Common use of Seller’s 1031 Exchange Clause in Contracts

Seller’s 1031 Exchange. Buyer acknowledges that Seller may engage in a tax deferred exchange (“Seller’s Exchange”) pursuant to Section 1031 of the Code. To effect Seller’s Exchange, Seller may assign its rights in, and delegate its duties under this Agreement, as well as transfer the Property, to any exchange accommodator which Seller shall determine. As an accommodation to Seller, Buyer agrees to cooperate with Seller in connection with Seller’s Exchange, including the execution of documents therefor, provided the following terms and conditions are satisfied: (a) Buyer shall have no obligation to take title to any property in connection with Seller’s Exchange; (b) Buyer shall not be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to any exchange property, and/or Seller’s Exchange; (c) The Closing shall not be contingent or otherwise subject to the consummation of Seller’s Exchange, and the Escrow shall timely close in accordance with the terms of this Agreement notwithstanding any failure, for any reason, of the parties to Seller’s Exchange to effect the same; (d) None of the representations, warranties, covenants and indemnification obligations of Seller set forth in this Agreement shall be affected or limited by Seller’s use of an exchange accommodator and shall survive Seller’s Exchange and shall continue to inure directly from Seller for the benefit of Buyer; (e) None of the representations, warranties, covenants and indemnification obligations of Buyer set forth in this Agreement shall be affected or limited by Seller’s use of an exchange accommodator and shall survive Seller’s Exchange and shall continue to inure directly from Buyer for the benefit of Seller; (f) Seller agrees to indemnify, protect, defend (with counsel reasonably acceptable to Buyer) and hold Buyer harmless from and against any and all causes of action, claims, demands, liabilities, costs and expenses, including actual attorneys’ fees and costs, incurred by Buyer in connection with Seller’s Exchange. Buyer makes absolutely no representations or warranties of any kind or nature (express or implied) that tax deferred exchange treatment is available to Seller with respect to Seller’s Exchange, or that such a transaction will qualify in any respect for such treatment, and Buyer shall incur no liability if Seller’s Exchange fails to qualify for the tax deferred treatment intended by Seller. Seller hereby acknowledges and represents to Buyer that Seller is relying solely and entirely upon the advice of Seller’s own consultants with respect to any and all aspects of Seller’s Exchange. In no event shall the obligations of Seller under this Agreement be contingent upon this transaction being included as part of Seller’s Exchange.

Seller’s 1031 Exchange. Buyer acknowledges that Seller may engage in a tax deferred exchange (“Seller’s Exchange”) pursuant to Section 1031 of the Code. To Without limiting the provisions of Section 16.1 hereof, in order to effect Seller’s Exchange, Seller may assign its rights in, and delegate its duties under this Agreement, as well as transfer the Property, to any exchange accommodator which Seller shall determine. As an accommodation to Seller, Buyer agrees to cooperate with Seller in connection with Seller’s Exchange, including the execution of documents therefor, provided the following terms and conditions are satisfied: (a) Buyer shall have no obligation to take title to any property in connection with Seller’s Exchange; (b) Buyer shall not be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to any exchange property, and/or Seller’s Exchange; (c) The Closing shall not be contingent or otherwise subject to the consummation of Seller’s Exchange, and the Escrow shall timely close in accordance with the terms of this Agreement notwithstanding any failure, for any reason, of the parties to Seller’s Exchange to effect the same; (d) None of the All representations, warranties, covenants and indemnification obligations of Seller set forth in this Agreement shall not be affected or limited by Seller’s use of an exchange accommodator and shall survive Seller’s Exchange and shall continue to inure directly from Seller for the benefit of Buyer; (e) None of the All representations, warranties, covenants and indemnification obligations of Buyer set forth in this Agreement shall not be affected or limited by Seller’s use of an exchange accommodator and shall survive Seller’s Exchange and shall continue to inure directly from Buyer for the benefit of Seller;; and (f) Seller agrees to indemnify, protect, defend (with counsel reasonably acceptable to Buyer) and hold Buyer harmless from and against any and all causes of action, claims, demands, liabilities, costs and expenses, including actual attorneys’ fees and costs, incurred by Buyer in connection with Seller’s Exchange. Buyer makes absolutely no representations or warranties of any kind or nature (express or implied) that tax deferred exchange treatment is available to Seller with respect to Seller’s Exchange, or that such a transaction will qualify in any respect for such treatment, and Buyer shall incur no liability if Seller’s Exchange fails to qualify for the tax deferred treatment intended by Seller. Seller hereby acknowledges and represents to Buyer that Seller is relying solely and entirely upon the advice of Seller’s own consultants with respect to any and all aspects of Seller’s Exchange. In no event shall the obligations of Seller under this Agreement be contingent upon this transaction being included as part of Seller’s Exchange.

