Common use of Like-Kind Exchange Clause in Contracts

Like-Kind Exchange. Either party may desire to close the transaction contemplated by this Agreement as part of a like kind exchange within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (the “Exchange”). Each of Seller and Buyer (each an “Exchanging Party”) reserves the right to assign its rights, but not its obligations hereunder, to a qualified intermediary as provided in Treas. Reg. Section 1.1031(k)-1(g)(4) (the “Qualified Intermediary”), on or before each or any Closing. No such assignment shall release the Exchanging Party of any of its obligations under this Agreement. The other party (the “Cooperating Party”) hereby agrees to reasonably cooperate with, and take all reasonable steps requested by, the Exchanging Party on or before the Closing Date to facilitate such an exchange, provided that (a) the Cooperating Party shall not be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of Seller or Buyer under this Agreement, (c) the Cooperating Party shall not be required to incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), (d) no dates in this Agreement will be extended as a result thereof, (e) the consummation or accomplishment of an exchange shall not be a condition precedent or a condition subsequent to the Exchanging Party's obligations under this Agreement, (f) the Cooperating Party shall not be otherwise adversely affected hereunder and (g) the Cooperating Party shall not be, nor be deemed to be, responsible for such exchange's compliance with the Code.

Like-Kind Exchange. Either party may desire Each Party to close the transaction contemplated by this Agreement acknowledges and agrees that either of them may consummate the transactions set forth herein as part of a like kind exchange within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder real properties (the “Exchange”). Each ) pursuant to Section 1031 of Seller and Buyer (each the Code by an “Exchanging assignment of such Party”) reserves the right to assign its rights, but not its obligations hereunder, ’s rights hereunder to a qualified intermediary or an exchange accommodation titleholder. Notwithstanding any provision in this Agreement to the contrary, in the event either Party (as provided an “Electing Party”) elects to engage in Treas. Reg. Section 1.1031(k)-1(g)(4) an Exchange, the other Party (as the “Qualified IntermediaryConsenting Party”) agrees to (i) consent to the assignment of the Electing Party’s rights hereunder to a qualified intermediary or exchange accommodation titleholder in order to facilitate such Exchange, and (ii) execute any and all documents as may be necessary to effect the purposes of this Section 12.17. Any actions taken by the Parties in conformance with this Section 12.17 shall be at the cost of the Electing Party (except for minor legal fees incurred by the Consenting Party for review of Exchange-related documents), on or before each or any Closing. No such action permitted under this Section 12.17, including (without limitation) any assignment of rights under this Agreement, shall release relieve the Exchanging Electing Party of any of its obligations under this Agreement. The other party (the “Cooperating Party”) hereby agrees to reasonably cooperate with, and take all reasonable steps requested by, the Exchanging Party on or before the Closing Date to facilitate such an exchange, provided that (a) the Cooperating Party shall not be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of Seller or Buyer under this Agreement, (c) whether occurring before, at or after the Cooperating Closing Date. The Consenting Party shall not be required to incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), (d) no dates in by this Agreement will be extended as a result thereof, (e) the consummation or accomplishment of an exchange shall not be a condition precedent or a condition subsequent acquiescence to the Exchanging Party's obligations under this Agreement, (f) the Cooperating Party shall not Exchange be otherwise adversely affected hereunder and (g) the Cooperating Party shall not be, nor responsible for compliance with or be deemed to behave warranted to the Electing Party that the Exchange complies with, responsible for such exchange's compliance with Section 1031 of the Code.

Like-Kind Exchange. Either party may desire ▇▇▇▇▇▇ agrees to close cooperate with ▇▇▇▇▇, and ▇▇▇▇▇ agrees to cooperate with Seller, for purposes of effecting and structuring, in conjunction with the transaction contemplated by this Agreement sale of the Real Property, for the benefit of the other Party as part of taxpayer, a like like-kind exchange within the meaning of real property, whether a simultaneous, reverse or deferred exchange, pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations regulations promulgated thereunder (thereunder. The cooperating Party specifically agrees to execute such documents and instruments as are reasonably necessary to implement such an exchange. The taxpayer shall be solely responsible for assuring that the “Exchange”)structure of any proposed exchange is effective for its own tax purposes and for paying all costs and expenses associated with the proposed exchange. Each Furthermore, the cooperating Party specifically agrees that the taxpayer may assign this Agreement and any of Seller and Buyer (each an “Exchanging Party”) reserves the right to assign its rights, but not its rights or obligations hereunder, to in whole or in part, as necessary or appropriate in furtherance of effectuating a qualified intermediary as Section 1031 like- kind exchange for the Real Property, provided in Treas. Reg. Section 1.1031(k)-1(g)(4) (the “Qualified Intermediary”), on or before each or any Closing. No that such assignment shall release not serve to relieve the Exchanging Party taxpayer of any of its liability for the taxpayer’s obligations under this Agreementhereunder. The other party (Notwithstanding the “Cooperating Party”) hereby agrees to reasonably cooperate with, and take all reasonable steps requested by, the Exchanging Party on or before the Closing Date to facilitate such an exchange, provided that foregoing: (a) the Cooperating Neither Party shall not be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of Seller or Buyer under this Agreement, (c) the Cooperating Party shall not be required to incur any additional cost, liability or expense or liability in connection with such exchange its participation in the other Party’s exchange; (b) Neither Party shall be required to hold or otherwise acquire, or be in title to, any property other than expenses the Real Property; (c) Neither Party shall be required to execute any documents creating any liability on their part by reason of reviewing and executing documents required in connection with such the other Party’s exchange), ; (d) no dates The Party proposing the exchange shall indemnify, protect, defend and hold the other Party and any of its partners, officers, directors, shareholders, members, attorneys and agents harmless from and against any and all liability, including, but not limited to, costs and attorneys’ fees, caused by or resulting from their participation in this Agreement will be extended as a result thereof, the exchange; (e) The Party cooperating in the consummation proposed exchange makes no representation or accomplishment of an exchange shall not be a condition precedent or a condition subsequent warranty to the Exchanging Party's obligations under this AgreementParty proposing the exchange that such exchange will qualify for tax deferral or other tax treatment, whether pursuant to the Internal Revenue Code or otherwise; (f) the Cooperating Party The transaction contemplated by this Agreement shall not in any way be otherwise adversely affected hereunder postponed or, be subject to rescission or be contingent upon, completion of the exchange; and (g) The Party proposing the Cooperating exchange shall provide the other Party shall not bewith reasonable advance notice of his desire to enter into the exchange, nor and of all acts and documents requested of or to be deemed to be, responsible for such exchange's compliance executed by the proposing Party in connection with the Codeexchange.

