Common use of Section 1031 Exchange Clause in Contracts

Section 1031 Exchange. Purchaser agrees to reasonably cooperate with Seller if Seller attempts to effect an exchange ("EXCHANGE") under Section 1031 of the Internal Revenue Code of 1986, as amended (the "CODE") in connection with the Seller's sale of the Property provided the following conditions are satisfied: (1) Seller shall pay all costs and expenses (including reasonable attorneys' fees and related expenses) incurred by Purchaser solely because of Seller's attempts to effect an Exchange in connection with Seller's sale of the Property; (2) the Exchange shall not affect the Purchase Price or any other amount payable hereunder by Purchaser, nor shall the exchange change the manner or timing of payment of such sums, nor shall Purchaser have its rights under this Agreement affected or diminished in any manner by the exchange, (3) Seller's obligations hereunder to close the sale of the Property shall not be conditioned or contingent upon Seller successfully effecting an Exchange; and (4) Seller shall indemnify and hold harmless Purchaser from and against any loss, cost, damage or expense (including attorneys' fees and related expenses) incurred by Purchaser as a result of the cooperation of Purchaser with an actual or contemplated Exchange and the foregoing indemnification obligation shall survive the closing of such Exchange. Purchaser shall not be responsible for compliance with or be deemed to have warranted to Seller that the Exchange in fact complies with Section 1031 of the Code. This Section shall survive the Closing.

Section 1031 Exchange. Purchaser agrees acknowledges that Seller may elect to reasonably cooperate with Seller if Seller attempts transfer its interest in the Property pursuant to effect an a like-kind exchange ("EXCHANGE") qualifying under Section 1031 of the Internal Revenue Code of 1986, as amended (amended. Purchaser agrees to reasonably cooperate with Seller, subject to the "CODE") limitations of this Section 14.3, in connection with order to enable Seller to consummate the Seller's sale 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 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 third 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 (a) there shall be no delay in the following conditions are satisfied: Closing Date and the consummation of the transactions contemplated in this Contract; (1b) Seller shall pay all costs not be released if the exchange fails for any reason and expenses (including reasonable attorneys' fees and related expenses) incurred by Purchaser solely because of Seller's attempts in such event only Seller shall remain obligated to effect an Exchange consummate the transaction contemplated in connection with Seller's sale of the Propertythis Contract; (2) the Exchange shall not affect the Purchase Price or any other amount payable hereunder by Purchaser, nor shall the exchange change the manner or timing of payment of such sums, nor shall Purchaser have its rights under this Agreement affected or diminished in any manner by the exchange, (3) Seller's obligations hereunder to close the sale of the Property shall not be conditioned or contingent upon Seller successfully effecting an Exchange; and (4c) Seller shall indemnify reimburse Purchaser for any and hold harmless Purchaser from and against any loss, cost, damage or expense (including attorneys' fees and related expenses) all costs reasonably incurred by Purchaser as a result of the cooperation exchange or attempted exchange; (d) Purchaser need not assume any additional liabilities or obligations as a result of the exchange or attempted exchange; and (e) Seller shall not be released from any representations, 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 and 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 an actual or contemplated Exchange in any manner related to such Section 1031 exchange or attempted exchange. The provisions of the immediately preceding sentence shall survive Closing and the foregoing indemnification obligation transfer of title to the Property to Purchaser. Any Section 1031 exchange shall survive the closing of be consummated in such Exchange. a manner that Purchaser shall not be responsible for compliance with required to acquire title to any real or be deemed to have warranted to Seller that personal property other than the Exchange Property, or incur any liability, in fact complies with Section 1031 of the Code. This Section shall survive the Closingconnection therewith.