Common use of Tax Free Exchange Clause in Contracts

Tax Free Exchange. As an accommodation to Buyer, Seller agrees to cooperate with Buyer to accomplish an I.R.C. Section 1031 like kind tax deferred exchange, provided that the following terms and conditions are met; (i) Buyer shall give Seller notice of any desired exchange not later than five (5) days prior to the Closing Date; (ii) Seller shall in no way be liable for any additional costs, fees and/or expenses relating to the exchange; (iii) if, for whatever reason, the Closing does not occur, Seller shall have no responsibility or liability to the third party involved in the exchange transaction, if any; and (iv) Seller shall not be required to make any representations or warranties nor assume or incur any obligations or personal liability whatsoever in connection with the exchange transaction. Buyer indemnifies and agrees to hold Seller and each Seller Related Party harmless from and against any and all causes, claims, demands, liabilities, costs and expenses, including attorneys’ fees, as a result of or in connection with any such exchange. As an accommodation to Seller, Buyer agrees to cooperate with Seller to accomplish an I.R.C. Section 1031 like kind tax deferred exchange, provided that the following terms and conditions are met; (i) Seller shall give Buyer notice of any desired exchange not later than five (5) days prior to the Closing Date; (ii) Buyer shall in no way be liable for any additional costs, fees and/or expenses relating to the exchange; (iii) if, for whatever reason, the Closing does not occur, Buyer shall have no responsibility or liability to the third party involved in the exchange transaction, if any; and (iv) Buyer shall not be required to make any representations or warranties nor assume or incur any obligations or personal liability whatsoever in connection with the exchange transaction. Seller indemnifies and agrees to hold Buyer harmless from and against any and all causes, claims, demands, liabilities, costs and expenses, including attorneys’ fees, as a result of or in connection with any such exchange.

Tax Free Exchange. As an accommodation to Buyer, Seller agrees to cooperate with Buyer to accomplish an I.R.C. Section 1031 like kind tax deferred exchange, provided that the following terms and conditions are met; (i) Buyer shall give Seller notice of any desired exchange not later than five (5) days prior to the Closing Date; (ii) Seller shall in no way be liable for any additional costs, fees and/or expenses relating to the exchange; (iii) if, for whatever reason, the Closing does not occur, Seller shall have no responsibility or liability to the third party involved in the exchange transaction, if any; and (iv) Seller shall not be required to make any representations or warranties nor assume or incur any obligations or personal liability whatsoever in connection with the exchange transaction. Buyer indemnifies and agrees to hold Seller and each Seller Related Party its constituent partners harmless from and against any and all causes, claims, demands, liabilities, costs and expenses, including attorneys’ fees, as a result of or in connection with any such exchange. As an accommodation to Seller, Buyer agrees to cooperate with Seller to accomplish an I.R.C. Section 1031 like kind tax deferred exchange, provided that the following terms and conditions are met; (i) Seller shall give Buyer notice of any desired exchange not later than five (5) days prior to the Closing Date; (ii) Buyer shall in no way be liable for any additional costs, fees and/or expenses relating to the exchange; (iii) if, for whatever reason, the Closing does not occur, Buyer shall have no responsibility or liability to the third party involved in the exchange transaction, if any; and (iv) Buyer shall not be required to make any representations or warranties nor assume or incur any obligations or personal liability whatsoever in connection with the exchange transaction. Seller indemnifies and agrees to hold Buyer and its partners harmless from and against any and all causes, claims, demands, liabilities, costs and expenses, including attorneys’ fees, as a result of or in connection with any such exchange.

