Common use of Section 1031 Like-Kind Exchange Clause in Contracts

Section 1031 Like-Kind Exchange. Seller and Buyer hereby agree that Seller shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the 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 like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended. Likewise, Buyer shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. If Seller assigns all or any of its rights under this Agreement for this purpose, Buyer agrees to (a) consent to Seller’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Buyer, and (b) pay the Purchase Price (or a designated portion thereof as specified by Seller) into a qualified escrow or qualified trust account at Closing as directed in writing. If Buyer assigns all or any of its rights under this Agreement for this purpose, Seller agrees to (i) consent to Buyer’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Seller, (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 Assets (or any portion thereof) as directed by Buyer. Seller and Buyer acknowledge and agree that any assignment of this Agreement (or any rights hereunder) to a Qualified Intermediary shall not release any Party from any of its respective liabilities and obligations hereunder, and that neither Party represents to the other Party that any particular tax treatment will be given to any Party as a result thereof. The Party electing to assign all or any of its rights under this Agreement pursuant to this Section 2.04 shall defend, indemnify, and hold harmless the other Party and its Affiliates from all Claims relating to such election.

Section 1031 Like-Kind Exchange. Seller and Buyer hereby agree that Seller shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the 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 like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended. Likewise, Buyer shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. If Seller assigns all or any of its rights under this Agreement for this purpose, Buyer agrees to (a) consent to Seller’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Buyer, and (b) pay the Purchase Price (or a designated portion thereof as specified by Seller) into a qualified escrow or qualified trust account at Closing as directed in writing. If Buyer assigns all or any of its rights under this Agreement for this purpose, Seller agrees to (i) consent to Buyer’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Seller, (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 Assets (or any portion thereof) as directed by Buyer. Seller and Buyer acknowledge and agree that any assignment of this Agreement (or any rights hereunder) to a Qualified Intermediary shall not release any Party from any of its respective liabilities and obligations hereunder, and that neither Party represents to the other Party that any particular tax treatment will be given to any Party as a result thereof. The Party electing to assign all or any of its rights under this Agreement pursuant to this Section 2.04 shall defend, indemnify, and hold harmless the other Party and its Affiliates affiliates from all Claims relating to such election.

Section 1031 Like-Kind Exchange. Seller SM Energy and Buyer hereby agree that Seller SM Energy shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the 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 like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amendedCode. Likewise, Buyer shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. If Seller SM Energy assigns all or any of its rights under this Agreement for this purpose, Buyer agrees to (a) consent to SellerSM Energy’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Buyer, and (b) pay the Purchase Price (or a designated portion thereof as specified by SellerSM Energy) into a qualified escrow or qualified trust account account(s) at Closing as directed in writing. If Buyer assigns all or any of its rights under this Agreement for this purpose, Seller SM Energy agrees to (i) consent to Buyer’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to SellerSM Energy, (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 Assets (or any portion thereof) as directed by Buyer. Seller SM Energy and Buyer acknowledge and agree that any assignment of this Agreement (or any rights hereunder) to a Qualified Intermediary shall not release any Party from any of its respective liabilities and obligations hereunder, and that neither Party represents to the other Party that any particular tax treatment will be given to any Party as a result thereof. The Party electing to assign all or any of its rights under this Agreement pursuant to this Section 2.04 2.7 shall defend, indemnify, and hold harmless the other Party and its Affiliates from all Claims claims, costs, losses and expenses relating to such election.

Section 1031 Like-Kind Exchange. Seller SM Energy and Buyer hereby agree that Seller SM Energy shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the 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 like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amendedCode. Likewise, Buyer shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. If Seller SM Energy assigns all or any of its rights under this Agreement for this purpose, Buyer agrees to (a) consent to SellerSM Energy’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Buyer, and (b) pay the Purchase Price (or a designated portion thereof as specified by SellerSM Energy) into a qualified escrow or qualified trust account account(s) at Closing as directed in writing. If Buyer assigns all or any of its rights under this Agreement for this purpose, Seller SM Energy agrees to (i) consent to Buyer’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to SellerSM Energy, (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 Assets (or any portion thereof) as directed by Buyer. Seller SM Energy and Buyer acknowledge and agree that any assignment of this Agreement (or any rights hereunder) to a Qualified Intermediary shall not release any Party from any of its respective liabilities and obligations hereunder, and that neither Party represents to the other Party that any particular tax treatment will be given to any Party as a result thereof. The Party electing to assign all or any of its rights under this Agreement pursuant to this Section 2.04 2.7 shall defend, indemnify, and hold harmless the other Party and its Affiliates from all Claims claims relating to such election.

