange The Other Party shall not delay be required to make any representations or hinder warranties nor assume any obligations, nor spend any out-of-pocket sum in connection with the effective consummation of the transactions contemplated by this Agreement. Notwithstanding any transfer or conveyance by a third party pursuant to a Forward Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the Assignor.; (b) Each Party (in its capacity as an Assignor) agrees to (i) cooperate with All representation, warranties, covenants and indemnification obligations of Requesting Party to the other Other Party (whether set forth in its capacity as an Assignee) this Agreement or otherwise existing at law or at equity, shall inure to permit the Assignee to acquire CK Fee Properties or CAPL Fee Propertiesbenefit of the Other Party and shall remain the obligation of the Requesting Party, as applicable, in a parking arrangement meeting notwithstanding the requirements of Rev. Proc. 2000-37 (a "Reverse Exchange"), and (ii) to accept performance by other parties to any such Reverse Exchange; providedand (j) All representations, howeverwarranties, that (A) the Assignee shall bear any covenants and all costs incurred by the Assignor on account of any such Reverse Exchange, (B) the Assignor shall not suffer any additional risk or liability on account of any such Reverse Exchange, (C) the Assignee shall indemnify and hold the Assignor harmless from any such additional costs, risks or liabilities including, without limitation, taxes and closing costs, and any other Losses (as hereinafter defined) that the Assignor may incur as a result of such Reverse Exchange, and (D) any such Reverse Exchange shall not delay or hinder the effective consummation indemnification obligations of the transactions contemplated by Other Party to the Requesting Party whether set forth in this Agreement. Notwithstanding any transfer Agreement or conveyance otherwise existing at law or at equity, shall inure to a third party pursuant to a Reverse the benefit of the Requesting Party and shall remain the obligation of the Other Party, notwithstanding the Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the Assignee.

Like-Kind Exchange. (a) Each Party (in its capacity Seller and/or Buyer may wish to effect an exchange qualifying as an Assignee) agrees to (i) cooperate with the other Party (in its capacity as an Assignor) to permit the Assignor to acquire replacement real property in exchange for the CK Fee Properties or CAPL Fee Properties, as applicable, in a tax-deferred free exchange meeting the requirements of under Section 1031 of the Internal Revenue Code of 1986 (a "Forward “1031 Exchange"”), and if either party, at its option, shall elect to undertake a 1031 Exchange, the following terms shall apply: (i) The Exchanging Party (“the Exchanging Party”), at its option, may assign its rights in, and delegate its duties (in part or in whole) under, this Agreement, to a qualified intermediary selected by such party (“Accommodator”) in a manner consistent with the provisions of Treasury Regulations Section 1.1031(k)-1(g)(4), and the Exchanging Party may add the Accommodator as an additional party to the escrow hereunder; (ii) Accommodator shall have no liability to accept performance the other party (“Non-Exchanging Party”) and the Non-Exchanging Party shall release Accommodator from any claims by other parties to any such Forward the Non-Exchanging Party in connection with the 1031 Exchange; provided, however, that (A) in no event shall the Assignor shall bear any and all costs incurred by the Assignee on account of any such Forward Exchange, (B) the Assignee shall not suffer any additional risk or liability on account of any such Forward Exchange, (C) the Assignor shall Non-Exchanging party be obligated to indemnify and hold the Assignee harmless from any such additional costs, risks or liabilities including, without limitation, taxes and closing costs, and any other Losses (as hereinafter defined) that the Assignee may incur as a result of such Forward Exchange, and (D) any such Forward Exchange shall not delay or hinder the effective consummation of the transactions contemplated by this Agreement. Notwithstanding any transfer or conveyance by a third party pursuant to a Forward Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the Assignor.Accommodator; (biii) Each The Non-Exchanging Party (in its capacity as an Assignor) agrees to (i) reasonably cooperate with the other Exchanging Party in connection with the 1031 Exchange, including the execution of documents (in its capacity as an Assigneeincluding, but not limited to, escrow instructions and amendments to escrow instructions) to permit the Assignee to acquire CK Fee Properties or CAPL Fee Properties, as applicable, in a parking arrangement meeting the requirements of Rev. Proc. 2000-37 (a "Reverse Exchange"), and (ii) to accept performance by other parties to any such Reverse Exchangetherefor; provided, however, that (A) the Assignee shall bear any and all costs incurred by the Assignor on account of any such Reverse Exchange, (B) the Assignor these documents shall not suffer increase the obligations or liability of the Non-Exchanging Party; (iv) The Non-Exchanging Party shall in no way be obligated to pay any additional risk increased escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred as a result of the 1031 Exchange; (v) The Exchanging Party’s obligation to sell or purchase the Property, as applicable, pursuant to this Agreement shall not be contingent or otherwise subject to the consummation of the 1031 Exchange. (vi) The Close of Escrow shall timely occur in accordance with the terms of this Agreement and shall not be delayed notwithstanding any failure, for any reason (other than Non-Exchanging Party’s breach of this Agreement, of the consummation of the 1031 Exchange; (vii) The Non-Exchanging Party shall have no responsibility or liability on account of the 1031 Exchange to any such Reverse third party involved in the 1031 Exchange (viii) The Non-Exchanging Party shall not be required to make any representations or warranties, nor assume any obligations, nor spend any funds, in connection with the 1031 Exchange, other than such Non-Exchanging Party’s attorneys’ fees in connection with the review and approval of customary documentation and settlement statements in connection with the 1031 Exchange as it relates to the Property (Cix) All representations, warranties, covenants and indemnification obligations of the Assignee parties to one another, whether set forth in this Agreement or otherwise existing at law or at equity, shall indemnify not be affected by the 1031 Exchange. In the event of such 1031 Exchange, each of the Exchanging Party and the Non-Exchanging Party shall have precisely the same obligations to the other party under this Agreement as they would have without the 1031 Exchange. The obligations of parties in no event shall be reduced, modified, or exonerated by reason of the 1031 Exchange; (x) The Exchanging Party shall indemnify, protect, defend and hold the Assignor Non-Exchanging Party harmless from and against any such additional costsand all causes of action, risks or liabilities includingclaims, without limitationdemands, taxes liabilities, costs and closing costsexpenses, including actual attorneys’ fees and costs except as provided in (viii) above, incurred by the Non-Exchanging Party in connection with any other Losses (as hereinafter defined) that the Assignor third party claims which may incur arise as a result of such Reverse Exchange, and (D) the 1031 Exchange in connection with any such Reverse Exchange shall not delay or hinder failure by Accommodator to perform the effective consummation obligations of the transactions contemplated by Exchanging Party pursuant to this Agreement. Notwithstanding any transfer or conveyance to a third party pursuant to a Reverse Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by the Assignee.