Common use of Like-Kind Exchange Clause in Contracts

Like-Kind Exchange. Xxxxxx agrees to cooperate with Xxxxx, and Xxxxx agrees to cooperate with Seller, for purposes of effecting and structuring, in conjunction with the sale of the Real Property, for the benefit of the other Party as taxpayer, a like-kind exchange 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 regulations promulgated 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 structure of any proposed exchange is effective for its own tax purposes and for paying all costs and expenses associated with the proposed exchange. Furthermore, the cooperating Party specifically agrees that the taxpayer may assign this Agreement and any of its rights or obligations hereunder, in whole or in part, as necessary or appropriate in furtherance of effectuating a Section 1031 like- kind exchange for the Real Property, provided that such assignment shall not serve to relieve the taxpayer of any liability for the taxpayer’s obligations hereunder. Notwithstanding the foregoing: (a) Neither Party shall be required to incur any liability or expense in connection with 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 the Real Property; (c) Neither Party shall be required to execute any documents creating any liability on their part by reason of the other Party’s exchange; (d) 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 the exchange; (e) The Party cooperating in the proposed exchange makes no representation or warranty to the Party 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 transaction contemplated by this Agreement shall not in any way be postponed or, be subject to rescission or be contingent upon, completion of the exchange; and (g) The Party proposing the exchange shall provide the other Party with reasonable advance notice of his desire to enter into the exchange, and of all acts and documents requested of or to be executed by the proposing Party in connection with the exchange.

Like-Kind Exchange. Xxxxxx agrees Either party may desire to cooperate with Xxxxx, and Xxxxx agrees to cooperate with Seller, for purposes close the transaction contemplated by this Agreement as part of effecting and structuring, in conjunction with the sale of the Real Property, for the benefit of the other Party as 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 regulations Treasury Regulations promulgated thereunderthereunder (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 cooperating Party specifically other party (the “Cooperating Party”) hereby agrees to execute such documents reasonably cooperate with, and instruments as are reasonably necessary take all reasonable steps requested by, the Exchanging Party on or before the Closing Date to implement facilitate such an exchange. The taxpayer shall be solely responsible for assuring that the structure of any proposed exchange is effective for its own tax purposes and for paying all costs and expenses associated with the proposed exchange. Furthermore, the cooperating Party specifically agrees that the taxpayer may assign this Agreement and any of its rights or obligations hereunder, in whole or in part, as necessary or appropriate in furtherance of effectuating a Section 1031 like- kind exchange for the Real Property, provided that such assignment shall not serve to relieve the taxpayer of any liability for the taxpayer’s obligations hereunder. Notwithstanding the foregoing: (a) Neither 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 or expense in connection with its participation in the other Party’s exchange; such exchange (b) Neither Party shall be required to hold or otherwise acquire, or be in title to, any property other than the Real Property; (c) Neither Party shall be expenses of reviewing and executing documents required to execute any documents creating any liability on their part by reason of the other Party’s in connection with such exchange; ), (d) The Party proposing the exchange shall indemnifyno dates in this Agreement will be extended as a result thereof, 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 the exchange; (e) The Party cooperating in the proposed consummation or accomplishment of an exchange makes no representation shall not be a condition precedent or warranty a condition subsequent to the Party proposing the exchange that such exchange will qualify for tax deferral or other tax treatmentExchanging Party's obligations under this Agreement, whether pursuant to the Internal Revenue Code or otherwise; (f) The transaction contemplated by this Agreement the Cooperating Party shall not in any way be postponed or, be subject to rescission or be contingent upon, completion of the exchange; otherwise adversely affected hereunder and (g) The the Cooperating Party proposing the exchange shall provide the other Party with reasonable advance notice of his desire not be, nor be deemed to enter into the be, responsible for such exchange, and of all acts and documents requested of or to be executed by the proposing Party in connection 's compliance with the exchangeCode.

Like-Kind Exchange. Xxxxxx agrees to cooperate with Xxxxx, and Xxxxx agrees to cooperate with Seller, for purposes of effecting and structuring, in conjunction with the sale Under Section 1031 of the Real Property, for the benefit of the other Party as taxpayer, Internal Revenue Code. The parties acknowledge that Seller or Purchaser may wish to enter into a like-like kind exchange of real property, whether a simultaneous, reverse (either simultaneous or deferred exchange, deferred) with respect to the 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 Seller or Purchaser shall have the regulations promulgated thereunder. The cooperating Party specifically agrees right to execute such documents and instruments as are reasonably necessary assign its interest under this Contract without the other party’s consent for the sole purpose of enabling the assigning party to implement such an exchange. The taxpayer shall be solely responsible for assuring that effectuate the structure Exchange, including execution of any proposed exchange is effective for its own tax purposes and for paying all costs and expenses associated with the proposed exchange. Furthermorenecessary acknowledgment documents; provided, however, that notwithstanding any such assignment, the cooperating Party specifically agrees that the taxpayer may assign this Agreement and assigning party shall not be released from any of its rights liabilities, obligations or obligations hereunderindemnities under this Contract. The other party shall cooperate in all reasonable respects with the assigning party to effectuate such Exchange; provided, in whole or in parthowever, as necessary or appropriate in furtherance of effectuating a Section 1031 like- kind exchange for the Real Property, provided that such assignment that: A. Closing shall not serve to relieve the taxpayer be extended or delayed by reason of any liability for the taxpayer’s obligations hereunder. Notwithstanding the foregoing:such Exchange; (a) Neither Party B. The non-assigning party shall not be required to incur any liability additional cost or expense in connection with its participation in as a result of such Exchange, and the other Partyassigning party shall forthwith, on demand, reimburse the non-assigning party for any additional cost or expense excepting for attorney’s exchange; (b) Neither Party shall be required to hold or otherwise acquire, or be in title to, any property other than fees incurred by the Real Property; (c) Neither Party shall be required to execute any documents creating any liability on their part by reason non-assigning party as a result of the other PartyExchange in reviewing documents; and C. The assigning party’s exchange; (d) The Party proposing ability to consummate the exchange Exchange shall indemnifynot be a condition to the obligations of assigning party under this Contract, protect, defend and hold the other Party non-assigning party does not warrant and shall not be responsible for 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 the exchange; (e) The Party cooperating in the proposed exchange makes no representation or warranty tax consequences to assigning party with respect to the Party 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 transaction transactions contemplated by this Agreement shall not in any way be postponed or, be subject to rescission or be contingent upon, completion of the exchange; and (g) The Party proposing the exchange shall provide the other Party with reasonable advance notice of his desire to enter into the exchange, and of all acts and documents requested of or to be executed by the proposing Party in connection with the exchangehereunder.