Section 1031 Like-Kind Exchange. Seller and Buyer hereby agree that Seller shall have Notwithstanding any other provision of this Agreement, Target may elect to effectuate, directly or indirectly, the right at any time prior to completion sale of all the transactions that are to occur at Closing to assign all one or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) more of the Treasury Regulationsparcels of Owned Real Estate (the “Exchange Assets”) in order to accomplish the transaction in a manner by means of an exchange of “like-kind” property that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to qualify under Section 1031 of the Internal Revenue Code of 1986and the Treasury Regulations thereunder (each, as amended. Likewise, an “Exchange Transaction”); Buyer shall have at Target’s sole cost and expense use commercially reasonable efforts to cooperate in an Exchange Transaction arranged by Target, Mervyn’s and a qualified exchange intermediary (as such term is used in the right at any time Treasury Regulations promulgated under Section 1031 of the Code) designated by Target. Target shall provide written notice to Buyer of Target’s election to effect an Exchange Transaction no later than 10 days prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purposeClosing. If Seller assigns all Neither Mervyn’s nor Buyer shall incur any Tax liability, any expenses or any liability of its rights any nature in connection with any Exchange Transaction. Neither Buyer nor Mervyn’s shall be obligated to take title to any exchange property under this Agreement for this purposeany circumstances. No Exchange Assets shall be transferred or deeded out of Mervyn’s. Target shall indemnify and save and hold harmless Buyer and Mervyn’s from any and all liabilities arising out of or related to any Exchange Transaction. Buyer shall, Buyer agrees to (a) consent to Sellerupon Target’s assignment request, and Target may, notwithstanding any other provision of its rights in this Agreement, which assignment shall be in a form cause Mervyn’s to, execute and deliver such documents and agreements as are reasonably acceptable to Buyernecessary for the purpose of facilitating an Exchange Transaction, and (b) Buyer shall pay the portion of the Purchase Price attributable to the Exchange Assets (or a the “Escrowed Purchase Price”) at the Closing to Target’s designated portion thereof qualified exchange intermediary. Target’s right to receive the Escrowed Purchase Price shall be limited as specified required by Seller) into a qualified escrow or qualified trust account at Closing as directed in writingSection 1031 of the Code and the Treasury Regulations thereunder. If a tax-deferred exchange cannot be effected by Target for any reason other than a breach by Buyer, Target shall still be obligated to close this transaction pursuant to the terms of this Agreement. Under no circumstances shall Target’s right or election to exchange any Exchange Assets, delay closing, require Buyer assigns all or Mervyn’s to incur any of its rights under this Agreement for this purpose, Seller agrees to expense it would not have otherwise incurred (iunless paid or reimbursed by Target as provided above) consent to or otherwise adversely affect Buyer’s assignment rights hereunder. The Escrowed Purchase Price for any parcel of its rights in this Agreement, which assignment Owned Real Estate shall be in a form reasonably acceptable to Seller, (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 Assets (or any portion thereof) as directed by Buyer. Seller and Buyer acknowledge and agree that any assignment of this Agreement (or any rights hereunder) to a Qualified Intermediary shall not release any Party from any of its respective liabilities and obligations hereunder, and that neither Party represents to the other Party that any particular tax treatment will be given to any Party as a result thereof. The Party electing to assign all or any of its rights under this Agreement pursuant to this Section 2.04 shall defend, indemnify, and hold harmless the other Party and its Affiliates from all Claims relating amount allocated to such electionOwned Real Estate as determined under Section 10(f) below.

Section 1031 Like-Kind Exchange. Seller and Buyer hereby agree that Seller shall have the right at any time prior to completion of all the transactions that are to occur at 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)(v1.1031(k)-1(g)(4)(iii) of the 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 like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amendedCode. Likewise, Buyer Xxxxx shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary an “exchange accommodation titleholder” (as that term is defined in IRS Revenue Procedure 2000-37, 2000-2 C.B. 308) for the same purpose. If Seller assigns all or any of its rights under this Agreement for this purpose, Buyer Xxxxx agrees to (a) consent to Seller’s assignment of its their rights in this Agreement, which assignment shall be in a form reasonably acceptable to Buyer, Buyer and (b) pay the Purchase Price (or a designated portion thereof as specified by SellerSellers) into a qualified escrow or qualified trust account at Closing as directed in writing. If Buyer assigns all or any of its rights under this Agreement for this purpose, Seller agrees agree to (i) consent to BuyerXxxxx’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to SellerSellers, (ii) accept the Purchase Price from the qualified escrow or qualified trust account exchange accommodation titleholder at Closing, Closing and (iii) at Closing, convey and assign directly to Buyer the Assets (or any portion thereof) as directed by Buyer. Seller and Buyer Xxxxx acknowledge and agree that any assignment of this Agreement (or any rights hereunder) to a Qualified Intermediary qualified intermediary or exchange accommodation titleholder shall not release any Party from any of its respective liabilities and obligations hereunder, and that neither Party represents to the other Party that any particular tax treatment will be given to any Party as a result thereof. The Party electing to assign all or any of its rights under this Agreement pursuant to this Section 2.04 12.16 shall defend, indemnify, and hold harmless the other Party and its Affiliates from all Claims relating to such election.

