Common use of 1031 Exchanges Clause in Contracts

1031 Exchanges. (a) In the event that, pursuant to Section 2.02 of the Merger Agreement, Outside Unitholders collectively make Redemption Elections to exchange Lighthouse Units for less than 12,457,144 DownREIT Partnership Units (subject to the adjustments set forth in Section 5.03), then, notwithstanding anything to the contrary in Section 1.02(d), (e), (f) or (g), but subject to Section 1.03(d), the Public Parties may elect, pursuant to Section 1.03(b) and at their sole option (subject to Section 1.02(b)), to acquire (or cause a designee to acquire) one or more Lighthouse Acquisition Properties (or, where applicable, the related Limited Liability Company Interests) that are not Lighthouse Contribution Properties pursuant to the terms of Section 1.02(d), (e), (f) or (g), subject to Section 1.03(d), through an Exchange. Notwithstanding the foregoing, the Public Parties shall not be entitled to acquire any Lighthouse Acquisition Property through an Exchange unless all of the Lighthouse Acquisition Properties listed above the applicable Lighthouse Acquisition Property on Schedule 1.03 (if any) are (i) Lighthouse Contribution Properties or (ii) are being acquired by the Public Parties pursuant to an Exchange or (iii) Rights Impacted Properties. Such Lighthouse Acquisition Properties shall be valued in accordance with the allocation of the Lighthouse Acquisition Consideration set forth on Exhibit B; provided, that such election shall be made, and the applicable Lighthouse Acquisition Properties (or, where applicable, the related Limited Liability Company Interests) shall be acquired by the Public Parties, or any designated affiliate thereof or any exchange accommodator designated by them, upon the Sale/Exchange Settlement. (b) On the date of the Partnership Unitholder Meeting or as promptly as practicable thereafter, Contributor shall deliver written notice to Public REIT and Lone Star Parent (the “Redemption Results Notice”) setting forth the number of Partnership Units for which Redemption Elections were made. Within five days following receipt of the Redemption Results Notice, the Public Parties shall deliver written notice (the “Exchange Notice”) to Lone Star Parent and Contributor indicating which properties, if any, the Public Parties have elected to acquire through an Exchange pursuant to Section 1.03(a). For the avoidance of doubt, the Public Parties shall not be entitled to acquire any Acquisition Property through an Exchange if an Exchange Notice with respect to such Acquisition Property is not timely delivered in accordance with this Section 1.03(b). (c) If the Public Parties are obligated to acquire the Courts at Dulles Project (or the related Limited Liability Company Interests) pursuant to Section 1.02(b) through an Exchange, the Courts at Dulles Project shall be valued in accordance with the allocation of the Lighthouse Acquisition Consideration set forth on Exhibit B, and such election shall be made, and the Courts at Dulles Project (or the related Limited Liability Company Interests) shall be acquired, by the Public Parties, or any designated affiliate thereof or any exchange accommodator designated by them, upon the Sale/Exchange Settlement. (d) In connection with any Exchange provided for in this Agreement (including, without limitation, Section 1.02), each Party shall take reasonable steps to facilitate such Exchange, provided that, notwithstanding anything to the contrary in this Agreement: (a) the Contribution Settlement and/or Sale/Exchange Settlement shall not be delayed or affected by reason of an Exchange; (b) the Public Parties may assign their rights to acquire the applicable Exchange Property to any affiliate thereof (other than DownREIT Partnership); (c) the Public Parties (or as applicable their designated affiliate) shall effect such Exchange through an assignment of this Agreement (insofar as it relates to the applicable Exchange Property) to a “qualified intermediary” or an “exchange accommodation title holder;” (d) neither Party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property or any other property or entity for purposes of consummating such Exchange; (e) the Public Parties shall indemnify and hold harmless the Contributor and its affiliates for any cost, expense, or liability that would not otherwise have been incurred by Contributor or such affiliates had the Public Parties not consummated the acquisition of such Exchange Property through such an Exchange; (f) such Exchange shall not affect the representations, warranties, liabilities and obligations of the Public Parties under this Agreement except as expressly provided otherwise; and (g) no Party participating in an Exchange transaction makes any representation or warranty to, or shall have any liability to, any other Party with respect to the tax treatment of such transaction. (e) Nothing contained in this Agreement shall preclude the Public Parties from acquiring any Exchange Property through a purchase if either of them so elects or if, after entering into a qualified exchange accommodation agreement with a qualified intermediary or an exchange accommodation title holder, they are unable to satisfy the conditions thereof that would be necessary to consummate the acquisition of any such Exchange Property through an Exchange. (f) Any Lighthouse Acquisition Property (or, where applicable, the related Limited Liability Company Interests) with respect to which the Public Parties timely deliver an Exchange Notice pursuant to Section 1.03(b) or which is acquired pursuant to Section 1.03(c) shall be deemed to be an “Exchange Property” hereunder