Like-Kind Exchange. Xxxxxx agrees If either Seller or Purchaser wishes to cooperate with Xxxxx, and Xxxxx agrees to cooperate with Seller, for purposes of effecting and structuring, in conjunction with the sale of the Real Property, for the benefit of the other Party as taxpayer, enter into a like-kind exchange of real property, whether a simultaneous, reverse (either simultaneous with Closing or deferred exchange, pursuant deferred) with respect to the Properties under Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated 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 structure of any proposed exchange is effective for its own tax purposes and for paying all costs and expenses associated with the proposed exchange. Furthermore(“Exchange”), the other party shall cooperate in all reasonable respects to effectuate the Exchange, including the execution of documents; provided (1) the cooperating Party specifically agrees that party shall incur no liability or expense related to the taxpayer may assign Exchange. Purchaser’s or Seller’s cooperation shall include, but not be limited to, (i) permitting the assignment of rights (but not its obligations) under this Agreement and any of its rights or obligations hereunderto a qualified intermediary (as defined in Treasury Regulation Section 1.1031 (k)-1(g)(4)(iii)) (a “QI”), in whole or in part, as necessary or appropriate in furtherance of effectuating (ii) Seller entering into an agreement with a Section 1031 like- kind exchange QI for the Real Propertyacquisition of the Properties (or interests in the Properties), and/or (iii) permitting an assignment of this Agreement to a QI to effectuate the Exchange, provided that such assignment Purchaser or Seller, as the case may be, shall not serve to relieve remain obligated for all of the taxpayer of any liability for the taxpayer’s obligations terms and conditions hereunder. Notwithstanding the foregoing: (a) Neither Party The exchanging party shall be required responsible for all agreements, documents, and escrow instructions, and no substitution of or assignment to incur another party to effectuate such Exchange shall release any liability or expense in connection with other party from its participation in the other Party’s exchange; (b) Neither Party shall be required to hold or otherwise acquireobligations, warranties, or be in title to, obligations under this Agreement or liability from any property other than prior or subsequent default. In no event shall any such exchange modify the Real Property; (c) Neither Party shall be required to execute any documents creating any liability on their part by reason of the other Party’s exchange; (d) 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 liabilityParties’ liabilities or obligations under this Agreement, including, but not limited to, costs and attorneys’ fees, caused by or resulting from their participation in delaying the exchange; (e) The Party cooperating in the proposed exchange makes no representation or warranty Closing due to the Party 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 transaction contemplated by this Agreement shall not in any way be postponed or, be subject to rescission or be contingent upon, completion of the exchange; and (g) The Party proposing the exchange shall provide the other Party with reasonable advance notice of his desire to enter into the exchange, and of all acts and documents requested of or to be executed by the proposing Party in connection with the 1031 exchange.

