Common use of Like-Kind Exchange Clause in Contracts

Like-Kind Exchange. Purchaser hereby acknowledges that Seller may now or hereafter desire to enter into a partially or completely nontaxable exchange (a “Section 1031 Exchange”) involving the Property (and/or any one or more of the properties comprising the Property) under Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. In connection therewith, and notwithstanding anything herein to the contrary, Purchaser shall cooperate with Seller and shall take, and consent to Seller taking, any action in furtherance of effectuating a Section 1031 Exchange (including, without limitation, any action undertaken pursuant to Revenue Procedure 2000-37, 2000-40. IRB, as may hereafter be amended or revised (the “Revenue Procedure”)), including, without limitation, (a) permitting Seller or an “exchange accommodation titleholder” (within the meaning of the Revenue Procedure) (“EAT”) to assign, or cause the assignment of, this Agreement and all of Seller’s rights hereunder with respect to any or all of the Property to a “qualified intermediary” (as defined in Treasury Regulations Section 1.1031(k)-1(g)(4)(iii)) (a “QI”); (b) permitting Seller to assign this Agreement and all of Seller’s rights and obligations hereunder with respect to any or all of the Property and/or to convey, transfer or sell any or all of the Property, to (i) an EAT; (ii) any one or more limited liability companies (“LLCs”) that are wholly-owned by an EAT; or (iii) any one or more LLCs that are wholly-owned by Seller and/or any affiliate of Seller and to thereafter permit Seller to assign its interest in such one or more LLCs to an EAT; and (c) pursuant to the terms of this Agreement, having any or all of the Property conveyed by an EAT or any one or more of the LLCs referred to in (b)(ii) or (b)(iii) above, and allowing for the consideration therefor to be paid by an EAT, any such LLC or a QI; provided, however, that Purchaser shall not be required to delay the Closing; and provided further that Seller shall provide whatever safeguards are reasonably requested by Purchaser, and not inconsistent with Seller’s desire to effectuate a Section 1031 Exchange involving any of the Property, to ensure that all of Seller’s obligations under this Agreement shall be satisfied in accordance with the terms thereof.

Like-Kind Exchange. Purchaser hereby acknowledges that Seller may now or hereafter desire to enter into a partially or completely nontaxable exchange (a “Section "SECTION 1031 Exchange”EXCHANGE") involving the Property (and/or any one or more of the properties comprising the Property) under Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. In connection therewith, and notwithstanding anything herein to the contrary, Purchaser shall shall, at no cost or expense to Purchaser, cooperate with Seller and shall take, and consent to Seller taking, any reasonable action in furtherance of effectuating a Section 1031 Exchange (including, without limitation, any action undertaken pursuant to Revenue Procedure 2000-37, 2000-40. 40 IRB, as may hereafter be amended or revised (the “Revenue Procedure”"REVENUE PROCEDURE")), including, without limitation, (a) permitting Seller or an “"exchange accommodation titleholder” " (within the meaning of the Revenue Procedure) (“"EAT”") to assign, or cause the assignment of, this Agreement and all of Seller’s 's rights hereunder with respect to any or all of the Property to a “"qualified intermediary” " (as defined in Treasury Regulations Section 1.1031(k)-1(g)(4)(iii)) (a “"QI”"); (b) permitting Seller to assign this Agreement and all of Seller’s 's rights and obligations hereunder with respect to any or all of the Property and/or to convey, transfer or sell any or all of the Property, to (i) an EAT; (ii) any one or more limited liability companies (“"LLCs”") that are wholly-owned by an EAT; or (iii) any one or more LLCs that are wholly-owned by Seller and/or any affiliate of Seller and to thereafter permit Seller to assign its interest in such one or more LLCs to an EAT; and (c) pursuant to the terms of this Agreement, having any or all of the Property conveyed by an EAT or any one or more of the LLCs referred to in (b)(ii) or (b)(iii) above, and allowing for the consideration therefor to be paid by an EAT, any such LLC or a QI; providedPROVIDED, howeverHOWEVER, that Purchaser shall not be required to delay the ClosingClosing and shall not incur any additional liability or obligation in connection therewith; and provided further PROVIDED FURTHER that Seller shall provide whatever safeguards are reasonably requested by Purchaser, and not inconsistent with Seller’s 's desire to effectuate a Section 1031 Exchange involving any of the Property, to ensure that all of Seller’s 's obligations under this Agreement shall be satisfied in accordance with the terms thereof.

