Common use of Tax Free Exchange Clause in Contracts

Tax Free Exchange. Seller and Buyer agree that, at either party's election, either party (the “Electing Party”) may consummate the sale or acquisition, as the case may be, of the Property as a so-called like-kind or tax-deferred exchange (the “Tax-Free Exchange”) pursuant to Section 1031 of the Code and the other party (the “Non-Electing Party”) agrees to reasonably cooperate with the Electing Party in connection therewith (including but not limited to executing such documents as the Electing Party may reasonably request), provided that: (i) the Electing Party shall effect the Exchange through an assignment of its rights, but not its obligations, under this Agreement to a qualified intermediary as provided in Treasury Regulations Section 1.1031(k)-1(g)(4) and the Non-Electing Party shall not be required to acquire or hold title to any real property for purposes of consummating the Exchange; (ii) the Electing Party shall pay any additional costs that would not otherwise have been incurred by either party had the Electing Party not consummated the sale through an Exchange; (iii) the Closing shall not be delayed by reason of an Exchange; (iv) such Exchange shall not be contrary to or inconsistent with the terms of this Agreement; and (v) the Electing Party shall, and hereby does, indemnify and hold the Non-Electing Party harmless from any loss, cost, damage, liability or expense which may arise or which the Non-Electing Party may suffer in connection with an Exchange. The Non-Electing Party shall not by this Agreement or acquiescence to the Exchange (1) have its rights under this Agreement affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted to the Requesting Party that the Exchange in fact complies with Section 1031 of the Code. The indemnification provisions set forth in this Section 11T shall survive the Closing. U.Preparation and Delivery of Financial Statements.

Tax Free Exchange. Seller and Buyer agree that(a) Notwithstanding any terms in the Agreement to the contrary, at either party's electioneach party 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 Code. (b) Upon request of either party (the “Electing Requesting Party”) may consummate and at the sale or acquisition, as the case may be, expense of the Property as a so-called like-kind or Requesting Party, the other party agrees to cooperate with the Requesting Party with respect to any tax-deferred exchange (the “Tax-Free Exchange”) pursuant to the provisions of Section 1031 of the Code and the other party (Treasury Regulations thereunder and to execute any and all documents reasonably requested by the “Non-Electing Party”) agrees to reasonably cooperate with the Electing Requesting Party in connection therewith (including but not limited to executing such documents as the Electing Party may reasonably request)therewith, provided that: that (i) the Electing other party shall not incur additional costs or expenses attributable to the exchange, including reasonable attorneys’ fees, deed excise taxes and recording fees; (ii) the Requesting Party agrees to indemnify and hold the other harmless from and against all liability arising from any tax deferred exchange relating to the Property conducted by the Requesting Party, (iii) the other party shall not be required to purchase or take title to any replacement property in connection with any such deferred exchange (the “Replacement Property”) and (iv) the Closing Date shall not be altered as a result of any such exchange. (c) Each party acknowledges that the other party shall not be deemed an agent of the Requesting Party in connection with said exchange. Each party further acknowledges that all agreements in connection with performing the exchange shall be prepared at the Requesting Party’s expense by its counsel. (d) Without limiting the foregoing, the Requesting Party shall effect have the Exchange through an assignment right to transfer all or any portion of its rights, but not its obligations, interests under this the Agreement to a qualified intermediary as provided (the “Intermediary”) in accordance with the provisions of Section 1031 of the Code and the Treasury Regulations Section 1.1031(k)-1(g)(4) and thereunder (and, as a result of the Non-Electing transfer, the Intermediary will acquire an equitable interest in the title to the Property); provided, the Requesting Party shall not be required to acquire or hold title to any real property for purposes released from its obligations hereunder as a result of consummating the Exchange; (ii) the Electing Party shall pay any additional costs that would not otherwise have been incurred by either party had the Electing Party not consummated the sale through an Exchange; (iii) the Closing shall not be delayed by reason of an Exchange; (iv) such Exchange shall not be contrary to or inconsistent with the terms of this Agreement; and (v) the Electing Party shall, and hereby does, indemnify and hold the Non-Electing Party harmless from any loss, cost, damage, liability or expense which may arise or which the Non-Electing Party may suffer in connection with an Exchange. The Non-Electing Party shall not by this Agreement or acquiescence to the Exchange (1) have its rights under this Agreement affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted to the Requesting Party that the Exchange in fact complies with Section 1031 of the Code. The indemnification provisions set forth in this Section 11T shall survive the Closing. U.Preparation and Delivery of Financial Statementstransfer.