Like-Kind Exchange. Either party Under Section 1031 of the Internal Revenue Code. The parties acknowledge that Seller or Purchaser may desire wish to close the transaction contemplated by this Agreement as part of enter into a like kind exchange within (either simultaneous or deferred) with respect to the meaning Property (the “Exchange”) pursuant to the applicable provisions of Section 1031 of the Internal Revenue Code of 1986, as amended. Notwithstanding anything to the contrary contained in this Contract, and the Treasury Regulations promulgated thereunder (the “Exchange”). Each of Seller and Buyer (each an “Exchanging Party”) reserves or Purchaser shall have the right to assign its rightsinterest under this Contract without the other party’s consent for the sole purpose of enabling the assigning party to effectuate the Exchange, but including execution of any necessary acknowledgment documents; provided, however, that notwithstanding any such assignment, the assigning party shall not its obligations hereunder, to a qualified intermediary as provided in Treas. Reg. Section 1.1031(k)-1(g)(4) (the “Qualified Intermediary”), on or before each or any Closing. No such assignment shall release the Exchanging Party of be released from any of its liabilities, obligations or indemnities under this AgreementContract. The other party (the “Cooperating Party”) hereby agrees to reasonably shall cooperate with, and take in all reasonable steps requested byrespects with the assigning party to effectuate such Exchange; provided, the Exchanging Party on or before the however, that: A. Closing Date to facilitate such an exchange, provided that (a) the Cooperating Party shall not be required to acquire any substitute property, (b) extended or delayed by reason of such exchange shall not affect the representations, warranties, liabilities and obligations of Seller or Buyer under this Agreement, (c) the Cooperating Party Exchange; B. The non-assigning party shall not be required to incur any additional cost, cost or expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), (d) no dates in this Agreement will be extended as a result thereofof such Exchange, (e) and the consummation assigning party shall forthwith, on demand, reimburse the non-assigning party for any additional cost or accomplishment expense excepting for attorney’s fees incurred by the non-assigning party as a result of an exchange the Exchange in reviewing documents; and C. The assigning party’s ability to consummate the Exchange shall not be a condition precedent or a condition subsequent to the Exchanging Party's obligations of assigning party under this AgreementContract, (f) and the Cooperating Party non-assigning party does not warrant and shall not be otherwise adversely affected hereunder and (g) the Cooperating Party shall not be, nor be deemed to be, responsible for such exchange's compliance any of the tax consequences to assigning party with respect to the Codetransactions contemplated hereunder.

Like-Kind Exchange. Either party may desire If either Seller or Purchaser wishes to close the transaction contemplated by this Agreement as part of enter into a like like-kind exchange within (either simultaneous with Closing or deferred) with respect to the meaning of Properties under Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (the “Exchange”), the other party shall cooperate in all reasonable respects to effectuate the Exchange, including the execution of documents; provided (1) the cooperating party shall incur no liability or expense related to the Exchange. Each of Seller and Buyer (each an “Exchanging Party”) reserves the right to assign its rightsPurchaser’s or Seller’s cooperation shall include, but not be limited to, (i) permitting the assignment of rights (but not its obligations hereunder, obligations) under this Agreement to a qualified intermediary (as provided defined in Treas. Reg. Treasury Regulation Section 1.1031(k)-1(g)(41.1031 (k)-1(g)(4)(iii)) (the a “Qualified IntermediaryQI”), on (ii) Seller entering into an agreement with a QI for the acquisition of the Properties (or before each interests in the Properties), and/or (iii) permitting an assignment of this Agreement to a QI to effectuate the Exchange, provided that Purchaser or any ClosingSeller, as the case may be, shall remain obligated for all of the terms and conditions hereunder. No The exchanging party shall be responsible for all agreements, documents, and escrow instructions, and no substitution of or assignment to another party to effectuate such assignment Exchange shall release the Exchanging Party of any of other party from its obligations, warranties, or obligations under this AgreementAgreement or liability from any prior or subsequent default. The other party (the “Cooperating Party”) hereby agrees to reasonably cooperate with, and take all reasonable steps requested by, the Exchanging Party on or before the Closing Date to facilitate such an exchange, provided that (a) the Cooperating Party In no event shall not be required to acquire any substitute property, (b) such exchange shall not affect modify the representations, warranties, Parties’ liabilities and obligations of Seller or Buyer under this Agreement, (c) the Cooperating Party shall not be required to incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), (d) no dates in this Agreement will be extended as a result thereof, (e) the consummation or accomplishment of an exchange shall not be a condition precedent or a condition subsequent to the Exchanging Party's obligations under this Agreement, (f) including, but not limited to, delaying the Cooperating Party shall not be otherwise adversely affected hereunder and (g) Closing due to the Cooperating Party shall not be, nor be deemed to be, responsible for such 1031 exchange's compliance with the Code.