Like-Kind Exchange. Purchaser hereby acknowledges that Seller may now or hereafter desire to enter into a partially or completely nontaxable exchange (a “Section "SECTION 1031 Exchange”EXCHANGE") involving the Property (and/or any one or more of the properties comprising the Property) under Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. In connection therewith, and notwithstanding anything herein to the contrary, Purchaser shall shall, at no cost or expense to Purchaser, reasonably cooperate with Seller and shall take, and consent to Seller taking, any reasonable action in furtherance of effectuating a Section 1031 Exchange (including, without limitation, any action undertaken pursuant to Revenue Procedure 2000-37, 2000-40. 40 IRB, as may hereafter be amended or revised (the “Revenue Procedure”"REVENUE PROCEDURE")), including, without limitation, (a) permitting Seller or an “"exchange accommodation titleholder” " (within the meaning of the Revenue Procedure) (“"EAT”") to assign, or cause the assignment of, this Agreement and all of Seller’s 's rights hereunder with respect to any or all of the Property to a “"qualified intermediary” " (as defined in Treasury Regulations Section 1.1031(k)-1(g)(4)(iii)) (a “"QI”"); (b) permitting Seller to assign this Agreement and all of Seller’s 's rights and obligations hereunder with respect to any or all of the Property and/or to convey, transfer or sell any or all of the Property, to (i) an EAT; (ii) any one or more limited liability companies (“LLCs”"LLCS") that are wholly-owned by an EAT; or (iii) any one or more LLCs that are wholly-owned by Seller and/or any affiliate of Seller and to thereafter permit Seller to assign its interest in such one or more LLCs to an EAT; and (c) pursuant to the terms of this Agreement, having any or all of the Property conveyed by an EAT or any one or more of the LLCs referred to in (b)(ii) or (b)(iii) above, and allowing for the consideration therefor to be paid by an EAT, any such LLC or a QI; providedPROVIDED, howeverHOWEVER, that Purchaser shall not be required to delay the Closing; and provided further PROVIDED FURTHER that Seller shall provide whatever safeguards are reasonably requested by Purchaser, and not inconsistent with Seller’s 's desire to effectuate a Section 1031 Exchange involving any of the Property, to ensure that all of Seller’s 's representations, covenants and obligations under this Agreement shall be satisfied in accordance with the terms thereofthereof and that Purchaser shall not be required to take title to any property other than the Property.

Like-Kind Exchange. Purchaser hereby acknowledges that Seller may now or hereafter desire to enter into In the event of a partially or completely nontaxable exchange (a “Section 1031 Exchange”) involving sale of the Property (and/or any one or more under the terms of the properties comprising Option, the Property) under parties agree as follows: In connection with any tax-deferred exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations regulations promulgated thereunder, involving the Property and other property owned or to be acquired by Landlord, Landlord may, without the consent of Tenant, assign the Contract and its rights thereunder to any qualified intermediary (an "Intermediary") participating with Landlord in such exchange as contemplated by Treasury Regulation Section 1.1031(k)-1(g)(4) and related regulations. In the event of any such assignment to an Intermediary: (i) Landlord shall give written notice of such assignment and the identity of the Intermediary to Tenant at least ten (10) days prior to the Closing: (ii) except to the extent of any liabilities expressed assumed by the Intermediary in writing in connection therewithwith such assignment, the Intermediary shall have no personal liability to Tenant or any other person or entity under the Contract, or under any other document or instrument at any time executed by Landlord or the Intermediary in connection herewith or pursuant hereto (each such document or instrument being referred to herein as a "Related Document"), and notwithstanding anything herein to neither Tenant or any other person or entity shall have any recourse against the contrary, Purchaser Intermediary or any of its assets on account of any breach or default hereunder or under any Related Document; (iii) the Intermediary shall cooperate with Seller and shall take, and consent to Seller taking, any action in furtherance of effectuating a Section 1031 Exchange (including, without limitation, any action undertaken pursuant to Revenue Procedure 2000-37, 2000-40. IRB, as may