Common use of Section 1031 Exchange Clause in Contracts

Section 1031 Exchange. Either party (such party, the “Exchange Party”) may consummate the purchase of the Property as part of a so-called “like kind” exchange (“Exchange”), including a “reverse” exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (“Code”), provided that: (i) the Closing shall not 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 the Exchange Party’s obligations under this Agreement; (ii) the Exchange Party shall effect the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary and otherwise in complete compliance with the terms and provisions of this Agreement; (iii) if Purchaser is the Exchange Party, then Seller shall not 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 for purposes of consummating the Exchange or otherwise incur any liability in connection with an Exchange; and (iv) the Exchange Party shall pay any additional costs that would not otherwise have been incurred by the non-Exchange Party had the Exchange Party not consummated the transaction through an Exchange. Neither party shall by the terms set forth in this Section 10.24 or acquiescence to the Exchange (a) have its rights under this Agreement affected or diminished in any manner or (b) be responsible for compliance with or be deemed to have warranted to the Exchange Party that the Exchange in fact complies with Section 1031 of the Code or any other applicable law, rule or regulation. Subject always to the foregoing, each party agrees to cooperate with the other party to effect the Exchange.

Section 1031 Exchange. Either party Each Party shall have the right to elect to effect a tax-deferred exchange under Code Section 1031 (such party, the “Exchange Party”) may consummate the purchase of the Property as part of a so-called “like kind” exchange (an “Exchange”)) for the Purchased Assets at any time prior to the Closing Date. If such Party elects to effect an Exchange, including a “reverse” exchange pursuant the other Party agrees to Section 1031 of cooperate with such Party to accommodate such other Party in effectuating the Internal Revenue Code of 1986Exchange and to execute escrow instructions, as amended (“Code”)documents, agreements or instruments to effect the Exchange, provided that: (i) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the an Exchange be a condition precedent or condition subsequent to the Exchange exchanging Party’s obligations under this Agreement and the exchanging Party’s failure or inability to consummate an exchange for any reason or for no reason at all shall not be deemed to excuse or release the exchanging Party from its obligations under this Agreement; , (ii) the Exchange exchanging Party shall effect the its Exchange through an assignment of this Agreement, or its rights or obligations under this Agreement, to a qualified intermediary and otherwise in complete compliance with intermediary, but such assignment shall not release the terms and provisions exchanging Party from any of its liabilities or obligations to the non-exchanging Party under this Agreement or expand any liabilities or obligations of the non-exchanging Party under this Agreement; , (iii) if Purchaser is the Exchange Party, then Seller no Party shall not be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the Exchange or otherwise incur any liability in connection with an Exchangeother Party; and (iv) the Exchange exchanging Party shall pay any additional costs costs, expenses, fees or liabilities that would not otherwise have been incurred by the non-Exchange exchanging Party had the Exchange exchanging Party not consummated the transaction through an ExchangeExchange and the exchanging Party shall indemnify the non-exchanging Party against any such additional costs or liabilities (including reasonable attorney’s fees). Neither party No Party shall by the terms set forth in this Section 10.24 Agreement or acquiescence to an Exchange desired by the Exchange (a) other Party have its rights under this Agreement affected or diminished in any manner or (b) be responsible for compliance with or be deemed to have warranted to the Exchange exchanging Party that the its Exchange in fact complies with Section 1031 of the Code or any other applicable law, rule or regulation. Subject always to the foregoing, each party agrees to cooperate with the other party to effect the ExchangeCode.