1031 Exchanges. (a) In the event Purchaser agrees that, pursuant to Section 2.02 of the Merger Agreementat Seller’s sole election, Outside Unitholders collectively make Redemption Elections to exchange Lighthouse Units for less than 12,457,144 DownREIT Partnership Units (subject to the adjustments set forth in Section 5.03), then, notwithstanding anything to the contrary in Section 1.02(d), (e), (f) this transaction or (g), but subject to Section 1.03(d), the Public Parties any portion thereof may elect, pursuant to Section 1.03(b) and at their sole option (subject to Section 1.02(b)), to acquire (or cause a designee to acquire) be structured as one or more Lighthouse Acquisition Properties separate exchanges (or, where applicable, the related Limited Liability Company Interestsincluding deferred exchanges) that are not Lighthouse Contribution Properties pursuant to the terms of like-kind properties under Section 1.02(d), (e), (f) or (g), subject to Section 1.03(d), through an Exchange. Notwithstanding the foregoing, the Public Parties shall not be entitled to acquire any Lighthouse Acquisition Property through an Exchange unless all 1031 of the Lighthouse Acquisition Properties listed above Code, and the applicable Lighthouse Acquisition Property on Schedule 1.03 (if any) are regulations and proposed regulations thereunder, provided that (i) Lighthouse Contribution Properties Seller shall effect each exchange through (A) an assignment of its or (ii) are being acquired by the Public Parties pursuant to an Exchange or (iii) Rights Impacted Properties. Such Lighthouse Acquisition Properties shall be valued in accordance with the allocation of the Lighthouse Acquisition Consideration set forth on Exhibit B; provided, that such election shall be made, and the applicable Lighthouse Acquisition Properties (or, where applicable, the related Limited Liability Company Interests) shall be acquired by the Public Parties, or any designated affiliate thereof or any exchange accommodator designated by them, upon the Sale/Exchange Settlement. (b) On the date of the Partnership Unitholder Meeting or as promptly as practicable thereafter, Contributor shall deliver written notice to Public REIT and Lone Star Parent (the “Redemption Results Notice”) setting forth the number of Partnership Units for which Redemption Elections were made. Within five days following receipt of the Redemption Results Notice, the Public Parties shall deliver written notice (the “Exchange Notice”) to Lone Star Parent and Contributor indicating which properties, if any, the Public Parties have elected to acquire through an Exchange pursuant to Section 1.03(a). For the avoidance of doubt, the Public Parties shall not be entitled to acquire any Acquisition Property through an Exchange if an Exchange Notice with respect to such Acquisition Property is not timely delivered in accordance with this Section 1.03(b). (c) If the Public Parties are obligated to acquire the Courts at Dulles Project (or the related Limited Liability Company Interests) pursuant to Section 1.02(b) through an Exchange, the Courts at Dulles Project shall be valued in accordance with the allocation of the Lighthouse Acquisition Consideration set forth on Exhibit B, and such election shall be made, and the Courts at Dulles Project (or the related Limited Liability Company Interests) shall be acquired, by the Public Parties, or any designated affiliate thereof or any exchange accommodator designated by them, upon the Sale/Exchange Settlement. (d) In connection with any Exchange provided for in their rights under this Agreement (including, without limitation, Section 1.02), each Party shall take reasonable steps in form and substance reasonably satisfactory to facilitate such Exchange, provided that, notwithstanding anything to the contrary in this Agreement: (a) the Contribution Settlement and/or Sale/Exchange Settlement shall not be delayed or affected by reason of an Exchange; (b) the Public Parties may assign their rights to acquire the applicable Exchange Property to any affiliate thereof (other than DownREIT Partnership); (c) the Public Parties (or as applicable their designated affiliate) shall effect such Exchange through an assignment of this Agreement (insofar as it relates to the applicable Exchange PropertyPurchaser and Seller) to a “qualified intermediary” or (within the meaning of Treasury Regulations Section 1.1031(k)-1(g)(4)(iii)), and/or (B) the transfer of the Shopping Center to an “exchange accommodation titleholder” within the meaning of Revenue Procedure 2000-37, ▇▇▇▇-▇ ▇.