hereafter be amended or revised (the “Revenue Procedure”)), including, without limitation, (a) permitting Seller or an “exchange accommodation titleholder” (within the meaning of the Revenue Procedure) (“EAT”) to assign, or cause the assignment of, this Agreement and all of Seller’s rights hereunder with respect to any or have all of the Property to a “qualified intermediary” (as defined in Treasury Regulations Section 1.1031(k)-1(g)(4)(iii)) (a “QI”)rights and remedies of Landlord provided for under the Contract or any Related Document; (biv) permitting Seller to assign this Agreement there shall be no diminution of Tenant's rights or remedies, and all no increase of Seller’s rights and obligations hereunder with respect to Tenant's liabilities or obligations, under the Contract or any or all Related Document on account of the Property and/or to convey, transfer or sell any or all of the Property, to (i) an EAT; (ii) any one or more limited liability companies (“LLCs”) that are wholly-owned by an EAT; or (iii) any one or more LLCs that are wholly-owned by Seller and/or any affiliate of Seller and to thereafter permit Seller to assign its interest in such one or more LLCs to an EATassignment; and (cv) notwithstanding anything to the contrary contained herein, Landlord shall continue to be liable for (x) all obligations imposed upon Landlord under the Contract and any Related Document executed by Landlord and (y) all obligations imposed upon the Intermediary in any Related Document required to be executed by the Intermediary after the date of such assignment pursuant to the terms of this Agreement, having any or all of the Property conveyed by an EAT or any one or more of the LLCs referred to in (b)(ii) or (b)(iii) above, and allowing for the consideration therefor to be paid by an EAT, any such LLC or a QI; provided, however, that Purchaser shall not be required to delay the Closing; and provided further that Seller shall provide whatever safeguards are reasonably requested by Purchaser, and not inconsistent with Seller’s desire to effectuate a Section 1031 Exchange involving any of the Property, to ensure that all of Seller’s obligations under this Agreement shall be satisfied in accordance with the terms thereofContract.

Like-Kind Exchange. Purchaser hereby acknowledges that Seller may now or hereafter desire to enter into a partially or completely nontaxable exchange (a “"Section 1031 Exchange”") involving the Property (and/or any one or more of the properties comprising the Property) under Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. In connection therewith, and notwithstanding anything herein to the contrary, Purchaser shall cooperate with Seller and shall take, and consent to Seller taking, any action in furtherance of effectuating a Section 1031 Exchange (including, without limitation, any action undertaken pursuant to Revenue Procedure 2000-37, 2000-40. 40 IRB, as may hereafter be amended or revised (the “"Revenue Procedure”")), including, without limitation, (a) permitting Seller or an “"exchange accommodation titleholder” " (within the meaning of the Revenue Procedure) (“"EAT”") to assign, or cause the assignment of, this Agreement and all of Seller’s 's rights hereunder with respect to any or all of the Property to a “"qualified intermediary” " (as defined in Treasury Regulations Section 1.1031(k)-1(g)(4)(iii)) (a “QI”"Q!"); (b) permitting Seller to assign this Agreement and all of Seller’s 's rights and obligations hereunder with respect to any or all of the Property and/or to convey, transfer or sell any or all of the Property, to (i) an EAT; (ii) any one or more limited liability companies compm1ies (“"LLCs”") that are wholly-owned by an EAT; or (iii) any one or more LLCs that are wholly-owned by Seller and/or any affiliate Affiliate of Seller and to thereafter permit Seller to assign its interest in such one or more LLCs to an EAT; and (c) pursuant to the terms of this Agreement, having any or all of the Property conveyed by an EAT or any one or more of the LLCs referred to in (b)(ii) or (b)(iii) above, and allowing for the consideration therefor to be paid by an EAT, any such LLC or a QI; provided, however, that Purchaser shall not be required to delay the ClosingClosing or incur additional expense; and provided further that Seller shall provide whatever safeguards are reasonably requested by Purchaser, and not inconsistent with Seller’s 's desire to effectuate a Section 1031 Exchange involving any of the Property, to ensure that all of Seller’s 's obligations under this Agreement shall be satisfied in accordance with the terms thereof.

