Sale of Designated Properties. Notwithstanding anything in this Agreement to the contrary, Operating Partnership shall have the right to convey or cause to be conveyed any or all of the Designated Properties from and after the Closing to one or more Persons, whether or not such Persons are Affiliates of or related to Operating Partnership. Owners acknowledge that Operating Partnership intends to convey any or all of the Designated Properties at or immediately after Closing, and, in connection therewith, Operating Partnership intends to allow prospective purchasers and their respective investors, partners, employees, accountants, agents and lenders to conduct due diligence and investigations at and with respect to the Designated Properties simultaneously with Operating Partnership's due diligence and investigations of such Designated Properties. Owners consent to and agree to provide reasonable access to such parties \ conducting such due diligence provided such parties are subject to the same confidentiality and indemnity obligations as are set forth in this Agreement. If requested by Operating Partnership in writing, Owners will cause any or all of the Acquired Properties to be transferred and conveyed directly to any Person designated by Operating Partnership, provided that if such Person is not an Affiliate of any Company Party, neither the Owners nor the Transferor shall have any liability to such Person. With respect to the six Designated Properties identified on Exhibit C-2 as potential like kind exchange properties, Operating Partnership agrees to use commercially reasonable efforts to structure the sale or other disposition of such properties in a manner that would comply with the "like kind" exchange rules of Section 1031 of the Internal Revenue Code, as amended. Operating Partnership shall have no liability in the event that the sale or other disposition of any such property does not qualify as a "like kind" exchange, including by reason of the inability of Operating Partnership to identify or acquire an acceptable replacement property with the applicable time periods.