Tax Free Exchange. As an accommodation Notwithstanding anything to the contrary set forth herein, Buyer may take such steps as Buyer shall deem necessary or desirable to qualify the purchase of the Real Property under Section 1031 of the Internal Revenue Code of 1986, as amended (a "1031 Transaction"), including the use of, and/or assignment of this Agreement to, one or more "qualified intermediaries" within the meaning of Treas. Regs. ' 1.1031(k)-l(g)(4), or the use of any other multiparty arrangement described in Treas. Regs. ' 1.1031(k)-l(g). Seller shall use reasonable efforts to cooperate (which cooperation shall be at Buyer's sole cost and expense) in so affecting a 1031 Transaction, if so desired by Buyer, provided that such structuring shall not adversely affect Seller's rights or obligations hereunder. In providing such assistance, Seller agrees to cooperate with shall execute such documents as may be reasonably required by Buyer to accomplish an I.R.C. Section 1031 like kind tax deferred exchangeeffectuate such exchange ("Exchange Documents") and otherwise comply with the provisions of this Article 31, provided that the following 1031 Transaction and the Exchange Documents shall not (a) require Seller to execute any contract, make any commitment, or incur any obligations, contingent or otherwise, to third parties, (b) cause Seller to be liable or potentially liable for any environmental conditions affecting property, (c) delay the Closing, (d) include Seller's acquiring title to any property or otherwise becoming involved in a transaction with a third party, and (e) otherwise be contrary to or inconsistent with the terms and conditions are met; (i) of this Agreement. Any Exchange Document that Buyer shall give request Seller notice of any desired exchange not later than five to execute shall be prepared and submitted to Seller at least seven (57) business days prior to the Closing Date; (ii) date that Seller's execution thereof is requested. Seller shall execute any such Exchange Document only if it conforms in no way be liable for any additional costs, fees and/or expenses all respects to the provisions of this Agreement relating to an Exchange Document. In no event shall Seller be required, by reason of the exchange; (iii) if, for whatever reason1031 Transaction, the Closing does not occurexecution of any Exchange Document or otherwise, to make any payment or assume or incur any liability, obligation, cost or expense which would be in addition to any obligation expressly assumed by Seller under this Agreement if the Property were transferred directly to Buyer. Neither the 1031 Transaction nor any Exchange Document shall subject either Seller, its respective partners or the heirs, successors and assigns thereof, to any personal liability or obligations. Seller shall have no responsibility or liability obligation to transfer the Property pursuant to an Exchange Document until all conditions to the third party involved transfer of the Property set forth in this Agreement (including, without limitation, payment of the exchange transaction, if any; Purchase Price to Seller and (ivassumption of all liabilities by Buyer) have been satisfied. Buyer acknowledges that Seller shall is agreeing to cooperate with respect to the 1031 Transaction and enter into Exchange Documents solely as an accommodation to Buyer and that it is not be required to make any representations or warranties nor assume or intended that Seller will incur any costs or liabilities with respect to the 1031 Transaction in carrying out its obligations or personal liability whatsoever in connection with pursuant to this Agreement, other than those which would have been incurred if the exchange transactionProperty had been transferred directly to Buyer. Accordingly, Buyer indemnifies and hereby agrees to indemnify, defend and hold Seller Seller, its respective partners and each Seller Related Party the heirs, successors and assigns thereof, harmless from from, against and against in respect of, and shall on demand reimburse Seller, its respective partners and the heirs, successors and assigns thereof for, any and all causesloss, claimsliability, demands, liabilities, costs and expensesdamage or expense, including attorneys’ feesbut not limited to attorneys fees and costs of litigation, as a result arising out of or in connection any way connected with the 1031 Transaction or any such exchangeExchange Document which would not have been incurred if the Property had been transferred directly to Buyer. As an accommodation to Seller, Buyer agrees to cooperate with Seller to accomplish an I.R.C. Section 1031 like kind tax deferred exchange, provided that the following terms and conditions are met; (i) Seller shall give Buyer notice of any desired exchange not later than five (5) days prior to the Closing Date; (ii) Buyer shall in no way be liable responsible for any additional costs, fees and/or expenses relating to the exchange; (iii) if, for whatever reason, the Closing does not occur, Buyer shall have no responsibility or liability to the third party involved in the exchange transaction, if any; and (iv) Buyer shall not be required to make any representations or warranties nor assume or incur any obligations or personal liability whatsoever in connection with the exchange transaction. Seller indemnifies and agrees to hold Buyer harmless from and against any and all causesprofessional fees (including, claimsbut not limited to, demands, liabilities, attorneys' fees and costs and expenses, including attorneys’ fees, as a result of disputes) incurred by Seller in reviewing the Exchange Documents or in connection with any such exchangeotherwise pursuant to this Section 31.

