Common use of Section 1031 Exchange Clause in Contracts

Section 1031 Exchange. Purchaser may, without Seller’s consent, assign this Agreement to a qualified intermediary in order to facilitate a like-kind exchange transaction, which includes the Property, pursuant to Section 1031 of the Internal Revenue Code. Seller further agrees to reasonably cooperate with Purchaser in effecting such transaction, provided that any such exchange transaction, and the related documentation, shall: (i) not require Seller to expend any additional funds or execute any contract, make any commitment, or incur any obligations, contingent or otherwise, to third parties which would expand Seller’s obligations beyond this Agreement, (ii) not delay the Closing or the transaction contemplated by this Agreement, (iii) not release Purchaser or otherwise affect Purchaser’s obligation to perform in accordance with the terms hereof or any liability of the parties to one another under the terms of this Agreement, and (iv) not include Seller’s acquiring title to any property which is not the subject of this Agreement. Further, Purchaser shall indemnity Seller from and against all liability arising out of such cooperation (including reasonable attorneys’ fees) which indemnity shall survive any closing hereunder or termination of this Agreement and it shall be Purchaser’s responsibility to determine whether the exchange property and the transaction qualifies as an exchange of property of “like kind’ within the meaning of the Internal Revenue Code, and Purchaser shall be solely responsible for the tax consequences to Purchaser of the exchange, it being agreed that Seller shall have no obligation or liability to Purchaser in connection therewith. The respective obligations of Seller and Purchaser under this Section 16.20 shall survive the Closing and shall not be merged therein.

Section 1031 Exchange. Purchaser may, without Seller’s consent, assign this Agreement acknowledges that Seller may elect to a qualified intermediary transfer its interest in order the Property pursuant to facilitate a like-kind exchange transaction, which includes the Property, pursuant to qualifying under Section 1031 of the Internal Revenue CodeCode of 1986, as amended. Seller further Purchaser agrees to reasonably cooperate with Seller, subject to the limitations of this Section 14.3, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in effecting a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such transactionthird party, I.P. Business Center, L.P. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of I.P. Business Center, L.P. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that any such exchange transaction, (a) there shall be no delay in the Closing Date and the related documentation, shall: consummation of the transactions contemplated in this Contract; (ib) Seller shall not require be released if the exchange fails for any reason and in such event only Seller shall remain obligated to expend consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional funds liabilities or execute obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any contractrepresentations, make warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any commitmentand all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any obligationsliability, contingent or otherwise, to third parties which would expand Seller’s obligations beyond this Agreement, (ii) not delay the Closing or the transaction contemplated by this Agreement, (iii) not release Purchaser or otherwise affect Purchaser’s obligation to perform in accordance with the terms hereof or any liability of the parties to one another under the terms of this Agreement, and (iv) not include Seller’s acquiring title to any property which is not the subject of this Agreement. Further, Purchaser shall indemnity Seller from and against all liability arising out of such cooperation (including reasonable attorneys’ fees) which indemnity shall survive any closing hereunder or termination of this Agreement and it shall be Purchaser’s responsibility to determine whether the exchange property and the transaction qualifies as an exchange of property of “like kind’ within the meaning of the Internal Revenue Code, and Purchaser shall be solely responsible for the tax consequences to Purchaser of the exchange, it being agreed that Seller shall have no obligation or liability to Purchaser in connection therewith. The respective obligations of Seller and Purchaser under this Section 16.20 shall survive the Closing and shall not be merged therein.

Section 1031 Exchange. The parties acknowledge that the conveyance of the Property to Purchaser may, without Seller’s consent, assign this Agreement to a qualified intermediary in order to facilitate may be structured by Purchaser as a like-kind exchange transaction, which includes the Property, (including a “reverse exchange”) pursuant to Section 1031 of the Internal Revenue CodeCode and federal cases interpreting this rule (an “Exchange”). Seller further agrees to reasonably cooperate with Purchaser in effecting such transactionExchange, provided that Purchaser shall bear all of the expenses and liabilities associated therewith, Seller shall not be subject to any liability, and provided further that Purchaser’s ability to undertake any such exchange transaction, shall not in any manner be considered a condition of Purchaser’s obligations under this Agreement and the related documentation, shall: (i) not require Seller to expend any additional funds or execute any contract, make any commitment, or incur any obligations, contingent or otherwise, to third parties which would expand Seller’s obligations beyond this Agreement, (ii) same shall not delay the 42 Closing. It is contemplated that Purchaser may assign this Agreement to a “qualified intermediary” pursuant to Treasury Regulation Section 1.103(k)-I(g)4(v) and/or Purchaser may cause the Property to be conveyed (i.e., “parked”) with an EAT organized by a qualified intermediary pending Purchaser’s sale of other properties owned by Purchaser (its “relinquished property”) as part of the Exchange. Accordingly, in the event of such assignment and/or “parking” arrangement, Seller shall, upon notice from Purchaser, convey the Property at Closing to the EAT or EATs organized by Purchaser’s qualified intermediary, and shall to the transaction contemplated by this Agreementextent of the assignment, treat the qualified intermediary and/or EAT(s) as the valid assignee of Purchaser’s rights hereunder. Notwithstanding anything contained herein, (iiia) Seller shall not release Purchaser be required to acquire or otherwise affect hold legal or beneficial title to, or any other interest, in any property for purposes of consummating Purchaser’s obligation Exchange, (b) Seller shall have the right to perform review and approval (which approval shall not be unreasonably withheld, conditioned or delayed) all documents Seller is required to execute in accordance connection with the terms hereof or any liability of the parties to one another under the terms of this AgreementExchange, and (ivc) not include Seller’s acquiring in the event of any Exchange, and notwithstanding that in connection with such Exchange record title to any property the Property may be conveyed by Seller to an accommodation entity which is not thereupon will later convey title to the subject Property to Purchaser, all covenants, agreements and indemnifications of Purchaser pursuant to this Agreement. FurtherAgreement shall be deemed to be made by Purchaser, Purchaser shall indemnity Seller from and against all liability arising out of such cooperation (including reasonable attorneys’ fees) which indemnity shall survive any closing hereunder or termination conveyance by Seller to an accommodation party, shall continue in favor of and inure to the benefit of Seller and shall be enforceable by Seller against Purchaser to the extent provided in this Agreement as though the Property had been conveyed directly by Seller to Purchaser and it the exchange shall be in no way reduce, abridge or modify any of Purchaser’s responsibility to determine whether the exchange property and the transaction qualifies as an exchange obligations or any of property of “like kind’ within the meaning of the Internal Revenue Code, and Purchaser shall be solely responsible for the tax consequences to Purchaser of the exchange, it being agreed that Seller’s rights or remedies hereunder. Seller shall will have no obligation or liability to Purchaser under or in connection therewith. The respective obligations of Seller and with any Exchange, including in the event the Exchange is not consummated, or in the event Purchaser under this Section 16.20 shall survive does not achieve the Closing and shall not be merged thereindesired tax treatment.

Section 1031 Exchange. The parties acknowledge that the conveyance of the Property to Purchaser may, without Seller’s consent, assign this Agreement to a qualified intermediary in order to facilitate may be structured by Purchaser as a like-kind exchange transaction, which includes the Property, (including a “reverse exchange”) pursuant to Section 1031 of the Internal Revenue CodeCode and federal cases interpreting this rule (an “Exchange”). Seller further agrees to reasonably cooperate with Purchaser in effecting such transactionExchange, provided that Purchaser shall bear all of the expenses and liabilities associated therewith, Seller shall not be subject to any liability, and provided further that Purchaser’s ability to undertake any such exchange transaction, shall not in any manner be considered a condition of Purchaser’s obligations under this Agreement and the related documentation, shall: (i) not require Seller to expend any additional funds or execute any contract, make any commitment, or incur any obligations, contingent or otherwise, to third parties which would expand Seller’s obligations beyond this Agreement, (ii) same shall not delay the Closing. It is contemplated that Purchaser may assign this Agreement to a “qualified intermediary” pursuant to Treasury Regulation Section 1.103(k)-I(g)4(v) and/or Purchaser may cause the Property to be conveyed (i.e., “parked”) with an EAT organized by a qualified intermediary pending Purchaser’s sale of other properties owned by Purchaser (its “relinquished property”) as part of the Exchange. Accordingly, in the event of such assignment and/or “parking” arrangement, Seller shall, upon notice from Purchaser, convey the Property at Closing to the EAT or EATs organized by Purchaser’s qualified intermediary, and shall to the transaction contemplated by this Agreementextent of the assignment, treat the qualified intermediary and/or EAT(s) as the valid assignee of Purchaser’s rights hereunder. Notwithstanding anything contained herein, (iiia) Seller shall not release Purchaser be required to acquire or otherwise affect hold legal or beneficial title to, or any other interest, in any property for purposes of consummating Purchaser’s obligation Exchange, (b) Seller shall have the right to perform review and approval (which approval shall not be unreasonably withheld, conditioned or delayed) all documents Seller is required to execute in accordance connection with the terms hereof or any liability of the parties to one another under the terms of this AgreementExchange, and (ivc) not include Seller’s acquiring in the event of any Exchange, and notwithstanding that in connection with such Exchange record title to any property the Property may be conveyed by Seller to an accommodation entity which is not thereupon will later convey title to the subject Property to Purchaser, all covenants, agreements and indemnifications of Purchaser pursuant to this Agreement. FurtherAgreement shall be deemed to be made by Purchaser, Purchaser shall indemnity Seller from and against all liability arising out of such cooperation (including reasonable attorneys’ fees) which indemnity shall survive any closing hereunder or termination conveyance by Seller to an accommodation party, shall continue in favor of and inure to the benefit of Seller and shall be enforceable by Seller against Purchaser to the extent provided in this Agreement as though the Property had been conveyed directly by Seller to Purchaser and it the exchange shall be in no way reduce, abridge or modify any of Purchaser’s responsibility to determine whether the exchange property and the transaction qualifies as an exchange obligations or any of property of “like kind’ within the meaning of the Internal Revenue Code, and Purchaser shall be solely responsible for the tax consequences to Purchaser of the exchange, it being agreed that Seller’s rights or remedies hereunder. Seller shall will have no obligation or liability to Purchaser under or in connection therewith. The respective obligations of Seller and with any Exchange, including in the event the Exchange is not consummated, or in the event Purchaser under this Section 16.20 shall survive does not achieve the Closing and shall not be merged thereindesired tax treatment.