Tax Free Exchange. Seller and Buyer agree that, at either party's election, either party (The parties hereto hereby consent to the “Electing Party”) may consummate consummation of the sale or acquisitionpurchase, as the case may be, of the Property as part of a so-called like-like kind or tax-deferred exchange (the “Tax-Free in either case, an "Exchange”") pursuant to Section 1031 of the Code Internal Revenue Code, and each of Seller and Purchaser agree to cooperate with each other in all reasonable ways, but without cost, expense or liability to the cooperating party, to allow the other party (the “Non-Electing Party”) agrees to reasonably cooperate with the Electing Party in connection therewith (including but not limited to executing such documents as the Electing Party may reasonably request)accomplish an Exchange, provided that: (i) the Electing Party party engaging in an Exchange shall effect notify the other party thereof not later than five (5) days prior to the Closing; (ii) the Closing shall in no way be delayed as a result of any party engaging in an Exchange; (iii) the party engaging in an Exchange shall pay all costs and expenses associated with such Exchange including any costs of the other party that would not have been incurred by such party but for the party engaging in the Exchange through engaging in such Exchange; (iv) the party not engaging in an Exchange shall in no way have its rights under this Agreement affected or diminished in any way by reason of the other party engaging in an Exchange; (v) neither party shall be required to take an assignment of its rights, but not its obligations, under this Agreement to a qualified intermediary as provided in Treasury Regulations Section 1.1031(k)-1(g)(4) and the Non-Electing Party shall not purchase agreement for relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the Exchange; (ii) the Electing Party shall pay any additional costs that would not otherwise have been incurred by either party had the Electing Party not consummated the sale through an Exchange; (iii) the Closing shall not be delayed by reason of an Exchange; (iv) such Exchange shall not be contrary to or inconsistent with the terms of this Agreementother party; and (vvi) the Electing Party shall, party engaging in an Exchange shall and hereby doesdoes indemnify, indemnify defend and hold save the Non-Electing Party other harmless from and against any and all loss, costliability, obligation, damage, liability or claim, suit, action, proceeding, cost and/or expense which may arise or including, without limitation, reasonable attorneys' fees which the Non-Electing Party other party may suffer or incur as a result of the indemnifying party engaging in connection with an Exchange. The Non-Electing Party shall not by this Agreement or acquiescence to the Exchange (1) have its rights under this Agreement affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted to the Requesting Party that the Exchange in fact complies with Section 1031 provisions of the Code. The indemnification provisions set forth in this Section 11T 13.18 shall survive the Closing. U.Preparation and Delivery of Financial Statements.

