Common use of Tax Free Exchange Clause in Contracts

Tax Free Exchange. Notwithstanding any terms in this Agreement to the contrary, Seller and Buyer 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. Seller and Buyer agree to cooperate with each other with respect to any tax-deferred exchange pursuant to the provisions of Section 1031 of the Code and the Treasury Regulations thereunder and to execute any and all documents reasonably requested in connection therewith. Without limiting the foregoing, Seller and Buyer shall have the right to (i) transfer interests in the Property or this Agreement to one or more of its direct or indirect members or partners, (ii) transfer all or any portion of Seller’s and Buyer’s (or its transferee’s) interests under this Agreement to a qualified intermediary (“Intermediary”) in accordance with the provisions of Section 1031 of the Internal Revenue Code and the Treasury Regulations thereunder (and, as a result of the transfer, the Intermediary will acquire an equitable interest in the title to the Property) provided that Seller and Buyer shall simultaneously with such transfer confirm their respective continued obligations to one another under this Agreement and (iii) cause 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. Any such exchange shall be accomplished by supplemental instructions reasonably acceptable to both patties (“Exchange Instructions”), including any exchange documents and instructions with the qualified intermediary. The non-exchanging party shall execute and deliver to the exchanging party or Escrow Holder any and all of the Exchange Instructions provided to the non-exchanging party by the exchanging party within three (3) business days after the receipt of such Exchange Instructions. Each party shall bear its own costs and expenses (including, without limitation, attorneys’ fees and costs) incurred in connection with the preparation and review of the Exchange Instructions. However, neither party shall be obligated to acquire title to any other real property, or be required to incur any additional liability or financial obligation as a consequence of the other party’s contemplated exchange. Buyer and Seller agree that the consummation of this Agreement is not predicated or conditioned upon the completion of any such exchange and the Close of Escrow shall not be delayed as a result thereof.

Tax Free Exchange. Notwithstanding If Seller elects to close the sale of the Property as part of a Section 1031 tax-free exchange, Purchaser agrees to cooperate with Seller as reasonably requested, so long as Purchaser is not required to enter into the chain of title of any terms property other than the Property or to incur any costs, expense obligations or liabilities with reference to such exchange or exchange property or properties, the party performing such exchange shall bear all costs and expenses generated by such election (including, but not limited to, any increase in legal fees associated therewith), and the Closing Deadline is not delayed, and the Purchase Price is not affected. Seller and Purchaser agree that (i) Seller may assign its right, title and interest in this Agreement to the contrarya qualified intermediary in order to facilitate a deferred like-kind exchange, provided that such assignment does not release Seller and Buyer from its obligations hereunder; (ii) that Purchaser shall have no recourse whatsoever against the right to consummate the transactions contemplated by qualified intermediary under 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, Agreement; and the Treasury Regulations thereunder. Seller and Buyer agree to cooperate with each other with respect to any tax-deferred exchange pursuant to the provisions of Section 1031 of the Code and the Treasury Regulations thereunder and to (iii) Purchaser shall execute any and all documents reasonably requested necessary to consummate the assignment of Seller’s right, title and interest in connection therewiththis Agreement to the qualified intermediary. Without limiting If Purchaser elects to close the foregoingsale of the Property as part of a Section 1031 tax-free exchange, Seller agrees to cooperate with Purchaser as reasonably requested, so long as Seller does not incur any additional costs, the Closing Deadline is not delayed, and Buyer shall have the right to Purchase Price is not affected. Seller and Purchaser agree that (i) transfer interests Purchaser may assign its right, title and interest in the Property or this Agreement to one or more of its direct or indirect members or partners, (ii) transfer all or any portion of Seller’s and Buyer’s (or its transferee’s) interests under this Agreement to a qualified intermediary (“Intermediary”) in accordance with the provisions of Section 1031 of the Internal Revenue Code and the Treasury Regulations thereunder (andorder to facilitate a deferred like-kind exchange, as a result of the transfer, the Intermediary will acquire an equitable interest in the title to the Property) provided that such assignment does not release Purchaser from its obligations hereunder; (ii) that Seller and Buyer shall simultaneously with such transfer confirm their respective continued obligations to one another have no recourse whatsoever against the qualified intermediary under this Agreement Agreement; and (iii) cause Seller shall execute any and all or any portion documents necessary to consummate the assignment of the Purchase Price Purchaser’s right, title and interest in this Agreement 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. Any such exchange shall be accomplished by supplemental instructions