Seller’s 1031 Exchange. Buyer acknowledges that Seller may engage in a tax deferred exchange (“Seller’s Exchange”) pursuant to Section 1031 of the Code. To Without limiting the provisions of Section 15.1 hereof, in order to effect Seller’s Exchange, Seller may assign its rights in, and delegate its duties under this Agreement, as well as transfer the Property, to any exchange accommodator which Seller shall determine. As an accommodation to Seller, Buyer agrees to cooperate with Seller in connection with Seller’s Exchange, including the execution of documents therefor, provided the following terms and conditions are satisfied: (a) Buyer shall have no obligation to take title to any property in connection with Seller’s Exchange; (b) Buyer shall not be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to any exchange property, and/or Seller’s Exchange; (c) The Closing shall not be contingent or otherwise subject to the consummation of Seller’s Exchange, and the Escrow shall timely close in accordance with the terms of this Agreement notwithstanding any failure, for any reason, of the parties to Seller’s Exchange to effect the same; (d) None of the All representations, warranties, covenants and indemnification obligations of Seller set forth in this Agreement shall not be affected or limited by Seller’s use of an exchange accommodator and shall survive Seller’s Exchange and shall continue to inure directly from Seller for the benefit of Buyer; (e) None of the All representations, warranties, covenants and indemnification obligations of Buyer set forth in this Agreement shall not be affected or limited by Seller’s use of an exchange accommodator and shall survive Seller’s Exchange and shall continue to inure directly from Buyer for the benefit of Seller;; and (f) Seller agrees to indemnify, protect, defend (with counsel reasonably acceptable to Buyer) and hold Buyer harmless from and against any and all causes of action, claims, demands, liabilities, costs and expenses, including actual attorneys’ fees and costs, incurred by Buyer in connection with Seller’s Exchange. Buyer makes absolutely no representations or warranties of any kind or nature (express or implied) that tax deferred exchange treatment is available to Seller with respect to Seller’s Exchange, or that such a transaction will qualify in any respect for such treatment, and Buyer shall incur no liability if Seller’s Exchange fails to qualify for the tax deferred treatment intended by Seller. Seller hereby acknowledges and represents to Buyer that Seller is relying solely and entirely upon the advice of Seller’s own consultants with respect to any and all aspects of Seller’s Exchange. In no event shall the obligations of Seller under this Agreement be contingent upon this transaction being included as part of Seller’s Exchange.

Seller’s 1031 Exchange. Buyer acknowledges that Seller may engage in a tax deferred exchange (“Seller’s 's Exchange”) pursuant to Section 1031 of the Code. To Without limiting the provisions of Section 14.1 hereof, to effect Seller’s 's Exchange, Seller may assign its rights in, and delegate its duties under this Agreement, as well as transfer the Property, to any exchange accommodator which Seller shall determine. As an accommodation to Seller, Buyer agrees to cooperate with Seller in connection with Seller’s 's Exchange, including the execution of documents therefor, provided the following terms and conditions are satisfied: (a) i. Buyer shall have no obligation to take title to any property in connection with Seller’s 's Exchange; (b) ii. Except as otherwise provided in this Agreement, Buyer shall not be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to any exchange property, and/or Seller’s 's Exchange; (c) iii. The Closing shall not be contingent or otherwise subject to the consummation of Seller’s 's Exchange, and the Escrow shall timely close in accordance with the terms of this Agreement notwithstanding any failure, for any reason, of the parties to Seller’s 's Exchange to effect the same; (d) None of the iv. All representations, warranties, covenants and indemnification obligations of Seller set forth in this Agreement shall not be affected or limited by Seller’s 's use of an exchange accommodator and shall survive Seller’s 's Exchange and shall continue to inure directly from Seller for the benefit of Buyer; (e) None of the v. All representations, warranties, covenants and indemnification obligations of Buyer set forth in this Agreement shall not be affected or limited by Seller’s 's use of an exchange accommodator and shall survive Seller’s 's Exchange and shall continue to inure directly from Buyer for the benefit of Seller;; and (f) vi. Seller agrees to indemnify, protect, defend (with counsel reasonably acceptable to Buyer) and hold Buyer harmless from and against any and all causes of action, claims, demands, liabilities, costs and expenses, including actual attorneys’ ' fees and costs, incurred by Buyer in connection with Seller’s 's Exchange. Buyer makes absolutely no representations or warranties of any kind or nature (express or implied) that tax deferred exchange treatment is available to Seller with respect to Seller’s 's Exchange, or that such a transaction will qualify in any respect for such treatment, and Buyer shall incur no liability if Seller’s 's Exchange fails to qualify for the tax deferred treatment intended by Seller. Seller hereby acknowledges and represents to Buyer that Seller is relying solely and entirely upon the advice of Seller’s 's own consultants with respect to any and all aspects of Seller’s 's Exchange. In no event shall the obligations of Seller under this Agreement be contingent upon this transaction being included as part of Seller’s 's Exchange.