▇. ▇▇▇, (▇▇) the Closing shall not be delayed by reason of any exchange nor shall the consummation or accomplishment of any exchange be a condition precedent or condition subsequent to Seller’s obligations under this Agreement; (iii) Purchaser shall not be required to acquire or hold title holder;” to any real property for purposes of consummating any such exchange; (div) neither Party Purchaser shall not be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property or any other property or entity for purposes of consummating such Exchangeproperty; (ev) the Public Parties Seller shall indemnify and hold harmless the Contributor and its affiliates for pay any cost, expense, or liability additional costs that would not otherwise have been incurred by Contributor or such affiliates Purchaser had the Public Parties Seller not consummated the acquisition sale through an exchange; and (vi) Seller shall, and hereby does, fully indemnify, defend, and hold harmless Purchaser from, any loss, cost, damages, liability, claim, proceeding, cause of action, or expense (including reasonable attorneys’ fees, expenses, and disbursements) of any kind or nature whatsoever arising out of, connected with, or in any manner related to such Exchange Property exchange that would not otherwise have been incurred by the Purchaser had Seller not consummated such sale through an exchange under Section 1031 of the Code and such an Exchange; (f) such Exchange obligation shall survive the Closing indefinitely. Purchaser shall not affect the representations, warranties, liabilities and obligations of the Public Parties by this Agreement or acquiescence to any exchange (a) have its rights under this Agreement except as expressly provided otherwise; and affected or diminished in any manner or (gb) no Party participating in an Exchange transaction makes any representation or warranty tobe responsible for compliance with, or shall have any liability to, any other Party with respect to the tax treatment of such transaction. (e) Nothing contained in this Agreement shall preclude the Public Parties from acquiring any Exchange Property through a purchase if either of them so elects or if, after entering into a qualified exchange accommodation agreement with a qualified intermediary or an exchange accommodation title holder, they are unable to satisfy the conditions thereof that would be necessary to consummate the acquisition of any such Exchange Property through an Exchange. (f) Any Lighthouse Acquisition Property (or, where applicable, the related Limited Liability Company Interests) with respect to which the Public Parties timely deliver an Exchange Notice pursuant to Section 1.03(b) or which is acquired pursuant to Section 1.03(c) shall be deemed to have warranted to Seller that such exchange in fact complies with, Section 1031 of the Code. Purchaser agrees that if Seller wishes to make such election, it must do so prior to the Closing Date. If Seller so elects, the Purchaser shall reasonably cooperate at Seller’s sole expense, including amending this agreement as may be an “Exchange Property” hereunderhelpful or necessary to facilitate such exchanges.

1031 Exchanges. (a) In Buyer hereby acknowledges that Seller may utilize the event that, pursuant to Section 2.02 tax laws of the Merger AgreementUnited States, Outside Unitholders collectively make Redemption Elections as promulgated and enforced by the Internal Revenue Service, to later effect a “like kind” tax deferred exchange Lighthouse Units for less than 12,457,144 DownREIT Partnership Units under Internal Revenue Code (subject I.R.C.) Section 1031 in order to reduce, mitigate or otherwise defer the adjustments set forth tax liability to Seller as a consequence of the sale and acquisition contemplated hereby. Buyer agrees to cooperate with Seller, and at the instruction of tax counsel of Seller, to assist in Section 5.03)the accomplishment of any such tax planning and 1031 “like kind” exchange; provided, then, notwithstanding anything to the contrary in Section 1.02(d)however, (e), (fi) or (g), but subject to Section 1.03(d), the Public Parties may elect, pursuant to Section 1.03(b) and at their sole option (subject to Section 1.02(b)), to acquire (or cause a designee to acquire) one or more Lighthouse Acquisition Properties (or, where applicable, the related Limited Liability Company Interests) that are not Lighthouse Contribution Properties pursuant to the terms of Section 1.02(d), (e), (f) or (g), subject to Section 1.03(d), through an Exchange. Notwithstanding the foregoing, the Public Parties Buyer shall not be entitled required to acquire or take title to any Lighthouse Acquisition Property through an Exchange unless all of the Lighthouse Acquisition Properties listed above the applicable Lighthouse Acquisition Property on Schedule 1.03 (if any) are (i) Lighthouse Contribution Properties or exchange property, (ii) are being acquired by the Public Parties pursuant to an Exchange or (iii) Rights Impacted Properties. Such Lighthouse Acquisition Properties shall be valued in accordance with the allocation of the Lighthouse Acquisition Consideration set forth on Exhibit B; provided, that such election shall be made, and the applicable Lighthouse Acquisition Properties (or, where applicable, the related Limited Liability Company Interests) shall be acquired by the Public Parties, or any designated affiliate thereof or any exchange accommodator designated by them, upon the Sale/Exchange Settlement. (b) On the date of the Partnership Unitholder Meeting or as promptly as practicable thereafter, Contributor shall deliver written notice to Public REIT and Lone Star Parent (the “Redemption Results Notice”) setting forth the number of Partnership Units for which Redemption Elections were made. Within five days following receipt of the Redemption Results Notice, the Public Parties shall deliver written notice (the “Exchange Notice”) to Lone Star Parent and Contributor