reasonably acceptable to both patties (“Exchange Instructions”), including any exchange documents and instructions with the qualified intermediary. The non-exchanging party shall execute and deliver to the exchanging party or Escrow Holder any and all of the Exchange Instructions provided to the non-exchanging party by the exchanging party within three (3) business days after the receipt of such Exchange Instructions. Each party shall bear its own costs and expenses (including, without limitation, attorneys’ fees and costs) incurred in connection with the preparation and review of the Exchange Instructions. However, neither party shall be obligated to acquire title to any other real property, or be required to incur any additional liability or financial obligation as a consequence of the other party’s contemplated exchange. Buyer and Seller agree that the consummation of this Agreement is not predicated or conditioned upon the completion of any such exchange and the Close of Escrow shall not be delayed as a result thereof.

Tax Free Exchange. Notwithstanding any terms in this Agreement to the contrary, Seller and Buyer Purchaser shall have the right to consummate the transactions contemplated by structure this Agreement in a manner which transaction so that it 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. Seller and Buyer agree to cooperate with each other with respect to any tax-deferred exchange pursuant to the provisions of Section 1031 of the Code and the Treasury Regulations thereunder and to execute any and all documents reasonably requested in connection therewith. Without limiting the foregoing, Seller and Buyer shall have the right to (i) transfer interests in the Property or this Agreement to one or more of its direct or indirect members or partners, (ii) transfer all or any portion of Seller’s and Buyer’s (or its transferee’s) interests under this Agreement to a qualified intermediary (“Intermediary”) in accordance with the provisions of Section 1031 of the Internal Revenue Code and of 1986, as amended. In the event Purchaser elects to structure this transaction so that it qualifies under such provisions, Seller shall cooperate with Purchaser at no cost or liability to Seller in connection with efforts to effect the exchange transaction, including any reasonable use of a “qualified intermediary” or an “exchange accommodation titleholder” within the meaning of the United States Treasury Regulations thereunder and related authority (andincluding any assignment of this Agreement by Purchaser to such a “qualified intermediary” or such an “exchange accommodation titleholder”); provided, however, that (a) such transaction does not directly or indirectly increase the Purchase Price, (b) such transaction will not delay or otherwise adversely affect the Closing, (c) there is no additional unreimbursed loss, cost, damage tax. expense or adverse consequence incurred by Seller resulting from, or in connection with such transaction, (d) Purchaser agrees to indemnify, save and hold harmless Seller of, from and against any such loss, cost, damage, tax, expense or adverse consequence (including reasonable attorneys’ fees), (e) all documents to be executed by Seller in connection with such exchange shall be subject to the approval of Seller, which approval shall not be unreasonably withheld provided Purchaser has otherwise fully complied with the terms and provisions of this Paragraph 39, and shall expressly state without qualification, that Seller (x) is acting solely as an accommodating party to such exchange, (y) shall have no liability with respect thereto, and (z) is making no representation or warranty that the transactions qualify as a result of the transfer, the Intermediary will acquire an equitable interest in the title to the Property) provided that Seller and Buyer shall simultaneously with such transfer confirm their respective continued obligations to one another tax-free exchange under this Agreement and (iii) cause 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 or any applicable state or local laws, (f) in no event shall Seller be obligated to acquire any property or otherwise be obligated to take title, or appear in the records of title, to any property in connection with such exchange, and the Treasury Regulations thereunder. Any such exchange (g) Purchaser shall be accomplished by supplemental instructions reasonably acceptable to both patties (“Exchange Instructions”), including any exchange documents and instructions with the qualified intermediary. The non-exchanging party shall execute and deliver to the exchanging party or Escrow Holder any and pay all of the Exchange Instructions provided to the non-exchanging party by the exchanging party within three (3) business days after the receipt of such Exchange Instructions. Each party shall bear its own costs and expenses (including, without limitation, attorneys’ reasonable legal fees and costsexpenses) reasonably incurred by Seller from and after the date of this Agreement in connection with the preparation and review of the Exchange Instructions. However, neither party shall be obligated to acquire title to any other real property, or be required to incur any additional liability or financial obligation as a consequence of the other party’s contemplated exchange. Buyer and Seller agree that the consideration and/or consummation of this Agreement is not predicated or conditioned upon the completion of any such exchange and transaction. The provisions of this Paragraph 39 shall survive the Close Closing or earlier termination of Escrow shall not be delayed as a result thereofthis Agreement.