Like-Kind Exchange. Purchaser hereby acknowledges that Seller may now or hereafter desire to enter into a partially or completely nontaxable exchange (a “Section 1031 Exchange”) involving the Property (and/or any one or more of the properties comprising the Property) under Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. In connection therewith, and notwithstanding anything herein to the contrary, Purchaser shall Purchasershall, at no cost or expense to Purchaser, reasonably cooperate with Seller and shall take, and consent to Seller taking, any reasonable action in furtherance of effectuating a Section 1031 Exchange (including, without limitation, any action undertaken pursuant to Revenue Procedure 2000-37, 2000-40. 40 IRB, as may hereafter be amended or revised (the “Revenue Procedure”)), including, without limitation, (a) permitting Seller or an “exchange accommodation titleholder” (within the meaning of the Revenue Procedure) (“EAT”) to assign, or cause the assignment of, this Agreement and all of Seller’s rights hereunder with respect to any or all of the Property to a “qualified intermediary” (as defined in Treasury Regulations Section 1.1031(k)-1(g)(4)(iii)) (a “QI”); (b) permitting Seller to assign this Agreement and all of Seller’s rights Seller’srights and obligations hereunder with respect to any or all of the Property and/or to convey, transfer or sell any or all of the Property, to (i) an EAT; (ii) any one or more limited liability companies (“LLCs”) that are wholly-owned by an EAT; or (iii) any one or more LLCs that are wholly-owned by Seller and/or any affiliate of Seller and to thereafter permit Seller to Sellerto assign its interest in such one or more LLCs to an EAT; and (c) pursuant to the terms of this Agreement, having any or all of the Property conveyed by an EAT or any one or more of the LLCs referred to in (b)(ii) or (b)(iii) above, and allowing for the consideration therefor to be paid by an EAT, any such LLC or a QI; provided, however, that Purchaser shall not be required to delay the Closing; and provided further providedfurther that Seller shall provide whatever safeguards are reasonably requested by Purchaser, and not inconsistent with Seller’s desire to effectuate a Section 1031 Exchange involving any of the Property, ,to ensure that all of Seller’s representations, covenants and obligations under this Agreement shall be satisfied in accordance with the terms thereofthereof and that Purchaser shall not be required to take title to any property other than the Property.

Like-Kind Exchange. Purchaser hereby acknowledges that Seller may now Sellers shall have the right to structure all or hereafter desire to enter into a partially or completely nontaxable exchange (a “Section 1031 Exchange”) involving the Property (and/or any one or more part of the properties comprising the Propertytransactions contemplated by this Agreement as a simultaneous or deferred (reverse) under exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunderthereunder (a “Like-Kind Exchange”). In Notwithstanding any other provisions of this Agreement, in connection therewithwith effectuating a Like-Kind Exchange, and notwithstanding anything herein Sellers shall have the right, at or prior to the contraryClosing Date, Purchaser shall cooperate with Seller and shall take, and consent to Seller taking, any action in furtherance assign all or a portion of effectuating its rights under this Agreement to a “qualified intermediary” (within the meaning of Treasury Regulations Section 1031 Exchange (including, without limitation, any action undertaken pursuant to Revenue Procedure 2000-37, 2000-40. IRB, as may hereafter be amended or revised (the “Revenue Procedure”1.1031(k)-1(g)(4)), including, without limitation, (a) permitting Seller or an a “qualified exchange accommodation titleholder” (within the meaning of the Revenue Procedure) (“EAT”) to assignProcedure 2000-37), or cause another person reasonably selected by Sellers for the assignment of, this Agreement and all purpose of Seller’s rights hereunder with respect to any or all satisfying the requirements of Section 1031 of the Property Code. Should Sellers choose to effectuate a “qualified intermediary” (as defined Like-Kind Exchange, the parties agree to cooperate with one another in Treasury Regulations Section 1.1031(k)-1(g)(4)(iii)) (the completion of such an exchange, including the execution of all documents reasonably necessary to effectuate a “QI”); (b) permitting Seller to assign this Agreement and all of Seller’s rights and obligations hereunder with respect to any or all of the Property and/or to convey, transfer or sell any or all of the Property, to (i) an EAT; (ii) any one or more limited liability companies (“LLCs”) that are whollyLike-owned by an EAT; or (iii) any one or more LLCs that are wholly-owned by Seller and/or any affiliate of Seller and to thereafter permit Seller to assign its interest in such one or more LLCs to an EAT; and (c) pursuant to the terms of this Agreement, having any or all of the