Like-Kind Exchange. Xxxxxx agrees Purchaser and Seller agree and acknowledge that each of them shall have the right to cooperate with Xxxxx, and Xxxxx agrees seek to cooperate with Seller, for purposes of effecting and structuring, in conjunction with qualify the sale of the Real Property, for the benefit of the other Party transaction contemplated herein as taxpayer, a like-kind exchange of real property, whether a simultaneous, reverse or deferred exchange, pursuant to under Section 1031 of the Internal Revenue Code of 1986Code. 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 amendeda 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 regulations promulgated thereunder. The cooperating Party specifically agrees to execute such documents and instruments as are non-requesting party reasonably necessary to implement such an exchange. The taxpayer shall be solely responsible approves, for assuring that the structure of any proposed exchange is effective for its own tax purposes and for paying all costs and expenses associated with the proposed exchange. Furthermore, the cooperating Party specifically agrees that the taxpayer may assign transaction or transactions represented by this Agreement and any to qualify as part of its rights or obligations hereunder, in whole or in part, as necessary or appropriate in furtherance of effectuating a like-kind exchange under Code Section 1031 like- kind exchange for the Real Property, either prior to or after Closing provided that such assignment (i) the non-requesting party incurs no additional liability, cost or expense; and (ii) the non-requesting party shall not serve to relieve the taxpayer of any liability for the taxpayer’s obligations hereunder. Notwithstanding the foregoing: (a) Neither Party shall be required to incur any liability or expense in connection with its participation in the other Party’s exchange; (b) Neither Party shall be required take title to hold or otherwise acquire, or be in title to, any property other than the Real Property; 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 extent necessary to permit such assigning party to seek to qualify the transaction as part of a like-kind exchange under the Code provided, however, that any such assignment shall not release the 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, (ci) Neither Party any exchange or proposed exchange (including any tax consequences to either party) shall be required to execute any documents creating any liability on their part by reason at the sole risk of the other Party’s exchange; requesting party, (dii) The Party proposing the no such exchange or proposed exchange shall indemnifydelay or postpone Closing, protectand (ii) should requesting party fail for any reason to effect a tax deferred exchange as contemplated in this Section 13.14, defend then and hold in any such event, the other Party 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 this Section. Nothing contained in this Section 13.14 shall release requesting party of 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 obligations or resulting from their participation in the exchange; (e) The Party cooperating in the proposed exchange makes no representation or warranty to the Party proposing the exchange that such exchange will qualify for tax deferral or other tax treatmentliabilities under this Agreement, whether pursuant to the Internal Revenue Code arising before, at or otherwise; (f) The transaction contemplated by this Agreement shall not in any way be postponed or, be subject to rescission or be contingent upon, completion of the exchange; and (g) The Party proposing the exchange shall provide the other Party with reasonable advance notice of his desire to enter into the exchange, and of all acts and documents requested of or to be executed by the proposing Party in connection with the exchangeafter Closing.

Like-Kind Exchange. Xxxxxx agrees to cooperate with Xxxxx, and Xxxxx agrees to cooperate with Seller, for purposes of effecting and structuring, Seller has informed Purchaser that it may seek in conjunction with the sale full or partial payment of the Real Property, for the benefit of the other Party as taxpayer, a Purchase Price like-kind property for the purpose of effectuating an exchange of real property, whether a simultaneous, reverse or deferred exchange, pursuant to Section 1031 of the Internal Revenue Code of 1986, as amendedCode, and the regulations promulgated thereunder. The cooperating Party specifically agrees To facilitate such exchange, and as a material inducement to execute Seller to enter into this Agreement, Purchaser consents (i) to an assignment by Seller of this Agreement or of any of Seller’s rights hereunder, including the right to receive all or any portion of the Purchase Price, to a Qualified Intermediary (as defined in Treasury Regulations Section 1.1031(k)-1(g)(4)) and (ii) to take such documents and instruments other actions as are reasonably necessary to implement facilitate such an like-kind exchange, which shall in no event involve Purchaser acquiring title to or owning any replacement property on behalf of Seller or incurring expenses or liability (unless such expenses or liability are reimbursed to Purchaser by Seller . The taxpayer shall be solely responsible for assuring that Purchaser agrees to reasonably cooperate with Seller in effectuating the structure of any proposed exchange is effective for its own tax purposes and for paying all costs and expenses associated with the proposed exchange. Furthermore, the cooperating Party specifically agrees that the taxpayer may assign this Agreement and any of its rights or obligations hereunder, in whole or in part, as necessary or appropriate in furtherance of effectuating a Section 1031 like- like-kind exchange for and to execute all documents (subject to the Real Property, reasonable approval of Purchaser and its legal counsel) reasonably necessary in connection therewith provided that such assignment cooperation shall not serve to relieve the taxpayer (i) result in a reduction of any liability for the taxpayerPurchaser’s rights or an increase in Purchaser’s obligations hereunder. Notwithstanding the foregoing: under this Agreement other than to a de minimis extent, (aii) Neither Party shall be required subject Purchaser to incur any liability additional risks not expressly contemplated by this Agreement or expense in connection with its participation in the other Party’s exchange; (b) Neither Party shall be required require Purchaser to hold or otherwise acquire, or be in title to, acquire any property other than the Real Property; (c) Neither Party shall be required to execute any documents creating any liability on their part by reason of the other Party’s exchange; (d) The Party proposing the exchange shall indemnifyThird Floor Unit, 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 the exchange; (e) The Party cooperating in the proposed exchange makes no representation or warranty to the Party 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 transaction contemplated by this Agreement shall not in any way be postponed or, be subject to rescission or be contingent upon, completion of the exchange; and (g) The Party proposing the exchange shall provide the other Party with reasonable advance notice of his desire to enter into the exchange, and of all acts and documents requested of or to be executed by the proposing Party in connection with the exchange.