Tax Free Exchange. Purchaser and Seller and Buyer agree that, at acknowledge that Purchaser and/or Seller (either party's election, either such party (the “Electing or both such parties) being referred to as an "Exchanging Party”") may consummate desire to structure the sale or acquisition, as the case may be, Exchanging Party's acquisition of the Subject Property as and/or the Exchanging Party's disposition of the Subject Property in a so-called like-kind manner intended by the Exchanging Party to constitute a simultaneous or tax-deferred exchange of the Subject Property for property of a like kind (the “Tax-Free Exchange”"Replacement Property") pursuant to that is described in Section 1031 of the Internal Revenue Code and the other party of 1986, as amended (the “Non-Electing Party”) agrees to reasonably cooperate with the Electing Party an "Exchange"). Notwithstanding anything in connection therewith (including but not limited to executing such documents as the Electing Party may reasonably request), provided that: (i) the Electing Party shall effect the Exchange through an assignment of its rights, but not its obligations, under this Agreement to a qualified intermediary as provided in Treasury Regulations the contrary, but subject to the provisions of Section 1.1031(k)-1(g)(4) and 13.10 hereof, the Non-Electing Exchanging Party shall not have the right to assign its interest in this Agreement without the other party's consent to a third party in a simultaneous exchange or to such person or entity as the Exchanging Party may designate to serve as a "qualified intermediary" (within the meaning of Treasury Regulation ss.1.1031(k)- 429961.8 l(g)(4)) for the sole purpose of enabling the Exchanging Party to effect such an Exchange); provided, however, that notwithstanding any such assignment, neither Seller nor Purchaser shall be required released from any of such party's liabilities, obligations or indemnifications under this Agreement. Purchaser and Seller shall cooperate in all reasonable respects with each other in order to acquire or hold title to effect any real property for purposes of consummating the Exchange; provided, however, that (iia) the Electing Party shall pay any additional costs that would not otherwise have been incurred by either party had the Electing Party not consummated the sale through party's ability to consummate an Exchange; (iii) the Closing shall not be delayed by reason of an Exchange; (iv) such Exchange shall not be contrary a condition to or inconsistent with the terms obligations of that party under this Agreement; and (vb) the Electing Party shall, and hereby does, indemnify and hold the Non-Electing Party harmless from any loss, cost, damage, liability neither party warrants or expense which may arise or which the Non-Electing Party may suffer in connection with an Exchange. The Non-Electing Party shall not by this Agreement or acquiescence to the Exchange (1) have its rights under this Agreement affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted any of the tax consequences to the Requesting Party that other party with respect to the transactions contemplated hereunder; and (c) neither party shall be required to incur any additional cost, expense or liability as a result of any Exchange in fact complies with Section 1031 consummated for the benefit of the Code. The indemnification provisions set forth in this Section 11T shall survive the Closing. U.Preparation and Delivery of Financial Statementsother party.

Tax Free Exchange. Seller and Buyer agree that, at either party's election, The parties hereby acknowledge that either party (the “Electing Party”) hereto may desire to consummate the sale or acquisition, as the case may be, of the Property this transaction as a so-called like-kind tax deferred exchange or tax-a reverse tax deferred exchange (the “Tax-Free "Exchange”") pursuant to for other real property and improvements of like kind (the "Exchange Property") under Internal Revenue Code Section 1031 and the regulations promulgated thereunder. The parties agree to cooperate with each other to accomplish such Exchange, including the execution of documents therefor, provided each and every one of the Code following terms and conditions are satisfied: (a) either party shall notify the other not less than ten (10) Business Days prior to the Closing Date that such party has arranged such an Exchange and as soon as reasonably possible thereafter but in all events prior to the Closing Date, Seller and Buyer, and such other parties as may be necessary to effect the Exchange, shall have executed any and all documents (the “Non-Electing Party”"Exchange Documents") agrees satisfactory to reasonably cooperate with the Electing Party in connection therewith (including but not limited parties and their respective legal counsel which are necessary to executing such documents as the Electing Party may reasonably request), provided that: (i) the Electing Party shall effect the Exchange through an assignment of its rights, but not its obligations, under this Agreement to a qualified intermediary as provided in Treasury Regulations Section 1.1031(k)-1(g)(4Exchange; (b) and the Non-Electing Party neither party shall not be required to acquire execute any Exchange Documents in connection with the Exchange unless and until both parties have expressly notified each other in writing that each specific Exchange Document has been approved; (c) except for costs incurred by the applicable party in connection with the Exchange, neither party shall be obligated to pay any facilitator, intermediary or hold escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred by the other party with respect to any real property for purposes of consummating the Exchange Property and/or the Exchange; (iid) in no way shall the Electing Party shall pay any additional costs that would not Closing be contingent or otherwise have been incurred by either party had subject to the Electing Party not consummated consummation of the sale through an