Property conveyed by an EAT or any one or more of the LLCs referred to in (b)(ii) or (b)(iii) above, and allowing for the consideration therefor to be paid by an EAT, any such LLC or a QIKind Exchange; provided, however, that Purchaser (a) the Closing Date shall not be required to delay the Closing; and provided further that Seller shall provide whatever safeguards are reasonably requested delayed, prohibited, prevented or restricted by Purchaser, and not inconsistent with Seller’s desire to effectuate a Section 1031 Exchange involving any reason of the PropertyLike-Kind Exchange and (b) Buyer shall incur no additional unreimbursed costs, to ensure that all expenses, fees or liabilities as a result of Seller’s obligations under this Agreement shall be satisfied or in accordance connection with the terms thereofLike-Kind Exchange. Sellers do hereby and shall release, defend, indemnify and hold harmless Buyer against any and all costs and expenses reasonably incurred with respect to or in connection with the Like-Kind Exchange.

Like-Kind Exchange. Purchaser hereby (a) Buyer agrees to cooperate with Seller so that Seller's transfer of the Initial Leases, and/or other Leases, to Buyer shall, at Seller's election, be accomplished in a manner enabling the transfer to qualify as part of a like-kind exchange of property by Seller within the meaning of Section 1031 of the Code, which cooperation shall include, without limitation, taking such actions as Seller reasonably request in order to transfer the Initial Leases and receive all or a portion of the purchase price and other payments in a manner which enables such transfer to qualify as part of a like-kind exchange of property within the meaning of Section 1031 of the Code. (b) Without limiting the generality of Section 10.5(a) above, and notwithstanding any provision in this Agreement to the contrary, Seller may, at any time before delivery of the Initial Leases to Buyer, assign Seller rights (but not its obligations) under this Agreement in whole or in part to a qualified trust, a qualified escrow account or a qualified intermediary as such terms are defined in Treas. Reg. Section 1.1031(k)-1(g) (3) & (4), respectively, for the purpose of effectuating a deferred like-kind exchange of property within the meaning of Section 1031 of the Code and the regulations thereunder. In the event of such assignment, Seller agrees to defend, indemnify and hold harmless the Buyer from and against any and all costs and liabilities arising out of or resulting from such a deferred exchange. (c) Buyer acknowledges that Seller may now or hereafter desire to enter into a partially or completely nontaxable exchange (a “Section 1031 Exchange”) involving the Property (and/or any one or more direct certain portions of the properties comprising purchase price, and any other payments for the Property) under Section 1031 assignment of a Lease from Seller to Buyer to be made to a Qualified Intermediary, as directed in writing by Apollo for and on behalf of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. In connection therewith, and notwithstanding anything herein to the contrary, Purchaser shall cooperate with Seller and shall take, and consent to Seller taking, any action in furtherance of effectuating a Section 1031 Exchange (including, without limitation, any action undertaken pursuant to Revenue Procedure 2000-37, 2000-40. IRB, as may hereafter be amended or revised (the “Revenue Procedure”)), including, without limitation, (a) permitting Seller or an “exchange accommodation titleholder” (within the meaning of the Revenue Procedure) (“EAT”) to assign, or cause the assignment of, this Agreement and all of Seller’s rights hereunder with respect to any or all of the Property to a “qualified intermediary” (as defined in Treasury Regulations Section 1.1031(k)-1(g)(4)(iii)) (a “QI”); (b) permitting Seller to assign this Agreement and all of Seller’s rights and obligations hereunder with respect to any or all of the Property and/or to convey, transfer or sell any or all of the Property, to (i) an EAT; (ii) any one or more limited liability companies (“LLCs”) that are wholly-owned by an EAT; or (iii) any one or more LLCs that are wholly-owned by Seller and/or any affiliate of Seller and to thereafter permit Seller to assign its interest in such one or more LLCs to an EAT; and (c) pursuant to the terms of this Agreement, having any or all of the Property conveyed by an EAT or any one or more of the LLCs referred to in (b)(ii) or (b)(iii) above, and allowing for the consideration therefor to be paid by an EAT, any such LLC or a QI; provided, however, that Purchaser shall not be required to delay the Closing; and provided further that Seller shall provide whatever safeguards are reasonably requested by Purchaser, and not inconsistent with Seller’s desire to effectuate a Section 1031 Exchange involving any of the Property, to ensure that all of Seller’s obligations under this Agreement shall be satisfied in accordance with the terms thereofApollo Nominees.