Like-Kind Exchange. Xxxxxx agrees Either party may desire to cooperate with Xxxxx, and Xxxxx agrees to cooperate with Seller, for purposes close the transaction contemplated by this Agreement as part of effecting and structuring, in conjunction with the sale of the Real Property, for the benefit of the other Party as 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 regulations Treasury Regulations promulgated thereunderthereunder (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 the Closing; provided that this Agreement shall be binding upon the assignee in all respects as to the obligations to the Buyer. The cooperating Party specifically other party (the “Cooperating Party”) hereby agrees to execute such documents reasonably cooperate with, and instruments as are reasonably necessary take all reasonable steps requested by, the Exchanging Party on or before the Closing Date to implement facilitate such an exchange. The taxpayer shall be solely responsible for assuring that the structure of any proposed exchange is effective for its own tax purposes and for paying all costs and expenses associated with the proposed exchange. Furthermore, the cooperating Party specifically agrees that the taxpayer may assign this Agreement and any of its rights or obligations hereunder, in whole or in part, as necessary or appropriate in furtherance of effectuating a Section 1031 like- kind exchange for the Real Property, provided that such assignment shall not serve to relieve the taxpayer of any liability for the taxpayer’s obligations hereunder. Notwithstanding the foregoing: (a) Neither Buyer shall not be required to acquire any additional or substitute property 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 or expense in connection with its participation in the other Party’s exchange; such exchange (b) Neither Party shall be required to hold or otherwise acquire, or be in title to, any property other than the Real Property; (cexpenses of reviewing and executing documents required in connection with such exchange) Neither Party shall be required to execute or any documents creating any liability on their part by reason reduction or alteration of the other Party’s exchange; its rights under this Agreement, and (d) no dates in this Agreement will be extended as a result thereof, except as specifically provided herein. As part of such Exchange, Seller shall convey the Property directly to Buyer. The Exchanging Party proposing the exchange shall indemnify, protect, defend indemnify and hold the other Cooperating Party harmless and any of its partners, officers, directors, shareholders, members, attorneys and agents harmless defend the Cooperating Party from and against any and all liabilityclaims, includingdemands, but not limited tocauses of action, costs liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees, caused by or resulting from their participation in the exchange; (e' fees and expenses and court costs) The Party cooperating in the proposed exchange makes no representation or warranty to the Party 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 transaction contemplated by this Agreement shall not in of any way be postponed or, be subject to rescission or be contingent upon, completion of the exchange; kind and (g) The Party proposing the exchange shall provide the other Party with reasonable advance notice of his desire to enter into the exchange, and of all acts and documents requested of or to be executed by the proposing Party nature in connection with such Exchange or the exchangeCooperating Party’s cooperation with the Exchanging Party to accomplish such Exchange. The terms of this Section shall survive Closing or any earlier termination of this Agreement.

Like-Kind Exchange. Xxxxxx agrees Buyer or Seller may elect to cooperate with Xxxxx, and Xxxxx agrees to cooperate with Seller, for purposes of effecting and structuringstructure this transaction, in conjunction with the sale of the Real Propertywhole or in part, for the benefit of the other Party as taxpayer, a like-kind exchange of real property, whether a simultaneous, reverse or deferred exchange, pursuant to Section section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated 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. The cooperating Party specifically agrees In order 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 structure of any proposed exchange is effective for its own tax purposes and for paying all costs and expenses associated with the proposed exchange. Furthermoreeffect a Like-Kind Exchange, the cooperating Party specifically agrees that party receiving such notice shall cooperate and do all acts as may be reasonably required or requested by the taxpayer may assign this Agreement and any of its rights or obligations hereunder, in whole or in part, as necessary or appropriate in furtherance of effectuating a Section 1031 like- kind exchange for party giving such notice with regard to effecting the Real Property, provided that such assignment shall not serve to relieve the taxpayer of any liability for the taxpayer’s obligations hereunder. Notwithstanding the foregoing: (a) Neither Party shall be required to incur any liability or expense in connection with 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 the Real Property; (c) Neither Party shall be required to execute any documents creating any liability on their part by reason of the other Party’s exchange; (d) 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 liabilityLike-Kind Exchange, including, but not limited to, costs and attorneys’ feespermitting the party giving such notice to assign its rights under this Agreement to a qualified intermediary of its choice in accordance with Treasury Regulation (S) 1.1031(k)- 1(g)(4) and/or executing additional escrow instructions, caused by documents, agreements or resulting from their participation in the instruments to effect an exchange; (e) The Party cooperating provided, however, the party receiving such notice shall incur no expense in the proposed exchange makes no representation or warranty to the Party proposing the exchange that connection with such exchange will qualify for tax deferral or other tax treatmentLike-Kind Exchange, whether pursuant to the Internal Revenue Code or otherwise; (f) The transaction contemplated by this Agreement shall not in be required to take title to any way be postponed or, be subject to rescission or be contingent upon, completion of property other than the exchange; and (g) The Party proposing the exchange shall provide the other Party with reasonable advance notice of his desire to enter into the exchange, and of all acts and documents requested of or to be executed by the proposing Party 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 Like-Kind Exchange. This Agreement will serve to identify "replacement property" for purposes of making a "deferred exchange" in accordance with the requirements of Section 1031 of the Internal Revenue Code."