Seller’s 1031 Exchange. Buyer acknowledges that Seller may engage in a tax deferred exchange (“"Seller’s 's Exchange”") pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code"). To Without limiting the provisions of Section 18 hereof, to effect Seller’s 's Exchange, Seller may assign its rights in, and delegate its duties under under, this Agreement, as well as transfer the Property, to any exchange accommodator which Seller shall determine. As an accommodation to Seller, Buyer agrees to cooperate with Seller in connection with Seller’s 's Exchange, including the execution of documents therefor, provided the following terms and conditions are satisfied: (ai) Buyer shall have no obligation to take title to any property in connection with Seller’s 's Exchange;. (bii) Except as otherwise provided in this Agreement, Buyer shall not be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to any exchange property, and/or Seller’s 's Exchange;. (ciii) The Closing shall not be contingent or otherwise subject to the consummation of Seller’s 's Exchange, and the Escrow shall timely close in accordance with the terms of this Agreement notwithstanding any failure, for any reason, of the parties to Seller’s 's Exchange to effect the same;. (div) None of the All representations, warranties, covenants and indemnification obligations of Seller set forth in this Agreement shall not be affected or limited by Seller’s 's use of an exchange accommodator and shall survive Seller’s 's Exchange and shall continue to inure directly from Seller for the benefit of Buyer;. (ev) None of the All representations, warranties, covenants and indemnification obligations of Buyer set forth in this Agreement shall not be affected or limited by Seller’s 's use of an exchange accommodator and shall survive Seller’s 's Exchange and shall continue to inure directly from Buyer for the benefit of Seller; (f) Seller agrees to indemnify, protect, defend (with counsel reasonably acceptable to Buyer) and hold Buyer harmless from and against any and all causes of action, claims, demands, liabilities, costs and expenses, including actual attorneys’ fees and costs, incurred by Buyer in connection with Seller’s Exchange. Buyer makes absolutely no representations or warranties of any kind or nature (express or implied) that tax deferred exchange treatment is available to Seller with respect to Seller’s 's Exchange, or that such a transaction will qualify in any respect for such treatment, and Buyer shall incur no liability if Seller’s 's Exchange fails to qualify for the tax deferred treatment intended by Seller. Seller hereby acknowledges and represents to Buyer that Seller is relying solely and entirely upon the advice of Seller’s 's own consultants with respect to any and all aspects of Seller’s 's Exchange. In no event shall the obligations of Seller under this Agreement be contingent upon this transaction being included as part of Seller’s 's Exchange.. 3102/001/109971.10

Seller’s 1031 Exchange. Buyer acknowledges that Seller may engage in a tax deferred exchange (“Seller’s 's Exchange”) pursuant to Section 1031 of the Code. To Without limiting the provisions of Section 14.1 hereof, to effect Seller’s 's Exchange, Seller may assign its rights in, and delegate its duties under this Agreement, as well as transfer the Property, to any exchange accommodator which Seller shall determine. As an accommodation to Seller, Buyer agrees to cooperate with Seller in connection with Seller’s 's Exchange, including the execution of documents therefor, provided the following terms and conditions are satisfied: (a) i. Buyer shall have no obligation to take title to any property in connection with Seller’s 's Exchange; (b) ii. Except as otherwise provided in this Agreement, Buyer shall not be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to any exchange property, and/or Seller’s 's Exchange; (c) iii. The Closing shall not be contingent or otherwise subject to the consummation of Seller’s 's Exchange, and the Escrow shall timely close in accordance with the terms of this Agreement notwithstanding any failure, for any reason, of the parties to Seller’s 's Exchange to effect the same; (d) None of the iv. All representations, warranties, covenants and indemnification obligations of Seller set forth in this Agreement shall not be affected or limited by Seller’s 's use of an exchange accommodator and shall survive Seller’s 's Exchange and shall continue to inure directly from Seller for the benefit of Buyer; (e) None of the v. All representations, warranties, covenants and indemnification obligations of Buyer set forth in this Agreement shall not be affected or limited by Seller’s 's use of an exchange accommodator and shall survive Seller’s 's Exchange and shall continue to inure directly from Buyer for the benefit of Seller;; and (f) vi. Seller agrees to indemnify, protect, defend (with counsel reasonably acceptable to Buyer) and hold Buyer harmless from and against any and all causes of action, claims, demands, liabilities, costs and expenses, including actual attorneys’ ' fees and costs, incurred by Buyer in connection with Seller’s Exchange. Buyer makes absolutely no representations or warranties of any kind or nature (express or implied) that tax deferred exchange treatment is available to Seller with respect to Seller’s Exchange, or that such a transaction will qualify in any respect for such treatment, and Buyer shall incur no liability if Seller’s Exchange fails to qualify for the tax deferred treatment intended by Seller. Seller hereby acknowledges and represents to Buyer that Seller is relying solely and entirely upon the advice of Seller’s own consultants with respect to any and all aspects of Seller’s Exchange. In no event shall the obligations of Seller under this Agreement be contingent upon this transaction being included as part of Seller’s Exchange.'s