Tax Free Exchange. As an accommodation to Buyer, Seller agrees to cooperate with Buyer to accomplish an I.R.C. Section 1031 like kind tax deferred exchange, provided that the following terms and conditions are met; (i) Buyer shall give Seller notice of any desired exchange not later than five (5) days prior to the Closing Date; (ii) Seller shall in no way be liable for any additional costs, fees and/or expenses relating to the exchange; (iii) if, for whatever reason, the Closing does not occur, Seller shall have no responsibility or liability to the third party involved in the exchange transaction, if any; and (iv) Seller shall not be required to make any representations or warranties nor assume or incur any obligations or personal liability whatsoever in connection with the exchange transaction. Buyer indemnifies and agrees to hold Seller and each Seller Related Party its constituent partners harmless from and against any and all causes, claims, demands, liabilities, costs and expenses, including attorneys’ fees, as a result of or in connection with any such exchange. As an accommodation to Seller, Buyer agrees to cooperate with Seller to accomplish an I.R.C. Section 1031 like kind tax deferred exchange, provided that the following terms and conditions are met; (i) Seller shall give Buyer notice of any desired exchange not later than five (5) days prior to the Closing Date; (ii) Buyer shall in no way be liable for any additional costs, fees and/or expenses relating to the exchange; (iii) if, for whatever reason, the Closing does not occur, Buyer shall have no responsibility or liability to the third party involved in the exchange transaction, if any; and (iv) Buyer shall not be required to make any representations or warranties nor assume or incur any obligations or personal liability whatsoever in connection with the exchange transaction. Seller indemnifies and agrees to hold Buyer and its partners harmless from and against any and all causes, claims, demands, liabilities, costs and expenses, including attorneys’ fees, as a result of or in connection with any such exchange.. [Signatures on following page] Purchase and Sale Agreement Page 38 of 39

Tax Free Exchange. As an accommodation to Buyer, Seller agrees to cooperate with Buyer to accomplish an I.R.C. Section 1031 like kind tax deferred exchange, provided that the following terms and conditions are met; (i) Buyer shall give Seller notice of any desired exchange not later than five (5) days prior to the Closing Date; (ii) Seller shall in no way be liable for any additional costs, fees and/or expenses relating to the exchange; (iii) if, for whatever reason, the Closing does not occur, Seller shall have no responsibility or liability to the third party involved in the exchange transaction, if any; and (iv) Seller shall not be required to make any representations or warranties nor assume or incur any obligations or personal liability whatsoever in connection with the exchange transaction. Buyer indemnifies and agrees to hold Seller and each Seller Related Party its constituent partners harmless from and against any and all causes, claims, demands, liabilities, costs and expenses, including attorneys’ fees, as a result of or in connection with any such exchange. As an accommodation to Seller, Buyer agrees to cooperate with Seller to accomplish an I.R.C. Section 1031 like kind tax deferred exchange, provided that the following terms and conditions are met; (i) Seller shall give Buyer notice of any desired exchange not later than five (5) days prior to the Closing Date; (ii) Buyer shall in no way be liable for any additional costs, fees and/or expenses relating to the exchange; (iii) if, for whatever reason, the Closing does not occur, Buyer shall have no responsibility or liability to the third party involved in the exchange transaction, if any; and (iv) Buyer shall not be required to make any representations or warranties nor assume or incur any obligations or personal liability whatsoever in connection with the exchange transaction. Seller indemnifies and agrees to hold Buyer and its partners harmless from and against any and all causes, claims, demands, liabilities, costs and expenses, including attorneys’ fees, as a result of or in connection with any such exchange.. Purchase and Sale Agreement