Like-Kind Exchange. Xxxxxx agrees to cooperate with Xxxxx, Seller and Xxxxx agrees to cooperate with Seller, for purposes Buyer shall each have an option of effecting and structuring, in conjunction with the sale of the Real Property, for the benefit of the other Party as taxpayer, a Section 1031 like-kind exchange of real propertyany part of its interest in the Properties by assigning its rights in this Agreement to a qualified third party intermediary; provided, whether a simultaneoushowever, reverse or deferred exchangethat: (a) the assigning party (the “Assignor”) may only exercise this option by giving written notice to the other party to the Agreement at least ten (10) business days prior to the Closing Date (the “Other Party”); (b) Assignor shall remain responsible for its obligations under this Agreement, pursuant and but for an assignment to the exchange agent to the extent required by said Section 1031 of the Internal Revenue Code 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 covenants, representations and warranties hereunder; (c) the exchange shall not result in any delay of 1986, as amended, the Closing; and the regulations promulgated thereunder. The cooperating Party specifically agrees to (d) Assignor shall execute such documents as Other Party shall reasonably request to affirm its obligations thereunder. Other Party shall reasonably cooperate with Assignor and instruments execute such documents as are reasonably necessary for Assignor to implement effect such an exchange. The taxpayer ; provided, however, that: (i) Assignor shall be solely responsible for assuring that the structure of any proposed exchange is effective for its own tax purposes and for paying all costs and expenses associated with the proposed exchange. Furthermoreincurred by Other Party, the cooperating Party specifically agrees that the taxpayer may assign this Agreement including attorneys’ fees and any of its rights or obligations hereunder, in whole or in partexpenses, as necessary a direct result thereof or appropriate in furtherance of effectuating a Section 1031 like- kind exchange for the Real Property, provided that such assignment shall not serve to relieve the taxpayer of any liability for the taxpayer’s obligations hereunder. Notwithstanding the foregoing: (a) Neither Party shall be required to incur any liability or expense otherwise in connection with its participation in the other Party’s implementation of an exchange; and (bii) Neither Party shall be required to hold or otherwise acquire, or be in title to, any property other than the Real Property; (c) Neither Party shall be required to execute any documents creating any liability on their part by reason of the other Party’s exchange; (d) The Party proposing the exchange Assignor shall indemnify, protect, defend and hold the other Other Party and any of its partners, officers, directors, shareholders, members, attorneys and agents harmless from and against any costs, liability and all liabilityarising as a result of, including, but not limited to, costs and attorneys’ fees, caused by or resulting from their participation in the exchange; (e) The Party cooperating in the proposed exchange makes no representation or warranty to the Party 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 transaction contemplated by this Agreement shall not in any way be postponed or, be subject to rescission or be contingent upon, completion of the exchange; and (g) The Party proposing the exchange shall provide the other Party with reasonable advance notice of his desire to enter into the exchange, and of all acts and documents requested of or to be executed by the proposing Party in connection with the with, such an exchange.

Like-Kind Exchange. Xxxxxx agrees to cooperate with Xxxxx, and Xxxxx agrees to cooperate with Seller, for purposes of effecting and structuring, in conjunction with the sale of the Real Property, for the benefit of Each Party shall accommodate the other Party as taxpayer, a like-kind exchange of real property, whether a simultaneous, reverse or deferred exchangeParty, pursuant to 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 Buyer may require Seller, among other things, to transfer title to the regulations promulgated thereunderTerminal to a Qualified Intermediary. Such election shall be made, if at all, by notice to the other Party no later than ten (10) days after the signing of this Agreement. The cooperating Party specifically agrees Parties agree to execute such agreements and other documents and instruments as are reasonably may be necessary to implement such an exchange. The taxpayer shall be solely responsible for assuring that complete and otherwise effectuate a tax-deferred exchange in respect of the structure of any proposed exchange is effective for its own tax purposes and for paying all costs and expenses associated with the proposed exchange. Furthermore, the cooperating Party specifically agrees that the taxpayer may assign this Agreement and any of its rights or obligations hereunder, in whole or in part, as necessary or appropriate in furtherance of effectuating a Section 1031 like- kind exchange for the Real PropertyTerminal, provided that such assignment shall not serve to relieve the taxpayer of any liability for the taxpayer’s obligations hereunder. Notwithstanding the foregoing:that (a) Neither Party shall neither Party's obligations hereunder will be required to incur any liability or expense in connection with its participation in the other Party’s exchangeincreased; (b) Neither Party such documents shall be required to hold not modify either Party's representations, warranties or otherwise acquire, or be in title to, any property other than the Real Propertyobligations hereunder; (c) Neither Party the Purchase Price paid by Buyer shall not be required different from that which Buyer would have paid pursuant to execute any documents creating any liability on their part by reason of the other Party’s exchangeSection 3.1; (d) The neither Party proposing s hall incur any additional cost, expense or liability as a result of its cooperation in such exchange; and (e) the Party requesting the like-kind exchange shall indemnify, protect, defend indemnify and hold harmless the other Party and for any of its partners, officers, directors, shareholders, members, attorneys and agents harmless from and against any and all liabilityadditional expenses, including, but not limited to, costs taxes and attorneys’ closing costs, and any cost or expense (including reasonable counsel fees) that such Party may suffer, caused by sustain or resulting from their participation in become subject to as a result of: (i) the exchangePurchase Price being paid to a Qualified Intermediary rather than Seller; (eii) The Party cooperating in the proposed exchange makes no representation or warranty Terminal title being transferred to the Party proposing the exchange that such exchange will qualify for tax deferral or other tax treatment, whether pursuant a Qualified Intermediary rather than to the Internal Revenue Code or otherwise; (f) The transaction contemplated by this Agreement shall not in any way be postponed or, be subject to rescission or be contingent upon, completion of the exchangeBuyer; and (giii) The Party proposing the exchange shall provide Qualified Intermediary's subsequent use of the other Party with reasonable advance notice of his desire to enter into Purchase Price or the exchange, and of all acts and documents requested of or to be executed by the proposing Party in connection with the exchangeTerminal.