Seller’s 1031 Exchange. Buyer acknowledges that Seller At SELLER’s option at or before the Closing, this Agreement may engage in a tax deferred be modified to become an Exchange Agreement for the exchange (“Seller’s Exchange”) of property pursuant to Section 1031 of the Internal Revenue Code. To effect In that event the following shall apply in lieu of any conflicting provisions herein: A) SELLER shall convey the premises herein described to BUYER for the price, terms and at the time therein set forth without change. BUYER, however, rather than delivering the closing proceeds to SELLER shall instead apply such funds to cause to be acquired and delivered to SELLER real property (the “Exchange Property”) to be designated by SELLER under Section 1031 of the Internal Revenue Code of 1986, as follows: 1) If SELLER shall identify the Exchange Property prior to the Closing, BUYER shall deliver the proceeds to the transferor of the Exchange Property and, at BUYER’s choice, shall either acquire the Exchange Property and thereafter deed the same to SELLER, or shall direct the transferor of the Exchange Property to deliver the same to SELLER. 2) If SELLER shall not identify the Exchange Property prior to the Closing, or shall identify it but its simultaneous closing is not feasible, then the Closing shall proceed as scheduled and BUYER shall deliver the closing process to an escrow agent to be designated by SELLER to be held in escrow. All interest on the escrow account shall be applied and shall become part of the escrow funds. In the event the SELLER shall not identify an Exchange Property within the time frame allowed by law to qualify for a Tax Qualified Exchange, then the escrow funds shall be released to the SELLER without the need of any further action by the BUYER. 3) Upon later identification of the Exchange Property BUYER shall execute a Purchase and Sale Agreement as directed by Seller for its acquisition with the escrow funds and shall execute such other commercially reasonable instruments needed to cause the Exchange Property to be acquired with the escrow funds and delivered to SELLER. B) BUYER SHALL NEVER BE CALLED UPON TO EXECUTE INSTRUMENTS OR TAKE ANY OTHER ACTION WHICH COULD EXPOSE BUYER TO ANY OBLIGATIONS OR LIABILITIES OTHER THAN TO CAUSE THE ESCROW FUNDS TO BE APPLIED TO ACQUISITION OF THE EXCHANGE PROPERTY AND THE DELIVERY THEREOF TO SELLER OR, IF IDENTIFICATION OF OR CLOSING OF THE EXCHANGE PROPERTY ACQUISITION IS NOT ACCOMPLISHED AS SET FORTH, THE DELIVERY OF THE ESCROW FUNDS TO SELLER. C) SELLER may designate more than one Exchange Property or a partial interest in a property, and may revise the designation within the 45 day period under Appendix A, but BUYER’s obligations will in no event exceed those set forth herein. D) At BUYER’s option, all obligations may be satisfied by executing a suitable power of attorney to be held by a person acceptable to both SELLER and BUYER. Executed as an instrument under seal as of the date first above written. SELLER: XXXXXX X. XXXX AND XXXXXXX X. XXXX By: By: Name: Xxxxxx X. Xxxx Xxxxxxx X. Xxxx BUYER: THE XXXXXXXX COMPANY, INC. By: Name: Xxxx Xxxxxx, Its President ESCROW AGENT: First American title Insurance By: Name: Title Exhibit A – Property Description Exhibit B – Title Policy Exhibit C – Rent Roll Exhibit D – List of Existing Contracts Exhibit E – Seller’s ExchangeExisting Mortgage Documents Exhibit F – Form of Assignment of Leases and Rents Exhibit G – Form of Xxxx of Sale and Assignment and Assumption of Licenses, Seller may assign its rights inPermits, and delegate its duties under this Agreement, as well as transfer the Property, to any exchange accommodator which Seller shall determine. As an accommodation to Seller, Buyer agrees to cooperate with Seller in connection with Seller’s Exchange, including the execution of documents therefor, provided the following terms and conditions are satisfied: (a) Buyer shall have no obligation to take title to any property in connection with Seller’s Exchange; (b) Buyer shall not be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to any exchange property, and/or Seller’s Exchange; (c) The Closing shall not be contingent or otherwise subject to the consummation of Seller’s Exchange, and the Escrow shall timely close in accordance with the terms of this Agreement notwithstanding any failure, for any reason, of the parties to Seller’s Exchange to effect the same; (d) None of the representationsApprovals, warranties, covenants Guaranties, Contracts and indemnification obligations of Seller set forth in this Agreement shall Plans and Specifications To be affected or limited by Seller’s use of an exchange accommodator and shall survive Seller’s Exchange and shall continue to inure directly from Seller for the benefit of Buyer; (e) None of the representations, warranties, covenants and indemnification obligations of Buyer set forth in this Agreement shall attached. To be affected or limited by Seller’s use of an exchange accommodator and shall survive Seller’s Exchange and shall continue to inure directly from Buyer for the benefit of Seller; (f) Seller agrees to indemnify, protect, defend (with counsel reasonably acceptable to Buyer) and hold Buyer harmless from and against any and all causes of action, claims, demands, liabilities, costs and expenses, including actual attorneys’ fees and costs, incurred by Buyer in connection with Seller’s Exchangeattached. Buyer makes absolutely no representations or warranties of any kind or nature (express or implied) that tax deferred exchange treatment is available to Seller with respect to Seller’s Exchange, or that such a transaction will qualify in any respect for such treatment, and Buyer shall incur no liability if Seller’s Exchange fails to qualify for the tax deferred treatment intended by SellerTo be attached. Seller hereby acknowledges and represents to Buyer that Seller is relying solely and entirely upon the advice of Seller’s own consultants with respect to any and all aspects of Seller’s ExchangeTo be attached. In no event shall the obligations of Seller under this Agreement To be contingent upon this transaction being included as part of Seller’s Exchangeattached.