Section 1031 Exchange. Purchaser may, without Seller’s consent, assign this Agreement acknowledges that Seller may elect to a qualified intermediary transfer its interest in order the Property pursuant to facilitate a like-kind exchange transaction, which includes the Property, pursuant to qualifying under Section 1031 of the Internal Revenue CodeCode of 1986, as amended. Seller further Purchaser agrees to reasonably cooperate with Seller, subject to the limitations of this Section 14.3, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in effecting a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such transactionthird party, Properties of Xxxxx Road, Ltd. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Properties of Xxxxx Road, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that any such exchange transaction, (a) there shall be no delay in the Closing Date and the related documentation, shall: consummation of the transactions contemplated in this Contract; (ib) Seller shall not require be released if the exchange fails for any reason and in such event only Seller shall remain obligated to expend consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional funds liabilities or execute obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any contractrepresentations, make warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any commitmentand all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any obligationsliability, contingent or otherwise, to third parties which would expand Seller’s obligations beyond this Agreement, (ii) not delay the Closing or the transaction contemplated by this Agreement, (iii) not release Purchaser or otherwise affect Purchaser’s obligation to perform in accordance with the terms hereof or any liability of the parties to one another under the terms of this Agreement, and (iv) not include Seller’s acquiring title to any property which is not the subject of this Agreement. Further, Purchaser shall indemnity Seller from and against all liability arising out of such cooperation (including reasonable attorneys’ fees) which indemnity shall survive any closing hereunder or termination of this Agreement and it shall be Purchaser’s responsibility to determine whether the exchange property and the transaction qualifies as an exchange of property of “like kind’ within the meaning of the Internal Revenue Code, and Purchaser shall be solely responsible for the tax consequences to Purchaser of the exchange, it being agreed that Seller shall have no obligation or liability to Purchaser in connection therewith. The respective obligations of Seller and Purchaser under this Section 16.20 shall survive the Closing and shall not be merged therein.

Section 1031 Exchange. Purchaser may, without Seller’s consent, Seller and Buyer hereby agree that Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a qualified intermediary Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) and/or a Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) in order to facilitate accomplish the transaction in a manner intended to comply, either in whole or in part, with the requirements of a like-kind exchange transaction, which includes the Property, pursuant to Section 1031 of the Internal Revenue Code. In the event that Seller further assigns its rights under this Agreement pursuant to this Section 14.7, Seller agrees to notify Buyer in writing of such assignment at or before Closing, and Buyer shall cooperate fully, as and to the extent reasonably cooperate requested by the Seller, in connection with Purchaser enabling the transactions contemplated herein to qualify in effecting such transactionwhole or in part as a like-kind exchange pursuant to Section 1031 of the Code; provided, provided however, that any such exchange transactioncosts or expenses in connection therewith shall be borne solely by Seller, and the related documentation, shall: (i) Buyer shall not require Seller be required to expend incur any additional funds or execute any contract, make any commitment, or incur any obligations, contingent or otherwise, to third parties which would expand Seller’s obligations beyond this Agreement, (ii) not delay the Closing or the transaction contemplated by this Agreement, (iii) not release Purchaser or otherwise affect Purchaser’s obligation to perform in accordance with the terms hereof or any liability of the parties to one another under the terms of this Agreement, and (iv) not include Seller’s acquiring title to any property which is not the subject of this Agreement. Further, Purchaser shall indemnity Seller from and against all liability arising out of such cooperation (including reasonable attorneys’ fees) which indemnity shall survive any closing hereunder or termination of this Agreement and it shall be Purchaser’s responsibility to determine whether the exchange property and the transaction qualifies as an exchange of property of “like kind’ within the meaning of the Internal Revenue Code, and Purchaser shall be solely responsible for the tax consequences to Purchaser of the exchange, it being agreed that Seller shall have no obligation or liability to Purchaser in connection therewith. The respective obligations of Seller and Purchaser Buyer acknowledge and agree that any assignment of all or any portion of this Agreement to a Qualified Intermediary and/or Exchange Accommodation Titleholder shall not release either party from any of their respective liabilities and obligations to each other under this Agreement. Without limiting the generality of the above provisions of this Section 16.20 14.7, in the event that Seller assigns all or a portion of its rights under this Agreement pursuant to this Section 14.7, then the other certificates, agreements, instruments and documents to be executed and/or delivered in connection with this Agreement by Buyer or their Affiliates shall survive be amended and modified in a manner satisfactory to Seller to expressly permit, without further consent or approval, the Closing subsequent assignment and shall not be merged thereintransfer of the same by the Qualified Intermediary and/or Exchange Accommodation Titleholder to Seller (or its designee).

Section 1031 Exchange. Purchaser may, without Seller’s consent, Seller and Buyer hereby agree that Buyer shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a qualified intermediary “Qualified Intermediary” (as that term is defined in Section 1.1031(k) 1(g)(4)(v) of the Treasury Regulations) in order to facilitate accomplish the transaction in a like-manner that will comply, either in whole or in part, with the requirements of a like kind exchange transaction, which includes the Property, pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”). Likewise, Seller further shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event a party assigns its rights under this Agreement pursuant to this Section 2.8, such party agrees to reasonably cooperate with Purchaser notify the other parties in effecting writing of such transactionassignment at or before Closing. If Seller assigns its rights under this Agreement for this purpose, provided that any such exchange transactionBuyer agrees to: (a) consent to Seller’s assignment of its rights in this Agreement; and (b) pay the Purchase Price into a qualified escrow or qualified trust account at Closing as directed in writing. If Buyer assigns its rights under this Agreement for this purpose, and the related documentation, shallSeller agrees to: (i) not require Seller consent to expend any additional funds or execute any contract, make any commitment, or incur any obligations, contingent or otherwise, to third parties which would expand SellerBuyer’s obligations beyond assignment of its rights in this Agreement, ; (ii) accept the Purchase Price from the qualified escrow or qualified trust account at Closing; and (iii) at Closing, convey and assign directly to Buyer the Property upon satisfaction of the other conditions to Closing and other terms and conditions hereof. Seller and Buyer acknowledge and agree that any assignment of this Agreement to a Qualified Intermediary shall not delay the Closing or the transaction contemplated by this AgreementClosing, (iii) shall not release Purchaser or otherwise affect Purchaser’s obligation any party hereto from any of its respective liabilities and obligations (including indemnity obligations) to perform in accordance with the terms hereof or any liability of the other parties to one another hereto under the terms of this Agreement, and (iv) not include Seller’s acquiring title that no party represents to any property which is not the subject of this Agreementother party that any particular Tax treatment will be given to a party as a result thereof. Further, Purchaser shall indemnity Seller from and against all liability arising out of such cooperation (including reasonable attorneys’ fees) which indemnity shall survive any closing hereunder or termination of this Agreement and it shall be Purchaser’s responsibility to determine whether the exchange property and the transaction qualifies as an exchange of property of “like kind’ within the meaning of the Internal Revenue Code, and Purchaser shall be solely responsible for the tax consequences to Purchaser of the exchange, it being agreed that Seller shall have no obligation or liability to Purchaser in connection therewith. The respective obligations of Seller and Purchaser under this Section 16.20 shall survive Buyer further agree that the Closing and shall party not be merged thereinelecting to effect a like-kind exchange will not incur any additional costs, expenses, fees or liabilities as a result of or connected with the like-kind exchange.

Section 1031 Exchange. Purchaser may, without Seller’s consent, assign this Agreement acknowledges that Seller may elect to a qualified intermediary transfer its interest in order the Property pursuant to facilitate a like-kind exchange transaction, which includes the Property, pursuant to qualifying under Section 1031 of the Internal Revenue CodeCode of 1986, as amended. Seller further Purchaser agrees to reasonably cooperate with Seller, subject to the limitations of this Section 14.3, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in effecting a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such transactionthird party, Forest Xxxxxx Place, Ltd. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Forest Xxxxxx Place, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that any such exchange transaction, (a) there shall be no delay in the Closing Date and the related documentation, shall: consummation of the transactions contemplated in this Contract; (ib) Seller shall not require be released if the exchange fails for any reason and in such event only Seller shall remain obligated to expend consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional funds liabilities or execute obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any contractrepresentations, make warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any commitmentand all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any obligationsliability, contingent or otherwise, to third parties which would expand Seller’s obligations beyond this Agreement, (ii) not delay the Closing or the transaction contemplated by this Agreement, (iii) not release Purchaser or otherwise affect Purchaser’s obligation to perform in accordance with the terms hereof or any liability of the parties to one another under the terms of this Agreement, and (iv) not include Seller’s acquiring title to any property which is not the subject of this Agreement. Further, Purchaser shall indemnity Seller from and against all liability arising out of such cooperation (including reasonable attorneys’ fees) which indemnity shall survive any closing hereunder or termination of this Agreement and it shall be Purchaser’s responsibility to determine whether the exchange property and the transaction qualifies as an exchange of property of “like kind’ within the meaning of the Internal Revenue Code, and Purchaser shall be solely responsible for the tax consequences to Purchaser of the exchange, it being agreed that Seller shall have no obligation or liability to Purchaser in connection therewith. The respective obligations of Seller and Purchaser under this Section 16.20 shall survive the Closing and shall not be merged therein.

Section 1031 Exchange. Purchaser may, without Seller’s consent, assign this Agreement acknowledges that Seller may elect to a qualified intermediary transfer its interest in order the Property pursuant to facilitate a like-kind exchange transaction, which includes the Property, pursuant to qualifying under Section 1031 of the Internal Revenue CodeCode of 1986, as amended. Seller further Purchaser agrees to reasonably cooperate with Seller, subject to the limitations of this Section 14.3, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in effecting a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such transactionthird party, Brandywine Place, Ltd. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Brandywine Place, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that any such exchange transaction, (a) there shall be no delay in the Closing Date and the related documentation, shall: consummation of the transactions contemplated in this Contract; (ib) Seller shall not require be released if the exchange fails for any reason and in such event only Seller shall remain obligated to expend consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional funds liabilities or execute obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any contractrepresentations, make warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any commitmentand all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any obligationsliability, contingent or otherwise, to third parties which would expand Seller’s obligations beyond this Agreement, (ii) not delay the Closing or the transaction contemplated by this Agreement, (iii) not release Purchaser or otherwise affect Purchaser’s obligation to perform in accordance with the terms hereof or any liability of the parties to one another under the terms of this Agreement, and (iv) not include Seller’s acquiring title to any property which is not the subject of this Agreement. Further, Purchaser shall indemnity Seller from and against all liability arising out of such cooperation (including reasonable attorneys’ fees) which indemnity shall survive any closing hereunder or termination of this Agreement and it shall be Purchaser’s responsibility to determine whether the exchange property and the transaction qualifies as an exchange of property of “like kind’ within the meaning of the Internal Revenue Code, and Purchaser shall be solely responsible for the tax consequences to Purchaser of the exchange, it being agreed that Seller shall have no obligation or liability to Purchaser in connection therewith. The respective obligations of Seller and Purchaser under this Section 16.20 shall survive the Closing and shall not be merged therein.