Like-Kind Exchange. Purchaser hereby acknowledges that Seller may now or hereafter desire to enter into In the event of a partially or completely nontaxable exchange (a “Section 1031 Exchange”) involving sale of the Property (and/or any one or more under the terms of the properties comprising Option, the Property) under parties agree as follows: In connection with any tax-deferred exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations regulations promulgated thereunder, involving the Property and other property owned or to be acquired by Landlord, Landlord may, without the consent of Tenant, assign the Contract and its rights thereunder to any qualified intermediary (an "Intermediary") participating with Landlord in such exchange as contemplated by Treasury Regulation Section 1.1031(k)-1(g)(4) and related regulations. In the event of any such assignment to an Intermediary: (i) Landlord shall give written notice of such assignment and the identity of the Intermediary to Tenant at least ten (10) days prior to the Closing: (ii) except to the extent of any liabilities expressed assumed by the Intermediary in writing in connection therewithwith such assignment, the Intermediary shall have no personal liability to Tenant or any other person or entity under the Contract, or under any other document or instrument at any time executed by Landlord or the Intermediary in connection herewith or pursuant hereto (each such document or instrument being referred to herein as a "Related Document"), and notwithstanding anything herein to neither Tenant or any other person or entity shall have any recourse against the contrary, Purchaser Intermediary or any of its assets on account of any breach of default hereunder or under any Related Document; (iii) the Intermediary shall cooperate with Seller and shall take, and consent to Seller taking, any action in furtherance of effectuating a Section 1031 Exchange (including, without limitation, any action undertaken pursuant to Revenue Procedure 2000-37, 2000-40. IRB, as may hereafter be amended or revised (the “Revenue Procedure”)), including, without limitation, (a) permitting Seller or an “exchange accommodation titleholder” (within the meaning of the Revenue Procedure) (“EAT”) to assign, or cause the assignment of, this Agreement and all of Seller’s rights hereunder with respect to any or have all of the Property to a “qualified intermediary” (as defined in Treasury Regulations Section 1.1031(k)-1(g)(4)(iii)) (a “QI”)rights and remedies of Landlord provided for under the Contract or any Related Document; (biv) permitting Seller to assign this Agreement there shall be no diminution of Tenant's rights or remedies, and all no increase of Seller’s rights and obligations hereunder with respect to Tenant's liabilities or obligations, under the Contract or any or all Related Document on account of the Property and/or to convey, transfer or sell any or all of the Property, to (i) an EAT; (ii) any one or more limited liability companies (“LLCs”) that are wholly-owned by an EAT; or (iii) any one or more LLCs that are wholly-owned by Seller and/or any affiliate of Seller and to thereafter permit Seller to assign its interest in such one or more LLCs to an EATassignment; and (cv) notwithstanding anything to the contrary contained herein, Landlord shall continue to be liable for (x) all obligations imposed upon Landlord under the Contract and any Related Document executed by Landlord and (y) all obligations imposed upon the Intermediary in any Related Document required to be executed by the Intermediary after the date of such assignment pursuant to the terms of this Agreement, having any or all of the Property conveyed by an EAT or any one or more of the LLCs referred to in (b)(ii) or (b)(iii) above, and allowing for the consideration therefor to be paid by an EAT, any such LLC or a QI; provided, however, that Purchaser shall not be required to delay the Closing; and provided further that Seller shall provide whatever safeguards are reasonably requested by Purchaser, and not inconsistent with Seller’s desire to effectuate a Section 1031 Exchange involving any of the Property, to ensure that all of Seller’s obligations under this Agreement shall be satisfied in accordance with the terms thereofContract.