Exchange; (iii) Exchange for the Exchange Property, and the Closing shall not be delayed by reason of an Exchange; (iv) such Exchange shall not be contrary to or inconsistent occur on the Closing Date in accordance with the terms of this Agreement despite any failure or delay, for any reason, of any party hereto and any other parties to the Exchange to effect the same; (e) if, for any reason (including a breach or default by Seller under this Agreement), the Closing hereunder does not occur, Seller shall have no responsibility or liability to any third party involved in the Exchange transaction; (f) Buyer shall use a third party facilitator or intermediary to sell the Exchange Property so that Seller shall have no obligations in connection with the sale of the Exchange Property to the third party involved in the Exchange or in connection with any agreement or document with respect thereto; (g) Seller will not be required to make any representations or warranties nor assume any obligations, including any debt secured by the Exchange Property or otherwise, nor spend any sum or incur any personal liability whatsoever in connection with the Exchange transaction contemplated hereby, nor shall the cash which Buyer is required to pay hereunder to obtain the Property be subject to liquidated damages or forfeiture or be increased with respect to such Exchange; (h) both parties hereto indemnify and agree to hold the other party harmless from and against any and all causes, claims, demand, liabilities, costs and expenses, including reasonable attorneys' fees, as a result of or in connection with the Exchange Property and any such Exchange; and (vi) by consummating the Electing Party shallExchange, and hereby does, indemnify and hold the Non-Electing Party harmless from any loss, cost, damage, liability or expense which may arise or which the Non-Electing Party may suffer in connection with an Exchange. The Non-Electing Party neither party shall not by this Agreement or acquiescence to the Exchange (1) have its rights under this Agreement affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted to the Requesting Party other party that the Exchange in fact complies with Section 1031 of the Internal Revenue Code. The indemnification provisions set forth in of this Section 11T 31 shall survive any termination of this Agreement and shall survive the Closing and shall not merge into the Grant Deed or any other document or instrument delivered at Closing. U.Preparation and Delivery of Financial Statements.

Tax Free Exchange. Seller Buyer and Buyer agree that, at Sellers acknowledge that either party's election, either party (the “Electing Party”) Party may consummate the sale or acquisition, as the case may be, of the Property wish to structure this transaction as a so-called tax deferred exchange of like-kind or tax-deferred exchange (property within the “Tax-Free Exchange”) pursuant to meaning of Section 1031 of the Code and the other party (the “Non-Electing Party”) Code. Each Party agrees to reasonably cooperate with the Electing other Party in connection therewith (including but not limited to executing effect such documents as the Electing Party may reasonably request)an exchange; provided, provided that: however, that (i) the Electing Party shall effect the Exchange through an assignment of its rights, but not its obligations, under this Agreement to a qualified intermediary as provided in Treasury Regulations Section 1.1031(k)-1(g)(4) and the Non-Electing cooperating Party shall not be required to acquire or hold take title to any real property for purposes of consummating the Exchange; exchange property, (ii) the Electing cooperating Party shall pay not be required to incur any additional expense (excluding attorneys' fees) or liability whatsoever in connection with the exchange, including, without limitation, any obligation for the payment of any title, brokerage or other costs that would not otherwise have been incurred by either party had with respect to the Electing Party not consummated the sale through an Exchange; exchange, (iii) no substitution of the Closing effectuating Party shall release said Party from any of its obligations, warranties or representations set forth in this Agreement or from liability for any prior or subsequent default under this Agreement by the effectuating Party, its successors or assigns, which obligations shall continue as the obligations of a principal and not be delayed by reason of an Exchange; a surety or guarantor, (iv) the effectuating Party shall give the cooperating Party at least five (5) Business Days prior notice of the proposed changes required to effect such Exchange shall not exchange and the identity of any Party to be contrary to or inconsistent with substituted in the terms of this Agreement; and Closing, (v) the Electing Party shall, and hereby does, indemnify and hold the Non-Electing Party harmless from any loss, cost, damage, liability or expense which may arise or which the Non-Electing Party may suffer in connection with an Exchange. The Non-Electing effectuating Party shall not by this Agreement or acquiescence to the Exchange (1) have its rights under this Agreement affected or diminished in any manner or (2) be responsible for compliance with preparing all additional agreements and documents (collectively, the “Exchange Documents”) required by the exchange, at its sole cost and expense, and (vi) the effectuating Party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and other considerations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating Party shall in no event be responsible for, or in any way be deemed to have warranted to the Requesting Party that the Exchange in fact complies with Section 1031 warrant or represent, any tax or other consequences of the Code. The indemnification provisions set forth in this Section 11T shall survive exchange transaction arising by reason of the Closing. U.Preparation and Delivery cooperating Party's performance of Financial Statementsthe acts required hereby.