Section 1031 Like-Kind Exchange. Seller Sellers and Buyer hereby agree that each Seller shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its their rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the 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 like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amendedCode. Likewise, Buyer shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. If a Seller assigns all or any of its rights under this Agreement for this purpose, Buyer agrees to (a) consent to such Seller’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Buyer, and (b) pay the amount of the Purchase Price to be paid to that Seller (or a designated portion thereof as specified by that Seller) into a qualified escrow or qualified trust account account(s) at Closing as directed in writing. If Buyer assigns all or any of its rights under this Agreement for this purpose, Seller agrees Sellers agree to (i) consent to Buyer’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to SellerSellers, (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 Assets (or any portion thereof) as directed by Buyer. Seller Sellers and Buyer acknowledge and agree that any assignment of this Agreement (or any rights hereunder) to a Qualified Intermediary shall not release any Party from any of its respective liabilities and obligations hereunder, and that neither no Party represents to the any other Party that any particular tax treatment will be given to any Party as a result thereof. The Any Party electing to assign all or any of its rights under this Agreement pursuant to this Section 2.04 2.7 shall defend, indemnify, and hold harmless the other Party and its Affiliates from all Claims claims relating to such election.

Section 1031 Like-Kind Exchange. Seller and Buyer hereby agree that Seller shall have Notwithstanding any other provision of this Agreement, the right at any time prior Company may elect to completion effectuate the sale of all the transactions that are to occur at Closing to assign all one or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) more of the Treasury RegulationsAssets (the "Exchange Assets") in order to accomplish the transaction in a manner by means of an exchange of "like-kind" property that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to qualify under Section 1031 of the Internal Revenue Code of 1986and the Treasury Regulations thereunder (including the Rosedale and Ridgedale Xxxxxxxx Xxxxx'x stores pursuant to the separate agreements contemplated by Section 4(a)(ii)) (each, as amended. Likewise, an "Exchange Transaction"); Buyer shall have at Seller's sole cost and expense cooperate in an Exchange Transaction arranged by the right at any time Company and a qualified exchange intermediary (as such term is used in the Treasury Regulations promulgated under Section 1031 of the Code) designated by the Company. The Company shall provide written notice to Buyer of the Company's election to participate in an Exchange Transaction no later than 10 days prior to completion Closing. Buyer shall not incur any Tax liability, any expenses or any liability of any nature in connection with any Exchange Transaction. Buyer shall not be obligated to take title to any exchange property under any circumstances. The Company shall indemnify and save and hold harmless Buyer from any and all liabilities arising out of or related to any Exchange Transaction. Buyer shall, upon the transactions that Company's request, execute and deliver such documents and agreements as are to occur at Closing to assign all or a reasonably necessary for the purpose of facilitating an Exchange Transaction, and Buyer shall pay the portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. If Seller assigns all or any of its rights under this Agreement for this purpose, Buyer agrees to (a) consent to Seller’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Buyer, and (b) pay the Purchase Price attributable to the Exchange Assets (or a the "Escrowed Purchase Price") at the Closing to the Company's designated portion thereof qualified exchange intermediary. The Company's right to receive the Escrowed Purchase Price shall be limited as specified required by Seller) into a qualified escrow or qualified trust account at Closing as directed in writingSection 1031 of the Code and the Treasury Regulations thereunder. If Buyer assigns all or a tax-deferred exchange cannot be effected by Seller for any reason other than a breach by Buyer, Sellers shall still be obligated to close this transaction pursuant to the terms of its rights under this Agreement for this purpose, Seller agrees to (i) consent to Buyer’s assignment of its rights in this Agreement. Under no circumstances shall Sellers' right or election to exchange, which assignment rather than sell, Assets delay closing, require Buyer to incur any expense it would not have otherwise incurred (unless paid or reimbursed by Sellers as provided above) or otherwise adversely affect Buyer's rights hereunder. The Escrowed Purchase Price for any Real Estate shall be in a form reasonably acceptable to Seller, (iithe same as the amount allocated for such Real Estate as determined under Section 4(f) accept the Purchase Price from the qualified escrow or qualified trust account at Closing, and (iiiSection 4(a)(ii) at Closing, convey and assign directly to Buyer the Assets (or any portion thereof) hereof as directed by Buyer. Seller and Buyer acknowledge and agree that any assignment of this Agreement (or any rights hereunder) to a Qualified Intermediary shall not release any Party from any of its respective liabilities and obligations hereunder, and that neither Party represents to the other Party that any particular tax treatment will be given to any Party as a result thereof. The Party electing to assign all or any of its rights under this Agreement pursuant to this Section 2.04 shall defend, indemnify, and hold harmless the other Party and its Affiliates from all Claims relating to such electionapplicable.