Section 1031 Exchange. Purchaser may, without Seller’s consent, assign this Agreement to Sellers may convey the Property as part of a qualified intermediary in order to facilitate a like-kind tax deferred exchange transaction, which includes for the Property, benefit of Sellers pursuant to Section 1031 of the Internal Revenue Code. Seller With respect thereto, Sellers may assign all of Sellers’ contract rights and obligations hereunder to an exchange accommodation titleholder or a qualified intermediary, as part of, and in furtherance of, such tax deferred exchange. Sellers shall have the right to direct the application of the portion of the Deposit allocable to the Property held by the Escrow Agent to the Qualified Intermediary as directed by the Qualified Intermediary as part of the exchange. Buyer agrees to assist and cooperate in such exchange for the benefit of Sellers at no cost, expense or liability to Buyer and without reduction or alteration of the rights of Buyer under this Agreement; and Buyer further agrees to execute any and all documents (subject to the reasonable approval of Buyer’s legal counsel) as are reasonably cooperate necessary in connection with Purchaser in effecting such transaction, exchange at Sellers’ sole expense provided that Buyer shall not be required to undertake any liability or obligation in so doing and provided that such exchange transaction, and the related documentation, shall: (i) does not require Seller to expend any additional funds or execute any contract, make any commitment, or incur any obligations, contingent or otherwise, to third parties which would expand Seller’s obligations beyond this Agreement, (ii) not delay extend the Closing Date. As part of such exchange, Sellers shall convey the Property directly to Buyer and Buyer shall not be obligated to acquire or the transaction contemplated by convey any other property as part of such exchange. Further, in order for Sellers’ owners/partners to accomplish a Section 1031 exchange, Sellers may, immediately prior to Closing, assign this AgreementAgreement to such related parties, (iii) not release Purchaser or otherwise affect Purchaser’s obligation pursuant to perform an instrument of assignment in accordance with the terms hereof or any liability of the parties form reasonably satisfactory to one another Buyer, pursuant to which such assignee assumes Sellers’ obligations under the terms of this Agreement, and (iv) not include Seller’s acquiring title to any property which is not the subject of this Agreement. FurtherNotwithstanding the foregoing, Purchaser Sellers shall indemnity Seller remain liable for all obligations hereunder notwithstanding such assignment. Sellers shall indemnify, hold harmless and defend Buyer from and against any and all liability arising out claims, demands, causes of such cooperation action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ feesfees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Buyer and arising out of Buyer’s participation in such exchange for the benefit of Sellers, which indemnity obligation shall survive the Closing. Notwithstanding the foregoing, should Sellers fail to effect a tax deferred exchange as contemplated in this Section 6 for any closing hereunder or termination reason, then the sale by Sellers of the Property shall be consummated in accordance with terms and conditions of this Agreement and it just as though the provisions of this Section 6 had been omitted from this Agreement, except that Buyer shall be Purchaser’s responsibility reimbursed and indemnified from resulting costs and expenses as provided in this Section. Nothing contained in this Section 6 shall release Sellers of any of their obligations or liabilities under this Agreement, whether accruing before, at or after Closing, nor shall anything contained in this Section 6 impose any liability or obligation on Buyer with respect to determine whether the exchange property and the transaction qualifies as an exchange of property of “like kind’ within the meaning of the Internal Revenue Code, and Purchaser shall be solely responsible for the tax consequences of this transaction to Purchaser of the exchange, it being agreed that Seller shall have no obligation or liability to Purchaser in connection therewith. The respective obligations of Seller and Purchaser under this Section 16.20 shall survive the Closing and shall not be merged thereinSellers.

Section 1031 Exchange. Purchaser mayBuyer may consummate the purchase of either or both parcels of the Property as part of a Section 1031 Exchange, without Seller’s consentprovided that: (1) although the consummation or accomplishment of the Exchange shall not be a condition precedent or condition subsequent to Buyer's obligations under this Agreement, assign this Agreement Buyer may delay the First Closing to a qualified intermediary in order to facilitate date not later than September 15, 2003 for the sole purpose of complying with the timing requirements of a like-kind exchange transaction, which includes the Property, pursuant to Section 1031 of the Internal Revenue Code. Seller further agrees to reasonably cooperate with Purchaser in effecting such transactionExchange for Buyer's existing headquarters facilities, provided that as conditions of such delay, (a) Buyer shall have given Seller notice of such delay no later than December 31, 2002, (b) the Purchase Price of Parcel A shall be increased by an amount equal to Seller's imputed interest on the Parcel A Purchase Price, which shall be deemed to be 8.25% per annum, for the period of such delay ("SELLER'S CARRY COST"), which shall be payable by Buyer in monthly installments, in arrears, on the first day of each calendar month (and if the First Closing occurs on any day other than the last day of a calendar month, Seller's Carry Cost shall accrue on a per diem basis for that portion of the month in which the First Closing occurs, with such exchange transactioninterest payable on the First Close of Escrow) by payment directly to Seller, (c) the Deposit shall be increased to Three Million Dollars ($3,000,000) as of the date that the Seller's conditions to the First Closing are otherwise satisfied, and the related documentationDeposit shall be released to Seller as of such date, shall: and (id) not require Seller all of Buyer's conditions to expend any additional funds its obligations under this Agreement with respect to the First Closing shall be deemed satisfied or execute any contract, make any commitment, or incur any obligations, contingent or otherwise, to third parties which would expand Seller’s obligations beyond this Agreement, (ii) not delay the Closing or the transaction contemplated by this Agreement, (iii) not release Purchaser or otherwise affect Purchaser’s obligation to perform in accordance with the terms hereof or any liability waived as of the parties date that the Seller's conditions to one another under the terms First Closing are otherwise satisfied; (2) the Second Closing shall not be delayed or affected by reason of the Exchange; (3) Buyer shall effect the Exchange through an assignment of this Agreement, and or its rights under this Agreement, to a qualified intermediary; (iv4) Seller shall not include Seller’s acquiring be required to take an assignment of the purchase agreement for the relinquished property or be required to acquire or hold title to any real property which is for purposes of consummating the Exchange; and (5) Buyer shall pay any additional costs that would not otherwise have been incurred by Buyer or Seller had Buyer not consummated its purchase through the subject of Exchange. Seller shall not by this Agreement. Further, Purchaser shall indemnity Seller from and against all liability arising out of such cooperation (including reasonable attorneys’ fees) which indemnity shall survive any closing hereunder agreement or termination of acquiescence to the Exchange have its rights under this Agreement and it shall affected or diminished in any manner or be Purchaser’s responsibility responsible for compliance with or be deemed to determine whether have warranted to Buyer that the exchange property and Section 1031 Exchange in fact complies with the transaction qualifies as an exchange of property of “like kind’ within the meaning requirements of the Internal Revenue Code, . [Signature page to Agreement for Purchase and Purchaser shall be solely responsible for the tax consequences to Purchaser Sale of the exchange, it being agreed that Seller shall have no obligation or liability to Purchaser in connection therewith. The respective obligations of Seller Real Property and Purchaser under this Section 16.20 shall survive the Closing and shall not be merged therein.Escrow Instructions]

Section 1031 Exchange. Purchaser may, without Seller’s consent, assign this Agreement to a qualified intermediary in order to facilitate a like-kind likekind exchange transaction, which includes the Property, pursuant to Section 1031 of the Internal Revenue Code. Seller further agrees to reasonably cooperate with Purchaser in effecting such transaction, provided that any such exchange transaction, and the related documentation, shall: (i) not require Seller to expend any additional funds or execute any contract, make any commitment, or incur any obligations, contingent or otherwise, to third parties which would expand Seller’s obligations beyond this Agreement, (ii) not delay the Closing or the transaction contemplated by this Agreement, (iii) not release Purchaser or otherwise affect Purchaser’s obligation to perform in accordance with the terms hereof or any liability of the parties to one another under the terms of this Agreement, and (iv) not include Seller’s acquiring title to any property which is not the subject of this Agreement. Further, Purchaser shall indemnity Seller from and against all liability arising out of such cooperation (including reasonable attorneys’ fees) which indemnity shall survive any closing hereunder or termination of this Agreement and it shall be Purchaser’s responsibility to determine whether the exchange property and the transaction qualifies as an exchange of property of “like kind’ within the meaning of the Internal Revenue Code, and Purchaser shall be solely responsible for the tax consequences to Purchaser of the exchange, it being agreed that Seller shall have no obligation or liability to Purchaser in connection therewith. The respective obligations of Seller and Purchaser under this Section 16.20 shall survive the Closing and shall not be merged therein.