Tax Free Exchange. Notwithstanding any terms anything to the contrary contained in this Agreement, Sellers shall have the right, in lieu of receiving the Purchase Price contemplated by this Agreement, to exchange the Purchased Assets in a transaction intended to qualify as a tax free exchange (the "Tax Free Exchange") under the provisions of the Code. In the event that Sellers desire to undertake the Tax Free Exchange, Buyer, Sellers and Exchange Escrowee (as defined below) shall, promptly following Sellers' request, enter into an Exchange Escrow Agreement substantially in the form attached to this Agreement as Exhibit Q and Sellers shall assign their rights under this Agreement to the contraryExchange Escrowee, Seller provided, however, such assignment shall not relieve Sellers of their obligations hereunder. Buyer's rights will remain unaffected by the Sellers' assignment to the Exchange Escrowee. The Exchange Escrowee, as that term is defined in the Exchange Escrow Agreement, shall be Commonwealth Land Title Insurance Company, or such other title company or entity mutually acceptable to Buyer and Sellers. Buyer shall have the right agrees to consummate execute and deliver such additional documents as may be required to complete the transactions contemplated by the Exchange Escrow Agreement, provided that such documents do not increase Buyer's obligations or liabilities set forth in this Agreement or decrease its rights hereunder. In the event that changes occur in the Code, regulations promulgated thereunder, or applicable case law relating to transactions such as the Tax Free Exchange and such changes cause the attached Exchange Escrow Agreement to be incorrect, inadequate or obsolete for the purposes contemplated in this Agreement, then at Sellers' request, Buyer and Sellers shall modify or amend the Exchange Escrow Agreement or enter into a new Exchange Escrow Agreement to effectuate the Tax Free Exchange; provided, however, that such changes or additional documents do not increase any cost or liability of Buyer thereunder or under this Agreement or decrease or modify Buyer's rights to purchase the Purchased Assets. Buyer and Sellers also agree that if 71 -66- the Sellers exercises their right to transfer the Purchased Assets in a manner which qualifies as Tax Free Exchange pursuant to this Section 8.06(f), then the Earnxxx Xxxey and all accrued interest will be transferred to the Exchange Escrowee prior to the Closing subject to escrow instructions reasonably satisfactory to Buyer. Sellers shall bear all costs associated with the Tax Free Exchange. The fact that the Code may be hereafter amended, supplemented, or replaced with the effect that a tax-deferred exchange, in whole or in part, under Tax Free Exchange is no longer possible shall not have any effect on Sellers' obligation to comply with the other provisions of Section 1031 of the Internal Revenue Codethis Agreement subject to its terms. In no event shall Buyer be obligated to (i) take title to any other property, and the Treasury Regulations thereunder. Seller and Buyer agree to cooperate with each other (ii) assume any obligations with respect to any tax-deferred exchange other property, or (iii) incur or sustain any Liability not otherwise required to be incurred or sustained by Buyer pursuant to this Agreement. Notwithstanding anything contained herein to the provisions contrary, the ability of Section 1031 of the Code and the Treasury Regulations thereunder and Sellers to execute any and all documents reasonably requested in connection therewith. Without limiting the foregoing, Seller and Buyer shall have the right to (i) transfer interests in the Property or this Agreement to one or more of its direct or indirect members or partners, (ii) transfer all or any portion of Seller’s and Buyer’s (or its transferee’s) interests under this Agreement to effectuate a qualified intermediary (“Intermediary”) Tax Free Exchange in accordance with the provisions of this Section 1031 of the Internal Revenue Code and the Treasury Regulations thereunder (and, as a result of the transfer, the Intermediary will acquire an equitable interest in the title to the Property8.06(f) provided that Seller and Buyer shall simultaneously with such transfer confirm their respective continued obligations to one another under this Agreement and (iii) cause 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. Any such exchange shall be accomplished by supplemental instructions reasonably acceptable to both patties (“Exchange Instructions”), including any exchange documents and instructions with the qualified intermediary. The non-exchanging party shall execute and deliver to the exchanging party or Escrow Holder any and all of the Exchange Instructions provided to the non-exchanging party by the exchanging