Section 1031 Like-Kind Exchange. Seller and Buyer hereby agree that Seller shall have the right at any time prior to completion of all the transactions that are to occur at 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)(v1.1031(k)-1(g)(4)(iii) of the 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 like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amendedCode. Likewise, Buyer shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary an “exchange accommodation titleholder” (as that term is defined in IRS Revenue Procedure 2000-37, 2000-2 C.B. 308) for the same purpose. If Seller assigns all or any of its rights under this Agreement for this purpose, Buyer agrees to (a) consent to Seller’s assignment of its their rights in this Agreement, which assignment shall be in a form reasonably acceptable to Buyer, Buyer and (b) pay the Purchase Price (or a designated portion thereof as specified by SellerSellers) into a qualified escrow or qualified trust account at Closing as directed in writing. If Buyer assigns all or any of its rights under this Agreement for this purpose, Seller agrees agree to (i) consent to Buyer’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to SellerSellers, (ii) accept the Purchase Price from the qualified escrow or qualified trust account exchange accommodation titleholder at Closing, Closing and (iii) at Closing, convey and assign directly to Buyer the Assets (or any portion thereof) as directed by Buyer. Seller and Buyer acknowledge and agree that any assignment of this Agreement (or any rights hereunder) to a Qualified Intermediary qualified intermediary or exchange accommodation titleholder shall not release any Party from any of its respective liabilities and obligations hereunder, and that neither Party represents to the other Party that any particular tax treatment will be given to any Party as a result thereof. The Party electing to assign all or any of its rights under this Agreement pursuant to this Section 2.04 12.16 shall defend, indemnify, and hold harmless the other Party and its Affiliates from all Claims relating to such election.

Section 1031 Like-Kind Exchange. Seller and Buyer hereby agree that Seller shall have Notwithstanding any other provision of this Agreement, the right at any time prior Company may elect to completion effectuate the sale of all the transactions that are to occur at Closing to assign all one or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) more of the Treasury RegulationsAssets (the “Exchange Assets”) in order to accomplish the transaction in a manner by means of an exchange of “like-kind” property that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to qualify under Section 1031 of the Internal Revenue Code of 1986and the Treasury Regulations thereunder (including the Rosedale and Ridgedale Xxxxxxxx Xxxxx’x stores pursuant to the separate agreements contemplated by Section 4(a)(ii)) (each, as amended. Likewise, an “Exchange Transaction”); Buyer shall have at Seller’s sole cost and expense cooperate in an Exchange Transaction arranged by the right at any time Company and a qualified exchange intermediary (as such term is used in the Treasury Regulations promulgated under Section 1031 of the Code) designated by the Company. The Company shall provide written notice to Buyer of the Company’s election to participate in an Exchange Transaction no later than 10 days prior to completion Closing. Buyer shall not incur any Tax liability, any expenses or any liability of any nature in connection with any Exchange Transaction. Buyer shall not be obligated to take title to any exchange property under any circumstances. The Company shall indemnify and save and hold harmless Buyer from any and all liabilities arising out of or related to any Exchange Transaction. Buyer shall, upon the transactions that Company’s request, execute and deliver such documents and agreements as are to occur at Closing to assign all or a reasonably necessary for the purpose of facilitating an Exchange Transaction, and Buyer shall pay the portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. If Seller assigns all or any of its rights under this Agreement for this purpose, Buyer agrees to (a) consent to Seller’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Buyer, and (b) pay the Purchase Price attributable to the Exchange Assets (or a the “Escrowed Purchase Price”) at the Closing to the Company’s designated portion thereof qualified exchange intermediary. The Company’s right to receive the Escrowed Purchase Price shall be limited as specified required by Seller) into a qualified escrow or qualified trust account at Closing as directed in writingSection 1031 of the Code and the Treasury Regulations thereunder. If a tax-deferred exchange cannot be effected by Seller for any reason other than a breach by Buyer, Sellers shall still be obligated to close this transaction pursuant to the terms of this Agreement. Under no circumstances shall Sellers’ right or election to exchange, rather than sell, Assets delay closing, require Buyer assigns all to incur any expense it would not have otherwise incurred (unless paid or any of its rights under this Agreement for this purpose, Seller agrees to (ireimbursed by Sellers as provided above) consent to or otherwise adversely affect Buyer’s assignment of its rights in this Agreement, which assignment hereunder. The Escrowed Purchase Price for any Real Estate shall be in a form reasonably acceptable to Seller, (iithe same as the amount allocated for such Real Estate as determined under Section 4(f) accept the Purchase Price from the qualified escrow or qualified trust account at Closing, and (iiiSection 4(a)(ii) at Closing, convey and assign directly to Buyer the Assets (or any portion thereof) hereof as directed by Buyer. Seller and Buyer acknowledge and agree that any assignment of this Agreement (or any rights hereunder) to a Qualified Intermediary shall not release any Party from any of its respective liabilities and obligations hereunder, and that neither Party represents to the other Party that any particular tax treatment will be given to any Party as a result thereof. The Party electing to assign all or any of its rights under this Agreement pursuant to this Section 2.04 shall defend, indemnify, and hold harmless the other Party and its Affiliates from all Claims relating to such electionapplicable.