Like-Kind Exchange. Either party may desire Purchaser and Seller agree and acknowledge that each of them shall have the right to close seek to qualify the transaction contemplated herein as a like-kind exchange under Section 1031 of the Code. In the event that either party (as applicable, the “Requesting Party”) exercises its right under this Agreement to seek to qualify any such transaction contemplated herein as a like-kind transaction under Section 1031, the other party (the “Non-Requesting Party”) agrees to cooperate reasonably in the exchange, at the Requesting Party's sole cost, expense and liability (whether before, at or after Closing), and execute any additional agreements which such requesting party reasonably determines to be necessary, and the non-requesting party reasonably approves, for the transaction or transactions represented by this Agreement to qualify as part of a like like-kind exchange within the meaning of under Code Section 1031 either prior to or after Closing provided that (i) the non-requesting party incurs no additional liability, cost or expense; and (ii) the non-requesting party shall not be required to take title to any property other than the property which is the subject of this Agreement. Furthermore, except as provided in Section 13.4 hereof each party expressly acknowledges and agrees that both party's rights under this Agreement are assignable only to the Internal Revenue extent necessary to permit such assigning party to seek to qualify the transaction as part of a like-kind exchange under the Code of 1986provided, as amendedhowever, and that any such assignment shall not release the Treasury Regulations promulgated thereunder (the “Exchange”). Each of Seller and Buyer (each an “Exchanging Party”) reserves the right to assign its rights, but not assigning party from its obligations hereunder. The requesting party further agrees to indemnify and hold non-requesting free and harmless from any cost, expense or liability, including reasonable attorney fees, resulting from non-requesting party's participation in any such exchange for the benefit of requesting party. Notwithstanding the foregoing, (i) any exchange or proposed exchange (including any tax consequences to either party) shall be at the sole risk of the requesting party, (ii) no such exchange or proposed exchange shall delay or postpone Closing, and (ii) should requesting party fail for any reason to effect a qualified intermediary tax deferred exchange as contemplated in this Section 13.14, then and in any such event, the purchase by requesting party of the Property shall be consummated in accordance with the terms and conditions of this Agreement as though the provisions of this Section 13.14 had been omitted herefrom, except that non-requesting shall be reimbursed and indemnified from resulting costs and expenses as provided in Treasthis Section. Reg. Nothing contained in this Section 1.1031(k)-1(g)(4) (the “Qualified Intermediary”), on or before each or any Closing. No such assignment 13.14 shall release the Exchanging Party requesting party of any of its obligations under this Agreement. The other party (the “Cooperating Party”) hereby agrees to reasonably cooperate with, and take all reasonable steps requested by, the Exchanging Party on or before the Closing Date to facilitate such an exchange, provided that (a) the Cooperating Party shall not be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of Seller or Buyer under this Agreement, (c) the Cooperating Party shall not be required to incur any additional costwhether arising before, expense at or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), (d) no dates in this Agreement will be extended as a result thereof, (e) the consummation or accomplishment of an exchange shall not be a condition precedent or a condition subsequent to the Exchanging Party's obligations under this Agreement, (f) the Cooperating Party shall not be otherwise adversely affected hereunder and (g) the Cooperating Party shall not be, nor be deemed to be, responsible for such exchange's compliance with the Codeafter Closing.

Like-Kind Exchange. Either Any party may desire to close the transaction contemplated by this Agreement may elect to structure this transaction as part of a like like-kind exchange within the meaning of pursuant to Section 1031 of the Internal Revenue Code of 1986, as amendedCode, and the Treasury Regulations regulations promulgated thereunder thereunder, with respect to any or all of the Jupiter Assets (the a “Like-Kind Exchange”)) at any time prior to the Closing Date. Each of Seller In order to effect a Like-Kind Exchange, a non-electing party shall cooperate and Buyer (each an “Exchanging Party”) reserves do all acts as may be reasonably required or requested by the right 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, but not its obligations hereunder, rights under this Agreement to a qualified intermediary as provided Qualified Intermediary (“QI”) of such party’s choice in Treas. Reg. 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, to assign its rights or a portion thereof under this Agreement with respect to any or all of the Jupiter Assets to EQM’s Qualified Exchange Accommodation Titleholder (the as that term is defined in Revenue Procedure 2000-37) (“Qualified IntermediaryQEAT”)) 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, on or before each or any Closing. No such assignment shall release the Exchanging Party of expand, any of its their respective liabilities and obligations to each other under this Agreement. The other party (not participating in the “Cooperating Party”) hereby agrees to reasonably cooperate with, and take all reasonable steps requested by, the Exchanging Party on or before the Closing Date to facilitate such an exchange, provided that (a) the Cooperating Party Like-Kind Exchange shall not be required obligated to acquire pay any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of Seller additional costs or Buyer under this Agreement, (c) the Cooperating Party shall not be required to incur any additional costobligations in its sale or purchase, expense or liability in connection with as applicable, of the Jupiter Assets if such exchange (costs are the result of the other than expenses of reviewing party’s Like-Kind Exchange, and executing documents required in connection with such exchange), (d) no dates in this Agreement will be extended the party electing to consummate the sale as a result thereofLike-Kind Exchange agrees to hold harmless and indemnify the other party from and against all costs, (e) expenses, claims, losses and liabilities, if any, resulting from the consummation or accomplishment of an exchange shall not be a condition precedent or a condition subsequent to the Exchanging Party's obligations under this Agreement, (f) the Cooperating Party shall not be otherwise adversely affected hereunder and (g) the Cooperating Party shall not be, nor be deemed to be, responsible for such exchange's compliance with the CodeLike-Kind Exchange.