Seller’s 1031 Exchange. Buyer acknowledges that Seller may engage in a tax deferred exchange (“Seller’s Exchange”) pursuant to Section 1031 of the Code. To Without limiting the provisions of Section 14.1 hereof, in order to effect Seller’s Exchange, Seller may assign its rights in, and delegate its duties under this Agreement, as well as transfer the Property, to any exchange accommodator which Seller shall determine. As an accommodation to Seller, Buyer agrees to cooperate with Seller in connection with Seller’s Exchange, including the execution of documents therefor, provided the following terms and conditions are satisfied: (a) Buyer shall have no obligation to take title to any property in connection with Seller’s Exchange; (b) Buyer shall not be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to any exchange property, and/or Seller’s Exchange; (c) The Closing shall not be contingent or otherwise subject to the consummation of Seller’s Exchange, and the Escrow shall timely close in accordance with the terms of this Agreement notwithstanding any failure, for any reason, of the parties to Seller’s Exchange to effect the same; (d) None of the All representations, warranties, covenants and indemnification obligations of Seller set forth in this Agreement shall not be affected or limited by Seller’s use of an exchange accommodator and shall survive Seller’s Exchange and shall continue to inure directly from Seller for the benefit of Buyer; (e) None of the All representations, warranties, covenants and indemnification obligations of Buyer set forth in this Agreement shall not be affected or limited by Seller’s use of an exchange accommodator and shall survive Seller’s Exchange and shall continue to inure directly from Buyer for the benefit of Seller;; and (f) Seller agrees to indemnify, protect, defend (with counsel reasonably acceptable to Buyer) and hold Buyer harmless from and against any and all causes of action, claims, demands, liabilities, costs and expenses, including actual attorneys’ fees and costs, incurred by Buyer in connection with Seller’s Exchange. Buyer makes absolutely no representations or warranties of any kind or nature (express or implied) that tax deferred exchange treatment is available to Seller with respect to Seller’s Exchange, or that such a transaction will qualify in any respect for such treatment, and Buyer shall incur no liability if Seller’s Exchange fails to qualify for the tax deferred treatment intended by Seller. Seller hereby acknowledges and represents to Buyer that Seller is relying solely and entirely upon the advice of Seller’s own consultants with respect to any and all aspects of Seller’s Exchange. In no event shall the obligations of Seller under this Agreement be contingent upon this transaction being included as part of Seller’s Exchange.

Seller’s 1031 Exchange. Buyer acknowledges that Seller may engage in a tax deferred exchange (“"Seller’s 's Exchange”") pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code"). To Without limiting the provisions of Section 18 hereof, to effect Seller’s 's Exchange, Seller may assign its rights in, and delegate its duties under under, this Agreement, as well as transfer the Property, to any exchange accommodator which Seller shall determine. As an accommodation to Seller, Buyer agrees to cooperate with Seller in connection with Seller’s 's Exchange, including the execution of documents therefor, provided the following terms and conditions are satisfied: (ai) Buyer shall have no obligation to take title to any property in connection with Seller’s 's Exchange;. (bii) Except as otherwise provided in this Agreement, Buyer shall not be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to any exchange property, and/or Seller’s 's Exchange;. (ciii) The Closing shall not be contingent or otherwise subject to the consummation of Seller’s 's Exchange, and the Escrow shall timely close in accordance with the terms of this 3102/001/106725 Agreement notwithstanding any failure, for any reason, of the parties to Seller’s 's Exchange to effect the same;. (div) None of the All representations, warranties, covenants and indemnification obligations of Seller set forth in this Agreement shall not be affected or limited by Seller’s 's use of an exchange accommodator and shall survive Seller’s 's Exchange and shall continue to inure directly from Seller for the benefit of Buyer;. (ev) None of the All representations, warranties, covenants and indemnification obligations of Buyer set forth in this Agreement shall not be affected or limited by Seller’s 's use of an exchange accommodator and shall survive Seller’s 's Exchange and shall continue to inure directly from Buyer for the benefit of Seller; (f) Seller agrees to indemnify, protect, defend (with counsel reasonably acceptable to Buyer) and hold Buyer harmless from and against any and all causes of action, claims, demands, liabilities, costs and expenses, including actual attorneys’ fees and costs, incurred by Buyer in connection with Seller’s Exchange. Buyer makes absolutely no representations or warranties of any kind or nature (express or implied) that tax deferred exchange treatment is available to Seller with respect to Seller’s 's Exchange, or that such a transaction will qualify in any respect for such treatment, and Buyer shall incur no liability if Seller’s 's Exchange fails to qualify for the tax deferred treatment intended by Seller. Seller hereby acknowledges and represents to Buyer that Seller is relying solely and entirely upon the advice of Seller’s 's own consultants with respect to any and all aspects of Seller’s 's Exchange. In no event shall the obligations of Seller under this Agreement be contingent upon this transaction being included as part of Seller’s 's Exchange.