Section 1031 Like-Kind Exchange. Seller SM Energy and Buyer hereby agree that Seller SM Energy shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the 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 like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amendedCode. Likewise, Buyer shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. If Seller SM Energy assigns all or any of its rights under this Agreement for this purpose, Buyer agrees to (a) consent to SellerSM Energy’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Buyer, and (b) pay the Purchase Price (or a designated portion thereof as specified by SellerSM Energy) into a qualified escrow or qualified trust account account(s) at Closing as directed in writing. If Buyer assigns all or any of its rights under this Agreement for this purpose, Seller SM Energy agrees to (i) consent to Buyer’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to SellerSM Energy, (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 Assets (or any portion thereof) as directed by Buyer. Seller SM Energy and Buyer acknowledge and agree that any assignment of this Agreement (or any rights hereunder) to a Qualified Intermediary shall not release any Party from any of its respective liabilities and obligations hereunder, and that neither Party represents to the other Party that any particular tax treatment will be given to any Party as a result thereof. The Party electing to assign all or any of its rights under this Agreement pursuant to this Section 2.04 2.7 shall defend, indemnify, and hold harmless the other Party and its Affiliates from all Claims claims relating to such election, including, without limitation, any failure by the Qualified Intermediary to perform any obligation under this Agreement.

Section 1031 Like-Kind Exchange. Seller and Buyer hereby agree that Seller shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the 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 like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended. Likewise, Buyer shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. If Seller assigns all or any of its rights under this Agreement for this purpose, Buyer agrees to (a) consent to Seller’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Buyer, and (b) pay the Purchase Price (or a designated portion thereof as specified by Seller) into a qualified escrow or qualified trust account at Closing as directed in writing. If Buyer assigns all or any of its rights under this Agreement for this purpose, Seller agrees to (i) consent to Buyer’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Seller, (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 Assets (or any portion thereof) as directed by Buyer. Seller and Buyer acknowledge and agree that any assignment of this Agreement (or any rights hereunder) to a Qualified Intermediary shall not release any Party from any of its respective liabilities and obligations hereunder, and that neither Party represents to the other Party that any particular tax treatment will be given to any Party as a result thereof. The Party electing to assign all or any of its rights under this Agreement pursuant to this Section 2.04 shall defend, indemnify, and hold harmless the other Party and its Affiliates from all Claims arising from or relating to such election.

Section 1031 Like-Kind Exchange. Seller and Buyer hereby agree that Seller shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the 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 like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended. Likewise, Buyer shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. If Seller assigns all or any of its rights under this Agreement for this purpose, Buyer agrees to (a) consent to Seller’s 's assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Buyer, and (b) pay the Purchase Price (or a designated portion thereof as specified by Seller) into a qualified escrow or qualified trust account at Closing as directed in writing. If Buyer assigns all or any of its rights under this Agreement for this purpose, Seller agrees to (i) consent to Buyer’s 's assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Seller, (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 Assets (or any portion thereof) as directed by Buyer. Seller and Buyer acknowledge and agree that any assignment of this Agreement (or any rights hereunder) to a Qualified Intermediary shall not release any Party from any of its respective liabilities and obligations hereunder, and that neither Party represents to the other Party that any particular tax treatment will be given to any Party as a result thereof. The Party electing to assign all or any of its rights under this Agreement pursuant to this Section 2.04 shall defend, indemnify, indemnify and hold harmless the other Party and its Affiliates from all Claims relating to such election.