Like-Kind Exchange. Either party Seller has informed Purchaser that it may desire seek in full or partial payment of the Purchase Price like-kind property for the purpose of effectuating an exchange pursuant to close the transaction contemplated by this Agreement as part of a like kind exchange within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amendedCode, and the Treasury Regulations regulations promulgated thereunder thereunder. To facilitate such exchange, and as a material inducement to Seller to enter into this Agreement, Purchaser consents (the “Exchange”). Each i) to an assignment by Seller of Seller and Buyer (each an “Exchanging Party”) reserves this Agreement or of any of Seller’s rights hereunder, including the right to assign its rights, but not its obligations hereunderreceive all or any portion of the Purchase Price, to a qualified intermediary Qualified Intermediary (as provided defined in Treas. Reg. Treasury Regulations Section 1.1031(k)-1(g)(4)) and (the “Qualified Intermediary”)ii) to take such other actions as are reasonably necessary to facilitate such like-kind exchange, which shall in no event involve Purchaser acquiring title to or owning any replacement property on behalf of Seller or before each incurring expenses or any Closingliability (unless such expenses or liability are reimbursed to Purchaser by Seller . No such assignment shall release the Exchanging Party of any of its obligations under this Agreement. The other party (the “Cooperating Party”) hereby Purchaser agrees to reasonably cooperate with, with Seller in effectuating the like-kind exchange and take to execute all documents (subject to the reasonable steps requested by, the Exchanging Party on or before the Closing Date to facilitate such an exchange, approval of Purchaser and its legal counsel) reasonably necessary in connection therewith provided that (a) the Cooperating Party such cooperation shall not be required (i) result in a reduction of Purchaser’s rights or an increase in Purchaser’s obligations under this Agreement other than to a de minimis extent, (ii) subject Purchaser to any additional risks not expressly contemplated by this Agreement or require Purchaser to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of Seller or Buyer under this Agreement, (c) the Cooperating Party shall not be required to incur any additional cost, expense or liability in connection with such exchange (property other than expenses of reviewing and executing documents required in connection with such exchange)the Third Floor Unit, (d) no dates in this Agreement will be extended as a result thereof, (e) the consummation or accomplishment of an exchange shall not be a condition precedent or a condition subsequent to the Exchanging Party's obligations under this Agreement, (f) the Cooperating Party shall not be otherwise adversely affected hereunder and (g) the Cooperating Party shall not be, nor be deemed to be, responsible for such exchange's compliance with the Code.or

Like-Kind Exchange. Either party may desire Each Party shall accommodate the other Party, pursuant to close the transaction contemplated by this Agreement as part of a like kind exchange within the meaning of Section 1031 of the Internal Revenue Code of 1986Code, as amendedto effect a tax-deferred exchange or like-kind property with respect to the Terminals. To effect such an exchange, Seller may require Buyer, among other things, to pay the Purchase Price for the Terminals to a trust or intermediary party ("Qualified Intermediary") designated by Seller, and the Treasury Regulations promulgated thereunder (the “Exchange”). Each of Seller and Buyer (each an “Exchanging Party”) reserves the right to assign its rightsmay require Seller, but not its obligations hereunderamong other things, to transfer title to the Terminals to a qualified intermediary as provided in Treas. Reg. Section 1.1031(k)-1(g)(4) (the “Qualified Intermediary”). Such election shall be made, on or before each or any Closing. No such assignment shall release if at all, by notice to the Exchanging other Party no later than ten (10) days after the signing of any of its obligations under this Agreement. The Parties agree to execute such agreements and other party (documents as may be necessary to complete and otherwise effectuate a tax-deferred exchange in respect of the “Cooperating Party”) hereby agrees to reasonably cooperate with, and take all reasonable steps requested by, the Exchanging Party on or before the Closing Date to facilitate such an exchangeTerminals, provided that (a) the Cooperating Party shall not neither Party's obligations hereunder will be required to acquire any substitute property, increased; (b) such exchange documents shall not affect the modify either Party's representations, warranties, liabilities and warranties or obligations of Seller or Buyer under this Agreement, hereunder; (c) the Cooperating Party Purchase Price paid by Buyer shall not be required different from that which Buyer would have paid pursuant to Section 3.1; (d) neither Party shall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), (d) no dates in this Agreement will be extended as a result thereof, of its cooperation in such exchange; and (e) the consummation or accomplishment of an Party requesting the like-kind exchange shall indemnify and hold harmless the other Party for any additional expenses, including, but not be limited to, taxes and closing costs, and any cost or expense (including reasonable counsel fees) that such Party may suffer, sustain or become subject to as a condition precedent or a condition subsequent to the Exchanging Party's obligations under this Agreement, result of: (fi) the Cooperating Party shall not be otherwise adversely affected hereunder Purchase Price being paid to a Qualified Intermediary rather than Seller; (ii) the Terminals title being transferred to a Qualified Intermediary rather than to Buyer; and (giii) the Cooperating Party shall not be, nor be deemed to be, responsible for such exchangeQualified Intermediary's compliance with subsequent use of the CodePurchase Price or the Terminals.