Section 1031 Exchange. Purchaser may, without Seller’s consent, assign this Agreement acknowledges that Seller may elect to a qualified intermediary transfer its interest in order the Property pursuant to facilitate a like-kind exchange transaction, which includes the Property, pursuant to qualifying under Section 1031 of the Internal Revenue CodeCode of 1986, as amended. Seller further Purchaser agrees to reasonably cooperate with Seller, subject to the limitations of this Section 14.3, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in effecting a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such transactionthird party, Greenville Avenue Properties, Ltd. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Greenville Avenue Properties, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that any such exchange transaction, (a) there shall be no delay in the Closing Date and the related documentation, shall: consummation of the transactions contemplated in this Contract; (ib) Seller shall not require be released if the exchange fails for any reason and in such event only Seller shall remain obligated to expend consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional funds liabilities or execute obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any contractrepresentations, make warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any commitmentand all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any obligationsliability, contingent or otherwise, to third parties which would expand Seller’s obligations beyond this Agreement, (ii) not delay the Closing or the transaction contemplated by this Agreement, (iii) not release Purchaser or otherwise affect Purchaser’s obligation to perform in accordance with the terms hereof or any liability of the parties to one another under the terms of this Agreement, and (iv) not include Seller’s acquiring title to any property which is not the subject of this Agreement. Further, Purchaser shall indemnity Seller from and against all liability arising out of such cooperation (including reasonable attorneys’ fees) which indemnity shall survive any closing hereunder or termination of this Agreement and it shall be Purchaser’s responsibility to determine whether the exchange property and the transaction qualifies as an exchange of property of “like kind’ within the meaning of the Internal Revenue Code, and Purchaser shall be solely responsible for the tax consequences to Purchaser of the exchange, it being agreed that Seller shall have no obligation or liability to Purchaser in connection therewith. The respective obligations of Seller and Purchaser under this Section 16.20 shall survive the Closing and shall not be merged therein.

Section 1031 Exchange. Purchaser may, without Seller’s consent, assign this Agreement acknowledges that Seller may elect to a qualified intermediary transfer its interest in order the Property pursuant to facilitate a like-kind exchange transaction, which includes the Property, pursuant to qualifying under Section 1031 of the Internal Revenue CodeCode of 1986, as amended. Seller further Purchaser agrees to reasonably cooperate with Seller, subject to the limitations of this Section 14.3, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in effecting a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such transactionthird party, Venture Tech Partners, Ltd. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Venture Tech Partners, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that any such exchange transaction, (a) there shall be no delay in the Closing Date and the related documentation, shall: consummation of the transactions contemplated in this Contract; (ib) Seller shall not require be released if the exchange fails for any reason and in such event only Seller shall remain obligated to expend consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional funds liabilities or execute obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any contractrepresentations, make warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any commitmentand all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any obligationsliability, contingent or otherwise, to third parties which would expand Seller’s obligations beyond this Agreement, (ii) not delay the Closing or the transaction contemplated by this Agreement, (iii) not release Purchaser or otherwise affect Purchaser’s obligation to perform in accordance with the terms hereof or any liability of the parties to one another under the terms of this Agreement, and (iv) not include Seller’s acquiring title to any property which is not the subject of this Agreement. Further, Purchaser shall indemnity Seller from and against all liability arising out of such cooperation (including reasonable attorneys’ fees) which indemnity shall survive any closing hereunder or termination of this Agreement and it shall be Purchaser’s responsibility to determine whether the exchange property and the transaction qualifies as an exchange of property of “like kind’ within the meaning of the Internal Revenue Code, and Purchaser shall be solely responsible for the tax consequences to Purchaser of the exchange, it being agreed that Seller shall have no obligation or liability to Purchaser in connection therewith. The respective obligations of Seller and Purchaser under this Section 16.20 shall survive the Closing and shall not be merged therein.

Section 1031 Exchange. Purchaser may, without Seller’s consent, assign this Agreement acknowledges that Seller may elect to a qualified intermediary transfer its interest in order the Property pursuant to facilitate a like-kind exchange transaction, which includes the Property, pursuant to qualifying under Section 1031 of the Internal Revenue CodeCode of 1986, as amended. Seller further Purchaser agrees to reasonably cooperate with Seller, subject to the limitations of this Section 14.3, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in effecting a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such transactionthird party, Walnut Hill Limited will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Walnut Hill Limited. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that any such exchange transaction, (a) there shall be no delay in the Closing Date and the related documentation, shall: consummation of the transactions contemplated in this Contract; (ib) Seller shall not require be released if the exchange fails for any reason and in such event only Seller shall remain obligated to expend consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional funds liabilities or execute obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any contractrepresentations, make warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any commitmentand all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any obligationsliability, contingent or otherwise, to third parties which would expand Seller’s obligations beyond this Agreement, (ii) not delay the Closing or the transaction contemplated by this Agreement, (iii) not release Purchaser or otherwise affect Purchaser’s obligation to perform in accordance with the terms hereof or any liability of the parties to one another under the terms of this Agreement, and (iv) not include Seller’s acquiring title to any property which is not the subject of this Agreement. Further, Purchaser shall indemnity Seller from and against all liability arising out of such cooperation (including reasonable attorneys’ fees) which indemnity shall survive any closing hereunder or termination of this Agreement and it shall be Purchaser’s responsibility to determine whether the exchange property and the transaction qualifies as an exchange of property of “like kind’ within the meaning of the Internal Revenue Code, and Purchaser shall be solely responsible for the tax consequences to Purchaser of the exchange, it being agreed that Seller shall have no obligation or liability to Purchaser in connection therewith. The respective obligations of Seller and Purchaser under this Section 16.20 shall survive the Closing and shall not be merged therein.

Section 1031 Exchange. Purchaser mayNotwithstanding anything to the contrary in this Agreement, without Seller’s consentSellers and Purchasers agree that Purchasers, or any of them, may assign this Agreement (or all or any portion thereof or rights therein) to a one or more qualified intermediary intermediaries (collectively, an "Intermediary"), as that term is defined in order to facilitate a the deferred like-kind exchange transaction, which includes regulations (the Property, pursuant to "Regulations") promulgated under Section 1031 of the Internal Revenue CodeCode of 1986, as amended, to act in place of any Purchaser as the purchaser of the Property to be conveyed to such Purchaser by the applicable Seller in effecting a deferred or simultaneous like-kind exchange of one or more of the Properties under the Regulations. Seller further agrees Upon assignment of a Purchaser's rights under this Agreement to reasonably cooperate with an Intermediary, Purchaser's Intermediary shall be substituted for such Purchaser in effecting this Agreement as the purchaser of the Property to be acquired by such transactionPurchaser; provided, provided however, that such Purchaser shall not be released of any of its obligations hereunder as a result of such exchange transactionassignment. Sellers agree to accept the consideration and all other required performance under this Agreement and any written instructions from a Purchaser's Intermediary and to render its performance of all of its obligations to such Purchaser's Intermediary. Sellers agree that performance by a Purchaser's Intermediary will be treated as performance by the applicable Purchaser. Purchasers agree that Sellers' cooperation with Purchasers hereunder shall not require Sellers to incur any out-of-pocket expenses, and the related documentation, shall: (i) not require Seller Purchasers further agree to expend any additional funds or execute any contract, make any commitment, or incur any obligations, contingent or otherwise, to third parties which would expand Seller’s obligations beyond this Agreement, (ii) not delay the Closing or the transaction contemplated by this Agreement, (iii) not release Purchaser or otherwise affect Purchaser’s obligation to perform in accordance with the terms hereof or any liability of the parties to one another under the terms of this Agreement, indemnify and (iv) not include Seller’s acquiring title to any property which is not the subject of this Agreement. Further, Purchaser shall indemnity Seller hold harmless Sellers from and against any and all liability arising out of such cooperation damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees' fees and expenses but excluding any attorneys' fees and expenses incurred by Sellers in connection with their review of the documents reasonably necessary to effect Purchasers' exchange) which indemnity shall survive any closing hereunder or termination incurred by Sellers as a result of a Purchaser's assignment of this Agreement and it shall be Purchaser’s responsibility (or portions thereof or rights thereunder) to determine whether the exchange property and the transaction qualifies as an exchange of property of “like kind’ within the meaning of the Internal Revenue Code, and Purchaser shall be solely responsible for the tax consequences to Purchaser of the exchange, it being agreed that Seller shall have no obligation or liability to Purchaser in connection therewith. The respective obligations of Seller and Purchaser under this Section 16.20 shall survive the Closing and shall not be merged thereinIntermediary.

Section 1031 Exchange. Purchaser may, without Seller’s consent, assign this Agreement acknowledges that Seller may elect to a qualified intermediary transfer its interest in order the Property pursuant to facilitate a like-kind exchange transaction, which includes the Property, pursuant to qualifying under Section 1031 of the Internal Revenue CodeCode of 1986, as amended. Seller further Purchaser agrees to reasonably cooperate with Seller, subject to the limitations of this Section 14.3, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in effecting a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such transactionthird party, Northcreek Place II, Ltd. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Northcreek Place II, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that any such exchange transaction, (a) there shall be no delay in the Closing Date and the related documentation, shall: consummation of the transactions contemplated in this Contract; (ib) Seller shall not require be released if the exchange fails for any reason and in such event only Seller shall remain obligated to expend consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional funds liabilities or execute obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any contractrepresentations, make warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any commitmentand all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any obligationsliability, contingent or otherwise, to third parties which would expand Seller’s obligations beyond this Agreement, (ii) not delay the Closing or the transaction contemplated by this Agreement, (iii) not release Purchaser or otherwise affect Purchaser’s obligation to perform in accordance with the terms hereof or any liability of the parties to one another under the terms of this Agreement, and (iv) not include Seller’s acquiring title to any property which is not the subject of this Agreement. Further, Purchaser shall indemnity Seller from and against all liability arising out of such cooperation (including reasonable attorneys’ fees) which indemnity shall survive any closing hereunder or termination of this Agreement and it shall be Purchaser’s responsibility to determine whether the exchange property and the transaction qualifies as an exchange of property of “like kind’ within the meaning of the Internal Revenue Code, and Purchaser shall be solely responsible for the tax consequences to Purchaser of the exchange, it being agreed that Seller shall have no obligation or liability to Purchaser in connection therewith. The respective obligations of Seller and Purchaser under this Section 16.20 shall survive the Closing and shall not be merged therein.