party within three (3) business days after the receipt of such Exchange Instructions. Each party shall bear its own costs and expenses (including, without limitation, attorneys’ fees and costs) incurred in connection with the preparation and review of the Exchange Instructions. However, neither party shall be obligated to acquire title to any other real property, or be required to incur any additional liability or financial obligation as a consequence of the other party’s contemplated exchange. Buyer and Seller agree that the consummation of this Agreement is not predicated or conditioned upon the completion of any such exchange and the Close of Escrow shall not be delayed as a result thereofcondition precedent to the Sellers' obligations to close the transactions contemplated by this Agreement.

Tax Free Exchange. Notwithstanding any The parties hereby acknowledge that either party hereto may desire to consummate this transaction as a tax deferred exchange or a reverse tax deferred exchange (the "Exchange") 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 following terms in this Agreement and conditions are satisfied: (a) either party shall notify the other not less than ten (10) Business Days prior to the contraryClosing 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 "Exchange Documents") satisfactory to the parties and their respective legal counsel which are necessary to effect the Exchange; (b) neither party shall not be required to 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 escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred by the other party with respect to the Exchange Property and/or the Exchange; (d) in no way shall the Closing be contingent or otherwise subject to the consummation of the Exchange for the Exchange Property, and the Closing shall 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 right sale of the Exchange Property to consummate the transactions 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 (i) by consummating the Exchange, neither party shall have its rights under this Agreement affected or diminished in a any manner which qualifies as a tax-deferred exchange, or be responsible for compliance with or be deemed to have warranted to the other party that the Exchange in whole or in part, under the provisions of fact complies with Section 1031 of the Internal Revenue Code, and the Treasury Regulations thereunder. Seller and Buyer agree to cooperate with each other with respect to any tax-deferred exchange pursuant to the The provisions of this Section 1031 31 shall survive any termination of the Code and the Treasury Regulations thereunder and to execute any and all documents reasonably requested in connection therewith. Without limiting the foregoing, Seller and Buyer shall have the right to (i) transfer interests in the Property or this Agreement to one or more of its direct or indirect members or partners, (ii) transfer all or any portion of Seller’s and Buyer’s (or its transferee’s) interests under this Agreement to a qualified intermediary (“Intermediary”) in accordance with the provisions of Section 1031 of the Internal Revenue Code and the Treasury Regulations thereunder (and, as a result of the transfer, the Intermediary will acquire an equitable interest in the title to the Property) provided that Seller and Buyer shall simultaneously with such transfer confirm their respective continued obligations to one another under this Agreement and (iii) cause all shall survive the Closing and shall not merge into the Grant Deed or any portion of the Purchase Price to be transferred to a qualified escrow other document or qualified trust in accordance with the provisions of Section 1031 of the Internal Revenue Code and the Treasury Regulations thereunderinstrument delivered at Closing. Any such exchange shall be accomplished by supplemental instructions reasonably acceptable to both patties (“Exchange Instructions”), including any exchange documents and instructions with the qualified intermediary. The non-exchanging party shall execute and deliver to the exchanging party or Escrow Holder any and all of the Exchange Instructions provided to the non-exchanging party by the exchanging party within three (3) business days after the receipt of such Exchange Instructions. Each party shall bear its own costs and expenses (including, without limitation, attorneys’ fees and costs) incurred in connection with the preparation and review of the Exchange Instructions. However, neither party shall be obligated to acquire title to any other real property, or be required to incur any additional liability or financial obligation as a consequence of the other party’s contemplated exchange. Buyer and Seller agree that the consummation of this Agreement is not predicated or conditioned upon the completion of any such exchange and the Close of Escrow shall not be delayed as a result thereof.[END OF TEXT; SIGNATURES FOLLOW ON IMMEDIATELY SUCCEEDING PAGES] --