indicating which properties, if any, the Public Parties have elected to acquire through an Exchange pursuant to Section 1.03(a). For the avoidance of doubt, the Public Parties Buyer shall not be entitled required to acquire incur any Acquisition Property through an Exchange if an Exchange Notice with respect to such Acquisition Property is not timely delivered expense or liability whatsoever in accordance with this Section 1.03(b). (c) If the Public Parties are obligated to acquire the Courts at Dulles Project (or the related Limited Liability Company Interests) pursuant to Section 1.02(b) through an Exchange, the Courts at Dulles Project shall be valued in accordance connection with the allocation of the Lighthouse Acquisition Consideration set forth on Exhibit Bexchange, and such election shall be made, and the Courts at Dulles Project (or the related Limited Liability Company Interests) shall be acquired, by the Public Parties, or any designated affiliate thereof or any exchange accommodator designated by them, upon the Sale/Exchange Settlement. (d) In connection with any Exchange provided for in this Agreement (including, without limitation, Section 1.02)any obligation for the payment of any escrow, each Party shall take reasonable steps to facilitate such Exchangetitle, provided that, notwithstanding anything brokerage or other costs including attorneys’ fees incurred with respect to the contrary in this Agreement: exchange, (aiii) the Contribution Settlement and/or Sale/Exchange Settlement Seller shall not be delayed released from any of its obligations, warranties or affected representations set forth in this Agreement or from liability for any prior or subsequent default under this Agreement, which obligations shall continue as the obligations of a principal and not of a surety or guarantor, (iv) Seller shall give Buyer at least five (5) days prior notice of the proposed changes required to effect such exchange and the identity of any party to be substituted in the escrow, (v) Seller shall be responsible for preparing all additional agreements, documents and escrow instructions (collectively, the “Exchange Documents”) required by reason the exchange, at its sole cost and expense, (vi) Seller 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 Seller shall in no event be responsible for, or in any way be deemed to warrant or represent any tax or other consequences of an Exchange; the exchange transaction, and (bvii) the Public Parties may assign their rights election to acquire the applicable Exchange Property to any affiliate thereof (other than DownREIT Partnership); (c) the Public Parties (or as applicable their designated affiliate) shall effect such Exchange through an assignment exchange shall not delay or postpone the Closing of the transaction as defined herein. In connection with any “like kind” exchange, Buyer agrees that Seller’s rights, interests and obligations under this Agreement (insofar as it relates to the applicable Exchange Property) may be assigned to a “qualified intermediary” as such term is defined in the regulations issued under Internal Revenue Code Section 1031; provided, however, any such assignment shall not release Seller from any of its obligations, warranties or an “exchange accommodation title holder;” (d) neither Party shall be required to take an assignment of the purchase agreement for the relinquished representations set forth in this Agreement or replacement property or be required to acquire or hold title to any real property or any other property or entity for purposes of consummating such Exchange; (e) the Public Parties shall indemnify and hold harmless the Contributor and its affiliates from liability for any costprior or subsequent default under this Agreement, expense, or liability that would not otherwise have been incurred by Contributor or such affiliates had the Public Parties not consummated the acquisition of such Exchange Property through such an Exchange; (f) such Exchange which obligations shall not affect the representations, warranties, liabilities and continue as obligations of the Public Parties under this Agreement except as expressly provided otherwise; a principal and (g) no Party participating in an Exchange transaction makes any representation not a surety or warranty to, or shall have any liability to, any other Party with respect to the tax treatment of such transactionguarantor. (eb) Nothing contained in this Agreement shall preclude Seller hereby acknowledges that Buyer may utilize the Public Parties from acquiring any Exchange Property through tax laws of the United States, as promulgated and enforced by the Internal Revenue Service, to later effect a purchase if either of them so elects or if, after entering into a qualified “like kind” tax deferred exchange accommodation agreement with a qualified intermediary or an exchange accommodation title holder, they are unable to satisfy the conditions thereof that would be necessary to consummate the acquisition of any such Exchange Property through an Exchange. under Internal Revenue Code (f) Any Lighthouse Acquisition Property (or, where applicable, the related Limited Liability Company Interests) with respect to which the Public Parties timely deliver an Exchange Notice pursuant to Section 1.03(b) or which is acquired pursuant to Section 1.03(c) shall be deemed to be an “Exchange Property” hereunderI.R.