Section 1031 Exchange. Purchaser may, without Seller’s consent, assign this Agreement Buyer acknowledges that Seller may endeavor to a qualified intermediary in order to facilitate effect a like-kind exchange transaction, which includes the Property, pursuant to under Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code"), such that Seller can acquire the Other Centers, or other properties, with the proceeds of the sale of the Shopping Center to Buyer. Seller further agrees expressly reserves the right to reasonably cooperate with Purchaser assign its rights, but not it obligations, hereunder, to a qualified intermediary including without limitation Escrow Agent, as provided in effecting such transaction, provided that any such exchange transaction, the Internal Revenue Code and the related documentationregulations promulgated thereunder, shall: including without limitation Reg. 1.1031(k)-(l)(g)(4), on or before the Closing Date. Accordingly, Buyer agrees that (i) not require Buyer will cooperate with Seller to expend any additional funds effect a tax-free exchange or execute any contract, make any commitment, or incur any obligations, contingent or otherwise, to third parties which would expand Seller’s obligations beyond this Agreement, (ii) not delay the Closing or the transaction contemplated by this Agreement, (iii) not release Purchaser or otherwise affect Purchaser’s obligation to perform exchanges in accordance with the terms hereof or any liability provisions of Section 1031 of the parties to one another under Code and the terms regulations promulgated with respect thereto; and (ii) it is a condition of this Agreementagreement that Buyer and Seller enter into a mutually agreeable contract pursuant to which Buyer will agree to sell to Seller, and (iv) not include Seller’s acquiring title Seller will agree to any property which purchase from Buyer the Other Centers. It is not a condition that the subject of this Agreementtransactions contemplated by such other contract actually close (eg. FurtherSeller, Purchaser shall indemnity as Buyer under said contract, may determine during the inspection period under such other contract that Seller from does not wish to purchase the Other Centers), but only that a mutually agreeable contract for the sale and against all liability arising out of such cooperation (including reasonable attorneys’ fees) which indemnity shall survive any closing hereunder or termination of this Agreement and it shall be Purchaser’s responsibility to determine whether the exchange property and the transaction qualifies as an exchange of property of “like kind’ within the meaning purchase of the Internal Revenue Code, Other Centers by entered into by Seller and Purchaser Buyer. Seller and Buyer agree to negotiate in good faith such that a contract for the sale and Seller shall be solely responsible for any additional fees, costs or expenses incurred in connection with the tax consequences like-kind exchange contemplated by this paragraph. In no event shall Seller's ability or inability to Purchaser effect a like-kind exchange, as contemplated hereby, in any way relieve Seller from its obligations and liabilities under this Agreement. Seller hereby agrees to indemnify and hold harmless Buyer from any liability, losses or damages incurred by Buyer in connection with or arising out of the Section 1031 like-kind exchange, it being agreed including but not limited to any tax liability. It is not Buyer's intention to effect a Section 1031 exchange with respect to the proceeds of Buyer's sale of the Other Centers to Seller. In the event that Seller all conditions precedent to Buyer's obligation to purchase shall have no obligation or liability to Purchaser in connection therewith. The respective obligations been satisfied but the foregoing provisions of Seller and Purchaser under this Section 16.20 have not, and Seller elects in writing to terminate this Agreement, then the Xxxxxxx Money Deposit shall survive be promptly delivered to Seller by Escrow Agent and, upon the Closing and making of such delivery, neither party shall not be merged thereinhave any further claim against the other by reasons of this Agreement, except as provided in Article .

Section 1031 Exchange. Purchaser may, without Seller’s consent, assign this Agreement Purchaser's acquisition of the Property is to be the acquisition of replacement property in a qualified intermediary in order to facilitate a qualifying exchange of like-kind exchange transaction, which includes the Property, pursuant to property under Section 1031 of the Internal Revenue CodeCode of 1986, as amended (the "Exchange"), pursuant to Purchaser's separate Exchange Agreement with Exchange Solutions, Inc. (the "Intermediary"). Seller further agrees to reasonably cooperate with Purchaser (without liability or cost to Seller) in effecting such transactionthe completion of the Exchange. Such cooperation shall include, provided that any such exchange transactionwithout limitation, but subject to the limitations contained in this Section 14.1, (i) the assignment of this Contract by Purchaser to the Intermediary, and the related documentation, shall: (i) not require Seller to expend any additional funds or execute any contract, make any commitment, or incur any obligations, contingent or otherwise, to third parties which would expand acknowledgment of such assignment by Seller’s obligations beyond this Agreement, (ii) not delay the Closing or acceptance of the transaction contemplated by this AgreementPurchase Price from the Intermediary, (iii) not release Purchaser or otherwise affect Purchaser’s obligation to perform in accordance with the terms hereof or any liability conveyance of the parties Property to one another under Purchaser pursuant to a written direction of the terms of this AgreementIntermediary, and (iv) the reassignment of this Contract to Purchaser from the Intermediary immediately following the completion of the Exchange, and the acknowledgment by Seller of such reassignment. In consideration for the cooperation of Seller, Seller shall not include Seller’s acquiring be liable for any acts or omissions (except for its willful misconduct) arising from its relationship with the Intermediary. Upon receipt of title to the Property by Purchaser and payment of the consideration payable to the Seller or for its benefit, under this Contract, Seller shall not have any property which is not the subject of further obligations or responsibilities under this Agreement. Further, paragraph and Purchaser shall indemnity agrees to fully indemnify Seller from and against all any resulting liability arising out of such cooperation to third parties (including reasonable attorneys’ fees) including, but not limited to, the Intermediary), which indemnity shall survive any closing hereunder or termination be effective from and after the date of this Agreement and it Contract, shall be Purchaser’s responsibility to determine whether not merge with the exchange property and the transaction qualifies as an exchange of property of “like kind’ within the meaning conveyance of the Internal Revenue Code, Property and Purchaser shall be solely responsible for the tax consequences to Purchaser of the exchange, it being agreed that Seller shall have no obligation or liability to Purchaser in connection therewith. The respective obligations of Seller and Purchaser under this Section 16.20 shall survive the Closing of this transaction. Purchaser shall in all events be responsible for all costs and expenses related to the Exchange and shall fully indemnify, defend and hold Seller harmless for, from and against any and all liability, claims, damages, expenses (including, without limitation, reasonable attorneys' and paralegal fees other than those incurred prior to Closing to review documents to facilitate the Exchange), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Exchange that would not have been incurred by Seller if the transaction did not involve a Section 1031 Exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of the Property to Purchaser. Any Section 1031 exchange shall be consummated on behalf of Purchaser through the use of a facilitator or intermediary, and Seller shall not be merged thereinrequired to acquire title to any real property in connection therewith.

Section 1031 Exchange. Purchaser may, without Seller’s consent, assign this Agreement acknowledges that Seller may elect to a qualified intermediary transfer its interest in order the Property pursuant to facilitate a like-kind exchange transaction, which includes the Property, pursuant to qualifying under Section 1031 of the Internal Revenue CodeCode of 1986, as amended. Seller further Purchaser agrees to reasonably cooperate with Seller, subject to the limitations of this Section 14.3, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in effecting a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such transactionthird party, One Xxxx Lakes, Ltd. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of One Xxxx Lakes, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that any such exchange transaction, (a) there shall be no delay in the Closing Date and the related documentation, shall: consummation of the transactions contemplated in this Contract; (ib) Seller shall not require be released if the exchange fails for any reason and in such event only Seller shall remain obligated to expend consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional funds liabilities or execute obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any contractrepresentations, make warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any commitmentand all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any obligationsliability, contingent or otherwise, to third parties which would expand Seller’s obligations beyond this Agreement, (ii) not delay the Closing or the transaction contemplated by this Agreement, (iii) not release Purchaser or otherwise affect Purchaser’s obligation to perform in accordance with the terms hereof or any liability of the parties to one another under the terms of this Agreement, and (iv) not include Seller’s acquiring title to any property which is not the subject of this Agreement. Further, Purchaser shall indemnity Seller from and against all liability arising out of such cooperation (including reasonable attorneys’ fees) which indemnity shall survive any closing hereunder or termination of this Agreement and it shall be Purchaser’s responsibility to determine whether the exchange property and the transaction qualifies as an exchange of property of “like kind’ within the meaning of the Internal Revenue Code, and Purchaser shall be solely responsible for the tax consequences to Purchaser of the exchange, it being agreed that Seller shall have no obligation or liability to Purchaser in connection therewith. The respective obligations of Seller and Purchaser under this Section 16.20 shall survive the Closing and shall not be merged therein.

Section 1031 Exchange. Purchaser mayUpon the request of Seller, and without Sellermaterial additional cost or any liability to Buyer, Buyer shall take all such actions as may be reasonably requested by Seller in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of Seller in accordance with Section 1031 of the Code and, in the case of a reverse exchange, Internal Revenue Service Revenue Procedure 2000-37. Such actions may include, Buyer’s consentexecution and delivery of a new “stand-alone” purchase and sale agreement (each, an “LKE Agreement”) with respect to each individual Owned Real Property or Leased Real Property identified by Seller (each, an “LKE Property”). Each LKE Agreement shall be in a form and substance substantially similar to this Agreement and it shall not change or modify the rights or obligations of the parties hereunder in any material respect. Simultaneously with the execution and delivery of any such LKE Agreement, Seller and Buyer shall execute and deliver an amendment to this Agreement to remove the LKE Property from the properties required to be transferred by Seller under this Agreement and to reduce the Purchase Price by an amount equal to the “Purchase Price” under the LKE Agreement, provided all other representations, warranties and obligations of Seller with respect to such LKE Property under this Agreement shall continue without modification. In furtherance of this Section 4.8 and notwithstanding anything contained in this Agreement or any LKE Agreement to the contrary, Seller may assign its rights under this Agreement or any LKE Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate a forward or reverse like-kind exchange under Section 1031 of the Code, and Buyer agrees to execute and deliver an acknowledgment and consent to any such assignment by Seller of its rights under this Agreement or any such LKE Agreement to a qualified intermediary in order to facilitate a like-kind or an exchange transactionaccommodation titleholder; provided, which includes the Propertyhowever, pursuant to Section 1031 such assignment shall not relieve Seller of the Internal Revenue Code. Seller further agrees to reasonably cooperate with Purchaser in effecting such transaction, provided that any such exchange transaction, and the related documentation, shall: (i) not require Seller to expend any additional funds or execute any contract, make any commitment, or incur any obligations, contingent or otherwise, to third parties which would expand Seller’s of its obligations beyond this Agreement, (ii) not delay the Closing or the transaction contemplated by this Agreement, (iii) not release Purchaser or otherwise affect Purchaser’s obligation to perform in accordance with the terms hereof or any liability of the parties to one another under the terms of this Agreement, and (iv) not include Seller’s acquiring title to any property which is not the subject of this Agreement. Further, Purchaser shall indemnity Seller from and against all liability arising out of such cooperation (including reasonable attorneys’ fees) which indemnity shall survive any closing hereunder or termination of this Agreement and it shall be Purchaser’s responsibility to determine whether the exchange property and the transaction qualifies as an exchange of property of “like kind’ within the meaning of the Internal Revenue Code, and Purchaser shall be solely responsible for the tax consequences to Purchaser of the exchange, it being agreed that Seller shall have no obligation or liability to Purchaser in connection therewith. The respective obligations of Seller and Purchaser under this Section 16.20 shall survive the Closing and shall not be merged thereinthereunder.