Section 1031 Exchange. Either party (Each Party agrees to cooperate with the other Party to accommodate such party, the “Exchange Party”) may consummate the purchase of the Property as part of other Party in effectuating a so-called “like kind” kind exchange (an “Exchange”), including a “reverse” exchange pursuant to ) under Section 1031 of the Internal Revenue Code in connection with the purchase and sale of 1986, as amended (“Code”)the Purchased Assets, provided that: (i) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the an Exchange be a condition precedent or condition subsequent to the Exchange exchanging Party’s obligations under this Agreement and the exchanging Party’s failure or inability to consummate an exchange for any reason or for no reason at all shall not be deemed to excuse or release the exchanging Party from its obligations under this Agreement; (ii) the Exchange exchanging Party shall effect the its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary and otherwise in complete compliance with intermediary, but such assignment shall not release the terms and provisions exchanging Party from any of its Liabilities to the non-exchanging Party under this Agreement or expand any Liabilities of the non-exchanging Party under this Agreement; (iii) if Purchaser is the Exchange Party, then Seller no Party shall not be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the Exchange or otherwise incur any liability in connection with an Exchangeother Party; and (iv) the Exchange exchanging Party shall pay any additional costs that would not otherwise have been incurred by the non-Exchange exchanging Party had the Exchange exchanging Party not consummated the transaction through an ExchangeExchange and the exchanging Party shall indemnify the non-exchanging Party against any such additional costs or liabilities. Neither party No Party shall by the terms set forth in this Section 10.24 Agreement or acquiescence to an Exchange desired by the Exchange (a) other Party have its rights under this Agreement affected or diminished in any manner or (b) be responsible for compliance with or be deemed to have warranted to the Exchange exchanging Party that the its Exchange in fact complies with Section 1031 of the Code or any other applicable law, rule or regulation. Subject always to the foregoing, each party agrees to cooperate with the other party to effect the ExchangeCode.

Section 1031 Exchange. Either party (Each Party agrees to cooperate with any other Party to accommodate such party, the “Exchange Party”) may consummate the purchase of the Property as part of other Party in effecting a so-called “like kind” kind exchange (an “Exchange”), including a “reverse” exchange ) pursuant to Section 1031 of the United States Internal Revenue Code in connection with the purchase and sale of 1986, as amended (“Code”)the Assets, provided that: (ia) the Closing shall not be delayed or affected by reason of the Exchange Exchange, nor shall the consummation or accomplishment of the an Exchange be a condition precedent or condition subsequent to the Exchange exchanging Party’s obligations under this Agreement and the exchanging Party’s failure or inability to consummate an exchange for any reason or for no reason at all shall not be deemed to excuse or release the exchanging Party from its obligations under this Agreement; , (iib) the Exchange exchanging Party shall effect the its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary and otherwise (as defined in complete compliance with Treasury Regulation section 1.1031(k)-1(g)(4)) or an exchange accommodation titleholder (as defined in Rev. Proc. 2000-37), as applicable, but any such assignment shall not release the terms and provisions exchanging Party from any of its liabilities or obligations to the non-exchanging Parties under this Agreement or expand any liabilities or obligations of the non-exchanging Parties under this Agreement; , (iiic) if Purchaser is the Exchange Party, then Seller non-exchanging Parties shall not be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the Exchange or otherwise incur any liability in connection with an Exchangeexchanging Party; and (ivd) the Exchange exchanging Party shall pay any additional costs that would not otherwise have been incurred by the non-Exchange Party exchanging Parties had the Exchange exchanging Party not consummated the transaction through an ExchangeExchange and the exchanging Party shall indemnify the non-exchanging Parties against any such additional costs or liabilities. Neither party No non-exchanging Party shall by the terms set forth in this Section 10.24 Agreement or acquiescence to the an Exchange (a) desired by an exchanging Party have its rights under this Agreement affected or diminished in any manner or (b) be responsible for compliance with or be deemed to have warranted to the Exchange exchanging Party that the its Exchange in fact complies with Section 1031 of the Code or any other applicable law, rule or regulation. Subject always to the foregoing, each party agrees to cooperate with the other party to effect the ExchangeUnited States Internal Revenue Code.