1031 Exchanges. (a) In the event Purchaser agrees that, pursuant to Section 2.02 of the Merger Agreementat Sellers’ sole election, Outside Unitholders collectively make Redemption Elections to exchange Lighthouse Units for less than 12,457,144 DownREIT Partnership Units (subject to the adjustments set forth in Section 5.03), then, notwithstanding anything to the contrary in Section 1.02(d), (e), (f) this transaction or (g), but subject to Section 1.03(d), the Public Parties any portion thereof may elect, pursuant to Section 1.03(b) and at their sole option (subject to Section 1.02(b)), to acquire (or cause a designee to acquire) be structured as one or more Lighthouse Acquisition Properties separate exchanges (or, where applicable, the related Limited Liability Company Interestsincluding deferred exchanges) that are not Lighthouse Contribution Properties pursuant to the terms of like-kind properties under Section 1.02(d), (e), (f) or (g), subject to Section 1.03(d), through an Exchange. Notwithstanding the foregoing, the Public Parties shall not be entitled to acquire any Lighthouse Acquisition Property through an Exchange unless all 1031 of the Lighthouse Acquisition Properties listed above Code, and the applicable Lighthouse Acquisition Property on Schedule 1.03 (if any) are regulations and proposed regulations thereunder, provided that (i) Lighthouse Contribution Properties or (ii) are being acquired by the Public Parties pursuant to an Exchange or (iii) Rights Impacted Properties. Such Lighthouse Acquisition Properties shall be valued in accordance with the allocation of the Lighthouse Acquisition Consideration set forth on Exhibit B; provided, that such election shall be made, and the applicable Lighthouse Acquisition Properties (or, where applicable, the related Limited Liability Company Interests) shall be acquired by the Public Parties, or any designated affiliate thereof or any exchange accommodator designated by them, upon the Sale/Exchange Settlement. (b) On the date of the Partnership Unitholder Meeting or as promptly as practicable thereafter, Contributor shall deliver written notice to Public REIT and Lone Star Parent (the “Redemption Results Notice”) setting forth the number of Partnership Units for which Redemption Elections were made. Within five days following receipt of the Redemption Results Notice, the Public Parties shall deliver written notice (the “Exchange Notice”) to Lone Star Parent and Contributor indicating which properties, if any, the Public Parties have elected to acquire through an Exchange pursuant to Section 1.03(a). For the avoidance of doubt, the Public Parties shall not be entitled to acquire any Acquisition Property through an Exchange if an Exchange Notice with respect to such Acquisition Property is not timely delivered in accordance with this Section 1.03(b). (c) If the Public Parties are obligated to acquire the Courts at Dulles Project (or the related Limited Liability Company Interests) pursuant to Section 1.02(b) through an Exchange, the Courts at Dulles Project shall be valued in accordance with the allocation of the Lighthouse Acquisition Consideration set forth on Exhibit B, and such election shall be made, and the Courts at Dulles Project (or the related Limited Liability Company Interests) shall be acquired, by the Public Parties, or any designated affiliate thereof or any exchange accommodator designated by them, upon the Sale/Exchange Settlement. (d) In connection with any Exchange provided for in this Agreement (including, without limitation, Section 1.02), each Party shall take reasonable steps to facilitate such Exchange, provided that, notwithstanding anything to the contrary in this Agreement: (a) the Contribution Settlement and/or Sale/Exchange Settlement shall not be delayed or affected by reason of an Exchange; (b) the Public Parties may assign their rights to acquire the applicable Exchange Property to any affiliate thereof (other than DownREIT Partnership); (c) the Public Parties (or as applicable their designated affiliate) Sellers shall effect such Exchange each exchange through (A) an assignment of this Agreement or rights under this Agreement (insofar as it relates in form and substance reasonably satisfactory to Purchaser and Seller of the applicable Exchange Property) to a “qualified intermediary” (within the meaning of Treasury Regulations Section 1.1031(k)-1), which assignment shall be executed and delivered on or before the Closing and/or (B) the transfer of one or more of the properties listed on Schedule 14.22 to an “exchange accommodation titleholder” within the meaning of Revenue Procedure 2000-37, ▇▇▇▇-▇ ▇.