Common use of Section 1031 Exchange Clause in Contracts

Section 1031 Exchange. Each Party agrees to cooperate with the other Party to accommodate such other Party in effectuating a like kind exchange (an “Exchange”) under Section 1031 of the Code in connection with the purchase and sale of the Purchased Assets, provided that: (i) Closing shall not be delayed or affected by reason of the Exchange nor shall consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging Party’s obligations under this Agreement and the exchanging Party’s failure or inability to consummate an exchange for any reason or for no reason at all shall not be deemed to excuse or release the exchanging Party from its obligations under this Agreement; (ii) the exchanging Party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary, but such assignment shall not release the exchanging Party from any of its Liabilities to the non-exchanging Party under this Agreement or expand any Liabilities of the non-exchanging Party under this Agreement; (iii) no 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 for purposes of consummating an Exchange desired by the other Party; and (iv) the exchanging Party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging Party had the exchanging Party not consummated the transaction through an Exchange and the exchanging Party shall indemnify the non-exchanging Party against any such additional costs or liabilities. No Party shall by this Agreement or acquiescence to an Exchange desired by the other Party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging Party that its Exchange in fact complies with Section 1031 of the Code.

Section 1031 Exchange. Each Party shall have the right to elect to effect a tax-deferred exchange under Code Section 1031 (an “Exchange”) for the Purchased Assets at any time prior to the Closing Date. If such Party elects to effect an Exchange, the other Party agrees to cooperate with the other such Party to accommodate such other Party in effectuating a like kind exchange (an “the Exchange and to execute escrow instructions, documents, agreements or instruments to effect the Exchange”) under Section 1031 of the Code in connection with the purchase and sale of the Purchased Assets, provided that: (i) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging Party’s obligations under this Agreement and the exchanging Party’s failure or inability to consummate an exchange for any reason or for no reason at all shall not be deemed to excuse or release the exchanging Party from its obligations under this Agreement; , (ii) the exchanging Party shall effect its Exchange through an assignment of this Agreement, or its rights or obligations under this Agreement, to a qualified intermediary, but such assignment shall not release the exchanging Party from any of its Liabilities liabilities or obligations to the non-exchanging Party under this Agreement or expand any Liabilities liabilities or obligations of the non-exchanging Party under this Agreement; , (iii) no 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 for purposes of consummating an Exchange desired by the other Party; and (iv) the exchanging Party shall pay any additional costs costs, expenses, fees or liabilities that would not otherwise have been incurred by the non-exchanging Party had the exchanging Party not consummated the transaction through an Exchange and the exchanging Party shall indemnify the non-exchanging Party against any such additional costs or liabilitiesliabilities (including reasonable attorney’s fees). No Party shall by this Agreement or acquiescence to an Exchange desired by the other Party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging Party that its Exchange in fact complies with Section 1031 of the Code.

Section 1031 Exchange. Each Party agrees to cooperate with Either party (such party, the other Party to accommodate such other Party in effectuating “Exchange Party”) may consummate the purchase of the Property as part of a so-called “like kind kind” exchange (an “Exchange”) under ), including a “reverse” exchange pursuant to Section 1031 of the Internal Revenue Code in connection with the purchase and sale of the Purchased Assets1986, as amended (“Code”), provided that: (i) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an the Exchange be a condition precedent or condition subsequent to the exchanging Exchange Party’s obligations under this Agreement and the exchanging Party’s failure or inability to consummate an exchange for any reason or for no reason at all shall not be deemed to excuse or release the exchanging Party from its obligations under this Agreement; (ii) the exchanging Exchange Party shall effect its the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary, but such assignment shall not release intermediary and otherwise in complete compliance with the exchanging Party from any terms and provisions of its Liabilities to the non-exchanging Party under this Agreement or expand any Liabilities of the non-exchanging Party under this Agreement; (iii) no Party if Purchaser is the Exchange Party, then Seller 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 for purposes of consummating the Exchange or otherwise incur any liability in connection with an Exchange desired by the other PartyExchange; and (iv) the exchanging Exchange Party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging Exchange Party had the exchanging Exchange Party not consummated the transaction through an Exchange and the exchanging Party shall indemnify the non-exchanging Party against any such additional costs or liabilitiesExchange. No Party Neither party shall by the terms set forth in this Agreement Section 10.24 or acquiescence to an the Exchange desired by the other Party (a) have its rights under this Agreement affected or diminished in any manner or (b) be responsible for compliance with or be deemed to have warranted to the exchanging Exchange Party that its the Exchange in fact complies with Section 1031 of the CodeCode or any other applicable law, rule or regulation. Subject always to the foregoing, each party agrees to cooperate with the other party to effect the Exchange.