Section 1031 Exchange. Either party (Each Party agrees to cooperate with the other Party to accommodate such party, the “Exchange Party”) may consummate the purchase of the Property as part of other Party in effectuating a so-called “like kind” kind exchange (an “Exchange”), including a “reverse” exchange pursuant to ) under Section 1031 of the Internal Revenue Code in connection with the purchase and sale of 1986, as amended (“Code”)the Purchased Assets, provided that: (i) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the an Exchange be a condition precedent or condition subsequent to the Exchange exchanging Party’s obligations under this Agreement and the exchanging Party’s failure or inability to consummate an exchange for any reason or for no reason at all shall not be deemed to excuse or release the exchanging Party from its obligations under this Agreement; (iii) the Exchange exchanging Party shall effect the its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary and otherwise in complete compliance with intermediary, but such assignment shall not release the terms and provisions exchanging Party from any of its Liabilities to the non- exchanging Party under this Agreement or expand any Liabilities of the non-exchanging Party under this Agreement; (iii) if Purchaser is the Exchange Party, then Seller no Party shall not be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the Exchange or otherwise incur any liability in connection with an Exchangeother Party; and (iv) the Exchange exchanging Party shall pay any additional costs that would not otherwise have been incurred by the non-Exchange exchanging Party had the Exchange exchanging Party not consummated the transaction through an ExchangeExchange and the exchanging Party shall indemnify the non-exchanging Party against any such additional costs or liabilities. Neither party No Party shall by the terms set forth in this Section 10.24 Agreement or acquiescence to an Exchange desired by the Exchange (a) other Party have its rights under this Agreement affected or diminished in any manner or (b) be responsible for compliance with or be deemed to have warranted to the Exchange exchanging Party that the its Exchange in fact complies with Section 1031 of the Code or any other applicable law, rule or regulationCode. Subject always to the foregoing, each party agrees to cooperate with the other party to effect the Exchange.Asset Purchase Agreement between Proprietary and Confidential

Section 1031 Exchange. Either party (Each Party agrees to cooperate with the other Party to accommodate such party, the “Exchange Party”) may consummate the purchase of the Property as part of other Party in effectuating a so-called “like kind” kind exchange (an “Exchange”), including a “reverse” exchange pursuant to ) under Section 1031 of the Internal Revenue Code in connection with the purchase and sale of 1986, as amended (“Code”)the Purchased Assets, provided that: (i) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the an Exchange be a condition precedent or condition subsequent to the Exchange exchanging Party’s obligations under this Agreement and the exchanging Party’s failure or inability to consummate an exchange for any reason or for no reason at all shall not be deemed to excuse or release the exchanging Party from its obligations under this Agreement; (iii) the Exchange exchanging Party shall effect the its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary and otherwise in complete compliance with intermediary, but such assignment shall not release the terms and provisions exchanging Party from any of its Liabilities to the non- exchanging Party under this Agreement or expand any Liabilities of the non-exchanging Party under this Agreement; (iii) if Purchaser is the Exchange Party, then Seller no Party shall not be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the Exchange or otherwise incur any liability in connection with an Exchangeother Party; and (iv) the Exchange exchanging Party shall pay any additional costs that would not otherwise have been incurred by the non-Exchange exchanging Party had the Exchange exchanging Party not consummated the transaction through an ExchangeExchange and the exchanging Party shall indemnify the non-exchanging Party against any such additional costs or liabilities. Neither party No Party shall by the terms set forth in this Section 10.24 Agreement or acquiescence to an Exchange desired by the Exchange (a) other Party have its rights under this Agreement affected or diminished in any manner or (b) be responsible for compliance with or be deemed to have warranted to the Exchange exchanging Party that the its Exchange in fact complies with Section 1031 of the Code or any other applicable lawCode. Asset Purchase Agreement between Xxxxxxx Resources, rule or regulation. Subject always to the foregoing, each party agrees to cooperate with the other party to effect the Exchange.Inc. and Xxxxx Xxxxxxxx 12 Proprietary and Confidential Intended for Addressee Only

Section 1031 Exchange. Either party and each entity which is a tenant-in-common of the Property that constitutes part of “Seller” (such partyeach, the a “Exchange PartyTIC Entity”) may consummate the purchase or sale of the Property as part of a so-called “like kind” kind exchange (an “Exchange”), including a “reverse” exchange ) pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: that (i) the Closing shall not be delayed or affected by reason of the an Exchange nor shall the consummation or accomplishment of the any Exchange be a condition precedent or condition subsequent to the Exchange Partya party’s obligations under this Agreement; (ii) the any party desiring an Exchange Party shall effect the its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary and otherwise in complete compliance with the terms and provisions of this Agreement; (iii) if Purchaser is the Exchange Party, then Seller other party shall not be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating the Exchange or otherwise incur any liability in connection with an such Exchange; and (iviii) the party desiring an Exchange Party shall pay any additional out-of-pocket costs that would not otherwise have been incurred by Purchaser or Seller after the non-Exchange Party date hereof had the Exchange Party such party not consummated the transaction its purchase or sale through an Exchange. Neither party shall by the terms set forth in this Section 10.24 agreement or acquiescence to an Exchange desired by the Exchange other party (a1) have its rights under this Agreement affected or diminished in any manner or (b2) be responsible for compliance with or be deemed to have warranted to the Exchange Party other party that the such party’s Exchange in fact complies with Section 1031 of the Code or any other applicable lawCode. In connection with such cooperation, rule or regulation. Subject always Seller agrees, upon request of Purchaser, to “direct deed” for actual interests in the foregoingproperty to a single designee of Purchaser, each party and Purchaser agrees to cooperate with enter into an acknowledgement of the other party assignment of the rights (but not the obligations) of any TIC Entity to effect the Exchangea qualified intermediary in customary form to facilitate an Exchange by such TIC Entity.