Like-Kind Exchange. Xxxxxx agrees to cooperate with Xxxxx, and Xxxxx agrees to cooperate with Seller, for purposes of effecting and structuring, in conjunction with the sale of the Real Property, for the benefit of the other Party as taxpayer, a like-kind exchange 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 regulations promulgated 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 structure of any proposed exchange is effective for its own tax purposes and for paying all costs and expenses associated with the proposed exchange. Furthermore, the cooperating Party specifically agrees that the taxpayer may assign this Agreement and any of its rights or obligations hereunder, in whole or in part, as necessary or appropriate in furtherance of effectuating a Section 1031 like- like-kind exchange for the Real Property, provided that such assignment shall not serve to relieve the taxpayer of any liability for the taxpayer’s obligations hereunder. Notwithstanding the foregoing: : (a) Neither Party shall be required to incur any liability or expense in connection with 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 the Real Property; (c) Neither Party shall be required to execute any documents creating any liability on their part by reason of the other Party’s exchange; (d) 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 the exchange; (e) The Party cooperating in the proposed exchange makes no representation or warranty to the Party 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 transaction contemplated by this Agreement shall not in any way be postponed or, be subject to rescission or be contingent upon, completion of the exchange; and (g) The Party proposing the exchange shall provide the other Party with reasonable advance notice of his desire to enter into the exchange, and of all acts and documents requested of or to be executed by the proposing Party in connection with the exchange.and

Like-Kind Exchange. Xxxxxx agrees to cooperate with Xxxxx, and Xxxxx agrees to cooperate with Seller, for purposes of effecting and structuring, in conjunction with the sale of the Real Property, for the benefit of Each Party shall accommodate the other Party as taxpayer, a like-kind exchange of real property, whether a simultaneous, reverse or deferred exchangeParty, pursuant to 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 Buyer may require Seller, among other things, to transfer title to the regulations promulgated thereunderTerminals to a Qualified Intermediary. Such election shall be made, if at all, by notice to the other Party no later than ten (10) days after the signing of this Agreement. The cooperating Party specifically agrees Parties agree to execute such agreements and other documents and instruments as are reasonably may be necessary to implement such an exchange. The taxpayer shall be solely responsible for assuring that complete and otherwise effectuate a tax-deferred exchange in respect of the structure of any proposed exchange is effective for its own tax purposes and for paying all costs and expenses associated with the proposed exchange. Furthermore, the cooperating Party specifically agrees that the taxpayer may assign this Agreement and any of its rights or obligations hereunder, in whole or in part, as necessary or appropriate in furtherance of effectuating a Section 1031 like- kind exchange for the Real PropertyTerminals, provided that such assignment shall not serve to relieve the taxpayer of any liability for the taxpayer’s obligations hereunder. Notwithstanding the foregoing: (a) Neither Party shall neither Party's obligations hereunder will be required to incur any liability or expense in connection with its participation in the other Party’s exchangeincreased; (b) Neither Party such documents shall be required to hold not modify either Party's representations, warranties or otherwise acquire, or be in title to, any property other than the Real Propertyobligations hereunder; (c) Neither Party the Purchase Price paid by Buyer shall not be required different from that which Buyer would have paid pursuant to execute any documents creating any liability on their part by reason of the other Party’s exchangeSection 3.1; (d) The neither Party proposing shall incur any additional cost, expense or liability as a result of its cooperation in such exchange; and (e) the Party requesting the like-kind exchange shall indemnify, protect, defend indemnify and hold harmless the other Party and for any of its partners, officers, directors, shareholders, members, attorneys and agents harmless from and against any and all liabilityadditional expenses, including, but not limited to, costs taxes and attorneys’ closing costs, and any cost or expense (including reasonable counsel fees) that such Party may suffer, caused by sustain or resulting from their participation in become subject to as a result of: (i) the exchangePurchase Price being paid to a Qualified Intermediary rather than Seller; (eii) The Party cooperating in the proposed exchange makes no representation or warranty Terminals title being transferred to the Party proposing the exchange that such exchange will qualify for tax deferral or other tax treatment, whether pursuant a Qualified Intermediary rather than to the Internal Revenue Code or otherwise; (f) The transaction contemplated by this Agreement shall not in any way be postponed or, be subject to rescission or be contingent upon, completion of the exchangeBuyer; and (giii) The Party proposing the exchange shall provide Qualified Intermediary's subsequent use of the other Party with reasonable advance notice of his desire to enter into Purchase Price or the exchange, and of all acts and documents requested of or to be executed by the proposing Party in connection with the exchangeTerminals.