Section 1031 Like-Kind Exchange. Seller and Buyer hereby agree that Seller shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the 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 like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended. Likewise, Buyer shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. If Seller assigns all or any of its rights under this Agreement for this purpose, Buyer agrees to (a) consent to Seller’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Buyer, and (b) pay the Purchase Price (or a designated portion thereof as specified by Seller) into a qualified escrow or qualified trust account at Closing as directed in writing. If Buyer assigns all or any of its rights under this Agreement for this purpose, Seller agrees to (i) consent to Buyer’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Seller, (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 Assets (or any portion thereof) as directed by Buyer. Seller and Buyer acknowledge and agree that any assignment of this Agreement (or any rights hereunder) to a Qualified Intermediary shall not release any Party from any of its respective liabilities and obligations hereunder, and that neither Party represents to the other Party that any particular tax treatment will be given to any Party as a result thereof. The Party electing to assign all or any of its rights under this Agreement pursuant to this Section 2.04 shall defend, indemnify, and hold harmless the other Party and its Affiliates from all Claims relating to such election.

Section 1031 Like-Kind Exchange. Seller and Buyer hereby agree that Seller shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the 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 like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended. Likewise, Buyer Xxxxx shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. If Seller assigns all or any of its rights under this Agreement for this purpose, Buyer Xxxxx agrees to (a) consent to Seller’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Buyer, and (b) pay the Purchase Price (or a designated portion thereof as specified by Seller) into a qualified escrow or qualified trust account at Closing as directed in writing. If Buyer assigns all or any of its rights under this Agreement for this purpose, Seller agrees to (i) consent to BuyerXxxxx’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Seller, (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 Assets (or any portion thereof) as directed by BuyerXxxxx. Seller and Buyer Xxxxx acknowledge and agree that any assignment of this Agreement (or any rights hereunder) to a Qualified Intermediary shall not release any Party from any of its respective liabilities and obligations hereunder, and that neither Party represents to the other Party that any particular tax treatment will be given to any Party as a result thereof. The Party electing to assign all or any of its rights under this Agreement pursuant to this Section 2.04 shall defend, indemnify, and hold harmless the other Party and its Affiliates from all Claims relating to such election.

Section 1031 Like-Kind Exchange. Seller and Buyer hereby agree that Seller shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the 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 like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended. Likewise, Buyer shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. If Seller assigns all or any of its rights under this Agreement for this purpose, Buyer agrees to (a) consent to Seller’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Buyer, and (b) pay the Purchase Price (or a designated portion thereof as specified by Seller) into a qualified escrow or qualified trust account at Closing as directed in writing. If Buyer assigns all or any of its rights under this Agreement for this purpose, Seller agrees to (i) consent to Buyer’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Seller, (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 Assets (or any portion thereof) as directed by Buyer. Seller and Buyer acknowledge and agree that any assignment of this Agreement (or any rights hereunder) to a Qualified Intermediary shall not release any Party from any of its respective liabilities and obligations hereunder, and that neither Party represents to the other Party that any particular tax treatment will be given to any Party as a result thereof. The Party electing to assign all or any of its rights under this Agreement pursuant to this Section 2.04 shall defend, indemnify, and hold harmless the other Party and its Affiliates from all Claims relating to such election.directed

Section 1031 Like-Kind Exchange. Seller SM and Buyer Buyers hereby agree that Seller SM shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amendedCode. Likewise, Buyer Buyers shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary or Exchange Accommodation Titleholder for the same purpose. If Seller SM assigns all or any of its rights under this Agreement for this purpose, Buyer agrees Buyers agree to (a) consent to SellerSM’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to BuyerBuyers, and (b) pay the Purchase Price (or a designated portion thereof as specified by SellerSM) into a qualified escrow or qualified trust account account(s) at Closing as directed in writing. If Buyer assigns Buyers assign all or any of its rights under this Agreement for this purpose, Seller SM agrees to (i) consent to Buyer’s Buyers’ assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to SellerSM, (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 Buyers the Assets (or any portion thereof) as directed by Buyerin writing. Seller SM and Buyer Buyers acknowledge and agree that any assignment of this Agreement (or any rights hereunder) to a Qualified Intermediary or Exchange Accommodation Titleholder shall not release any Party from any of its respective liabilities and obligations hereunder, and that neither Party represents to the other Party that any particular tax treatment will be given to any Party as a result thereof. The Party electing to assign all or any of its rights under this Agreement pursuant to this Section 2.04 2.6 shall defend, indemnify, and hold harmless the each other Party and its Affiliates from all Claims claims relating to such election.