Section 1031 Exchange. Purchaser may, without Seller’s consent, assign this Agreement acknowledges that Seller may elect to a qualified intermediary transfer its interest in order the Property pursuant to facilitate a like-kind exchange transaction, which includes the Property, pursuant to qualifying under Section 1031 of the Internal Revenue CodeCode of 1986, as amended. Seller further Purchaser agrees to reasonably cooperate with Seller, subject to the limitations of this Section 14.3, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in effecting a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such transactionthird party, Xxxxxxx Tech Partners will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Xxxxxxx Tech Partners. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that any such exchange transaction, (a) there shall be no delay in the Closing Date and the related documentation, shall: consummation of the transactions contemplated in this Contract; (ib) Seller shall not require be released if the exchange fails for any reason and in such event only Seller shall remain obligated to expend consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional funds liabilities or execute obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any contractrepresentations, make warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any commitmentand all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any obligationsliability, contingent or otherwise, to third parties which would expand Seller’s obligations beyond this Agreement, (ii) not delay the Closing or the transaction contemplated by this Agreement, (iii) not release Purchaser or otherwise affect Purchaser’s obligation to perform in accordance with the terms hereof or any liability of the parties to one another under the terms of this Agreement, and (iv) not include Seller’s acquiring title to any property which is not the subject of this Agreement. Further, Purchaser shall indemnity Seller from and against all liability arising out of such cooperation (including reasonable attorneys’ fees) which indemnity shall survive any closing hereunder or termination of this Agreement and it shall be Purchaser’s responsibility to determine whether the exchange property and the transaction qualifies as an exchange of property of “like kind’ within the meaning of the Internal Revenue Code, and Purchaser shall be solely responsible for the tax consequences to Purchaser of the exchange, it being agreed that Seller shall have no obligation or liability to Purchaser in connection therewith. The respective obligations of Seller and Purchaser under this Section 16.20 shall survive the Closing and shall not be merged therein.

Section 1031 Exchange. Purchaser may, without Seller’s consent, assign this Agreement to a qualified intermediary in order to facilitate a like-kind exchange transaction, which includes the Property, pursuant to Section 1031 of the Internal Revenue Code. Seller further agrees to reasonably cooperate with Purchaser in effecting such transaction, provided that any such exchange transaction, and the related documentation, shall: (i) not require Seller to expend any additional funds or execute any contract, make any commitment, or incur any obligations, contingent or otherwise, to third parties which would expand Seller’s obligations beyond this Agreement, (ii) not delay the Closing or the transaction contemplated by this Agreement, (iii) not release Purchaser or otherwise affect Purchaser’s obligation to perform in accordance with the terms hereof or any liability of the parties to one another under the terms of this Agreement, and (iv) not include Seller’s acquiring title to any property which is not the subject of this Agreement. Further, Purchaser shall indemnity indemnify Seller from and against all liability arising out of such cooperation (including reasonable attorneys’ fees) which indemnity shall survive any closing hereunder or termination of this Agreement and it shall be Purchaser’s responsibility to determine whether the exchange property and the transaction qualifies as an exchange of property of “like kind’ within the meaning of the Internal Revenue Code, and Purchaser shall be solely responsible for the tax consequences to Purchaser of the exchange, it being agreed that Seller shall have no obligation or liability to Purchaser in connection therewith. The respective obligations of Seller and Purchaser under this Section 16.20 shall survive the Closing and shall not be merged therein.

Section 1031 Exchange. Purchaser may, without At Seller’s consentoption, assign this Agreement Purchaser agrees to a qualified intermediary cooperate with Seller in order to facilitate closing the sale of the Property as a like-kind exchange transaction, which includes the Property, pursuant to under Section 1031 of the Internal Revenue Code. Such cooperation shall include, without limitation, the substitution by Seller further of an intermediary (the “Intermediary”) to act in place of Seller as the Seller of the Property. If Seller so elects, Purchaser agrees to reasonably accept the Property and all other required performance from the Intermediary and to render Purchaser’s performance of all of its obligations hereunder to the Intermediary. Purchaser agrees that performance by the Intermediary shall be deemed performance by Seller and Seller agrees that Purchaser’s performance to the Intermediary shall be deemed as performance to Seller. Notwithstanding the foregoing, Seller shall remain liable to Purchaser for each and every one of the representations, warranties, indemnities and obligations of Seller pursuant to the terms of this Contract and Purchaser may proceed directly against Seller without the need to join the Intermediary as a party to any action against Seller. At Purchaser’s option, Seller agrees to cooperate with Purchaser in effecting such transactionclosing the sale of the Property as a like-kind exchange under Section 1031 of the Code. Such cooperation shall include, provided that any such exchange transactionwithout limitation, the substitution by Purchaser of an Intermediary to act in place of Purchaser as the Purchaser of the Real Property. If Purchaser so elects, Seller agrees to accept the Property and all other required performance from the related documentation, shall: (i) not require Seller Intermediary and to expend any additional funds or execute any contract, make any commitment, or incur any obligations, contingent or otherwise, to third parties which would expand render Seller’s performance of all of its obligations beyond this Agreementhereunder to the Intermediary. Seller agrees that performance by the Intermediary shall be deemed performance by Purchaser and Purchaser agrees that Seller’s performance to the Intermediary shall be deemed as performance to Purchaser. Notwithstanding the foregoing, (ii) not delay the Closing or the transaction contemplated by this Agreement, (iii) not release Purchaser or otherwise affect Purchaser’s obligation shall remain liable to perform in accordance with the terms hereof or any liability Seller for each and every one of the parties representations, warranties, indemnities and obligations of Purchaser pursuant to one another under the terms of this Agreement, Contract and (iv) not include Seller’s acquiring title Seller may proceed directly against Purchaser without the need to join the Intermediary as a party to any property which is not the subject of this Agreement. Further, Purchaser shall indemnity Seller from and action against all liability arising out of such cooperation (including reasonable attorneys’ fees) which indemnity shall survive any closing hereunder or termination of this Agreement and it shall be Purchaser’s responsibility to determine whether the exchange property and the transaction qualifies as an exchange of property of “like kind’ within the meaning of the Internal Revenue Code, and Purchaser shall be solely responsible for the tax consequences to Purchaser of the exchange, it being agreed that Seller shall have no obligation or liability to Purchaser in connection therewith. The respective obligations of Seller and Purchaser under this Section 16.20 shall survive the Closing and shall not be merged therein.

Section 1031 Exchange. Purchaser may, without Seller’s consent, assign this Agreement to a qualified intermediary in order to facilitate Seller may structure the disposition of the Property as a like-kind exchange transaction, which includes the Property, pursuant to under Internal Revenue Code Section 1031 of the Internal Revenue Codeat Seller’s sole cost and expense. Seller further agrees to Purchaser shall reasonably cooperate with Purchaser in effecting such transactiontherein, provided that Purchaser shall incur no material costs, expenses or liabilities in connection with Seller’s exchange. Seller shall indemnify, defend and hold Purchaser harmless therefrom and Purchaser shall not be required to take title to or contract for purchase of any other property. If Seller uses a qualified intermediary to effectuate the exchange, any assignment of the rights or obligations of Seller hereunder shall not relieve, release or absolve Seller of its obligations to Purchaser. At Seller’s option, Seller may elect to extend the Closing Date for a period not to exceed thirty (30) days to promote its exchange; provided, such extension shall be at no cost to Purchaser. Seller shall indemnify, defend and hold harmless Purchaser from and against any and all liability arising from and out of Seller’s like-kind exchange. In addition, Purchaser may structure the purchase of the Property from Seller as a like-kind exchange transactionunder Internal Revenue Code Section 1031, at Purchaser’s sole cost and expense, whereby Purchaser will acquire the Property by use of the proceeds, in whole or in part, held by an exchange intermediary. Seller shall cooperate with Purchaser's conduct of the like-kind exchange, provided that all costs and expenses generated in connection with Purchaser’s like-kind exchange shall be borne solely by Purchaser, and Seller shall not be required to take title to or contract for the related documentationpurchase of any other property. Purchaser's use of a qualified intermediary to effectuate the exchange or any assignment of the rights or obligations of Purchaser hereunder shall not relieve, shall: (i) not require Seller release or absolve Purchaser of its obligations to expend any additional funds or execute any contract, make any commitment, or incur any obligations, contingent or otherwise, to third parties which would expand Seller’s obligations beyond this Agreement, (ii) not delay . In no event shall the Closing Date be extended or the transaction contemplated delayed by this Agreement, (iii) not release Purchaser or otherwise affect Purchaser’s obligation to perform in accordance with the terms hereof or any liability of the parties to one another under the terms of this Agreement, and (iv) not include Seller’s acquiring title to any property which is not the subject of this Agreementlike-kind exchange. Further, Purchaser shall indemnity indemnify, defend and hold harmless Seller from and against any and all liability arising from and out of such cooperation (including reasonable attorneys’ fees) which indemnity shall survive any closing hereunder or termination of this Agreement and Purchaser’s like-kind exchange. Purchaser agrees that it shall be Purchaser’s responsibility identify the Property as the replacement property in its written notice to determine whether the exchange property and the transaction qualifies as its qualified intermediary. In connection with an exchange of property of “like kind’ within by Seller, to the meaning extent permitted by the Lender, and without affecting Seller’s obligations under this Agreement, Seller may effect a partition of the Internal Revenue CodeProperty into a tenancy in common, and Purchaser shall which tenancy in common would be solely responsible for the tax consequences grantor/assignor etc under the various documents to Purchaser of the exchange, it being agreed that be delivered by Seller shall have no obligation or liability to Purchaser in connection therewith. The respective obligations of Seller and Purchaser under this Section 16.20 shall survive the Closing and shall not be merged thereinat Closing.