Seller’s 1031 Exchange. Buyer acknowledges that Seller may engage in a tax deferred exchange (“"Seller’s 's Exchange”") pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code"). To Without limiting the provisions of Section 18 hereof, to effect Seller’s 's Exchange, Seller may assign its rights in, and delegate its duties under under, this Agreement, as well as transfer the Property, to any exchange accommodator which Seller shall determine. As an accommodation to Seller, Buyer agrees to cooperate with Seller in connection with Seller’s 's Exchange, including the execution of documents therefor, provided the following terms and conditions are satisfied: (ai) Buyer shall have no obligation to take title to any property in connection with Seller’s 's Exchange;. (bii) Except as otherwise provided in this Agreement, Buyer shall not be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to any exchange property, and/or Seller’s 's Exchange;. (ciii) The Closing shall not be contingent or otherwise subject to the consummation of Seller’s 's Exchange, and the Escrow shall timely close in accordance with the terms of this Agreement notwithstanding any failure, for any reason, of the parties to Seller’s 's Exchange to effect the same;. (div) None of the All representations, warranties, covenants and indemnification obligations of Seller set forth in this Agreement shall not be affected or limited by Seller’s 's use of an exchange accommodator and shall survive Seller’s 's Exchange and shall continue to inure directly from Seller for the benefit of Buyer;. (ev) None of the All representations, warranties, covenants and indemnification obligations of Buyer set forth in this Agreement shall not be affected or limited by Seller’s 's use of an exchange accommodator and shall survive Seller’s 's Exchange and shall continue to inure directly from Buyer for the benefit of Seller; (f) Seller agrees to indemnify, protect, defend (with counsel reasonably acceptable to Buyer) and hold Buyer harmless from and against any and all causes of action, claims, demands, liabilities, costs and expenses, including actual attorneys’ fees and costs, incurred by Buyer in connection with Seller’s Exchange. Buyer makes absolutely no representations or warranties of any kind or nature (express or implied) that tax deferred exchange treatment is available to Seller with respect to Seller’s 's Exchange, or that such a transaction will qualify in any respect for such treatment, and Buyer shall incur no liability if Seller’s 's Exchange fails to qualify for the tax deferred treatment intended by Seller. Seller hereby acknowledges and represents to Buyer that Seller is relying solely and entirely upon the advice of Seller’s 's own consultants with respect to any and all aspects of Seller’s 's Exchange. In no event shall the obligations of Seller under this Agreement be contingent upon this transaction being included as part of Seller’s 's Exchange.

Seller’s 1031 Exchange. Buyer acknowledges that any Seller may engage in a tax deferred exchange (“Seller’s Exchange”) pursuant to Section 1031 of the Code. To Without limiting the provisions of Section 16.1 hereof, in order to effect Seller’s Exchange, any Seller may assign its rights in, and delegate its duties under this Agreement, as well as transfer the PropertyProperty owned by such Seller, to any exchange accommodator which Seller shall determine. As an accommodation to such Seller, Buyer agrees to cooperate with such Seller in connection with Seller’s Exchange, including the execution of documents therefor, provided the following terms and conditions are satisfied: (a) Buyer shall have no obligation to take title to any property in connection with Seller’s Exchange; (b) Except as otherwise provided in this Agreement, Buyer shall not be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to any exchange property, property and/or Seller’s Exchange; (c) The Closing shall not be contingent or otherwise subject to the consummation of Seller’s Exchange, and the Escrow shall timely close in accordance with the terms of this Agreement notwithstanding any failure, for any reason, of the parties to Seller’s Exchange to effect the same; (d) None of the All representations, warranties, covenants and indemnification obligations of such Seller set forth in this Agreement shall not be affected or limited by such Seller’s use of an exchange accommodator and shall survive Seller’s Exchange and shall continue to inure directly from such Seller for the benefit of Buyer; (e) None of the All representations, warranties, covenants and indemnification obligations of Buyer set forth in this Agreement shall not be affected or limited by such Seller’s use of an exchange accommodator and shall survive Seller’s Exchange and shall continue to inure directly from Buyer for the benefit of such Seller;; and (f) Such Seller agrees to indemnify, protect, defend (with counsel reasonably acceptable to Buyer) and hold Buyer harmless from and against any and all causes of action, claims, demands, liabilities, costs and expenses, including actual attorneys’ fees and costs, incurred by Buyer in connection with Seller’s Exchange. Buyer makes absolutely no representations or warranties of any kind or nature (express or implied) that tax deferred exchange treatment is available to any Seller with respect to Seller’s Exchange, or that such a transaction will qualify in any respect for such treatment, and Buyer shall incur no liability if Seller’s Exchange fails to qualify for the tax deferred treatment intended by such Seller. Each Seller hereby acknowledges and represents to Buyer that each Seller is relying solely and entirely upon the advice of such Seller’s own consultants with respect to any and all aspects of Seller’s Exchange. In no event shall the obligations of any Seller under this Agreement be contingent upon this transaction being included as part of Seller’s Exchange.