Section 1031 Exchange. Either party ASSIGNOR and ASSIGNEE hereby agree that ASSIGNEE 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 (such party, the “Exchange Party”as that term is defined in Section 1.1031(k)-1(g)(4)(v) may consummate the purchase of the Property as part Treasury Regulations) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a solike-called “like kind” exchange (“Exchange”), including a “reverse” kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended amended, (“"Code”"). Likewise, provided that: (i) ASSIGNOR shall have the right at any time prior to Closing shall not be delayed to assign all or affected by reason a portion of the Exchange nor shall the consummation or accomplishment of the Exchange be a condition precedent or condition subsequent to the Exchange Party’s obligations under this Agreement; (ii) the Exchange Party shall effect the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary and otherwise in complete compliance with the terms and provisions of this Agreement; (iii) if Purchaser is the Exchange Party, then Seller shall not 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 for purposes of consummating the Exchange or otherwise incur any liability in connection with an Exchange; and (iv) the Exchange Party shall pay any additional costs that would not otherwise have been incurred by the non-Exchange Party had the Exchange Party not consummated the transaction through an Exchange. Neither party shall by the terms set forth in this Section 10.24 or acquiescence to the Exchange (a) have its rights under this Agreement affected to a Qualified Intermediary for the same purpose. In the event either Party assigns its rights under this Agreement pursuant to this Section 2.7, such Party agrees to notify the other Party in writing of such assignment at or diminished before Closing. If ASSIGNOR assigns its rights under this Agreement for this purpose, ASSIGNEE agrees to (i) consent to ASSIGNOR's assignment of its rights in this Agreement in form attached hereto as Exhibit "B-1", and (ii) pay the Purchase Price into a qualified escrow or qualified trust account at Closing as directed in writing. If ASSIGNEE assigns its rights under this Agreement for this purpose, ASSIGNOR agrees to (i) consent to ASSIGNEE's assignment of its rights in this Agreement in the form of Exhibit "B-2", (ii) accept the Purchase Price from the qualified escrow or qualified trust account at Closing, and (iii) at Closing, convey and assign directly to ASSIGNEE the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. ASSIGNOR and ASSIGNEE acknowledge and agree that any manner assignment of this Agreement to a Qualified Intermediary shall not release either Party from any of their respective liabilities and obligations to each other under this Agreement, and that neither Party represents to the other that any particular tax treatment will be given to either Party as a result thereof. ASSIGNOR agrees to indemnify and hold ASSIGNEE harmless from and against any and all claims, demands, causes of actions, liabilities, penalties, judgements, assessments, and expenses (including reasonable attorneys' fees and costs) asserted against or (b) be responsible for compliance incurred by ASSIGNEE in connection with or be deemed to have warranted to the Exchange Party that the Exchange in fact complies with Section 1031 as a consequence of the Code or its facilitation of any other applicable law, rule or regulation. Subject always to the foregoing, each party agrees to cooperate with the other party to effect the Exchangesuch like-kind exchange.