Section 1031 Exchange. Purchaser may, without Seller’s consent, assign this Agreement to Buyer may consummate the purchase of the Property as part of a qualified intermediary in order to facilitate a likeso-called like kind exchange transaction, which includes (the Property, "Exchange") pursuant to Section ss. 1031 of the Internal Revenue Code of 1986, as amended (the "Code. Seller further agrees to reasonably cooperate with Purchaser in effecting such transaction"), provided that any such exchange transaction, and the related documentation, shallthat: (ia) Closing shall not require Seller be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the Exchange be a condition precedent or condition subsequent to expend any additional funds or execute any contract, make any commitment, or incur any obligations, contingent or otherwise, to third parties which would expand Seller’s Buyer's obligations beyond under this Agreement, ; (iib) not delay Buyer shall effect the Closing or the transaction contemplated by this Agreement, (iii) not release Purchaser or otherwise affect Purchaser’s obligation to perform in accordance with the terms hereof or any liability of the parties to one another under the terms Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary, provided that such assignment shall not release Buyer of its obligations hereunder and that all Closing documents, including, without limitation, the Deed, Bill xx Sale and Assignment of Leases shall be directly between Buyer and Seller; (c) Seller shall not be required to take an assignment of the purchase agreement for other property or be required to acquire or hold title to, or any beneficial interest in, any real property for purposes of consummating the Exchange; and (ivd) Buyer shall pay any additional costs or expenses that would not include Seller’s acquiring title to any property which is otherwise have been incurred by Buyer or Seller had Buyer not consummated its purchase through the subject of this AgreementExchange. Further, Purchaser Seller shall indemnity Seller from and against all liability arising out of such cooperation (including reasonable attorneys’ fees) which indemnity shall survive any closing hereunder or termination of not by this Agreement and it shall or acquiescence to the Exchange have its rights under this Agreement affected or diminished in any manner or be Purchaser’s responsibility responsible for compliance with or be deemed to determine whether have warranted to Buyer that the exchange property and the transaction qualifies as an exchange of property of “like kind’ within the meaning Exchange in fact complies with ss. 1031 of the Internal Revenue CodeCode and Buyer, will rely solely and Purchaser exclusively on its own tax advice with respect thereto. Seller shall have the right to review and approve any documents to be solely responsible for executed by Seller in connection with the tax consequences to Purchaser of the exchangeExchange, it being agreed provided that Seller shall have no obligation to execute any documents or to undertake any action by which Seller would or might incur any liability to Purchaser or obligation not otherwise provided for in connection therewiththe other provisions of this Agreement. Buyer shall indemnify and defend Seller and hold Seller harmless from and against any and all claims, damages, liabilities, losses, costs and expenses, including, without limitation, attorneys' fees and costs, arising out of or in any way connected with the Exchange that Seller would not have incurred but for the Exchange. The parties hereto have executed this Agreement as of the respective obligations dates written below. SELLER: RREEF PERFORMANCE PARTNERSHIP - I, L.P., an Illinois limited partnership By: RREEF Performance Partnership-I, L.P., an Illinois limited partnership as its General Partner By: RREEF Capital, Incorporated, an Illinois corporation, as its General Partner By: ___________________________ Stepxxx X. Xxxxxx Its: Vice-President Date: ___________________, 1998 BUYER: PACIFIC GULF PROPERTIES INC., a Maryland corporation By: _________________________ Its: _________________________ Date: ___________________, 1998 By: _________________________ Its: _________________________ Date: ___________________, 1998 COUNTERPART SIGNATURE PAGE TO AGREEMENT OF PURCHASE AND SALE DATED AS OF OCTOBER 2, 1998 (TITLE COMPANY) Title Company agrees to act as escrow holder and title company in accordance with the terms of Seller this Agreement and Purchaser under this to act as the Reporting Person in accordance with Section 16.20 shall survive 6045(e) of the Closing Internal Revenue Code and shall not be merged therein.the regulations promulgated thereunder. CHICAGO TITLE COMPANY By: _________________________ Its: _________________________ Date: ___________________, 1998

Section 1031 Exchange. Purchaser may, without Seller’s consent, assign this Agreement to Buyer may consummate the purchase of the Property as part of a qualified intermediary in order to facilitate a likeso-called like kind exchange transaction, which includes (the Property, "Exchange") pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code. Seller further agrees to reasonably cooperate with Purchaser in effecting such transaction"), provided that any such exchange transaction, and the related documentation, shallthat: (ia) Closing shall not require Seller be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the Exchange be a condition precedent or condition subsequent to expend any additional funds or execute any contract, make any commitment, or incur any obligations, contingent or otherwise, to third parties which would expand Seller’s Buyer's obligations beyond under this Agreement, ; (iib) not delay Buyer shall effect the Closing or the transaction contemplated by this Agreement, (iii) not release Purchaser or otherwise affect Purchaser’s obligation to perform in accordance with the terms hereof or any liability of the parties to one another under the terms Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary, provided that such assignment shall not release Buyer of its obligations hereunder and that all Closing documents, including, without limitation, the Deed, Bill xx Sale and Assignment of Leases shall be directly between Buyer and Seller; (c) Seller shall not be required to take an assignment of the purchase agreement for other property or be required to acquire or hold title to, or any beneficial interest in, any real property for purposes of consummating the Exchange; and (ivd) Buyer shall pay any additional costs or expenses that would not include Seller’s acquiring title to any property which is otherwise have been incurred by Buyer or Seller had Buyer not consummated its purchase through the subject of this AgreementExchange. Further, Purchaser Seller shall indemnity Seller from and against all liability arising out of such cooperation (including reasonable attorneys’ fees) which indemnity shall survive any closing hereunder or termination of not by this Agreement and it shall or acquiescence to the Exchange have its rights under this Agreement affected or diminished in any manner or be Purchaser’s responsibility responsible for compliance with or be deemed to determine whether have warranted to Buyer that the exchange property and the transaction qualifies as an exchange of property of “like kind’ within the meaning Exchange in fact complies with Section 1031 of the Internal Revenue CodeCode and Buyer, will rely solely and Purchaser exclusively on its own tax advice with respect thereto. Seller shall have the right to review and approve any documents to be solely responsible for executed by Seller in connection with the tax consequences to Purchaser of the exchangeExchange, it being agreed provided that Seller shall have no obligation to execute any documents or to undertake any action by which Seller would or might incur any liability to Purchaser or obligation not otherwise provided for in connection therewiththe other provisions of this Agreement. The respective obligations of Buyer shall indemnify and defend Seller and Purchaser under this Section 16.20 shall survive hold Seller harmless from and against any and all claims, damages, liabilities, losses, costs and expenses, including, without limitation, attorneys' fees and costs, arising out of or in any way connected with the Closing and shall Exchange that Seller would not be merged thereinhave incurred but for the Exchange.

Section 1031 Exchange. Purchaser may, without Seller’s consent, assign this Agreement acknowledges that Seller may elect to a qualified intermediary transfer its interest in order the Property pursuant to facilitate a like-kind exchange transaction, which includes the Property, pursuant to qualifying under Section 1031 of the Internal Revenue CodeCode of 1986, as amended. Seller further Purchaser agrees to reasonably cooperate with Seller, subject to the limitations of this Section 14.3, in order to enable Seller to consummate the transfer of the Property as part of a like-kind exchange qualifying pursuant to Section 1031. The exchange is not to occur simultaneously with the conveyance of the Property and, therefore, Purchaser will, upon Seller's request, cooperate with Seller in effecting a "delayed exchange". Pursuant to a delayed exchange, Purchaser will acquire the Property from a third party designated by Seller who will be contractually bound to (i) acquire replacement property designated by Seller and (ii) transfer the designated replacement property to Seller as part of Seller's exchange with the third party; provided, that notwithstanding that Purchaser may acquire the Property from such transactionthird party, Crosspoint Atrium, Ltd. will remain obligated as the Seller under this Contract, and all representations, warranties, covenants, agreements and obligations which survive the Closing and are binding upon the Seller hereunder shall survive and continue as representations, warranties, covenants, agreements and obligations of Crosspoint Atrium, Ltd. To accomplish Seller's goal in either case, Purchaser shall execute or consent to such additional documents and transactions as may be reasonably requested by Seller, including, but not limited, to any assignments of documents or interest in the contemplated transactions, provided that any such exchange transaction, (a) there shall be no delay in the Closing Date and the related documentation, shall: consummation of the transactions contemplated in this Contract; (ib) Seller shall not require be released if the exchange fails for any reason and in such event only Seller shall remain obligated to expend consummate the transaction contemplated in this Contract; (c) Seller shall reimburse Purchaser for any and all costs reasonably incurred by Purchaser as a result of the exchange or attempted exchange; (d) Purchaser need not assume any additional funds liabilities or execute obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any contractrepresentations, make warranties, covenants, agreements or obligations hereunder as a result of the exchange or attempted exchange. Seller shall fully indemnify, defend and hold Purchaser harmless for, from and against any commitmentand all liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the transfer of title to the Property to Purchaser. Any Section 1031 exchange shall be consummated in such a manner that Purchaser shall not be required to acquire title to any real or personal property other than the Property, or incur any obligationsliability, contingent or otherwise, to third parties which would expand Seller’s obligations beyond this Agreement, (ii) not delay the Closing or the transaction contemplated by this Agreement, (iii) not release Purchaser or otherwise affect Purchaser’s obligation to perform in accordance with the terms hereof or any liability of the parties to one another under the terms of this Agreement, and (iv) not include Seller’s acquiring title to any property which is not the subject of this Agreement. Further, Purchaser shall indemnity Seller from and against all liability arising out of such cooperation (including reasonable attorneys’ fees) which indemnity shall survive any closing hereunder or termination of this Agreement and it shall be Purchaser’s responsibility to determine whether the exchange property and the transaction qualifies as an exchange of property of “like kind’ within the meaning of the Internal Revenue Code, and Purchaser shall be solely responsible for the tax consequences to Purchaser of the exchange, it being agreed that Seller shall have no obligation or liability to Purchaser in connection therewith. The respective obligations of Seller and Purchaser under this Section 16.20 shall survive the Closing and shall not be merged therein.