Tax Free Exchange. As an accommodation Notwithstanding any terms in the Agreement to Buyerthe contrary, Seller shall have the right to consummate the transactions contemplated by this Agreement in a manner which qualifies as a tax-deferred exchange, in whole or in part, under the provisions of Section 1031 of the Internal Revenue Code, and the Treasury Regulations thereunder. Purchaser agrees to cooperate with Buyer Seller with respect to accomplish an I.R.C. any tax-deferred exchange pursuant to the provisions of Section 1031 like kind tax deferred exchangeof the Code and the Treasury Regulations thereunder and to execute any and all documents reasonably requested by Seller in connection therewith; provided, provided however that the following terms and conditions are met; (i) Buyer shall give Seller notice of any desired exchange not later than five (5) days prior to the Closing Date; (ii) Seller shall in no way event shall Purchaser be liable for required to take title to any additional costs, fees and/or expenses relating to exchange property. Without limiting the exchange; (iii) if, for whatever reason, the Closing does not occurforegoing, Seller shall have no responsibility or liability the right to the third party involved (i) transfer interests in the exchange transactionProperty or this Agreement to one or more of its direct or indirect members or partners, if any; and (ivii) Seller shall not be required transfer all or any portion of Seller's (or its transferee's) interests under this Agreement to make any representations or warranties nor assume or incur any obligations or personal liability whatsoever a qualified intermediary (the "Intermediary") in connection accordance with the exchange transaction. Buyer indemnifies provisions of Section 1031 of the Internal Revenue Code and agrees to hold Seller and each Seller Related Party harmless from and against any and all causes, claims, demands, liabilities, costs and expenses, including attorneys’ feesthe Treasury Regulations thereunder (and, as a result of or the transfer, the Intermediary will acquire an equitable interest in connection with any such exchange. As an accommodation the title to Seller, Buyer agrees to cooperate with Seller to accomplish an I.R.C. Section 1031 like kind tax deferred exchange, the Property) provided that the following terms and conditions are met; (i) Seller shall give Buyer notice of any desired exchange not later than five (5) days prior to the Closing Date; (ii) Buyer shall in no way be liable for any additional costs, fees and/or expenses relating to the exchange; simultaneously with such transfer confirm its continued obligations under this Agreement and (iii) ifcause all or any portion of the Purchase Price to be transferred to a qualified escrow or qualified trust in accordance with the provisions of Section 1031 of the Internal Revenue Code and the Treasury Regulations thereunder. Seller shall indemnify and hold Purchaser, for whatever reasonits assignees and nominees harmless from and against all cost, the Closing does not occurloss and damage, Buyer shall have no responsibility or liability to the third party involved in the exchange transactionincluding, if any; and (iv) Buyer shall not be required to make any representations or warranties nor assume or incur any obligations or personal liability whatsoever without limitation, reasonable attorneys' fees, incurred in connection with the exchange transactionmatters described in this Section 14.25. Seller indemnifies The preceding sentence shall survive the Closings and agrees shall not be subject to hold Buyer harmless from and against any and all causes, claims, demands, liabilities, costs and expenses, including attorneys’ fees, as a result of the Basket Limitation or Cap Limitation set forth elsewhere in connection with any such exchangethis Agreement.

Tax Free Exchange. As an accommodation to Buyer, Seller agrees to cooperate with Buyer to accomplish an I.R.C. Section 1031 like kind tax deferred exchange, provided that the following terms and conditions are met; (i) Buyer shall give Seller notice of any desired exchange not later than five (5) days prior to the Closing Date; (ii) Seller shall in no way be liable for any additional costs, fees and/or expenses relating to the exchange; (iii) if, for whatever reason, the Closing does not occur, Seller shall have no responsibility or liability to the third party involved in the exchange transaction, if any; and (iv) Seller shall not be required to make any representations or warranties nor assume or incur any obligations or personal liability whatsoever in connection with the exchange transaction. Buyer indemnifies and agrees to hold Seller and each Seller Related Party harmless from and against any and all causes, claims, demands, liabilities, costs and expenses, including attorneys’ fees, as a result of or in connection with any such exchange. As an accommodation to Seller, Buyer agrees to cooperate with Seller to accomplish an I.R.C. Section 1031 like kind tax deferred exchange, provided that the following terms and conditions are met; (i) Seller shall give Buyer notice of any desired exchange not later than five (5) days prior to the Closing Date; (ii) Buyer shall in no way be liable for any additional costs, fees and/or Purchase and Sale Agreement expenses relating to the exchange; (iii) if, for whatever reason, the Closing does not occur, Buyer shall have no responsibility or liability to the third party involved in the exchange transaction, if any; and (iv) Buyer shall not be required to make any representations or warranties nor assume or incur any obligations or personal liability whatsoever in connection with the exchange transaction. Seller indemnifies and agrees to hold Buyer harmless from and against any and all causes, claims, demands, liabilities, costs and expenses, including attorneys’ fees, as a result of or in connection with any such exchange.