Like-Kind Exchange. Either party may desire to close Seller and Buyer shall each have an option of effecting a Section 1031 like-kind exchange of any part of its interest in the transaction contemplated Properties by assigning its rights in this Agreement as part of to a like kind exchange within qualified third party intermediary; provided, however, that: (a) the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder assigning party (the “Exchange”). Each of Seller and Buyer (each an “Exchanging PartyAssignor”) reserves may only exercise this option by giving written notice to the right other party to assign its rights, but not its obligations hereunder, the Agreement at least ten (10) business days prior to a qualified intermediary as provided in Treas. Reg. Section 1.1031(k)-1(g)(4) the Closing Date (the “Qualified IntermediaryOther Party”), on or before each or any Closing. No such assignment ; (b) Assignor shall release the Exchanging Party of any of remain responsible for its obligations under this Agreement. The other party (the “Cooperating Party”) hereby agrees to reasonably cooperate with, and take but for an assignment to the exchange agent to the extent required by said Section of the Internal Revenue Code, Seller shall remain a party to this Agreement and shall (1) convey title to the Real Property directly to Buyer and (2) shall remain in direct privity with respect to all reasonable steps requested bycovenants, the Exchanging Party on or before the Closing Date to facilitate such an exchange, provided that (a) the Cooperating Party shall not be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities representations and obligations of Seller or Buyer under this Agreement, warranties hereunder; (c) the Cooperating exchange shall not result in any delay of the Closing; and (d) Assignor shall execute such documents as Other Party shall not reasonably request to affirm its obligations thereunder. Other Party shall reasonably cooperate with Assignor and execute such documents as are reasonably necessary for Assignor to effect such an exchange; provided, however, that: (i) Assignor shall be required to incur any additional costresponsible for all costs and expenses incurred by Other Party, expense including attorneys’ fees and expenses, as a direct result thereof or liability otherwise in connection with such exchange the implementation of an exchange; and (other than expenses of reviewing ii) Assignor shall indemnify, defend and executing documents required in connection with such exchange)hold Other Party harmless from and against any costs, (d) no dates in this Agreement will be extended liability and arising as a result thereofof, (e) the consummation or accomplishment of in connection with, such an exchange shall not be a condition precedent or a condition subsequent to the Exchanging Party's obligations under this Agreement, (f) the Cooperating Party shall not be otherwise adversely affected hereunder and (g) the Cooperating Party shall not be, nor be deemed to be, responsible for such exchange's compliance with the Code.

Like-Kind Exchange. Either party may (a) If Seller notifies Buyer of its desire for the transfer of all or a specified portion of the Transferred Real Property located in the United States (the “Like-Kind Assets”) to close qualify as a Like-Kind Exchange, then the transaction contemplated by parties shall (i) cooperate in good faith to structure such transfer such that it qualifies, to the greatest extent possible, as a Like-Kind Exchange and (ii) enter into such other agreements, and make such modifications to this Agreement Agreement, as part of a like kind exchange within are reasonably necessary to meet the meaning requirements of Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (the “Exchange”). Each of Seller and Buyer (each an “Exchanging Party”) reserves the right to assign its rights, but not its obligations hereunder, to a qualified intermediary as thereunder; provided in Treas. Reg. Section 1.1031(k)-1(g)(4) (the “Qualified Intermediary”), on or before each or any Closing. No such assignment shall release the Exchanging Party of any of its obligations under this Agreement. The other party (the “Cooperating Party”) hereby agrees to reasonably cooperate with, and take all reasonable steps requested by, the Exchanging Party on or before the Closing Date to facilitate such an exchange, provided case that (ax) the Cooperating Party shall not be required to acquire any substitute property, (b) such exchange shall not affect none of the representations, warranties, liabilities covenants, indemnification obligations or other agreements of the parties hereto shall be affected by such structuring and obligations modifications, (y) neither of Seller the parties shall be required, in connection with such structuring and modifications, to make any representations or Buyer under warranties, assume any Liabilities, acquire title to any property to which it would not otherwise acquire title in connection with the Acquisition or, in the case of Buyer, incur any unreimbursed out-of-pocket costs and expenses (in each case, for the avoidance of doubt, that the relevant party will not otherwise make, assume, acquire or incur, but for this Section 9.11) and (z) neither of the parties shall have any right to delay or postpone the closing of such transfer for the principal purpose of facilitating such transfer’s qualification as a Like-Kind Exchange. (b) Notwithstanding any other provision of this Agreement, (ci) the Cooperating Party provisions of this Section 9.11 shall not be required to incur survive the Closing without limitation and (ii) in the event of any additional cost, expense or liability conflict between this Section 9.11 and the terms and conditions of any agreement entered into by the parties in connection with the transfer of Like-Kind Assets, the terms and conditions of such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), (d) no dates in this Agreement will be extended as a result thereof, (e) the consummation or accomplishment of an exchange agreement shall not be a condition precedent or a condition subsequent control to the Exchanging Party's obligations under this Agreement, (f) the Cooperating Party shall not be otherwise adversely affected hereunder and (g) the Cooperating Party shall not be, nor be deemed to be, responsible for extent of such exchange's compliance with the Codeconflict.

Like-Kind Exchange. Either party Buyer or Seller may desire elect to close the transaction contemplated by structure this Agreement transaction, in whole or in part, as part of a like like-kind exchange within the meaning of Section pursuant to section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations regulations promulgated thereunder thereunder, with respect to any or all of the Properties (a "Like- Kind Exchange") by giving notice of such election to the “other party at any time prior to the date of Closing. In order to effect a Like-Kind Exchange”). Each of Seller , the party receiving such notice shall cooperate and Buyer (each an “Exchanging Party”) reserves do all acts as may be reasonably required or requested by the right party giving such notice with regard to effecting the Like-Kind Exchange, including, but not limited to, permitting the party giving such notice to assign its rights, but not its obligations hereunder, rights under this Agreement to a qualified intermediary as provided in Treas. Reg. Section 1.1031(k)-1(g)(4) (the “Qualified Intermediary”), on or before each or any Closing. No such assignment shall release the Exchanging Party of any of its obligations under this Agreement. The other party choice in accordance with Treasury Regulation (the “Cooperating Party”S) hereby agrees 1.1031(k)- 1(g)(4) and/or executing additional escrow instructions, documents, agreements or instruments to reasonably cooperate witheffect an exchange; provided, and take all reasonable steps requested byhowever, the Exchanging Party on or before the Closing Date to facilitate party receiving such an exchangenotice shall incur no expense in connection with such Like-Kind Exchange, provided that (a) the Cooperating Party shall not be required to acquire take title to any substitute property, (b) such exchange shall not affect property other than the representations, warranties, liabilities and obligations of Seller or Buyer under this Agreement, (c) the Cooperating Party shall not be required to incur any additional cost, expense or liability Properties in connection with the Like-Kind Exchange, and shall not have its possession of the Properties nor the receipt of any payment (including, without limitation, payment of the Purchase Price) delayed by reason of any such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), (d) no dates in this Like-Kind Exchange. This Agreement will be extended as serve to identify "replacement property" for purposes of making a result thereof, (e) the consummation or accomplishment of an exchange shall not be a condition precedent or a condition subsequent to the Exchanging Party's obligations under this Agreement, (f) the Cooperating Party shall not be otherwise adversely affected hereunder and (g) the Cooperating Party shall not be, nor be deemed to be, responsible for such "deferred exchange's compliance " in accordance with the requirements of Section 1031 of the Internal Revenue Code."