Section 1031 Like-Kind Exchange. Seller Notwithstanding anything herein to the contrary, SM Energy and Buyer hereby agree that Seller SM Energy shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v1.1031(k)-1(g)(4)(iii) of the 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 like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended(an “Exchange”). Likewise, Buyer shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. If Seller SM Energy assigns all or any of its rights under to a Qualified Intermediary pursuant to this Agreement for this purposeSection 2.7, SM Energy agrees to notify Buyer in writing of such assignment at or before the Closing, and Buyer agrees to (a) consent to SellerSM Energy’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Buyer, and (b) pay the Purchase Price (or a designated portion thereof as specified by SellerSM Energy) into a qualified escrow or qualified trust account account(s) at Closing as directed by the Qualified Intermediary and SM Energy in writing. If Buyer assigns all or any of its rights under to a Qualified Intermediary pursuant to this Agreement for this purposeSection 2.7, Seller Buyer agrees to notify SM Energy in writing of such assignment at or before the Closing, and SM Energy agrees to (i) consent to Buyer’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to SellerSM Energy, (ii) accept the Purchase Price (or a designated portion thereof as specified by Buyer) from the qualified escrow or qualified trust account at Closing, and (iii) at Closing, convey and assign directly to Buyer the Assets (or any portion thereof) as directed by BuyerBuyer and the Qualified Intermediary in writing. Seller SM Energy and Buyer acknowledge and agree that (x) the Closing shall not be delayed or affected by reason of an Exchange, (y) any assignment of this Agreement (or any rights hereunder) to a Qualified Intermediary shall not release any Party from any of its respective liabilities and obligations hereunder, and that (z) neither Party represents to the other Party that any particular tax Tax treatment will be given to any Party as a result thereof. The Party electing to assign all or any of its rights under this Agreement pursuant to this Section 2.04 2.7 shall defend, indemnify, and hold harmless the other Party and its Affiliates from all Claims claims relating to such election. Buyer, by its consent to an Exchange, shall not be responsible in any way for SM Energy’s compliance with such Exchange.

Section 1031 Like-Kind Exchange. Seller and Buyer hereby agree that Seller shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the 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 like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended. Likewise, Buyer shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. If Seller assigns all or any of its rights under this Agreement for this purpose, Buyer agrees to (a) consent to Seller’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Buyer, and (b) pay the Purchase Price (or a designated portion thereof as specified by Seller) into a qualified escrow or qualified trust account at Closing as directed in writing. If Buyer assigns all or any of its rights under this Agreement for this purpose, Seller agrees to (i) consent to Buyer’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Seller, (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 Assets (or any portion thereof) as directed by Buyer. Seller and Buyer acknowledge and agree that any assignment of this Agreement (or any rights hereunder) to a Qualified Intermediary shall not release any Party from any of its respective liabilities and obligations hereunder, and that neither Party represents to the other Party that any particular tax treatment will be given to any Party as a result thereof. The Party electing to assign all or any of its rights under this Agreement pursuant to this Section 2.04 shall defend, indemnify, indemnify and hold harmless the other Party and its Affiliates from all Claims relating to such election.

Section 1031 Like-Kind Exchange. Notwithstanding anything contained herein to the contrary, provided there is no delay in Closing, Seller and/or Seller Parent has the right to structure the transactions contemplated hereby in order to qualify as a tax deferred exchange under the provisions of Section 1031 of the Code and the Treasury Regulations thereunder (the "Exchange"). Buyer agrees to use reasonable efforts to cooperate with Seller with respect to the Exchange, Including executing before closing all documents required or advisable under Section 1031 of the Code and the Treasury Regulations thereunder, provided that: (a) Buyer incurs no additional cost or expense in connection with the exchange; (b) Seller agrees to indemnify and hold Buyer harmless from and against all liability arising out of its cooperation in effecting the Exchange as requested by Seller, provided, however, that such indemnification shall in no way affect the rights of the Buyer under any other paragraph of this Agreement or in any other contract connected with the Exchange; (c) Buyer shall have no liability with respect to the Exchange and shall not be required to purchase any property other than as required by this Agreement, and (d) all documents are reasonably satisfactory in form and substance to Buyer and its counsel. Seller and Buyer hereby agree acknowledge that all agreements solely in connection with performing the Exchange shall be prepared at Seller's expense by Seller's counsel. Seller shall have the right at any time prior to completion of all the transactions that are to occur at Closing to may assign all or a portion of its rights to the Agreement as necessary to comply with any Legal Requirements applicable to Section 1031, but not its obligations by an assignment of rights and notice to be signed by Seller, a qualified financial intermediary to be designated by Seller, and Buyer prior to Closing. On Seller's request, Buyer will sign the written assignment referred to in this paragraph with the clear understanding that all obligations under this Agreement remain with Seller. It being understood that for purposes of this Section 5.20, Seller and/or Seller Parent shall be permitted to a Qualified Intermediary (as that term is defined change their corporate form or structure and, in Section 1.1031(k)-1(g)(4)(v) the event of the Treasury Regulations) in order to accomplish the transaction in a manner that will complysuch change, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended. Likewise, Buyer shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. If Seller assigns all or any of its rights under this Agreement for this purpose, Buyer agrees to (a) consent to Seller’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable deemed to Buyer, and (b) pay the Purchase Price (or a designated portion thereof have been amended to read as specified by Seller) into a qualified escrow or qualified trust account at Closing as directed in writing. If Buyer assigns all or any of its rights under this Agreement for this purpose, Seller agrees to (i) consent to Buyer’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Seller, (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 Assets (or any portion thereof) as directed by Buyer. Seller and Buyer acknowledge and agree that any assignment of this Agreement (or any rights hereunder) to a Qualified Intermediary shall not release any Party from any of its respective liabilities and obligations hereunder, and that neither Party represents to the other Party that any particular tax treatment will be given to any Party as a result thereof. The Party electing to assign all or any of its rights under this Agreement pursuant to this Section 2.04 shall defend, indemnify, and hold harmless the other Party and its Affiliates from all Claims relating to if it reflected such electionchange.