Tax Free Exchange. Notwithstanding any terms anything to the contrary ----------------- contained in this Agreement, Seller shall have the right, in lieu of receiving the Purchase Price contemplated by this Agreement, to exchange the Purchased Assets in a transaction intended to qualify as a tax free exchange (the "Tax Free Exchange") under the provisions of the Code. In the event that Seller desires to undertake the Tax Free Exchange, Buyer, Seller and Exchange Escrowee (as defined below) shall, promptly following Seller's request, enter into an Exchange Escrow Agreement substantially in the form attached to this Agreement as Exhibit J and Seller shall assign its rights under this Agreement to the contrary------- - Exchange Escrowee, provided, however, such assignment shall not relieve Seller of its obligations hereunder. Buyer's rights will remain unaffected by the Seller's assignment to the Exchange Escrowee. The Exchange Escrowee, as that term is defined in the Exchange Escrow Agreement, shall be the Title Company, or such other title company or entity mutually acceptable to Buyer and Seller. Buyer shall have the right agrees to consummate execute and deliver such additional documents as may be required to complete the transactions contemplated by the Exchange Escrow Agreement, provided that such documents do not increase Buyer's obligations or liabilities set forth in this Agreement or decrease its rights hereunder. In the event that changes occur in the Code, regulations promulgated thereunder, or applicable case law relating to transactions such as the Tax Free Exchange and such changes cause the attached Exchange Escrow Agreement to be incorrect, inadequate or obsolete for the purposes contemplated in this Agreement, then at Seller's request, Buyer and Seller shall modify or amend the Exchange Escrow Agreement or enter into a new Exchange Escrow Agreement to effectuate the Tax Free Exchange; provided, however, that such changes or additional documents do not increase any cost or liability of Buyer thereunder or under this Agreement or decrease or modify Buyer's rights to purchase the Purchased Assets. Buyer and Seller also agree that if the Seller exercises its right to transfer the Purchased Assets in a manner which qualifies as Tax Free Exchange pursuant to this Section 8.05(d), then the Xxxxxxx Money and all accrued interest will be transferred to the Exchange Escrowee prior to the Closing subject to escrow instructions reasonably satisfactory to Buyer. Seller shall bear all costs associated with the Tax Free Exchange. The fact that the Code may be hereafter amended, supplemented, or replaced with the effect that a tax-deferred exchange, in whole or in part, under Tax Free Exchange is no longer possible shall not have any effect on Seller's obligation to comply with the other provisions of Section 1031 of the Internal Revenue Codethis Agreement subject to its terms. In no event shall Buyer be obligated to (i) take title to any other property, and the Treasury Regulations thereunder. Seller and Buyer agree to cooperate with each other (ii) assume any obligations with respect to any tax-deferred exchange other property, or (iii) incur or sustain any Liability not otherwise required to be incurred or sustained by Buyer pursuant to this Agreement. Notwithstanding anything contained herein to the provisions contrary, the ability of Section 1031 of the Code and the Treasury Regulations thereunder and Seller to execute any and all documents reasonably requested in connection therewith. Without limiting the foregoing, Seller and Buyer shall have the right to (i) transfer interests in the Property or this Agreement to one or more of its direct or indirect members or partners, (ii) transfer all or any portion of Seller’s and Buyer’s (or its transferee’s) interests under this Agreement to effectuate a qualified intermediary (“Intermediary”) Tax Free Exchange in accordance with the provisions of this Section 1031 of the Internal Revenue Code and the Treasury Regulations thereunder (and, as a result of the transfer, the Intermediary will acquire an equitable interest in the title to the Property8.05(d) provided that Seller and Buyer shall simultaneously with such transfer confirm their respective continued obligations to one another under this Agreement and (iii) cause 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. Any such exchange shall be accomplished by supplemental instructions reasonably acceptable to both patties (“Exchange Instructions”), including any exchange documents and instructions with the qualified intermediary. The non-exchanging party shall execute and