Like-Kind Exchange. Either Any party may desire to close the transaction contemplated by this Agreement may elect to structure this transaction as part of a like like-kind exchange within the meaning of pursuant to Section 1031 of the Internal Revenue Code of 1986, as amendedCode, and the Treasury Regulations regulations promulgated thereunder thereunder, with respect to any or all of the Sunrise Assets (the a “Like-Kind Exchange”)) at any time prior to the Closing Date. Each of Seller In order to effect a Like-Kind Exchange, a non-electing party shall cooperate and Buyer (each an “Exchanging Party”) reserves do all acts as may be reasonably required or requested by the right 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, but not its obligations hereunder, rights under this Agreement to a qualified intermediary as provided Qualified Intermediary (“QI”) of such party’s choice in Treas. Reg. 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, to assign its rights or a portion thereof under this Agreement with respect to any or all of the Sunrise Assets to EQM’s Qualified Exchange Accommodation Titleholder (the as that term is defined in Revenue Procedure 2000-37) (“Qualified IntermediaryQEAT”)) in connection with effecting a Like-Kind Exchange. Holdings and EQM acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not release either Holdings or EQM from, on or before each or any Closing. No such assignment shall release the Exchanging Party of expand, any of its their respective liabilities and obligations to each other under this Agreement. The other party (not participating in the “Cooperating Party”) hereby agrees to reasonably cooperate with, and take all reasonable steps requested by, the Exchanging Party on or before the Closing Date to facilitate such an exchange, provided that (a) the Cooperating Party Like-Kind Exchange shall not be required obligated to acquire pay any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of Seller additional costs or Buyer under this Agreement, (c) the Cooperating Party shall not be required to incur any additional costobligations in its sale or purchase, expense or liability in connection with as applicable, of the Sunrise Assets if such exchange (costs are the result of the other than expenses of reviewing party’s Like-Kind Exchange, and executing documents required in connection with such exchange), (d) no dates in this Agreement will be extended the party electing to consummate the sale as a result thereofLike-Kind Exchange agrees to hold harmless and indemnify the other party from and against all costs, (e) expenses, claims, losses and liabilities, if any, resulting from the consummation or accomplishment of an exchange shall not be a condition precedent or a condition subsequent to the Exchanging Party's obligations under this Agreement, (f) the Cooperating Party shall not be otherwise adversely affected hereunder and (g) the Cooperating Party shall not be, nor be deemed to be, responsible for such exchange's compliance with the CodeLike-Kind Exchange.

Like-Kind Exchange. Either party Under Section 1031 of the Internal Revenue Code. The parties acknowledge that Seller or Purchaser may desire wish to close the transaction contemplated by this Agreement as part of enter into a like kind exchange within (either simultaneous or deferred) with respect to the meaning Property (the “Exchange”) pursuant to the applicable provisions of Section 1031 of the Internal Revenue Code of 1986, as amended. Notwithstanding anything to the contrary contained in this Contract, and the Treasury Regulations promulgated thereunder (the “Exchange”). Each of Seller and Buyer (each an “Exchanging Party”) reserves or Purchaser shall have the right to assign its rightsinterest under this Contract without the other party’s consent for the sole purpose of enabling the assigning party to effectuate the Exchange, but including execution of any necessary acknowledgment documents; provided, however, that notwithstanding any such assignment, the assigning party shall not its obligations hereunder, to a qualified intermediary as provided in Treas. Reg. Section 1.1031(k)-1(g)(4) (the “Qualified Intermediary”), on or before each or any Closing. No such assignment shall release the Exchanging Party of be released from any of its liabilities, obligations or indemnities under this AgreementContract. The other party (the “Cooperating Party”) hereby agrees to reasonably shall cooperate with, and take in all reasonable steps requested byrespects with the assigning party to effectuate such Exchange; provided, the Exchanging Party on or before the however, that: A. Closing Date to facilitate such an exchange, provided that (a) the Cooperating Party shall not be required to acquire any substitute property, (b) extended or delayed by reason of such exchange shall not affect the representations, warranties, liabilities and obligations of Seller or Buyer under this Agreement, (c) the Cooperating Party Exchange; B. The non-assigning party shall not be required to incur any additional cost, cost or expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), (d) no dates in this Agreement will be extended as a result thereofof such Exchange, (e) and the consummation assigning party shall forthwith, on demand, reimburse the non-assigning party for any additional cost or accomplishment expense excepting for attorney’s fees incurred by the non-assigning party as a result of an exchange the Exchange in reviewing documents; and C. The assigning party’s ability to consummate the Exchange shall not be a condition precedent or a condition subsequent to the Exchanging Party's obligations of assigning party under this AgreementContract, (f) and the Cooperating Party non-assigning party does not warrant and shall not be otherwise adversely affected hereunder and (g) the Cooperating Party shall not be, nor be deemed to be, responsible for such exchange's compliance any of the tax consequences to assigning party with respect to the Codetransactions contemplated hereunder. 22.