Section 1031 Like-Kind Exchange. Seller and Buyer hereby agree that Seller shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v1.1031(k)-1(g)(4)(iii) of the 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 like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended. Likewise, Buyer shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. If Seller assigns all or any of its rights under this Agreement for this purpose, Buyer agrees to (a) consent to Seller’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Buyer, and (b) pay the Purchase Price (or a designated portion thereof as specified by Seller) into a qualified escrow or qualified trust account at Closing as directed in writing. If Buyer assigns all or any of its rights under this Agreement for this purpose, Seller agrees to (i) consent to Buyer’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Seller, (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 Assets (or any portion thereof) as directed by Buyer. Seller and Buyer acknowledge and agree that any assignment of this Agreement (or any rights hereunder) to a Qualified Intermediary shall not release any Party from any of its respective liabilities and obligations hereunder, and that neither Party represents to the other Party that any particular tax treatment will be given to any Party as a result thereof. The Party electing to assign all or any of its rights under this Agreement pursuant to this Section 2.04 shall defend, indemnify, and hold harmless the other Party and its Affiliates from all Claims relating to such election.

Section 1031 Like-Kind Exchange. Seller SM Energy and Buyer hereby agree that Seller SM Energy shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the 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 like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amendedCode. Likewise, Buyer Xxxxx shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. If Seller SM Energy assigns all or any of its rights under this Agreement for this purpose, Buyer Xxxxx agrees to (a) consent to SellerSM Energy’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Buyer, and (b) pay the Purchase Price (or a designated portion thereof as specified by SellerSM Energy) into a qualified escrow or qualified trust account account(s) at Closing as directed in writing. If Buyer assigns all or any of its rights under this Agreement for this purpose, Seller SM Energy agrees to (i) consent to BuyerXxxxx’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to SellerSM Energy, (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 Assets (or any portion thereof) as directed by BuyerXxxxx. Seller SM Energy and Buyer Xxxxx acknowledge and agree that any assignment of this Agreement (or any rights hereunder) to a Qualified Intermediary shall not release any Party from any of its respective liabilities and obligations hereunder, and that neither Party represents to the other Party that any particular tax treatment will be given to any Party as a result thereof. The Party electing to assign all or any of its rights under this Agreement pursuant to this Section 2.04 2.7 shall defend, indemnify, and hold harmless the other Party and its Affiliates from all Claims claims relating to such election.

Section 1031 Like-Kind Exchange. Seller and Buyer hereby agree that Seller shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v1.1031(k)-1(g)(4)(iii) of the 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 like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amendedCode. Likewise, Buyer shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. If Seller assigns all or any of its rights under this Agreement for this purpose, Buyer agrees to (a) consent to Seller’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Buyer, and (b) pay the Purchase Price (or a designated portion thereof as specified by Seller) into a qualified escrow or qualified trust account at Closing as directed in writing. If Buyer assigns all or any of its rights under this Agreement for this purpose, Seller agrees to (i) consent to Buyer’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Seller, (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 Assets (or any portion thereof) as directed by Buyer. Seller and Buyer acknowledge and agree that any assignment of this Agreement (or any rights hereunder) to a Qualified Intermediary shall not delay or affect Closing or release any Party from any of its respective liabilities and obligations hereunder, and that neither Party represents to the other Party that any particular tax treatment will be given to any Party as a result thereof. The Party electing to assign all or any of its rights under this Agreement pursuant to this Section 2.04 shall defend, indemnify, and hold harmless the other Party and its Affiliates affiliates from all Claims relating to such election. By consenting to an exchange described under this Section 2.04, a consenting Party shall not be responsible in any way for the other Party’s compliance with the requirements of such an exchange.