Section 1031 Exchange. Either party (agrees to cooperate with the other party to accommodate such party, the “Exchange Party”) may consummate the purchase of the Property as part of other party in effectuating a so-called “like kind” kind exchange (an “Exchange”), including a “reverse” exchange ) pursuant to Section 1031 of the Internal Revenue Code in connection with the purchase and sale of 1986, as amended (“Code”)the Assets, provided that: (i) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the an Exchange be a condition precedent or condition subsequent to the Exchange Partyexchanging party’s obligations under this Agreement and the exchanging party’s failure or inability to consummate an exchange for any reason or for no reason at all shall not be deemed to excuse or release the exchanging party from its obligations under this Agreement; , (ii) the Exchange Party exchanging party shall effect the its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary and otherwise in complete compliance with intermediary, but such assignment shall not release the terms and provisions exchanging party from any of its liabilities or obligations to the non-exchanging party under this Agreement or expand any liabilities or obligations of the non-exchanging party under this Agreement; , (iii) if Purchaser is the Exchange Party, then Seller neither party shall not be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the Exchange or otherwise incur any liability in connection with an Exchangeother party; and (iv) the Exchange Party exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-Exchange Party exchanging party had the Exchange Party exchanging party not consummated the transaction through an ExchangeExchange and the exchanging party shall indemnify the non-exchanging party against any such additional costs or liabilities. Neither party shall by the terms set forth in this Section 10.24 Agreement or acquiescence to an Exchange desired by the Exchange (a) other party have its rights under this Agreement affected or diminished in any manner or (b) be responsible for compliance with or be deemed to have warranted to the Exchange Party exchanging party that the its Exchange in fact complies with Section 1031 of the Code or any other applicable law, rule or regulation. Subject always to the foregoing, each party agrees to cooperate with the other party to effect the ExchangeCode.

Section 1031 Exchange. Either A. Notwithstanding anything contained herein to the contrary, in accordance with the terms set forth herein, either party (such partythe "Exchanging Party") shall be entitled, at its option, to structure the “Exchange Party”) may consummate the purchase transfer of the Property Portfolio (or any portion thereof) from the Sellers to Purchaser as part of a so-called “like kind” exchange (“Exchange”), including a “reverse” exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (“Code”), provided that: (i) the Closing shall not 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 the Exchange Party’s obligations under this Agreement; (ii) the Exchange Party shall effect the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary and otherwise in complete compliance with the terms and provisions of this Agreement; (iii) if Purchaser is the Exchange Party, then Seller shall not 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 for purposes of consummating the Exchange or otherwise incur any liability in connection with an Exchange; and (iv) the Exchange Party shall pay any additional costs that would not otherwise have been incurred by the non-Exchange Party had the Exchange Party not consummated the transaction through an Exchange. Neither party shall by the terms set forth in this Section 10.24 or acquiescence to the Exchange (a) have its rights simultaneous tax-deferred "like-kind" exchange under this Agreement affected or diminished in any manner or (b) be responsible for compliance with or be deemed to have warranted to the Exchange Party that the Exchange in fact complies with Section 1031 of the Code (a "Like-Kind Exchange") with respect to the Exchanging Party involving, in whole or part, real property other than the Portfolio (or any portion thereof). B. If the Exchanging Party desires to effectuate a tax-free exchange as aforesaid, the Exchanging Party shall so notify the other applicable law, rule or regulation. Subject always party (the "Cooperating Party") no later than five (5) business days prior to the foregoingClosing Date and shall at that time present to the Cooperating Party a written "Like-Kind Exchange Agreement" in form reasonably acceptable to both parties and which both parties shall execute. The Like-Kind Exchange Agreement shall provide, each party agrees to among other things, that the Sellers shall receive at the Closing the Purchase Price. More generally, although the Cooperating Party shall reasonably cooperate with the Exchanging Party to assist the Exchanging Party in accomplishing a Like-Kind Exchange, by so cooperating, the Cooperating Party shall incur no extra expense, no delays and no extra risks, and the Like-Kind Exchange Agreement shall contain such indemnities and other party provisions as will reasonably insulate the Cooperating Party from liability in connection with the Like-Kind Exchange. The Cooperating Party makes no representations or warranties to effect the ExchangeExchanging Party concerning the tax consequences of the Exchanging Party's actions in this regard. Apart from the obligation to sign the Like-Kind Exchange Agreement and convey or acquire (as the case may be) the Portfolio as provided herein, the Cooperating Party shall have no obligation or liability in connection with the Like-Kind Exchange and the Exchanging Party shall indemnify and hold the Cooperating Party harmless from any damages, liability and claims, including reasonable attorney's fees incurred by the Cooperating Party, in connection therewith. The parties hereby agree that the Cooperating Party shall not take title to any real estate other than the Portfolio (or any portion thereof).