Section 1031 Exchange. Purchaser and Seller hereby acknowledge that Purchaser and/or Seller (the “Exchange Party”) may desire to effectuate a tax-deferred exchange (also known as a “1031” exchange (the “Exchange”)) in connection with the purchase and/or sale of all or a portion of the Property. Each Party party (the “Cooperating Party”) hereby agrees to cooperate with the other Party to accommodate such other Exchange Party in effectuating a like kind exchange connection with the Exchange contemplated by the Exchange Party, provided that: (an a) All documents executed in connection with the Exchange (the “ExchangeExchange Documents”) shall recognize that Cooperating Party is acting solely as an accommodating party to such Exchange, shall have no liability with respect thereto, and is making no representation or warranty that the transactions qualify as a tax-free exchange under Section 1031 of the Internal Revenue Code or any applicable state or local laws and shall have no liability whatsoever if any such transactions fail to so qualify. All Exchange Documents executed by Cooperating Party in connection with the purchase Exchange shall be in form and sale of the Purchased Assets, provided that: substance reasonably acceptable to Cooperating Party. (ib) Closing Such Exchange shall not result in Cooperating Party incurring any additional costs or liabilities (and Exchange Party shall pay all additional costs and expenses to the extent that such are incurred, including, without limitation, any additional costs or expenses incurred by Cooperating Party as a result of its participation in the Exchange). Exchange Party shall indemnify, defend and hold Cooperating Party harmless from and against all claims, demands, liability, losses, damages, costs and expenses (including reasonable attorneys’ and accountants’ fees) suffered or incurred by Cooperating Party in connection with the Exchange. (c) In no event shall Cooperating Party be delayed obligated to acquire any property or affected by reason otherwise be obligated to take title, or appear in the records of title, to any property in connection with the Exchange. (d) In no event shall Exchange nor shall Party’s consummation or accomplishment of an such Exchange be constitute a condition precedent or condition subsequent to the exchanging Exchange Party’s obligations under this Agreement Agreement, and the exchanging Exchange Party’s failure or inability to consummate an exchange for any reason or for no reason at all such Exchange shall not be deemed to excuse or release the exchanging Exchange Party from its obligations under this Agreement; . (iie) Purchaser and Seller further agree that, in connection with the exchanging foregoing, and subject in all respects to the foregoing provisions, Cooperating Party shall effect its consent to Exchange through an assignment Party assigning all or a portion of this Agreement, or its rights under this Agreement, to a qualified intermediary, but such assignment shall not release the exchanging Party from any of its Liabilities to the non-exchanging Party under this Agreement or expand any Liabilities of the non-exchanging Party under this Agreement; (iii) no 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 for purposes of consummating an Exchange desired by the other Party; and (iv) the exchanging Party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging Party had the exchanging Party not consummated the transaction through an Exchange and the exchanging Party shall indemnify the non-exchanging Party against any such additional costs or liabilities. No Party shall by this Agreement or acquiescence to an Exchange desired by the other Party have its rights under this Agreement affected to an exchange intermediary solely for the purpose of consummating such Exchange. In no event shall any such assignment release Exchange Party of its obligations under this Agreement or diminished any document executed pursuant to the terms hereof, including, without limitation, its indemnity obligations hereunder, or affect in any manner any of Exchange party’s representations, warranties or be responsible for compliance with or be deemed to have warranted to the exchanging Party that its Exchange covenants set forth in fact complies with Section 1031 of the Codethis Agreement.