Seller’s 1031 Exchange. Buyer acknowledges that Seller may engage in a tax deferred exchange (“Seller’s Exchange”) pursuant to Section 1031 of the Code. To Without limiting the provisions of Section 17.1 hereof, in order to effect Seller’s Exchange, Seller may assign its rights in, and delegate its duties under this Agreement, as well as transfer the Property, to any exchange accommodator which Seller shall determine. As an accommodation to Seller, Buyer agrees to cooperate with Seller in connection with Seller’s Exchange, including the execution of documents therefor, provided the following terms and conditions are satisfied: (a) Buyer shall have no obligation to take title to any property in connection with Seller’s Exchange; (b) Buyer shall not be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to any exchange property, and/or Seller’s Exchange; (c) The Closing shall not be contingent or otherwise subject to the consummation of Seller’s Exchange, and the Escrow shall timely close in accordance with the terms of this Agreement notwithstanding any failure, for any reason, of the parties to Seller’s Exchange to effect the same; (d) None of the All representations, warranties, covenants and indemnification obligations of Seller set forth in this Agreement shall not be affected or limited by Seller’s use of an exchange accommodator and shall survive Seller’s Exchange and shall continue to inure directly from Seller for the benefit of Buyer; (e) None of the All representations, warranties, covenants and indemnification obligations of Buyer set forth in this Agreement shall not be affected or limited by Seller’s use of an exchange accommodator and shall survive Seller’s Exchange and shall continue to inure directly from Buyer for the benefit of Seller;; and (f) Seller agrees to indemnify, protect, defend (with counsel reasonably acceptable to Buyer) and hold Buyer harmless from and against any and all causes of action, claims, demands, liabilities, costs and expenses, including actual attorneys’ fees and costs, incurred by Buyer in connection with Seller’s Exchange. Buyer makes absolutely no representations or warranties of any kind or nature (express or implied) that tax deferred exchange treatment is available to Seller with respect to Seller’s Exchange, or that such a transaction will qualify in any respect for such treatment, and Buyer shall incur no liability if Seller’s Exchange fails to qualify for the tax deferred treatment intended by Seller. Seller hereby acknowledges and represents to Buyer that Seller is relying solely and entirely upon the advice of Seller’s own consultants with respect to any and all aspects of Seller’s Exchange. In no event shall the obligations of Seller under this Agreement be contingent upon this transaction being included as part of Seller’s Exchange.

Seller’s 1031 Exchange. Buyer acknowledges that Seller may engage in a tax deferred exchange (“Seller’s Exchange”) pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”). To Without limiting the provisions of Section 18 hereof, to effect Seller’s Exchange, Seller may assign its rights in, and delegate its duties under under, this Agreement, as well as transfer the Property, to any exchange accommodator which Seller shall determine. As an accommodation to Seller, Buyer agrees to cooperate with Seller in connection with Seller’s Exchange, including the execution of documents therefor, provided the following terms and conditions are satisfied: (ai) Buyer shall have no obligation to take title to any property in connection with Seller’s Exchange;. (bii) Except as otherwise provided in this Agreement, Buyer shall not be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to any exchange property, and/or Seller’s Exchange;. (ciii) The Closing shall not be contingent or otherwise subject to the consummation of Seller’s Exchange, and the Escrow shall timely close in accordance with the terms of this Agreement notwithstanding any failure, for any reason, of the parties to Seller’s Exchange to effect affect the same;. (div) None of the All representations, warranties, covenants and indemnification obligations of Seller set forth in this Agreement shall not be affected or limited by Seller’s use of an exchange accommodator and shall survive Seller’s Exchange and shall continue to inure directly from Seller for the benefit of Buyer;. (ev) None of the All representations, warranties, covenants and indemnification obligations of Buyer set forth in this Agreement shall not be affected or limited by Seller’s use of an 3102/001/117988.10 exchange accommodator and shall survive Seller’s Exchange and shall continue to inure directly from Buyer for the benefit of Seller; (f) Seller agrees to indemnify, protect, defend (with counsel reasonably acceptable to Buyer) and hold Buyer harmless from and against any and all causes of action, claims, demands, liabilities, costs and expenses, including actual attorneys’ fees and costs, incurred by Buyer in connection with Seller’s Exchange. Buyer makes absolutely no representations or warranties of any kind or nature (express or implied) that tax deferred exchange treatment is available to Seller with respect to Seller’s Exchange, or that such a transaction will qualify in any respect for such treatment, and Buyer shall incur no liability if Seller’s Exchange fails to qualify for the tax deferred treatment intended by Seller. Seller hereby acknowledges and represents to Buyer that Seller is relying solely and entirely upon the advice of Seller’s own consultants with respect to any and all aspects of Seller’s Exchange. In no event shall the obligations of Seller under this Agreement be contingent upon this transaction being included as part of Seller’s Exchange.