Like-Kind Exchange. Either party may desire ▇▇▇▇▇▇ agrees to close cooperate with ▇▇▇▇▇, and ▇▇▇▇▇ agrees to cooperate with Seller, for purposes of effecting and structuring, in conjunction with the transaction contemplated by this Agreement sale of the Real Property, for the benefit of the other Party as part of taxpayer, a like like-kind exchange within the meaning of real property, whether a simultaneous, reverse or deferred exchange, pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations regulations promulgated thereunder (thereunder. The cooperating Party specifically agrees to execute such documents and instruments as are reasonably necessary to implement such an exchange. The taxpayer shall be solely responsible for assuring that the “Exchange”)structure of any proposed exchange is effective for its own tax purposes and for paying all costs and expenses associated with the proposed exchange. Each Furthermore, the cooperating Party specifically agrees that the taxpayer may assign this Agreement and any of Seller and Buyer (each an “Exchanging Party”) reserves the right to assign its rights, but not its rights or obligations hereunder, to in whole or in part, as necessary or appropriate in furtherance of effectuating a qualified intermediary as Section 1031 like-kind exchange for the Real Property, provided in Treas. Reg. Section 1.1031(k)-1(g)(4) (the “Qualified Intermediary”), on or before each or any Closing. No that such assignment shall release not serve to relieve the Exchanging Party taxpayer of any of its liability for the taxpayer’s obligations under this Agreementhereunder. The other party (Notwithstanding the “Cooperating Party”) hereby agrees to reasonably cooperate with, and take all reasonable steps requested by, the Exchanging Party on or before the Closing Date to facilitate such an exchange, provided that foregoing: (a) the Cooperating Neither Party shall not be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of Seller or Buyer under this Agreement, (c) the Cooperating Party shall not be required to incur any additional cost, liability or expense or liability in connection with such exchange its participation in the other Party’s exchange; (b) Neither Party shall be required to hold or otherwise acquire, or be in title to, any property other than expenses the Real Property; (c) Neither Party shall be required to execute any documents creating any liability on their part by reason of reviewing and executing documents required in connection with such the other Party’s exchange), ; (d) no dates The Party proposing the exchange shall indemnify, protect, defend and hold the other Party and any of its partners, officers, directors, shareholders, members, attorneys and agents harmless from and against any and all liability, including, but not limited to, costs and attorneys’ fees, caused by or resulting from their participation in this Agreement will be extended as a result thereof, the exchange; (e) The Party cooperating in the consummation proposed exchange makes no representation or accomplishment of an exchange shall not be a condition precedent or a condition subsequent warranty to the Exchanging Party's obligations under this AgreementParty proposing the exchange that such exchange will qualify for tax deferral or other tax treatment, whether pursuant to the Internal Revenue Code or otherwise; (f) the Cooperating Party The transaction contemplated by this Agreement shall not in any way be otherwise adversely affected hereunder and (g) postponed or, be subject to rescission or be contingent upon, completion of the Cooperating Party shall not be, nor be deemed to be, responsible for such exchange's compliance with the Code.; and

Like-Kind Exchange. Either party may desire EWI and Buyer hereby agree that Buyer and EWI will each have the right at any time prior to close the completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Title Holder (as that term is defined in Revenue Procedure 2000-37, 2000-2 CB 308) in order to accomplish the transaction contemplated by this Agreement as part in a manner that will comply with the requirements of a like like-kind exchange within the meaning of pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (the “Exchange”)Code. Each of Seller and Buyer (each an “Exchanging Party”) reserves the right to assign its rights, but not its obligations hereunder, to a qualified intermediary as provided in Treas. Reg. Section 1.1031(k)-1(g)(4) (the “Qualified Intermediary”), on If either Party assigns all or before each or any Closing. No such assignment shall release the Exchanging Party of any of its obligations rights under this Agreement. The Agreement for this purpose, the other party (the “Cooperating Party”) hereby Party agrees to (i) consent to such Party’s assignment of its rights in this Agreement, which assignment will be in a form reasonably cooperate with, and take all reasonable steps requested by, acceptable to the Exchanging Party on or before the Closing Date to facilitate such an exchangeother Party, provided that (a) the Cooperating Party shall any such assignment will not be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, relieve Buyer from its obligations and liabilities and obligations of Seller or Buyer under this Agreement, (cii) accept the Cooperating Purchase Price, as adjusted, or the assignment, as applicable, from the Qualified Intermediary at Closing and (iii) at Closing convey and assign as directed by Buyer or pay the Adjusted Purchase Price (or any portion thereof) as directed by the EWI, as applicable. If either Party shall not be required elects to incur assign all or any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), (d) no dates in its rights under this Agreement pursuant to this Section 6.09, such Party will be extended as a result thereofdefend, (e) indemnify, and hold harmless the consummation or accomplishment of an exchange shall not be a condition precedent or a condition subsequent other Party from all claims relating to the Exchanging Party's obligations under this Agreement, (f) the Cooperating Party shall not be otherwise adversely affected hereunder and (g) the Cooperating Party shall not be, nor be deemed to be, responsible for such exchange's compliance with the Codeelection.