Tax Free Exchange. Seller Each party hereby agrees to take any and Buyer agree that, all actions at either Closing as are reasonably necessary (but at no cost or expense to the non-exchanging party's election, either party () to help the “Electing Party”) may consummate the sale or acquisition, as the case may be, other to effectuate a like-kind exchange of the Property as a so-called like-kind or tax-deferred exchange (the “Tax-Free Exchange”) pursuant to Section 1031 of the Internal Revenue Code and of the other party United States (the “Non-Electing PartyCode”) agrees to reasonably cooperate with the Electing Party in connection therewith (including ), including, but not limited to executing such documents as the Electing Party may reasonably request), provided that: (i) entering into a like-kind exchange trust agreement authorized by a “qualified intermediary” to effectuate a like-kind exchange of the Electing Party Property, which agreement shall effect be in the Exchange through an assignment form and substance sufficient to allow such party’s exchange of its rightsthe Property to qualify as a tax-free exchange under Section 1031 of the Code, but not its obligations, under this Agreement and (ii) paying to a the qualified intermediary as provided the cash at closing for the Property in Treasury Regulations Section 1.1031(k)-1(g)(4) and accordance with the Noninstructions of the intermediary; provided, however, that in no event shall the non-Electing Party shall not requesting party be required to acquire or hold take title to any other real property for purposes of consummating the Exchange; (ii) the Electing Party shall pay or to incur any additional costs that would expenses or liability in order to effectuate the like-kind exchange and the like-kind exchange shall not otherwise have been incurred by either party had the Electing Party not consummated the sale through an Exchange; (iii) delay the Closing Date. The requesting party, whether Seller or Buyer, shall not be delayed by reason of an Exchange; give the non-requesting party written notice at least fifteen (iv15) such Exchange shall not be contrary days prior to the Closing Date that the requesting party intends to effectuate a like-kind exchange. Further, the requesting party, whether Seller or inconsistent with the terms of this Agreement; and (v) the Electing Party shallBuyer, and hereby doesagrees to indemnify, indemnify defend and hold the Non-Electing Party other party harmless from and against any lossand all costs, costexpenses, damage, liability or expense which may arise or which the Non-Electing Party may suffer in connection claims and other liabilities of any kind arising with an Exchange. The Non-Electing Party shall not by this Agreement or acquiescence regard to the Exchange (1) have its rights under this Agreement affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted effectuation of a tax free exchange as described herein. Notwithstanding anything to the Requesting Party that contrary provided herein, the Exchange in fact complies with non-requesting party makes no representations or warranties as to the tax treatment for the transaction contemplated hereby or the ability of the transaction contemplated to qualify for like-kind exchange treatment pursuant to Section 1031 of the Code. The indemnification provisions set forth In the event both parties desire to effectuate a like-kind exchange as described herein, each party shall pay any and all costs associated with their respective transactions. Nothing contained in this Section 11T Article XVII shall survive be construed to obligate Buyer to enter into any installment sales contract or to sever this Contract into two or more purchase contracts, it being expressly understood by the Closing. U.Preparation parties that any exchange authorized hereby shall be an exchange by either Seller or Buyer and Delivery of Financial Statementsnot any individuals or entities comprising either Seller or Buyer.

