Common use of Possible Exchange Clause in Contracts

Possible Exchange. The Seller reserves the right to structure the transaction contemplated under the terms of this Agreement as a non-simultaneous like-kind exchange pursuant to §1031 of the Code, as amended, and its implementing regulations. In connection with effectuating a non-simultaneous like-kind exchange, the Seller reserves the right, at least three (3) Business Days prior to Closing, to PURCHASE AND SALE AGREEMENT -61- assign its rights under this Agreement to a Qualified Intermediary (as that term is defined in §1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or to a Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37). In addition, should the Seller choose to structure the transaction provided under the terms of this Agreement as a non-simultaneous like-kind exchange, the Buyer agrees to execute all documents reasonably necessary to effectuate the non-simultaneous like-kind-exchange. Notwithstanding the foregoing, the Buyer shall have no increased liability hereunder on account of such non-simultaneous like-kind exchange and the Seller shall remain liable hereunder for all obligations of the Seller hereunder even if the Seller chooses to structure the transaction as a non-simultaneous like-kind exchange.

Possible Exchange. The Seller Each of the Sellers reserves the right to structure the transaction contemplated under the terms of this Agreement as a non-simultaneous like-kind exchange pursuant to §1031 of the Code, as amended, and its implementing regulations. In connection with effectuating a non-simultaneous like-kind exchange, the each Seller reserves the right, at least three (3) Business Days prior to Closing, to PURCHASE AND SALE AGREEMENT -61- -59- assign its rights under this Agreement to a Qualified Intermediary (as that term is defined in §1.1031(k)-1(g)(4)(v) of the Treasury Regulations) or to a Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37). In addition, should the a Seller choose to structure the transaction provided under the terms of this Agreement as a non-simultaneous like-kind exchange, the Buyer agrees to execute all documents reasonably necessary to effectuate the non-simultaneous like-kind-exchange. Notwithstanding the foregoing, the Buyer shall have no increased liability hereunder on account of such non-simultaneous like-kind exchange and the such Seller shall remain liable hereunder for all obligations of the such Seller hereunder even if the such Seller chooses to structure the transaction as a non-simultaneous like-kind exchange.