deliver to the exchanging party or Escrow Holder any and all of the Exchange Instructions provided to the non-exchanging party by the exchanging party within three (3) business days after the receipt of such Exchange Instructions. Each party shall bear its own costs and expenses (including, without limitation, attorneys’ fees and costs) incurred in connection with the preparation and review of the Exchange Instructions. However, neither party shall be obligated to acquire title to any other real property, or be required to incur any additional liability or financial obligation as a consequence of the other party’s contemplated exchange. Buyer and Seller agree that the consummation of this Agreement is not predicated or conditioned upon the completion of any such exchange and the Close of Escrow shall not be delayed as a result thereofcondition precedent to the Seller's obligations to close the transactions contemplated by this Agreement.

Tax Free Exchange. Notwithstanding any terms in this Agreement to the contrary, Each of Seller and Buyer 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. Seller and Buyer agree to cooperate with each the other with respect to any tax-deferred in effecting an exchange pursuant to the provisions of Section 1031 of the Code and the Treasury Regulations thereunder and to execute any and all documents reasonably requested described in connection therewith. Without limiting the foregoing, Seller and Buyer shall have the right to (i) transfer interests in the Property or this Agreement to one or more of its direct or indirect members or partners, (ii) transfer all or any portion of Seller’s and Buyer’s (or its transferee’s) interests under this Agreement to a qualified intermediary (“Intermediary”) in accordance with the provisions of Section 1031 of the Internal Revenue Code ("Tax Free Exchange"), provided, that: (a) the Tax Free Exchange shall not impose additional financial or legal obligations in addition to those set forth elsewhere in this Agreement; (b) neither Seller nor Buyer shall have any obligation to take title to any exchange property; (c) the exchanging party shall indemnify, defend and save and hold the Treasury Regulations thereunder (andother party harmless of an from all expenses, liabilities, claims, losses or actions as a result of the transfer, the Intermediary will acquire an equitable interest participation in the title to the Property) provided that Seller and Buyer shall simultaneously with such transfer confirm their respective continued obligations to one another under this Agreement Tax Free Exchange; and (iiid) cause all or the other party shall have no obligation to modify 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 this Agreement to effect the Internal Revenue Code and the Treasury Regulations thereunder. Any such exchange shall be accomplished by supplemental instructions reasonably acceptable to both patties (“Exchange Instructions”), including any exchange documents and instructions with the qualified intermediary. The non-exchanging party shall execute and deliver to the exchanging party or Escrow Holder any and all of the Exchange Instructions provided to the non-exchanging party by the exchanging party within three (3) business days after the receipt of such Exchange Instructions. Each party shall bear its own costs and expenses (including, without limitation, attorneys’ fees and costs) incurred in connection with the preparation and review of the Exchange Instructions. However, neither party shall be obligated to acquire title to any other real property, or be required to incur any additional liability or financial obligation as a consequence of the other party’s contemplated exchangeTax Free Exchange. Buyer and Seller agree that Seller may substitute an intermediary ("Intermediary") to act in place of Seller as the consummation seller of the Real Property. Intermediary shall be designated in writing by Seller. Upon designation of Intermediary and upon Intermediary's written assumption of Seller's obligations, Intermediary shall be substituted for Seller for the sale of the Real Property; provided, however, that Seller shall remain personally liable for all of the obligations of Seller pursuant to this Agreement is not predicated or conditioned upon Agreement. Subject to Seller remaining personally liable, Buyer agrees to accept the completion Real Property and all other required performance and any escrow instructions from Intermediary and to render its performance of any such exchange all of its obligations to Intermediary. Buyer agrees that performance by Intermediary will be treated as performance by Seller, and the Close of Escrow shall not Seller agrees that Buyer's performance to Intermediary will be delayed treated as a result thereofperformance to Seller.