Like-Kind Exchange. Purchaser hereby acknowledges that Seller may now or hereafter desire to enter into a partially or completely nontaxable exchange (a “Section 1031 Exchange”) involving the Property (and/or any one or more of the properties comprising the Property) under Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. In connection therewith, and notwithstanding anything herein to the contrary, Purchaser shall cooperate with Seller and shall take, and consent to Seller taking, any action in furtherance of effectuating a Section 1031 Exchange (including, without limitation, any action undertaken pursuant to Revenue Procedure 2000-37, 2000-40. 40 IRB, as may hereafter be amended or revised (the “Revenue Procedure”)), including, without limitation, (a) permitting Seller or an “exchange accommodation titleholder” (within the meaning of the Revenue Procedure) (“EAT”) to assign, or cause the assignment of, this Agreement and of all of Seller’s rights hereunder with respect to any or all of the Property to a “qualified intermediary” (as defined in Treasury Regulations Section 1.1031(k)-1(g)(4)(iii)) (a “QI”); (b) permitting Seller to assign this Agreement and all of Seller’s rights and obligations hereunder with respect to any or all of the Property and/or to convey, transfer or sell any or all of the Property, to (i) an EAT; (ii) any one or more limited liability companies (“LLCs”) that are wholly-owned by an EAT; or (iii) any one or more LLCs that are wholly-owned by Seller and/or any affiliate of Seller and to thereafter permit Seller to assign its interest in such one or more LLCs to an EAT; and (c) pursuant to the terms of this Agreement, having any or all of the Property conveyed by an EAT or any one or more of the LLCs referred to in (b)(ii) or (b)(iii) above, and allowing for the consideration therefor to be paid by an EAT, any such LLC or a QI; provided, however, that Purchaser shall not be required to delay the Closing; and provided further that in connection therewith, and notwithstanding anything herein to the contrary, Purchaser agrees to provide reasonable cooperation requested by the Seller in implementing any such assignment and Section 1031 Exchange, including the execution of any necessary documentation in connection therewith and/or, where applicable, the payment of the Purchase Price to a facilitator identified by the Exchange Party; provided, however, that (x) such cooperation shall not entail any additional costs, expenses or liabilities to the Purchaser beyond its existing obligations under this Agreement, and Seller shall reimburse Purchaser upon demand, for any costs, expenses and/or liabilities incurred by Purchaser relating to the Section 1031 Exchange, (y) that no Section 1031 Exchange shall delay the Closing, and Purchaser shall not be obligated to expend any monies or incur any costs, and (z) Seller shall provide whatever safeguards are reasonably requested by Purchaser, and not inconsistent with Seller’s desire to effectuate a Section 1031 Exchange involving any of the Property, to ensure that all of Seller’s obligations under this Agreement shall be satisfied in accordance with the terms thereof.