Tax Free Exchange. Seller Subject to the terms and Buyer agree thatconditions of this Section, each party hereby agrees, provided at either party's electionleast ten (10) business days prior written notice of the requested action has been delivered to the party being requested to take action, either party to take such actions at the Closing (but at no time thereafter) as are reasonably necessary to help the “Electing Party”) may consummate the sale or acquisition, as the case may be, other to effectuate a like-kind exchange of the Property as a so-called like-kind or tax-deferred exchange (the “Tax-Free Exchange”) pursuant to Section 1031 of the Code Internal Revenue Code; provided, however, that in no event shall (a) the non-requesting party be required to take title to or hold or possess any property or to assume, suffer or incur any expense, obligation or liability in order to effectuate the like-kind exchange or to assist the requesting party with its exchange, (b) either party’s exchange delay or extend the Closing Date or any other time for performance of the requesting party’s obligations under this Agreement, or (c) shall the requesting party be relieved in any manner of or from any of its representations, warranties, covenants, or other obligations under this Agreement or any exhibit hereto. The requesting party, whether Seller or Buyer, agrees to indemnify, defend and hold the other party harmless from and against any and all costs, expenses, damages, suits, claims and other liabilities of any kind arising with regard to the requesting party’s effectuation of (the “Non-Electing Party”or attempt to effectuate) agrees to reasonably cooperate or assistance with the Electing Party in connection therewith (including but not limited to executing such documents requesting party’s tax free exchange as the Electing Party may reasonably request), provided that: (i) the Electing Party shall effect the Exchange through an assignment of its rights, but not its obligations, under this Agreement to a qualified intermediary as provided in Treasury Regulations Section 1.1031(k)-1(g)(4) and the Non-Electing Party shall not be required to acquire or hold title to any real property for purposes of consummating the Exchange; (ii) the Electing Party shall pay any additional costs that would not otherwise have been incurred by either party had the Electing Party not consummated the sale through an Exchange; (iii) the Closing shall not be delayed by reason of an Exchange; (iv) such Exchange shall not be contrary to or inconsistent with the terms of this Agreement; and (v) the Electing Party shall, and hereby does, indemnify and hold the Non-Electing Party harmless from any loss, cost, damage, liability or expense which may arise or which the Non-Electing Party may suffer in connection with an Exchangedescribed herein. The Non-Electing Party shall not by this Agreement or acquiescence Notwithstanding anything to the Exchange (1) have its rights under this Agreement affected contrary provided herein, the non-requesting party makes no representations or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted warranties as to the Requesting Party that tax treatment for or any other consequence of the Exchange in fact complies with transaction contemplated hereby or the ability of the transaction contemplated to qualify for like-kind exchange treatment pursuant to Section 1031 of the Internal Revenue Code. In the event both parties desire to effectuate a like-kind exchange as described herein, each party shall pay any and all costs associated with their respective transactions. The indemnification provisions indemnity set forth above in this Section 11T shall survive the Closing. U.Preparation Closing and Delivery delivery and recordation of Financial Statementsthe Deed and shall not be merged into the Deed.