Section 1031 Exchange. Each Party Either party agrees to cooperate with the other Party party to accommodate such other Party party in effectuating a like kind exchange (an “Exchange”) under pursuant to Section 1031 of the Code in connection with the purchase and sale of the Purchased Assets, provided that: (i) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging Partyparty’s obligations under this Agreement and the exchanging Partyparty’s failure or inability to consummate an exchange for any reason or for no reason at all shall not be deemed to excuse or release the exchanging Party party from its obligations under this Agreement; , (ii) the exchanging Party party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary, but such assignment shall not release the exchanging Party party from any of its Liabilities liabilities or obligations to the non-exchanging Party party under this Agreement or expand any Liabilities liabilities or obligations of the non-exchanging Party party under this Agreement; , (iii) no Party 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 for purposes of consummating an Exchange desired by the other Partyparty; and (iv) the exchanging Party party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging Party party had the exchanging Party party not consummated the transaction through an Exchange and the exchanging Party party shall indemnify the non-exchanging Party party against any such additional costs or liabilities. No Party Neither party shall by this Agreement or acquiescence to an Exchange desired by the other Party party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging Party party that its Exchange in fact complies with Section 1031 of the Code.

Section 1031 Exchange. Each Party agrees to cooperate with the other Party to accommodate such other Party in effectuating a like kind exchange (an “Exchange”) under Section 1031 of the Code in connection with the purchase and sale of the Purchased Assets, provided that: (i) Closing shall not be delayed or affected by reason of the Exchange nor shall consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging Party’s obligations under this Agreement and the exchanging Party’s failure or inability to consummate an exchange for any reason or for no reason at all shall not be deemed to excuse or release the exchanging Party from its obligations under this Agreement; (iii) the exchanging Party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary, but such assignment shall not release the exchanging Party from any of its Liabilities to the non-non- exchanging Party under this Agreement or expand any Liabilities of the non-exchanging Party under this Agreement; (iii) no 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 for purposes of consummating an Exchange desired by the other Party; and (iv) the exchanging Party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging Party had the exchanging Party not consummated the transaction through an Exchange and the exchanging Party shall indemnify the non-exchanging Party against any such additional costs or liabilities. No Party shall by this Agreement or acquiescence to an Exchange desired by the other Party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging Party that its Exchange in fact complies with Section 1031 of the Code.. Asset Purchase Agreement between ▇▇▇▇▇▇▇ Resources, Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 12 Proprietary and Confidential Intended for Addressee Only

