Common use of Possible Exchange Clause in Contracts

Possible Exchange. Each of the Parties reserves the right to structure the transaction contemplated under the terms of this Agreement as a like-kind exchange (“LKE”) pursuant to §1031 of the Code, and regulations promulgated thereunder, with respect to all or a portion of the Assets at any time prior to the Closing Date. In order to effect a LKE, the non-electing Party shall cooperate and do all acts as may be reasonably required or requested by the Party electing for a LKE with regard to effecting such LKE, including, but not limited to, permitting such Party to assign any or all its rights under this Agreement to a qualified intermediary (“QI”) of such Party’s choice in accordance with Treasury Regulation § 1.1031(k)-1(g)(4) or executing additional escrow instructions, documents, agreements or instruments to effect an exchange; provided, however, that Purchaser’s possession of the Assets will not be delayed by reason of any such LKE. Purchaser reserves the right, at or prior to Closing, to assign its rights or a portion thereof under this Agreement with respect to all or a portion of the Assets to Purchaser’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37, 2000-2 C.B. 308) (“QEAT”) in connection with effecting a LKE. Seller and Purchaser acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not release Seller or Purchaser from, or expand, any of their respective liabilities and obligations to each other under this Agreement. Any Party not participating in the LKE shall not be obligated to pay any additional costs or incur any additional obligations in its sale or purchase, as applicable, of the Assets if such costs are the result of the another Party’s LKE, and the Party electing to consummate the sale as a LKE agrees to hold harmless and indemnify the other Party from and against all claims, losses and liabilities, if any, resulting from the LKE.

Possible Exchange. Each of the Parties reserves the right to structure the transaction contemplated under the terms of this Agreement as a non-simultaneous like-kind exchange (“LKE”) pursuant to §1031 of the Code, Code and regulations promulgated thereunder, with respect to all or a portion of the Assets at any time prior to the Closing Dateits implementing regulations. In order to effect connection with effectuating a LKE, the non-electing simultaneous like-kind exchange, each Party shall cooperate and do all acts as may be reasonably required or requested by the Party electing for a LKE with regard to effecting such LKE, including, but not limited to, permitting such Party to assign any or all its rights under this Agreement to a qualified intermediary (“QI”) of such Party’s choice in accordance with Treasury Regulation § 1.1031(k)-1(g)(4) or executing additional escrow instructions, documents, agreements or instruments to effect an exchange; provided, however, that Purchaser’s possession of the Assets will not be delayed by reason of any such LKE. Purchaser reserves the right, at or prior to Closing, to assign its rights or a portion thereof under this Agreement with respect to all or a portion Qualified Intermediary (as that term is defined in §1.1031(k)-1(g)(4)(v) of the Assets Treasury Regulations) or to Purchaser’s a Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37). In addition, 2000-2 C.B. 308) (“QEAT”) in connection with effecting should a LKE. Seller and Purchaser acknowledge and agree that a whole or partial assignment Party choose to structure the transaction provided under the terms of this Agreement as a non-simultaneous like-kind exchange, the other Parties agree to a QI or QEAT execute all documents reasonably necessary to effectuate the non-simultaneous like-kind exchange; provided, however, that: (a) the acquisition and exchange of any exchange property shall not release Seller impose upon the other Party any financial obligation in addition to those set out in this Agreement; (b) the other Party shall have no obligation to become a holder of record title to any exchange property; (c) the exchanging Party shall indemnify and hold the other Party harmless from any and all costs and expenses which the other Party incurs or Purchaser fromto which the other Party may be exposed as a result of the other Party’s participation in the contemplated exchange, including reasonable attorneys’ fees and costs of defense; (d) the consummation of the transactions described in this Agreement shall not be delayed or expand, any affected by reason of their respective liabilities and such exchange nor shall the consummation or accomplishment of such exchange be a condition precedent or condition subsequent to the exchanging Party’s obligations to each other under this Agreement. Any Party not participating in the LKE shall not be obligated to pay any additional costs or incur any additional obligations in its sale or purchase, as applicable, of the Assets if such costs are the result of the another Party’s LKE, and the Party electing to consummate the sale as a LKE agrees to hold harmless and indemnify ; (e) the other Party from shall not, by this Agreement or acquiescence to such exchange, have its rights under this Agreement affected or diminished in any manner; and against all claims(f) the other Party shall not, losses and liabilitiesby this Agreement or acquiescence to such exchange, if anybe responsible for compliance with, resulting from or deemed to have warranted to the LKEexchanging Party that such exchange in fact complies with, Section 1031 of the Code or any state or local Tax Law. If any exchange contemplated by a Party should fail to occur, for whatever reason, the transactions contemplated in this Agreement shall nonetheless be consummated as provided herein.