Seller’s 1031 Exchange. Buyer acknowledges that Seller may engage in shall have the right, but not the obligation, to include the sale of the Property as part of a tax deferred exchange (“Seller’s Exchange”) pursuant to under Section 1031 of the Code. To effect Seller’s ExchangeInternal Revenue Code of 1986 ("Exchange Transaction"), Seller may assign its rights in, and delegate its duties under this Agreement, as well as transfer the Property, to any exchange accommodator which Seller shall determine. As an accommodation to Seller, Buyer agrees to cooperate with Seller in connection with Seller’s Exchange, including the execution of documents therefor, provided the following terms and conditions are satisfied: (a) Buyer shall have no obligation to take title to any property in connection with Seller’s Exchange; (b) Buyer shall not be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to any exchange property, and/or Seller’s Exchange; (c) The Closing shall not be contingent or otherwise subject to the consummation of Seller’s Exchange, and the Escrow shall timely close in accordance with the terms of this Agreement notwithstanding any failure, for any reason, of the parties to Seller’s Exchange to effect the same; (d) None of the representations, warranties, covenants and indemnification obligations of Seller set forth in this Agreement shall be affected or limited by Seller’s use of an exchange accommodator and shall survive Seller’s Exchange and shall continue to inure directly from Seller for the benefit of Buyer; (e) None of the representations, warranties, covenants and indemnification obligations of Buyer set forth in this Agreement shall be affected or limited by Seller’s use of an exchange accommodator and shall survive Seller’s Exchange and shall continue to inure directly from Buyer for the benefit of Seller; , at no cost, expense or liability to Purchaser. Purchaser agrees to reasonably cooperate with Seller in any manner necessary to facilitate such Exchange Transaction, including but not limited to the execution of any and all documents (fsubject to the approval of Purchaser's legal counsel, which approval shall not be unreasonably withheld, delayed or conditioned) as shall be reasonably necessary in connection therewith, all at no cost, expense or liability to Purchaser. Purchaser acknowledges that, in order to facilitate the Exchange Transaction, Seller may be required to assign its rights under this Agreement to a qualified intermediary, and Purchaser hereby agrees to such assignment. Nothing herein, however, shall be deemed to modify the terms of this Agreement, to obligate Purchaser to pay any additional sums or incur any additional costs as a result of the Exchange Transaction, to expose Purchaser to any additional obligations or liability as a result of the Exchange Transaction or to waive any of Purchaser's rights under this Agreement. 22 33.2 Purchaser's 1031 Exchange. Seller acknowledges and is aware that Purchaser is purchasing the Property as part of a tax deferred exchange under Section 1031 of the Internal Revenue Code of 1986 ("Purchaser's Exchange Transaction"). Seller agrees to indemnifyreasonably cooperate with Purchaser in any manner necessary to facilitate Purchaser's Exchange Transaction, protect, defend (with counsel reasonably acceptable including but not limited to Buyer) and hold Buyer harmless from and against the execution of any and all causes documents (subject to the approval of actionSeller's legal counsel, claimswhich approval shall not be unreasonably withheld, demands, liabilities, costs and expenses, including actual attorneys’ fees and costs, incurred by Buyer delayed or conditioned) as shall be reasonably necessary in connection with Seller’s Exchange. Buyer makes absolutely therewith, all at no representations cost, expense or warranties of any kind or nature (express or implied) that tax deferred exchange treatment is available liability to Seller with respect to Seller’s Exchange, or that such a transaction will qualify in any respect for such treatment, and Buyer shall incur no liability if Seller’s Exchange fails to qualify for the tax deferred treatment intended by Seller. Seller hereby acknowledges and represents that, in order to Buyer that Seller is relying solely and entirely upon the advice of Seller’s own consultants with respect facilitate Purchaser's Exchange Transaction, Purchaser may be required to any and all aspects of Seller’s Exchange. In no event shall the obligations of Seller assign its rights under this Agreement to a qualified intermediary, and Seller hereby agrees to such assignment. Nothing herein, however, shall be contingent upon deemed to modify the terms of this transaction being included Agreement, to expose Seller to any additional obligations or liability as part a result of Purchaser's Exchange Transaction or to waive any of Seller’s Exchange's rights under this Agreement. 34.