Like-Kind Exchange. Xxxxxx agrees (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 qualify as a Like-Kind Exchange, then the parties shall (i) cooperate with Xxxxxin 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 Xxxxx agrees make such modifications to cooperate with Sellerthis Agreement, for purposes of effecting and structuring, in conjunction with the sale of the Real Property, for the benefit of the other Party as taxpayer, a like-kind exchange 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 regulations promulgated thereunder. The cooperating Party specifically agrees to execute such documents and instruments as are reasonably necessary to implement such an exchange. The taxpayer meet the requirements of Section 1031 of the Code and the Treasury Regulations promulgated thereunder; provided in each case that (x) none of the representations, warranties, covenants, indemnification obligations or other agreements of the parties hereto shall be solely responsible for assuring that affected by such structuring and modifications, (y) neither of the structure of any proposed exchange is effective for its own tax purposes and for paying all costs and expenses associated with the proposed exchange. Furthermore, the cooperating Party specifically agrees that the taxpayer may assign this Agreement and any of its rights or obligations hereunder, in whole or in part, as necessary or appropriate in furtherance of effectuating a Section 1031 like- kind exchange for the Real Property, provided that such assignment shall not serve to relieve the taxpayer of any liability for the taxpayer’s obligations hereunder. Notwithstanding the foregoing: (a) Neither Party parties shall be required to incur any liability or expense required, in connection with its participation in the other Party’s exchange; (b) Neither Party shall be required such structuring and modifications, to hold make any representations or otherwise acquirewarranties, or be in assume any Liabilities, acquire title to, to any property other than the Real Property; (c) Neither Party shall be required to execute any documents creating any liability on their part by reason of the other Party’s exchange; (d) 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 which it would not limited to, costs and attorneys’ fees, caused by or resulting from their participation in the exchange; (e) The Party cooperating in the proposed exchange makes no representation or warranty to the Party 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 transaction contemplated by this Agreement shall not in any way be postponed or, be subject to rescission or be contingent upon, completion of the exchange; and (g) The Party proposing the exchange shall provide the other Party with reasonable advance notice of his desire to enter into the exchange, and of all acts and documents requested of or to be executed by the proposing Party otherwise acquire title in connection with the exchangeAcquisition 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, (i) the provisions of this Section 9.11 shall survive the Closing without limitation and (ii) in the event of any 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 other agreement shall control to the extent of such conflict.

Like-Kind Exchange. Xxxxxx agrees Any party to cooperate with Xxxxx, and Xxxxx agrees this Agreement may elect to cooperate with Seller, for purposes of effecting and structuring, in conjunction with the sale of the Real Property, for the benefit of the other Party structure this transaction as taxpayer, a like-kind exchange of real property, whether a simultaneous, reverse or deferred exchange, pursuant to Section 1031 of the Internal Revenue Code of 1986, as amendedCode, and the regulations promulgated thereunder. The cooperating Party specifically agrees , with respect 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 structure of any proposed exchange is effective for its own tax purposes and for paying or all costs and expenses associated with the proposed exchange. Furthermore, the cooperating Party specifically agrees that the taxpayer may assign this Agreement and any of its rights or obligations hereunder, in whole or in part, as necessary or appropriate in furtherance of effectuating a Section 1031 like- kind exchange for the Real Property, provided that such assignment shall not serve to relieve the taxpayer of any liability for the taxpayer’s obligations hereunder. Notwithstanding the foregoing: (a) Neither Party shall be required to incur any liability or expense in connection with 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 the Real Property; (c) Neither Party shall be required to execute any documents creating any liability on their part by reason of the other Party’s exchange; Sunrise Assets (da “Like-Kind Exchange”) The Party proposing at any time prior to the exchange Closing Date. In order to effect a Like-Kind Exchange, a non-electing party shall indemnify, protect, defend cooperate and hold do all acts as may be reasonably required or requested by the other Party and any of its partners, officers, directors, shareholders, members, attorneys and agents harmless from and against any and all liabilityparty electing for a Like-Kind Exchange with regard to effecting such Like-Kind Exchange, including, but not limited to, costs and attorneys’ fees, caused by or resulting from their participation in the exchange; (e) The permitting such Party cooperating in the proposed exchange makes no representation or warranty to the Party 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 transaction contemplated by assign its rights under this Agreement shall not to a Qualified Intermediary (“QI”) of such party’s choice in accordance with Treasury Regulations Section 1.1031(k)-1(g)(4) or executing additional escrow instructions, documents, agreements or instruments to effect an exchange. EQM reserves the right, at or prior to Closing, to assign its rights or a portion thereof under this Agreement with respect to any way be postponed or, be subject to rescission or be contingent upon, completion all of the exchange; and Sunrise Assets to EQM’s Qualified Exchange Accommodation Titleholder (gas that term is defined in Revenue Procedure 2000-37) The Party proposing the exchange shall provide the other Party with reasonable advance notice of his desire to enter into the exchange, and of all acts and documents requested of or to be executed by the proposing Party (“QEAT”) 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, or expand, any of their respective liabilities and obligations to each other under this Agreement. The party not participating in the exchangeLike-Kind Exchange shall not be obligated to pay any additional costs or incur any additional obligations in its sale or purchase, as applicable, of the Sunrise Assets if such costs are the result of the other party’s Like-Kind Exchange, and the party electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other party from and against all costs, expenses, claims, losses and liabilities, if any, resulting from the Like-Kind Exchange.