Like-Kind Exchange. Either party may desire to close the transaction contemplated by this Agreement as part of a like kind exchange within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (the “Exchange”). Each of Seller and Buyer (each an “Exchanging Party”) reserves the right to assign its rights, but not its obligations hereunder, to a qualified intermediary as provided in Treas. Reg. Section 1.1031(k)-1(g)(4) (the “Qualified Intermediary”), on or before each or any the Closing. No such assignment ; provided that this Agreement shall release be binding upon the Exchanging Party of any of its assignee in all respects as to the obligations under this Agreementto the Buyer. The other party (the “Cooperating Party”) hereby agrees to reasonably cooperate with, and take all reasonable steps requested by, the Exchanging Party on or before the Closing Date to facilitate such an exchange, provided that (a) the Cooperating Party Buyer shall not be required to acquire any additional or substitute propertyproperty or interests, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of Seller or Buyer under this Agreement, (c) the Cooperating Party shall not be required to incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange)) or any reduction or alteration of its rights under this Agreement, and (d) no dates in this Agreement will be extended as a result thereof, (e) except as specifically provided herein. As part of such Exchange, Seller shall convey the consummation or accomplishment of an exchange Property directly to Buyer. The Exchanging Party shall not be a condition precedent or a condition subsequent to the Exchanging Party's obligations under this Agreement, (f) indemnify and hold the Cooperating Party shall not be otherwise adversely affected hereunder harmless and (g) defend the Cooperating Party shall not befrom any and all claims, nor be deemed to bedemands, responsible for causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys' fees and expenses and court costs) of any kind and nature in connection with such exchange's compliance Exchange or the Cooperating Party’s cooperation with the CodeExchanging Party to accomplish such Exchange. The terms of this Section shall survive Closing or any earlier termination of this Agreement.

Like-Kind Exchange. Either party Purchaser may desire to close consummate the transaction contemplated by this Agreement purchase of all or part of the Acquired Assets as part of a so-called like kind exchange within (the meaning of Section “Exchange”) pursuant to §1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder amended (the “ExchangeCode”). Each , provided that (i) all costs, fees and expenses attendant to the Exchange shall be the responsibility of Seller Purchaser and Buyer (each ii) Sellers shall not be required to acquire or hold title to any property or assets other than the Acquired Assets for purposes of consummating the Exchange but rather the Exchange shall be affected through an “Exchanging Party”) reserves the right to assign assignment by Purchaser of its rights, but not its obligations hereunder, rights under this Agreement to a qualified intermediary as intermediary. In the event that all conditions precedent to the consummation of the transaction have been satisfied, Sellers hereby agree that the Closing may be delayed to permit Purchaser to effect the Exchange, provided that in Treasno event may Purchaser delay such Closing beyond the date set forth in Section 10.01(e) hereof. RegSellers shall not, by this Agreement or acquiescence to the Exchange, (1) have their rights under this Agreement, including (without limitation) those that survive Closing, affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted to Purchaser that the Exchange in fact complies with §1031 of the Code. Section 1.1031(k)-1(g)(4) (Sellers acknowledge that Purchaser, in order to effect a like kind exchange, may assign its rights hereunder to purchase all or part of the “Qualified Intermediary”)Acquired Assets to a third party, on or before each or any Closing. No but that such assignment shall in no way release the Exchanging Party of Purchaser from any of its obligations under this Agreement. The other party (the “Cooperating Party”) hereby agrees to reasonably cooperate with, and take all reasonable steps requested by, the Exchanging Party on or before the Closing Date to facilitate such an exchange, provided that (a) the Cooperating Party shall not be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of Seller or Buyer under this Agreement, (c) the Cooperating Party shall not be required to incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), (d) no dates in this Agreement will be extended as a result thereof, (e) the consummation or accomplishment of an exchange shall not be a condition precedent or a condition subsequent to the Exchanging Party's obligations under this Agreement, (f) the Cooperating Party shall not be otherwise adversely affected hereunder and (g) the Cooperating Party shall not be, nor be deemed to be, responsible for such exchange's compliance with the Code.

Like-Kind Exchange. Either party may desire Each Party shall accommodate the other Party, pursuant to close the transaction contemplated by this Agreement as part of a like kind exchange within the meaning of Section 1031 of the Internal Revenue Code of 1986Code, as amendedto effect a tax-deferred exchange or like-kind property with respect to the Terminal. To effect such an exchange, Seller may require Buyer, among other things, to pay the Purchase Price for the Terminal to a trust or intermediary party ("Qualified Intermediary") designated by Seller, and the Treasury Regulations promulgated thereunder (the “Exchange”). Each of Seller and Buyer (each an “Exchanging Party”) reserves the right to assign its rightsmay require Seller, but not its obligations hereunderamong other things, to transfer title to the Terminal to a qualified intermediary as provided in Treas. Reg. Section 1.1031(k)-1(g)(4) (the “Qualified Intermediary”). Such election shall be made, on or before each or any Closing. No such assignment shall release if at all, by notice to the Exchanging other Party no later than ten (10) days after the signing of any of its obligations under this Agreement. The Parties agree to execute such agreements and other party (documents as may be necessary to complete and otherwise effectuate a tax-deferred exchange in respect of the “Cooperating Party”) hereby agrees to reasonably cooperate with, and take all reasonable steps requested by, the Exchanging Party on or before the Closing Date to facilitate such an exchangeTerminal, provided that that (a) the Cooperating Party shall not neither Party's obligations hereunder will be required to acquire any substitute property, increased; (b) such exchange documents shall not affect the modify either Party's representations, warranties, liabilities and warranties or obligations of Seller or Buyer under this Agreement, hereunder; (c) the Cooperating Party Purchase Price paid by Buyer shall not be required different from that which Buyer would have paid pursuant to Section 3.1; (d) neither Party s hall incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), (d) no dates in this Agreement will be extended as a result thereof, of its cooperation in such exchange; and (e) the consummation or accomplishment of an Party requesting the like-kind exchange shall indemnify and hold harmless the other Party for any additional expenses, including, but not be limited to, taxes and closing costs, and any cost or expense (including reasonable counsel fees) that such Party may suffer, sustain or become subject to as a condition precedent or a condition subsequent to the Exchanging Party's obligations under this Agreement, result of: (fi) the Cooperating Party shall not be otherwise adversely affected hereunder Purchase Price being paid to a Qualified Intermediary rather than Seller; (ii) the Terminal title being transferred to a Qualified Intermediary rather than to Buyer; and (giii) the Cooperating Party shall not be, nor be deemed to be, responsible for such exchangeQualified Intermediary's compliance with subsequent use of the CodePurchase Price or the Terminal.