Section 1031 Exchange. Purchaser and Seller hereby acknowledge that Purchaser and/or Seller (the “Exchange Party”) may desire to effectuate a tax-deferred exchange (also known as a “1031” exchange (the “Exchange”)) in connection with the purchase and/or sale of all or a portion of the Property. Each Party party (the “Cooperating Party”) hereby agrees to cooperate with the other Party to accommodate such other Exchange Party in effectuating a like kind exchange connection with the Exchange contemplated by the Exchange Party, provided that: (an a) All documents executed in connection with the Exchange (the “ExchangeExchange Documents”) shall recognize that Cooperating Party is acting solely as an accommodating party to such Exchange, shall have no liability with respect thereto, and is making no representation or warranty that the transactions qualify as a tax-free exchange under Section 1031 of the Internal Revenue Code or any applicable state or local laws and shall have no liability whatsoever if any such transactions fail to so qualify. All Exchange Documents executed by Cooperating Party in connection with the purchase Exchange shall be in form and sale of the Purchased Assets, provided that: substance reasonably acceptable to Cooperating Party. (ib) Closing Such Exchange shall not result in Cooperating Party incurring any additional costs or liabilities (and Exchange Party shall pay all additional costs and expenses to the extent that such are incurred, including, without limitation, any additional costs or expenses incurred by Cooperating Party as a result of its participation in the Exchange) and shall not extend the Closing Date. Exchange Party shall indemnify, defend and hold Cooperating Party harmless from and against all claims, demands, liability, losses, damages, costs and expenses (including reasonable attorneys’ and accountants’ fees) suffered or incurred by Cooperating Party in connection with the Exchange. (c) In no event shall Cooperating Party be delayed obligated to acquire any property or affected by reason otherwise be obligated to take title, or appear in the records of title, to any property in connection with the Exchange. (d) In no event shall Exchange nor shall Party’s consummation or accomplishment of an such Exchange be constitute a condition precedent or condition subsequent to the exchanging Exchange Party’s obligations under this Agreement Agreement, and the exchanging Exchange Party’s failure or inability to consummate an exchange for any reason or for no reason at all such Exchange shall not be deemed to excuse or release the exchanging Exchange Party from its obligations under this Agreement; . (iie) Purchaser and Seller further agree that, in connection with the exchanging foregoing, and subject in all respects to the foregoing provisions, Cooperating Party shall effect its consent to Exchange through an assignment Party assigning all or a portion of this Agreement, or its rights under this Agreement, to a qualified intermediary, but such assignment shall not release the exchanging Party from any of its Liabilities to the non-exchanging Party under this Agreement or expand any Liabilities of the non-exchanging Party under this Agreement; (iii) no 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 for purposes of consummating an Exchange desired by the other Party; and (iv) the exchanging Party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging Party had the exchanging Party not consummated the transaction through an Exchange and the exchanging Party shall indemnify the non-exchanging Party against any such additional costs or liabilities. No Party shall by this Agreement or acquiescence to an Exchange desired by the other Party have its rights under this Agreement affected to an exchange intermediary solely for the purpose of consummating such Exchange. In no event shall any such assignment release Exchange Party of its obligations under this Agreement or diminished any document executed pursuant to the terms hereof, including, without limitation, its indemnity obligations hereunder, or affect in any manner any of Exchange party’s representations, warranties or be responsible for compliance with or be deemed to have warranted to the exchanging Party that its Exchange covenants set forth in fact complies with Section 1031 of the Codethis Agreement.

Section 1031 Exchange. Each Party agrees to cooperate with 8.1 Seller may consummate the other Party to accommodate such other Party in effectuating sale of the Real Property as part of a so-called like kind exchange (an “Exchange”) under Section pursuant to § 1031 of the Code in connection with Internal Revenue Code. 8.2 If the purchase and Seller elects to consummate the sale of the Purchased AssetsReal Property as an Exchange, provided that: Seller shall provide notice of same to Purchaser at least five (i5) Closing shall not be delayed or affected by reason of the Exchange nor shall consummation or accomplishment of an Exchange be a condition precedent or condition subsequent days prior to the exchanging Party’s obligations under this Agreement Closing Date and shall provide to Purchaser drafts of any documents which Purchaser shall have to execute in order for Purchaser to have adequate time to review and approve of same. Additionally, the exchanging Party’s failure ▇▇▇▇▇▇▇ Money and, at Closing, the Purchase Price shall be deposited with a qualified intermediary or inability to consummate an exchange for any reason or for no reason at all shall not be deemed to excuse or release qualified escrow account selected by Seller (the exchanging Party from its obligations under this Agreement; (ii) the exchanging Party shall effect “Exchange Agent”). Seller may affect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary, (but such assignment shall not release the exchanging Party from any of its Liabilities to the non-exchanging Party obligations) under this Agreement to the Exchange Agent. Purchaser further agrees to execute any and all documents (subject to the reasonable approval of Purchaser’s counsel) as are reasonably necessary in connection with the Exchange, provided that the Closing shall not be contingent upon or expand any Liabilities subject to the completion of the non-exchanging Party under this Agreement; Exchange. Seller shall have the right to adjourn the Closing by up to fifteen (iii15) no Party shall be required days to take an assignment the extent necessary to facilitate the consummation or accomplishment of the purchase agreement for the 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 other Party; and (iv) the exchanging Party Exchange. 8.3 Seller shall pay any additional costs that would not otherwise have been incurred by the non-exchanging Party Purchaser had the exchanging Party Seller not consummated the transaction through an Exchange and the exchanging Party (such payment obligation shall indemnify the non-exchanging Party against survive Closing or any such additional costs or liabilitiestermination of this Agreement). No Party shall Neither party shall, by this Agreement or acquiescence to an Exchange desired by the other Party Seller, have its rights or obligations under this Agreement affected or diminished in any manner or manner, and Purchaser shall not be responsible for compliance with or be deemed to have warranted to the exchanging Party Seller that its Exchange in fact complies with Section § 1031 of the Internal Revenue Code.