Possible Exchange. Each of the Parties reserves the right to structure the transaction contemplated under the terms of this Agreement as a non-simultaneous like-kind exchange (“LKE”) pursuant to §1031 of the Code, Code and regulations promulgated thereunder, with respect to all or a portion of the Assets at any time prior to the Closing Dateits implementing regulations. In order to effect connection with effectuating a LKE, the non-electing simultaneous like-kind exchange, each Party shall cooperate and do all acts as may be reasonably required or requested by the Party electing for a LKE with regard to effecting such LKE, including, but not limited to, permitting such Party to assign any or all its rights under this Agreement to a qualified intermediary (“QI”) of such Party’s choice in accordance with Treasury Regulation § 1.1031(k)-1(g)(4) or executing additional escrow instructions, documents, agreements or instruments to effect an exchange; provided, however, that Purchaser’s possession of the Assets will not be delayed by reason of any such LKE. Purchaser reserves the right, at or prior to Closing, to assign its rights or a portion thereof under this Agreement with respect to all or a portion Qualified Intermediary (as that term is defined in §1.1031(k)-1(g)(4)(v) of the Assets Treasury Regulations) or to Purchaser’s a Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37). In addition, 2000-2 C.B. 308) (“QEAT”) in connection with effecting should a LKE. Seller and Purchaser acknowledge and agree that a whole or partial assignment Party choose to structure the transaction provided under the terms of this Agreement as a non-simultaneous like-kind exchange, the other Parties agree to a QI or QEAT execute all documents reasonably necessary to effectuate the non-simultaneous like-kind exchange; provided, however, that: (a) the acquisition and exchange of any exchange property shall not release Seller impose upon the other Party any financial obligation in addition to those set out in this Agreement; (b) the other Party shall have no obligation to become a holder of record title to any exchange property; (c) the exchanging Party shall indemnify and hold the other Party harmless from any and all costs and expenses which the other Party incurs or Purchaser fromto which the other Party may be exposed as a result of the other Party’s participation in the contemplated exchange, including reasonable attorneys’ fees and costs of defense; (d) the consummation of the transactions described in this Agreement shall not be delayed or expand, any affected by reason of their respective liabilities and such exchange nor shall the consummation or accomplishment of such exchange be a condition precedent or condition subsequent to the exchanging Party’s obligations to each other under this Agreement. Any Party not participating in the LKE shall not be obligated to pay any additional costs or incur any additional obligations in its sale or purchase, as applicable, of the Assets if such costs are the result of the another Party’s LKE, and the Party electing to consummate the sale as a LKE agrees to hold harmless and indemnify ; (e) the other Party from shall not, by this Agreement or acquiescence to such exchange, have its rights under this Agreement affected or diminished in any manner; and against all claims(f) the other Party shall not, losses and liabilitiesby this Agreement or acquiescence to such exchange, if anybe responsible for compliance with, resulting from or deemed to have warranted to the LKE.exchanging Party that such exchange in fact complies with, Section 1031 of the Code or any state or local Tax Law. If any exchange contemplated by a Party should fail to occur, for whatever reason, the transactions contemplated in this Agreement shall nonetheless be consummated as provided herein. PURCHASE AND SALE AGREEMENT 49

Possible Exchange. Each of The Buyer and the Parties reserves Seller reserve the right to structure the transaction contemplated under the terms of this Agreement as a non-simultaneous like-kind exchange (“LKE”) pursuant to §1031 of the Code, as amended, and regulations promulgated thereunder, with respect to all or a portion of the Assets at any time prior to the Closing Dateits implementing regulations. In order to effect connection with effectuating a LKE, the non-electing simultaneous like-kind exchange, each Party shall cooperate and do all acts as may be reasonably required or requested by the Party electing for a LKE with regard to effecting such LKE, including, but not limited to, permitting such Party to assign any or all its rights under this Agreement to a qualified intermediary (“QI”) of such Party’s choice in accordance with Treasury Regulation § 1.1031(k)-1(g)(4) or executing additional escrow instructions, documents, agreements or instruments to effect an exchange; provided, however, that Purchaser’s possession of the Assets will not be delayed by reason of any such LKE. Purchaser reserves the right, at or prior to Closing, to assign its rights or a portion thereof under this Agreement with respect to all or a portion Qualified Intermediary (as that term is defined in §1.1031(k)-1(g)(4)(v) of the Assets Treasury Regulations) or to Purchaser’s a Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37). If a Party elects to pursue a like-kind exchange, 2000(a) each Party shall execute such reasonably customary documents, agreements or instruments necessary to effect the exchange, (b) Closing shall not be delayed or affected by reason of the like-2 C.B. 308kind exchange nor shall consummation or accomplishment of such exchange be a condition precedent or condition subsequent to the exchanging Party’s obligations under this Agreement, and the exchanging Party’s failure or inability to consummate an exchange for any reason or for no reason at all shall not be deemed to excuse or release the exchanging Party from its obligations under this Agreement, (c) (“QEAT”) in connection with effecting a LKE. Seller the exchanging Party shall remain responsible to the other Party for the full and Purchaser acknowledge prompt performance of the exchanging Party’s obligations hereunder, notwithstanding any delegation by the exchanging Party of any of its rights and agree that a whole or partial assignment of obligations under this Agreement to a QI third party, and (d) the exchanging Party shall ensure that the other Party does not incur additional costs, expenses, fees or QEAT shall not release Seller or Purchaser from, or expand, any of their respective liabilities and obligations to each other under this Agreement. Any Party not participating in the LKE shall not be obligated to pay any additional costs or incur any additional obligations in its sale or purchase, as applicable, of the Assets if such costs are the a result of the another Party’s LKErequested exchange, and the exchanging Party electing to consummate the sale as a LKE agrees to hold harmless and indemnify shall reimburse the other Party from and against all claimsfor any reasonable costs, losses and liabilitiesexpenses, if any, resulting from the LKEfees or liabilities incurred by such other Party.