▇. ▇▇▇, (▇▇) the Closing shall not be delayed by reason of any exchange nor shall the consummation or accomplishment of any exchange be a condition precedent or condition subsequent to Sellers’ obligations under this Agreement; (iii) Purchaser shall not be required to acquire or hold title holder;” to any real property for purposes of consummating any such exchange; (div) neither Party Purchaser shall not be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property or any other property or entity for purposes of consummating such Exchangeproperty; (ev) the Public Parties Sellers shall indemnify and hold harmless the Contributor and its affiliates for pay any cost, expense, or liability additional costs that would not otherwise have been incurred by Contributor or such affiliates Purchaser had the Public Parties Sellers not consummated the acquisition sale through an exchange; and (vi) Sellers shall, and hereby do, fully indemnify, defend, and hold harmless Purchaser from, any loss, cost, damages, liability, claim, proceeding, cause of action, or expense (including reasonable attorneys’ fees, expenses, and disbursements) of any kind or nature whatsoever arising out of, connected with, or in any manner related to such Exchange Property exchange that would not otherwise have been incurred by the Purchaser had the Sellers not consummated such sale through such an Exchange; (f) such Exchange exchange under Section 1031 of the Code. Purchaser shall not affect the representations, warranties, liabilities and obligations of the Public Parties by this Agreement or acquiescence to any exchange (a) have its rights under this Agreement except as expressly provided otherwise; and affected or diminished in any manner or (gb) no Party participating in an Exchange transaction makes any representation or warranty tobe responsible for compliance with, or be deemed to have warranted to any Seller that such exchange in fact complies with, Section 1031 of the Code. Purchaser agrees that if any Seller wishes to make such election, it must do so prior to the Closing Date. If any Seller so elects, the Purchaser shall have any liability toreasonably cooperate, any other Party including amending this agreement as may be helpful or necessary to facilitate such exchanges. (b) The parties acknowledge that it is EQY’s current intention to effect an exchange under Section 1031 of the Code of the Properties listed on Schedule 14.22 whereby the Chicago Deferred Exchange Company (“CDEC”), acting as a “qualified intermediary” (within the meaning of Treasury Regulations Section 1.1031(k)-1), will acquire legal title to such Properties prior to the Closing will deliver such legal title as agent of Sellers to Purchaser at Closing. CDEC hereby agrees to act as a qualified intermediary with respect to the tax treatment Properties set forth on Schedule 14.22, as such Schedule may be amended as permitted under this Section 14.22(b). The list of such transaction. (e) Nothing contained Properties set forth on Schedule 14.22 may be modified as necessary prior to Closing to reflect the elimination of any Property from this Agreement or the addition or elimination of any Property at EQY’s election. The assignment and exchange referred to in this Agreement shall preclude the Public Parties from acquiring any Exchange Property through a purchase if either of them so elects or if, after entering into a qualified exchange accommodation agreement with a qualified intermediary or an exchange accommodation title holder, they are unable to satisfy the conditions thereof that would be necessary to consummate the acquisition of any such Exchange Property through an Exchange. (f) Any Lighthouse Acquisition Property (or, where applicable, the related Limited Liability Company Interests) with respect to which the Public Parties timely deliver an Exchange Notice pursuant to Section 1.03(b) or which is acquired pursuant to Section 1.03(c14.22(b) shall be deemed subject to be an “Exchange Property” hereunderthe requirements set forth in Section 14.22(a) but shall not limit any party’s rights under Section 14.22(a).