Like-Kind Exchange. Purchaser hereby acknowledges that Seller may now or hereafter desire to enter into a partially or completely nontaxable exchange (a “"Section 1031 Exchange”") involving the Property (and/or any one or more of the properties comprising the Property) under Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. In connection therewith, and notwithstanding anything herein to the contrary, Purchaser shall cooperate with Seller and shall take, and consent to Seller taking, any action in furtherance of effectuating a Section 1031 Exchange (including, without limitation, any action undertaken pursuant to Revenue Procedure 2000-37, 2000-40. 40 IRB, as may hereafter be amended or revised (the “"Revenue Procedure”")), including, without limitation, (a) permitting Seller or an “"exchange accommodation titleholder” " (within the meaning of the Revenue Procedure) (“"EAT”") to assign, or cause the assignment of, this Agreement and all of Seller’s rights hereunder with respect to any or all of the Property to a “"qualified intermediary” " (as defined in Treasury Regulations Section 1.1031(k)-1(g)(4)(iii)) (a “"QI”"); (b) permitting Seller to assign this Agreement and all of Seller’s rights and obligations hereunder with respect to any or all of the Property and/or to convey, transfer or sell any or all of the Property, to (i) an EAT; (ii) any one or more limited liability companies (“"LLCs”") that are wholly-owned by an EAT; or (iii) any one or more LLCs that are wholly-owned by Seller and/or any affiliate Affiliate of Seller and to thereafter permit Seller to assign its interest in such one or more LLCs to an EAT; and (c) pursuant to the terms of this Agreement, having any or all of the Property conveyed by an EAT or any one or more of the LLCs referred to in (b)(ii) or (b)(iii) above, and allowing for the consideration therefor to be paid by an EAT, any such LLC or a QI; provided, however, that Purchaser shall not be required to delay the ClosingClosing or incur additional expense; and provided further that Seller shall provide whatever safeguards are reasonably requested by Purchaser, and not inconsistent with Seller’s desire to effectuate a Section 1031 Exchange involving any of the Property, to ensure that all of Seller’s obligations under this Agreement shall be satisfied in accordance with the terms thereof.

Like-Kind Exchange. Seller and Purchaser each hereby acknowledges acknowledge that Seller the other (the “Exchanging Party”) may now or hereafter desire to enter into a partially or completely nontaxable exchange (a “Section 1031 Exchange”) involving the Property (and/or any one or more of the properties comprising the Property) under Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. In connection therewith, and notwithstanding anything herein to the contrary, Purchaser the non-Exchanging Party (the “Accommodating Party”) shall cooperate with Seller the Exchanging Party and shall take, and consent to Seller the Exchanging Party taking, any action in furtherance of effectuating a Section 1031 Exchange (including, without limitation, any action undertaken pursuant to Revenue Procedure 2000-37, 2000-40. 40 IRB, as may hereafter be amended or revised (the “Revenue Procedure”)), including, without limitation, (a) permitting Seller the Exchanging Party or an “exchange accommodation titleholder” (within the meaning of the Revenue Procedure) (“EAT”) to assign, or cause the assignment of, this Agreement and all of Sellerthe Exchanging Party’s rights hereunder with respect to any or all of the Property to a “qualified intermediary” (as defined in Treasury Regulations Section 1.1031(k)-1(g)(4)(iii)) (a “QI”); (b) permitting Seller the Exchanging Party to assign this Agreement and all of Seller’s rights the Exchanging Party’srights and obligations hereunder with respect to any or all of the Property and/or to convey, transfer or sell any or all of the Property, to (i) an EAT; (ii) any one or more limited liability companies (“LLCs”) that are wholly-owned by an EAT; or (iii) any one or more LLCs that are wholly-owned by Seller the Exchanging Party and/or any affiliate of Seller the Exchanging Party and to thereafter permit Seller the Exchanging Party to assign its interest in such one or more LLCs to an EAT; and (c) pursuant to the terms of this Agreement, having any or all of the Property conveyed by an EAT or any one or more of the LLCs referred to in (b)(ii) or (b)(iii) above, and allowing for the consideration therefor to be paid by an EAT, any such LLC or a QI; provided, however, that Purchaser (1) the Accommodating Party shall not be required to delay the Closing; and provided further that Seller (2) the Exchanging Party shall provide whatever safeguards are reasonably requested by Purchaserthe Accommodating Party, and not inconsistent with Sellerthe Exchanging Party’s desire to effectuate a Section 1031 Exchange involving any of the Property, ,to ensure that all of Sellerthe Exchanging Party’s obligations under this Agreement shall be satisfied in accordance with the terms thereof, (3) the Accommodating Party shall incur no liability as a result thereof, and (3) the Exchanging Party shall pay all out of pocket expenses reasonably incurred by the Accommodating Party in connection with the Accommodating Party’s obligations under this Section 10.7.