Tax Free Exchange. Seller and Buyer agree that, at either party's election, either party (the “Electing Party”) may consummate the sale or acquisition, as the case may be, of the Property as a so-called like-kind or tax-deferred exchange (the “Tax-Free Exchange”) pursuant to Section 1031 of the Code and the other party (the “Non-Electing Party”) agrees to reasonably cooperate with the Electing Party in connection therewith (including but not limited to executing such documents as the Electing Party may reasonably request), provided that: (i) the Electing Party shall effect the Exchange through an assignment of its rights, but not its obligations, under this Agreement to a qualified intermediary as provided in Treasury Regulations Section 1.1031(k)-1(g)(4) and the Non-Electing Party shall not be required to acquire or hold title to any real property for purposes of consummating the Exchange; (ii) the Electing Party shall pay any additional costs that would not otherwise have been incurred by either party had the Electing Party not consummated the sale through an Exchange; (iii) the Closing shall not be delayed by reason of an Exchange; (iv) such Exchange shall not be contrary to or inconsistent with the terms of this Agreement; and (v) the Electing Party shall, and hereby does, indemnify and hold the Non-Electing Party harmless from any loss, cost, damage, liability or expense which may arise or which the Non-Electing Party may suffer in connection with an Exchange. The Non-Electing Party shall not by this Agreement or acquiescence to the Exchange (1) have its rights under this Agreement affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted to the Requesting Party that the Exchange in fact complies with Section 1031 of the Code. The indemnification provisions set forth in this Section 11T shall survive the Closing. U.Preparation and Delivery of Financial Statements.

Tax Free Exchange. Seller Xxxxx and Buyer agree that, at Sellers acknowledge that either party's election, either party (the “Electing Party”) Party may consummate the sale or acquisition, as the case may be, of the Property wish to structure this transaction as a so-called tax deferred exchange of like-kind or tax-deferred exchange (property within the “Tax-Free Exchange”) pursuant to meaning of Section 1031 of the Code and the other party (the “Non-Electing Party”) Code. Each Party agrees to reasonably cooperate with the Electing other Party in connection therewith (including but not limited to executing effect such documents as the Electing Party may reasonably request)an exchange; provided, provided that: however, that (i) the Electing Party shall effect the Exchange through an assignment of its rights, but not its obligations, under this Agreement to a qualified intermediary as provided in Treasury Regulations Section 1.1031(k)-1(g)(4) and the Non-Electing cooperating Party shall not be required to acquire or hold take title to any real property for purposes of consummating the Exchange; exchange property, (ii) the Electing cooperating Party shall pay not be required to incur any additional expense (excluding attorneys' fees) or liability whatsoever in connection with the exchange, including, without limitation, any obligation for the payment of any title, brokerage or other costs that would not otherwise have been incurred by either party had with respect to the Electing Party not consummated the sale through an Exchange; exchange, (iii) no substitution of the Closing effectuating Party shall release said Party from any of its obligations, warranties or representations set forth in this Agreement or from liability for any prior or subsequent default under this Agreement by the effectuating Party, its successors or assigns, which obligations shall continue as the obligations of a principal and not be delayed by reason of an Exchange; a surety or guarantor, (iv) the effectuating Party shall give the cooperating Party at least five (5) Business Days prior notice of the proposed changes required to effect such Exchange shall not exchange and the identity of any Party to be contrary to or inconsistent with substituted in the terms of this Agreement; and Closing, (v) the Electing Party shall, and hereby does, indemnify and hold the Non-Electing Party harmless from any loss, cost, damage, liability or expense which may arise or which the Non-Electing Party may suffer in connection with an Exchange. The Non-Electing effectuating Party shall not by this Agreement or acquiescence to the Exchange (1) have its rights under this Agreement affected or diminished in any manner or (2) be responsible for compliance with preparing all additional agreements and documents (collectively, the “Exchange Documents”) required by the exchange, at its sole cost and expense, and (vi) the effectuating Party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and other considerations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating Party shall in no event be responsible for, or in any way be deemed to have warranted to the Requesting Party that the Exchange in fact complies with Section 1031 warrant or represent, any tax or other consequences of the Code. The indemnification provisions set forth in this Section 11T shall survive exchange transaction arising by reason of the Closing. U.Preparation and Delivery cooperating Party's performance of Financial Statementsthe acts required hereby.