Tax Free Exchange. Notwithstanding any terms in this Agreement to the contrary, Seller and Buyer 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. Seller and Buyer agree to cooperate with each other with respect to any 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 the provisions of Section 1031 of the Code and the Treasury Regulations thereunder and other party (the “Non-Electing Party”) agrees to execute any and all documents reasonably requested cooperate with the Electing Party in connection therewith. Without limiting therewith (including but not limited to executing such documents as the foregoingElecting Party may reasonably request), Seller and Buyer shall have the right to provided that: (i) transfer interests in the Property or this Agreement to one or more Electing Party shall effect the Exchange through an assignment of its direct or indirect members or partnersrights, (ii) transfer all or any portion of Seller’s and Buyer’s (or but not its transferee’s) interests 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; (“Intermediary”ii) in accordance 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 provisions 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 Internal Revenue Code Code. The indemnification provisions set forth in this Section 11T shall survive the Closing. U.Preparation and Delivery of Financial Statements. (1)During the Treasury Regulations thereunder period commencing on the Effective Date and continuing through the date that is six (and6) months after the Closing Date, as a result Seller shall, from time to time, upon reasonable advance notice from Buyer, (i) furnish to Buyer and its accountants, representatives, agents and employees any and all financial and other information pertaining to Seller's ownership and operation of the transferProperty, the Intermediary will acquire an equitable interest which information is necessary, in the title reasonable opinion of Buyer or Buyer's accountants, to enable Buyer and Buyer's accountants to timely prepare, audit and file financial statements in compliance with Form 8-K and Rule 3-14 of Regulation S-X of the Securities Exchange Act, (ii) cooperate with all commercially reasonable requests of Buyer and Buyer's accountants with respect to the Property) provided that Seller and Buyer shall simultaneously with preparation of such transfer confirm their respective continued obligations to one another under this Agreement and financial statements, (iii) cause all or provide a signed representation letter, in commercially reasonable form, as prescribed by generally accepted auditing standards to enable Buyer's accountants to render an opinion on such financial statements, and (iv) take 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. Any such exchange shall be accomplished by supplemental instructions reasonably acceptable to both patties (“Exchange Instructions”), including any exchange documents and instructions with the qualified intermediary. The non-exchanging party shall execute and deliver to the exchanging party or Escrow Holder any and all of the Exchange Instructions provided to the non-exchanging party by the exchanging party within three (3) business days after the receipt of such Exchange Instructions. Each party shall bear its own costs and expenses (including, without limitation, attorneys’ fees and costs) incurred other reasonable actions necessary in connection with the preparation and review of the Exchange Instructions. Howeverforegoing; provided, neither party shall be obligated to acquire title to any other real propertyhowever, or be required to incur any additional liability or financial obligation as a consequence of the other party’s contemplated exchange. Buyer and Seller agree that the consummation of this Agreement is not predicated or conditioned upon the completion of in any such exchange event(s), Buyer shall reimburse Seller for those reasonable third party, out-of-pocket costs and expenses that Seller incurs in order to comply with the Close of Escrow shall not be delayed as a result thereof.foregoing. 26 (2)