Section 1031 Exchange. Each Party agrees to cooperate with the other Party to accommodate such other Party in effectuating a like kind exchange (an “Exchange”) under Section 1031 of the Code in connection with the purchase and sale of the Purchased Assets, provided that: (i) Closing shall not be delayed or affected by reason of the Exchange nor shall consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging Party’s obligations under this Agreement and the exchanging Party’s failure or inability to consummate an exchange for any reason or for no reason at all shall not be deemed to excuse or release the exchanging Party from its obligations under this Agreement; (iii) the exchanging Party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary, but such assignment shall not release the exchanging Party from any of its Liabilities to the non-non- exchanging Party under this Agreement or expand any Liabilities of the non-exchanging Party under this Agreement; (iii) no 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 for purposes of consummating an Exchange desired by the other Party; and (iv) the exchanging Party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging Party had the exchanging Party not consummated the transaction through an Exchange and the exchanging Party shall indemnify the non-exchanging Party against any such additional costs or liabilities. No Party shall by this Agreement or acquiescence to an Exchange desired by the other Party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging Party that its Exchange in fact complies with Section 1031 of the Code.. Asset Purchase Agreement between Proprietary and Confidential

Section 1031 Exchange. Each Party agrees to cooperate with Either party and each entity which is a tenant-in-common of the other Party to accommodate such other Party in effectuating Property that constitutes part of “Seller” (each, a “TIC Entity”) may consummate the purchase or sale of the Property as part of a so-called like kind exchange (an “Exchange”) under pursuant to Section 1031 of the Internal Revenue Code in connection with of 1986, as amended (the purchase and sale of the Purchased Assets“Code”), provided that: that (i) the Closing shall not be delayed or affected by reason of the an Exchange nor shall the consummation or accomplishment of an any Exchange be a condition precedent or condition subsequent to the exchanging Partya party’s obligations under this Agreement and the exchanging Party’s failure or inability to consummate an exchange for any reason or for no reason at all shall not be deemed to excuse or release the exchanging Party from its obligations under this Agreement; (ii) the exchanging Party any party desiring an Exchange shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary, but such assignment intermediary and the other party shall not release the exchanging Party from any of its Liabilities to the non-exchanging Party under this Agreement or expand any Liabilities of the non-exchanging Party under this Agreement; (iii) no 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 for purposes of consummating an Exchange desired by the other Partysuch Exchange; and (iviii) the exchanging Party party desiring an Exchange shall pay any additional out-of-pocket costs that would not otherwise have been incurred by Purchaser or Seller after the non-exchanging Party date hereof had the exchanging Party such party not consummated the transaction its purchase or sale through an Exchange and the exchanging Party shall indemnify the non-exchanging Party against any such additional costs or liabilitiesExchange. No Party Neither party shall by this Agreement agreement or acquiescence to an Exchange desired by the other Party party (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 exchanging Party other party that its such party’s Exchange in fact complies with Section 1031 of the Code. In connection with such cooperation, Seller agrees, upon request of Purchaser, to “direct deed” for actual interests in the property to a single designee of Purchaser, and Purchaser agrees to enter into an acknowledgement of the assignment of the rights (but not the obligations) of any TIC Entity to a qualified intermediary in customary form to facilitate an Exchange by such TIC Entity.