Like-Kind Exchange. Xxxxxx agrees to cooperate with Xxxxx, and Xxxxx agrees to cooperate with Seller, for purposes of effecting and structuring, in conjunction with the sale Under Section 1031 of the Real Property, for the benefit of the other Party as taxpayer, Internal Revenue Code. The parties acknowledge that Seller or Purchaser may wish to enter into a like-like kind exchange of real property, whether a simultaneous, reverse (either simultaneous or deferred exchange, deferred) with respect to the 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 Seller or Purchaser shall have the regulations promulgated thereunder. The cooperating Party specifically agrees right to execute such documents and instruments as are reasonably necessary assign its interest under this Contract without the other party’s consent for the sole purpose of enabling the assigning party to implement such an exchange. The taxpayer shall be solely responsible for assuring that effectuate the structure Exchange, including execution of any proposed exchange is effective for its own tax purposes and for paying all costs and expenses associated with the proposed exchange. Furthermorenecessary acknowledgment documents; provided, however, that notwithstanding any such assignment, the cooperating Party specifically agrees that the taxpayer may assign this Agreement and assigning party shall not be released from any of its rights liabilities, obligations or obligations hereunderindemnities under this Contract. The other party shall cooperate in all reasonable respects with the assigning party to effectuate such Exchange; provided, in whole or in parthowever, as necessary or appropriate in furtherance of effectuating a Section 1031 like- kind exchange for the Real Property, provided that such assignment that: A. Closing shall not serve to relieve the taxpayer be extended or delayed by reason of any liability for the taxpayer’s obligations hereunder. Notwithstanding the foregoing: (a) Neither Party such Exchange; B. The non-assigning party shall not be required to incur any liability additional cost or expense in connection with its participation in as a result of such Exchange, and the other Partyassigning party shall forthwith, on demand, reimburse the non-assigning party for any additional cost or expense excepting for attorney’s exchange; (b) Neither Party shall be required to hold or otherwise acquire, or be in title to, any property other than fees incurred by the Real Property; (c) Neither Party shall be required to execute any documents creating any liability on their part by reason non-assigning party as a result of the other PartyExchange in reviewing documents; and C. The assigning party’s exchange; (d) The Party proposing ability to consummate the exchange Exchange shall indemnifynot be a condition to the obligations of assigning party under this Contract, protect, defend and hold the other Party non-assigning party does not warrant and shall not be responsible for 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 the exchange; (e) The Party cooperating in the proposed exchange makes no representation or warranty tax consequences to assigning party with respect to the Party 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 transaction transactions contemplated by this Agreement shall not in any way be postponed or, be subject to rescission or be contingent upon, completion of the exchange; and (g) The Party proposing the exchange shall provide the other Party with reasonable advance notice of his desire to enter into the exchange, and of all acts and documents requested of or to be executed by the proposing Party in connection with the exchangehereunder. 22.

Like-Kind Exchange. Xxxxxx agrees Any party to cooperate with Xxxxx, and Xxxxx agrees this Agreement may elect to cooperate with Seller, for purposes of effecting and structuring, in conjunction with the sale of the Real Property, for the benefit of the other Party structure this transaction as taxpayer, a like-kind exchange of real property, whether a simultaneous, reverse or deferred exchange, pursuant to Section 1031 of the Internal Revenue Code of 1986, as amendedCode, and the regulations promulgated thereunder. The cooperating Party specifically agrees , with respect 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 structure of any proposed exchange is effective for its own tax purposes and for paying or all costs and expenses associated with the proposed exchange. Furthermore, the cooperating Party specifically agrees that the taxpayer may assign this Agreement and any of its rights or obligations hereunder, in whole or in part, as necessary or appropriate in furtherance of effectuating a Section 1031 like- kind exchange for the Real Property, provided that such assignment shall not serve to relieve the taxpayer of any liability for the taxpayer’s obligations hereunder. Notwithstanding the foregoing: (a) Neither Party shall be required to incur any liability or expense in connection with 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 the Real Property; (c) Neither Party shall be required to execute any documents creating any liability on their part by reason of the other Party’s exchange; Jupiter Assets (da “Like-Kind Exchange”) The Party proposing at any time prior to the exchange Closing Date. In order to effect a Like-Kind Exchange, a non-electing party shall indemnify, protect, defend cooperate and hold do all acts as may be reasonably required or requested by the other Party and any of its partners, officers, directors, shareholders, members, attorneys and agents harmless from and against any and all liabilityparty electing for a Like-Kind Exchange with regard to effecting such Like-Kind Exchange, including, but not limited to, costs and attorneys’ fees, caused by or resulting from their participation in the exchange; (e) The permitting such Party cooperating in the proposed exchange makes no representation or warranty to the Party 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 transaction contemplated by assign its rights under this Agreement shall not to a Qualified Intermediary (“QI”) of such party’s choice in accordance with Treasury Regulations Section 1.1031(k)-1(g)(4) or executing additional escrow instructions, documents, agreements or instruments to effect an exchange. EQM reserves the right, at or prior to Closing, to assign its rights or a portion thereof under this Agreement with respect to any way be postponed or, be subject to rescission or be contingent upon, completion all of the exchange; and Jupiter Assets to EQM’s Qualified Exchange Accommodation Titleholder (gas that term is defined in Revenue Procedure 2000-37) The Party proposing the exchange shall provide the other Party with reasonable advance notice of his desire to enter into the exchange, and of all acts and documents requested of or to be executed by the proposing Party (“QEAT”) in connection with effecting a Like-Kind Exchange. EQT Gathering and EQM acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not release either EQT Gathering or EQM from, or expand, any of their respective liabilities and obligations to each other under this Agreement. The party not participating in the exchangeLike-Kind Exchange shall not be obligated to pay any additional costs or incur any additional obligations in its sale or purchase, as applicable, of the Jupiter Assets if such costs are the result of the other party’s Like-Kind Exchange, and the party electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other party from and against all costs, expenses, claims, losses and liabilities, if any, resulting from the Like-Kind Exchange.