Tax Free Exchange. As an accommodation to Buyer, Seller agrees to cooperate with Buyer to accomplish an I.R.C. Section 1031 like kind tax deferred exchange, provided that the following terms and conditions are met; (i) Buyer shall give Seller notice of any desired exchange not later than five (5) days prior to the Closing Date; (ii) Seller shall in no way be liable for any additional costs, fees and/or expenses relating to the exchange; (iii) if, for whatever reason, the Closing does not occur, Seller shall have no responsibility or liability to the third party involved in the exchange transaction, if any; and (iv) Seller shall not be required to make any representations or warranties nor assume or incur any obligations or personal liability whatsoever in connection with the exchange transaction. Buyer indemnifies and agrees to hold Seller and each Seller Related Party its constituent partners harmless from and against any and all causes, claims, demands, liabilities, costs and expenses, including attorneys’ fees, as a result of or in connection with any such exchange. As an accommodation to Seller, Buyer agrees to cooperate with Seller to accomplish an I.R.C. Section 1031 like kind tax deferred exchange, provided that the following terms and conditions are met; (i) Seller shall give Buyer notice of any desired exchange not later than five (5) days prior to the Closing Date; (ii) Buyer shall in no way be liable for any additional costs, fees and/or expenses relating to the exchange; (iii) if, for whatever reason, the Closing does not occur, Buyer shall have no responsibility or liability to the third party involved in the exchange transaction, if any; and (iv) Buyer shall not be required to make any representations or warranties nor assume or incur any obligations or personal liability whatsoever in connection with the exchange transaction. Seller indemnifies and agrees to hold Buyer and its constituent members and partners harmless from and against any and all causes, claims, demands, liabilities, costs and expenses, including attorneys’ fees, as a result of or in connection with any such exchange.

Tax Free Exchange. As an accommodation to Buyer, Seller agrees to cooperate with Buyer to accomplish an I.R.C. Section 1031 like kind tax deferred exchange, provided that the following terms and conditions are met; (i) Buyer shall give Seller notice of any desired exchange not later than five (5) days prior to the Closing Date; (ii) Seller shall in no way be liable for any additional costs, fees and/or expenses relating to the exchange; (iii) if, for whatever reason, the Closing does not occur, Seller shall have no responsibility or liability to the third party involved in the exchange transaction, if any; and (iv) Seller shall not be required to make any representations or warranties nor assume or incur any obligations or personal liability whatsoever in connection with the exchange transaction. Buyer indemnifies and agrees to hold Seller and each Seller Related Party harmless from and against any and all causes, claims, demands, liabilities, costs and expenses, including attorneys’ fees, as a result of or in connection with any such exchange. As an accommodation to Seller, Buyer agrees to cooperate with Seller to accomplish an I.R.C. Section 1031 like kind tax deferred exchange, provided that the following terms and conditions are met; (i) Seller shall give Buyer notice of any desired exchange not later than five (5) days prior to the Closing Date; (ii) Buyer shall in no way be liable for any additional costs, fees and/or expenses relating to the exchange; (iii) if, for whatever reason, the Closing does not occur, Buyer shall have no responsibility or liability to the third party involved in the exchange transaction, if any; and (iv) Buyer shall not be required to make any representations or warranties nor assume or incur any obligations or personal liability whatsoever in connection with the exchange transaction. Seller indemnifies and agrees to hold Buyer harmless from and against any and all causes, claims, demands, liabilities, costs and expenses, including attorneys’ fees, as a result of or in connection with any such exchange.. [Signatures on following page] Purchase and Sale Agreement 941120.4