Section 1031 Exchange. Each Party agrees to cooperate with the any other Party to accommodate such other Party in effectuating effecting a like kind exchange (an “Exchange”) under pursuant to Section 1031 of the United States Internal Revenue Code in connection with the purchase and sale of the Purchased Assets, provided that: (ia) the Closing shall not be delayed or affected by reason of the Exchange Exchange, nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging Party’s obligations under this Agreement and the exchanging Party’s failure or inability to consummate an exchange for any reason or for no reason at all shall not be deemed to excuse or release the exchanging Party from its obligations under this Agreement; , (iib) the exchanging Party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediaryintermediary (as defined in Treasury Regulation section 1.1031(k)-1(g)(4)) or an exchange accommodation titleholder (as defined in Rev. Proc. 2000-37), as applicable, but any such assignment shall not release the exchanging Party from any of its Liabilities liabilities or obligations to the non-exchanging Party Parties under this Agreement or expand any Liabilities liabilities or obligations of the non-exchanging Party Parties under this Agreement; , (iiic) no Party the non-exchanging Parties 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 for purposes of consummating an Exchange desired by the other exchanging Party; and (ivd) the exchanging Party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging Party Parties had the exchanging Party not consummated the transaction through an Exchange and the exchanging Party shall indemnify the non-exchanging Party Parties against any such additional costs or liabilities. No non-exchanging Party shall by this Agreement or acquiescence to an Exchange desired by the other an exchanging Party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging Party that its Exchange in fact complies with Section 1031 of the United States Internal Revenue Code.

Section 1031 Exchange. Each Party agrees A. Notwithstanding anything contained herein to cooperate the contrary, in accordance with the other Party terms set forth herein, either party (the "Exchanging Party") shall be entitled, at its option, to accommodate such other Party in effectuating structure the transfer of the Portfolio (or any portion thereof) from the Sellers to Purchaser as part of a like kind non-simultaneous tax-deferred "like-kind" exchange (an “Exchange”) under Section 1031 of the Code (a "Like-Kind Exchange") with respect to the Exchanging Party involving, in whole or part, real property other than the Portfolio (or any portion thereof). B. If the Exchanging Party desires to effectuate a tax-free exchange as aforesaid, the Exchanging Party shall so notify the other party (the "Cooperating Party") no later than five (5) business days prior to the Closing Date and shall at that time present to the Cooperating Party a written "Like-Kind Exchange Agreement" in form reasonably acceptable to both parties and which both parties shall execute. The Like-Kind Exchange Agreement shall provide, among other things, that the Sellers shall receive at the Closing the Purchase Price. More generally, although the Cooperating Party shall reasonably cooperate with the Exchanging Party to assist the Exchanging Party in accomplishing a Like-Kind Exchange, by so cooperating, the Cooperating Party shall incur no extra expense, no delays and no extra risks, and the Like-Kind Exchange Agreement shall contain such indemnities and other provisions as will reasonably insulate the Cooperating Party from liability in connection with the purchase and sale Like-Kind Exchange. The Cooperating Party makes no representations or warranties to the Exchanging Party concerning the tax consequences of the Purchased AssetsExchanging Party's actions in this regard. Apart from the obligation to sign the Like-Kind Exchange Agreement and convey or acquire (as the case may be) the Portfolio as provided herein, provided that: (i) Closing the Cooperating Party shall have no obligation or liability in connection with the Like-Kind Exchange and the Exchanging Party shall indemnify and hold the Cooperating Party harmless from any damages, liability and claims, including reasonable attorney's fees incurred by the Cooperating Party, in connection therewith. The parties hereby agree that the Cooperating Party shall not be delayed or affected by reason of the Exchange nor shall consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging Party’s obligations under this Agreement and the exchanging Party’s failure or inability to consummate an exchange for any reason or for no reason at all shall not be deemed to excuse or release the exchanging Party from its obligations under this Agreement; (ii) the exchanging Party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary, but such assignment shall not release the exchanging Party from any of its Liabilities to the non-exchanging Party under this Agreement or expand any Liabilities of the non-exchanging Party under this Agreement; (iii) no 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 for purposes of consummating an Exchange desired by estate other than the other Party; and Portfolio (iv) the exchanging Party shall pay or any additional costs that would not otherwise have been incurred by the non-exchanging Party had the exchanging Party not consummated the transaction through an Exchange and the exchanging Party shall indemnify the non-exchanging Party against any such additional costs or liabilities. No Party shall by this Agreement or acquiescence to an Exchange desired by the other Party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging Party that its Exchange in fact complies with Section 1031 of the Codeportion thereof).