Section 1031 Exchange. Purchaser may, without Seller’s consent, assign this Agreement to Seller may convey the Property as part of a qualified intermediary in order to facilitate a like-kind tax deferred exchange transaction, which includes for the Property, benefit of Seller pursuant to Section 1031 of the Internal Revenue Code. With respect thereto, Seller may assign all of Seller’s contract rights and obligations hereunder to an exchange accommodation titleholder or a qualified intermediary, as part of, and in furtherance of, such tax deferred exchange. Seller shall have the right to direct the application of the portion of the Deposit allocable to the Property held by the Escrow Agent to the Qualified Intermediary as directed by the Qualified Intermediary as part of the exchange. Buyer agrees to assist and cooperate in such exchange for the benefit of Seller at no cost, expense or liability to Buyer and without reduction or alteration of the rights of Buyer under this Agreement; and Buyer further agrees to execute any and all documents (subject to the reasonable approval of Buyer’s legal counsel) as are reasonably cooperate necessary in connection with Purchaser in effecting such transaction, exchange at Seller’s sole expense provided that Buyer shall not be required to undertake any liability or obligation in so doing and provided that such exchange transactiondoes not extend the Closing Date. As part of such exchange, Seller shall convey the Property directly to Buyer and the Buyer shall not be obligated to acquire or convey any other property as part of such exchange. Further, in order for Seller’s owners/partners to accomplish a Section 1031 exchange, Seller may, immediately prior to Closing, assign this Agreement to such related documentationparties, shall: (i) not require Seller pursuant to expend any additional funds or execute any contractan instrument of assignment in form reasonably satisfactory to Buyer, make any commitment, or incur any obligations, contingent or otherwise, pursuant to third parties which would expand such assignee assumes Seller’s obligations beyond this Agreement, (ii) not delay the Closing or the transaction contemplated by this Agreement, (iii) not release Purchaser or otherwise affect Purchaser’s obligation to perform in accordance with the terms hereof or any liability of the parties to one another under the terms of this Agreement, and (iv) not include Seller’s acquiring title to any property which is not the subject of this Agreement. FurtherNotwithstanding the foregoing, Purchaser Seller shall indemnity remain liable for all obligations hereunder notwithstanding such assignment. Seller shall indemnify, hold harmless and defend Buyer from and against any and all liability arising out claims, demands, causes of such cooperation action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ feesfees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Buyer and arising out of Buyer’s participation in such exchange for the benefit of Seller, which indemnity obligation shall survive the Closing. Notwithstanding the foregoing, should Seller fail to effect a tax deferred exchange as contemplated in this Section 6 for any closing hereunder or termination reason, then the sale by Seller of the Property shall be consummated in accordance with terms and conditions of this Agreement and it just as though the provisions of this Section 6 had been omitted from this Agreement, except that Buyer shall be Purchaser’s responsibility reimbursed and indemnified from resulting costs and expenses as provided in this Section. Nothing contained in this Section 6 shall release Seller of any of its obligations or liabilities under this Agreement, whether accruing before, at or after Closing, nor shall anything contained in this Section 6 impose any liability or obligation on Buyer with respect to determine whether the exchange property and the transaction qualifies as an exchange of property of “like kind’ within the meaning of the Internal Revenue Code, and Purchaser shall be solely responsible for the tax consequences of this transaction to Purchaser of the exchange, it being agreed that Seller shall have no obligation or liability to Purchaser in connection therewith. The respective obligations of Seller and Purchaser under this Section 16.20 shall survive the Closing and shall not be merged thereinSeller.

Section 1031 Exchange. Purchaser may, without Seller’s consent, assign this Agreement to Purchaser's acquisition of the Property may be the acquisition of replacement property in a qualified intermediary in order to facilitate a like-qualifying exchange of like- kind exchange transaction, which includes the Property, pursuant to property under Section 1031 of the Internal Revenue Code, as amended (the "Exchange"), pursuant to Purchaser's separate exchange agreement with a qualified intermediary (the "Intermediary"). Seller further agrees to reasonably cooperate with Purchaser (without liability or cost to Seller) in effecting such transaction, provided that any such exchange transactionthe completion of the Exchange. Such cooperation shall include (i) the assignment of this Contract by Purchaser to the Intermediary, and the related documentation, shall: (i) not require Seller to expend any additional funds or execute any contract, make any commitment, or incur any obligations, contingent or otherwise, to third parties which would expand acknowledgment of such assignment by Seller’s obligations beyond this Agreement, (ii) not delay the Closing or acceptance of the transaction contemplated by this AgreementPurchase Price from the Intermediary, (iii) not release Purchaser or otherwise affect Purchaser’s obligation to perform in accordance with the terms hereof or any liability conveyance of the parties Property to one another under Purchaser pursuant to a written direction of the terms of this AgreementIntermediary, and (iv) the reassignment of this Contract to Purchaser from the Intermediary immediately following the completion of the Exchange, and the acknowledgment by Seller of such reassignment. In consideration for the cooperation of Seller, Seller shall not include Seller’s acquiring be liable for any acts or omissions (except for its willful misconduct) arising from its relationship with the Intermediary in accordance with this Contract. Upon receipt of title to the Property by Purchaser and payment of the consideration payable to the Seller or for its benefit, under this Contract, Seller shall not have any property which is not the subject of further obligations or responsibilities under this Agreement. Further, paragraph and Purchaser shall indemnity agrees to fully indemnify Seller from and against all any resulting liability arising out of such cooperation to third parties (including reasonable attorneys’ feesincluding, but not limited to, the Intermediary) which indemnity shall survive any closing hereunder or termination be effective from and after the date of this Agreement Contract, shall not merge with the Bargain and it Sale Deed and shall survive the Closing of this transaction. Purchaser shall in all events be responsible for all costs and expenses related to the Section 1031 exchange and shall fully indemnify, defend and hold Seller harmless for, from and against any and all liability, claims, damages, expenses (including, without limitation, reasonable attorneys and paralegal fees other than those incurred prior to Closing to review documents to facilitate the Section 1031 exchange), taxes, fees, proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to such Section 1031 exchange that would not have been incurred by Seller if the transaction did not involve a Section 1031 Exchange. The provisions of the immediately preceding sentence shall survive Closing and the sale of the Property to Purchaser. Any Section 1031 exchange shall be Purchaser’s responsibility to determine whether the exchange property and the transaction qualifies as an exchange consummated on behalf of property of “like kind’ within the meaning of the Internal Revenue Code, and Purchaser shall be solely responsible for the tax consequences to Purchaser of the exchange, it being agreed in such a manner that Seller shall have no obligation or liability not be required to Purchaser acquire title to any real property in connection therewith. The respective obligations of Seller and Purchaser under this Section 16.20 shall survive the Closing and shall not be merged therein13.17 Disclaimer. PURCHASER HEREBY ACKNOWLEDGES THAT PURCHASER IS AND SHALL BE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL LAWS, RULES AND REGULATIONS RELATED TO THE EXCHANGE. FURTHER, PURCHASER ACKNOWLEDGES THAT NEITHER SELLER NOR ANY OF ITS AGENTS, REPRESENTATIVES OR AFFILIATES HAS ADVISED PURCHASER, AND NO SUCH PERSON OR ENTITY HAS ANY OBLIGATION OR DUTY TO ADVISE PURCHASER, WITH RESPECT TO WHETHER THE TRANSACTION CONTEMPLATED BY THIS CONTRACT COMPLIES WITH THE LAWS, RULES AND REGULATIONS APPLICABLE TO THE EXCHANGE. FURTHER, PURCHASER ACKNOWLEDGES THAT IT HAS RELIED UPON ITS OWN TAX AND LEGAL COUNSEL IN DETERMINING COMPLIANCE WITH ALL LAWS, RULES AND REGULATIONS APPLICABLE TO THE EXCHANGE. THE PROVISIONS OF THIS SECTION 13.17 SHALL SURVIVE THE CLOSING OR TERMINATION OF THIS CONTRACT.

Section 1031 Exchange. Purchaser may, without Seller’s consent, assign this Agreement (a) Buyer and Seller shall cooperate in good faith to a qualified intermediary in order enable Seller to facilitate effectuate the sale of the Assets as part of a like-kind exchange transaction, which includes the Property, pursuant to Section 1031 of the Internal Revenue Code. Seller further agrees , as amended, including without limitation the assignment of Seller's rights under this Agreement to reasonably cooperate with Purchaser in effecting such transactiona qualified intermediary, provided that such tax-free exchange does not impose any material additional expenses upon Buyer. Buyer shall have no liability to Seller based on any failure of this transaction to qualify for treatment under Section 1031. Without limiting the foregoing, Buyer agrees that Seller may assign its rights under this Agreement to a qualified intermediary ("Seller's Qualified Intermediary") with whom Seller may enter into an exchange agreement providing for, inter alia, Seller's Qualified Intermediary's receipt of the Purchase Price. Notwithstanding any such exchange transaction, and the related documentation, shallassignment by Seller to Seller's Qualified Intermediary: (i) not require all representations, warranties, covenants, and agreements made in this Agreement by Buyer for the benefit of Seller to expend any additional funds or execute any contractshall remain for the benefit of, make any commitmentand shall be enforceable by, or incur any obligations, contingent or otherwise, to third parties which would expand Seller’s obligations beyond this Agreement, ; (ii) not delay the Closing or the transaction contemplated by Buyer shall remain liable to Seller for all of Buyer's obligations under this Agreement, ; (iii) such assignment shall not release Purchaser deprive Buyer of rights or otherwise affect Purchaser’s obligation to perform in accordance with the terms hereof benefits, or relieve Seller of any liability of the parties to one another obligations or liabilities, under the terms of this Agreement, and agreement; (iv) Buyer shall not include Seller’s acquiring title be obligated to any property which is not the subject of this Agreement. Further, Purchaser expend funds or incur obligations or liabilities in connection therewith; (v) Seller shall indemnity Seller indemnify and hold harmless Buyer from and against any and all liability lost, liability, cost and expense arising out of and resulting from any such cooperation (including reasonable attorneys’ fees) which indemnity shall survive any closing hereunder or termination of this Agreement and it shall be Purchaser’s responsibility to determine whether the exchange property and the transaction qualifies as an exchange of property of “like kind’ within the meaning of the Internal Revenue Code, and Purchaser shall be solely responsible for the tax consequences to Purchaser of the exchange, it being agreed that Seller shall have no obligation or liability to Purchaser in connection therewith. The respective obligations of Seller and Purchaser under this Section 16.20 shall survive the Closing and shall not be merged thereintransaction.