Section 1031 Exchange. Either party If Seller or Buyer (such party, the “Exchange Requesting Party”) may consummate the purchase of the Property as part of wishes to effect a soqualifying tax-called “like kind” deferred exchange (“Exchange”), including a “reverse” exchange or exchanges pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), then the other party (the “Cooperating Party”) shall reasonably cooperate with the Requesting Party and any escrow holder or exchange facilitator selected by the Requesting Party to effect the same, either through assignment by the Requesting Party of the rights (but not the obligations) of the Requesting Party under this Agreement to a qualified intermediary or through other means determined by the Requesting Party, and the Cooperating Party shall execute such documents as may be reasonably requested by the Requesting Party, provided that: that notwithstanding anything herein to the contrary (i) the Closing Requesting Party’s election to effect a tax-deferred exchange shall not 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 create any additional conditions to the Exchange Party’s obligations under this Agreement; Closing, (ii) the Exchange Cooperating Party shall effect the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary and otherwise in complete compliance with the terms and provisions of this Agreement; (iii) if Purchaser is the Exchange Party, then Seller shall not 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 for purposes of consummating other than the Exchange Property, (iii) the Closing Date shall not be extended or otherwise incur any liability delayed in connection with an Exchange; and consummation of such exchange(s), (iv) the Exchange Party shall pay any additional costs that would not otherwise have been incurred by the non-Exchange Party had the Exchange Party not consummated the transaction through an Exchange. Neither party shall by the terms set forth in this Section 10.24 neither Buyer nor Seller will be relieved of its duties or acquiescence to the Exchange (a) have its rights obligations under this Agreement affected or diminished the closing documents executed in connection with this Agreement by virtue of such exchange(s), and (v)the Cooperating Party shall not be obligated to incur any manner additional liability or (b) be responsible for compliance with or be deemed to have warranted to the Exchange Party that the Exchange in fact complies with Section 1031 financial obligations as a consequence of the Code Requesting Party’s exchange(s) other than typical, reasonable expenses to review proposed exchange documentation. The Requesting Party, in electing to structure the acquisition/sale as an exchange, shall have the right to substitute, assign, or delegate its rights and duties to one or more entities or persons who will be the Requesting Party’s qualified intermediary as or buyer, as the case may be, in such party’s place and stead; provided, however, the Requesting Party shall remain liable for any other applicable law, rule or regulation. Subject always to the foregoing, each party agrees to cooperate with the other party to effect the Exchangebreach of this Agreement.

Section 1031 Exchange. Either party (such partyEach Party shall cooperate fully, to the “Exchange extent reasonably requested by any other Party”) may consummate the purchase , in connection with accommodating an exchange as provided for under Section 1031 or similar section of the Property as part of a so-called “like kind” exchange Code and any corresponding state income tax provision (“Like-Kind Exchange”). Each Party reserves the right, including at or prior to Closing, to assign its rights under this Agreement to a “reverse” qualified intermediary (as that term is defined in Treasury Regulation Section 1.1031(k)-1(g)(4)(iii)) or an exchange pursuant to Section 1031 of the accommodation titleholder (as that term is defined in Internal Revenue Code Service Procedure 2000-37) to accomplish this transaction, in whole or in part, in a manner that will comply with the requirements of 1986a Like-Kind Exchange. Each Party hereby agrees to (a) consents to any other Party’s assignment of its rights in this Agreement with respect to the Like-Kind Exchange Assets and (b) if such an assignment is made, as amended (“Code”), use reasonable efforts to cooperate with such other Party in the completion of such Like-Kind Exchange; provided that: (i) that the Closing shall not be delayed or affected by reason of the Like-Kind Exchange. Each Party acknowledges and agrees that a whole or partial assignment by such Party of this Agreement in connection with a Like-Kind Exchange nor shall not release such Party from any of its respective liabilities and obligations to the consummation other Parties or accomplishment expand any liabilities or obligations of the Exchange be a condition precedent or condition subsequent to the Exchange Party’s obligations other Parties under this Agreement; (ii) the Exchange . No Party shall effect the Exchange through an assignment of this Agreement, or its rights under this Agreement, be obligated to a qualified intermediary and otherwise in complete compliance with the terms and provisions of this Agreement; (iii) if Purchaser is the Exchange Party, then Seller shall not 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 for purposes of consummating the Exchange or otherwise incur any liability in connection with an Exchange; and (iv) the Exchange Party shall pay any additional costs that would not otherwise have been incurred by or incur any additional obligations in its purchase or sale, as applicable, of the nonAssets if such costs are the result of any other Party’s Like-Kind Exchange, and the Party electing Like-Kind Exchange Party had treatment shall indemnify the Exchange Party not consummated the transaction through an other Parties and their respective Indemnified Parties hereunder against any Claims arising from such electing Party’s Like-Kind Exchange. Neither No representations are made that any particular tax treatment will be given to either party shall by the terms set forth in this Section 10.24 or acquiescence to the Exchange (a) have its rights under this Agreement affected or diminished in any manner or (b) be responsible for compliance with or be deemed to have warranted to the Exchange Party that the Exchange in fact complies with Section 1031 as a result of the Code or any other applicable law, rule or regulation. Subject always to the foregoing, each party agrees to cooperate with the other party to effect the Like-Kind Exchange.