Section 1031 Exchange. Each Party agrees ASSIGNOR and ASSIGNEE hereby agree that ASSIGNEE shall have the right at any time prior to cooperate with the other Party Closing to accommodate such other Party in effectuating assign all or a like kind exchange (an “Exchange”) under Section 1031 portion of the Code in connection with the purchase and sale of the Purchased Assets, provided that: (i) Closing shall not be delayed or affected by reason of the Exchange nor shall consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging Party’s obligations under this Agreement and the exchanging Party’s failure or inability to consummate an exchange for any reason or for no reason at all shall not be deemed to excuse or release the exchanging Party from its obligations under this Agreement; (ii) the exchanging Party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary, but such assignment shall not release the exchanging Party from any of its Liabilities to the non-exchanging Party under this Agreement or expand any Liabilities of the non-exchanging Party under this Agreement; (iii) no 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 for purposes of consummating an Exchange desired by the other Party; and (iv) the exchanging Party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging Party had the exchanging Party not consummated the transaction through an Exchange and the exchanging Party shall indemnify the non-exchanging Party against any such additional costs or liabilities. No Party shall by this Agreement or acquiescence to an Exchange desired by the other Party have its rights under this Agreement affected to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) in order to accomplish the transaction in a manner that will comply, either in whole or diminished in any manner or be responsible for compliance part, with or be deemed the requirements of a like-kind exchange pursuant to have warranted to the exchanging Party that its Exchange in fact complies with Section 1031 of the Internal Revenue Code of 1986, as amended, ("Code"). Likewise, ASSIGNOR shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either Party assigns its rights under this Agreement pursuant to this Section 2.7, such Party agrees to notify the other Party in writing of such assignment at or before Closing. If ASSIGNOR assigns its rights under this Agreement for this purpose, ASSIGNEE agrees to (i) consent to ASSIGNOR's assignment of its rights in this Agreement in form attached hereto as Exhibit "B-1", and (ii) pay the Purchase Price into a qualified escrow or qualified trust account at Closing as directed in writing. If ASSIGNEE assigns its rights under this Agreement for this purpose, ASSIGNOR agrees to (i) consent to ASSIGNEE's assignment of its rights in this Agreement in the form of Exhibit "B-2", (ii) accept the Purchase Price from the qualified escrow or qualified trust account at Closing, and (iii) at Closing, convey and assign directly to ASSIGNEE the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. ASSIGNOR and ASSIGNEE acknowledge and agree that any assignment of this Agreement to a Qualified Intermediary shall not release either Party from any of their respective liabilities and obligations to each other under this Agreement, and that neither Party represents to the other that any particular tax treatment will be given to either Party as a result thereof. ASSIGNOR agrees to indemnify and hold ASSIGNEE harmless from and against any and all claims, demands, causes of actions, liabilities, penalties, judgements, assessments, and expenses (including reasonable attorneys' fees and costs) asserted against or incurred by ASSIGNEE in connection with or as a consequence of its facilitation of any such like-kind exchange.