Section 1031 Exchange. Either party (such party, the “Exchange Party”) The Xxxxxxx-Xxxxx Parties and Buyer agree that Real Estate Seller and Buyer may consummate the purchase elect to sell/acquire all or a portion of the Owned Real Property as part of a so-called “like kind” exchange (“Exchange”), including a “reverse” exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (“Code”), provided that: (i) the Closing shall not 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 the Exchange Party’s obligations under this Agreement; (ii) the Exchange Party shall effect the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary and otherwise in complete compliance with the terms and provisions of this Agreement; (iii) if Purchaser is the Exchange Party, then Seller shall not 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 for purposes of consummating the Exchange or otherwise incur any liability in connection with an Exchange; and (iv) the Exchange Party shall pay any additional costs that would not otherwise have been incurred by the nona tax-Exchange Party had the Exchange Party not consummated the transaction through an Exchange. Neither party shall by the terms set forth in this Section 10.24 or acquiescence to the Exchange (a) have its rights deferred exchange under this Agreement affected or diminished in any manner or (b) be responsible for compliance with or be deemed to have warranted to the Exchange Party that the Exchange in fact complies with Section 1031 of the Code and the Treasury Regulations promulgated thereunder (a “Like-Kind Exchange”). Provided the other party incurs no costs or any other applicable lawliabilities thereby, rule or regulation. Subject always and that the requesting party provides timely notice to the foregoingother party, each the other party agrees to cooperate take such steps as the party desiring to complete such a Like-Kind Exchange may reasonably request as required to enable it to complete a Like-Kind Exchange including, without limitation, (i) if Buyer is the requesting party, the Real Estate Seller agrees to accept payment of all or a portion of the Real Estate Purchase Consideration from a Qualified Intermediary (a “QI”) in accordance with Treasury Regulations Section 1.1031(k)-1(g)(4), and (ii) if the Real Estate Seller is the requesting party, Buyer agrees to accept title to the Owned Real Property from a QI in accordance with Treasury Regulations Section 1.1031(k)-1(g)(4). In no event, however, shall Buyer or the Real Estate Seller be obligated to acquire title to any other property whether by deed or contract right, for the benefit of the other party or its assignee. The Xxxxxxx-Xxxxx Parties and Buyer acknowledge and agree that a whole or partial assignment of this Agreement to effect a QI shall not release either the Xxxxxxx-Xxxxx Parties or Buyer from, or expand, any of their respective liabilities and obligations to each other under this Agreement. The party requesting a Like-Kind Exchange shall (1) be responsible for the arrangement of the structure for the exchange, compliance with time limits on Like-Kind Exchanges, the preparation of appropriate documents to complete the transaction and all additional costs directly related to structuring the transaction as a Like-Kind Exchange, and (2) defend, indemnify and hold the other party free and harmless from all Damages arising out of or in connection any Like-Kind Exchange transaction attempted by the requesting party pursuant to this paragraph.