Section 1031 Exchange. Each Party agrees Buyer and Seller agree that either party may elect to cooperate with structure the other Party conveyance of the Real Property as an exchange pursuant to accommodate such other Party in effectuating a like kind exchange (an “Exchange”) under Section 1031 of the Internal Revenue Code in connection with 1986, as amended (the purchase and sale of the Purchased Assets"Code"), provided that: (i) Closing shall not be delayed or affected by reason that such party gives notice of the Exchange nor shall consummation or accomplishment of an Exchange be a condition precedent or condition subsequent such election to the exchanging Party’s obligations under this Agreement and other party at least ten (10) days prior to the exchanging Party’s failure or inability Closing Date, but in the event Buyer elects to consummate exchange, Seller shall receive cash at Closing. If such an exchange for any reason or for no reason at all shall not be deemed is elected by such party ("electing party"), the electing party and other party may enter into an exchange agreement acceptable to excuse or release both Buyer and Seller. As an alternative, the exchanging Party from its obligations under this Agreement; (ii) the exchanging Party shall electing party may elect to enter into an exchange agreement with a third party to effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary, but such assignment shall not release the exchanging Party from any of its Liabilities to the non-exchanging Party under this Agreement or expand any Liabilities of the non-exchanging Party under this Agreement; (iii) no 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 for purposes of consummating an Exchange desired by the other Party; and (iv) the exchanging Party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging Party had the exchanging Party not consummated the transaction through an Exchange and the exchanging Party shall indemnify the non-exchanging Party against any such additional costs or liabilities. No Party shall by this Agreement or acquiescence to an Exchange desired by the other Party have its rights under this Agreement affected or diminished exchange in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging Party that its Exchange in fact complies accordance with Section 1031 of the Code. Neither party makes any representation or guarantee to the other that the transactions contemplated under this provision will result in any particular tax treatment to the other party, or will qualify as an exchange under Section 1031 of the Code. The electing party will assume all costs and expenses, including attorneys' fees, incurred in connection with such election to structure the transaction as an exchange in accordance with Section 1031 of the Code. In the event that Seller elects to assign any of its rights or interests under this Agreement to any deferred exchange company (or other entity) pursuant to any such exchange pursuant to Section 1031 of the Code, then Buyer hereby covenants and agrees that it will not object to any subsequent re-assignment by such deferred exchange company (or other entity) to Seller of any (or any portion of) such rights and interests. The terms of this Section shall survive the Closing hereof. Seller and Buyer agree that, at the request of the electing party, they will execute such agreements and other documents as may be necessary, in the reasonable opinion of respective counsel for the parties, to complete and otherwise effectuate the exchange of properties in accordance with Section 1031 of the Code. The electing party hereby indemnifies and holds the non-exchanging party harmless in connection with any actual loss, cost or damages suffered by the non-exchanging party concerning or arising out of such exchange or deferred exchange, which indemnification shall survive the Closing hereof.

Section 1031 Exchange. Each Party agrees to cooperate with If Seller or Buyer (the other Party to accommodate such other Party in effectuating a like kind exchange (an “ExchangeRequesting Party”) under wishes to effect a qualifying tax-deferred exchange or exchanges pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), then the other party (the “Cooperating Party”) shall reasonably cooperate with the Requesting Party and any escrow holder or exchange facilitator selected by the Requesting Party to effect the same, either through assignment by the Requesting Party of the rights (but not the obligations) of the Requesting Party under this Agreement to a qualified intermediary or through other means determined by the Requesting Party, and the Cooperating Party shall execute such documents as may be reasonably requested by the Requesting Party, provided that notwithstanding anything herein to the contrary (i) the Requesting Party’s election to effect a tax-deferred exchange shall not create any additional conditions to the Closing, (ii) the Cooperating Party shall not be required to take title to any property other than the Property, (iii) the Closing Date shall not be extended or delayed in connection with the purchase and sale consummation of the Purchased Assetssuch exchange(s), provided that: (iiv) Closing shall not neither Buyer nor Seller will be delayed relieved of its duties or affected by reason of the Exchange nor shall consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging Party’s obligations under this Agreement or the closing documents executed in connection with this Agreement by virtue of such exchange(s), and the exchanging Party’s failure or inability to consummate an exchange for any reason or for no reason at all (v)the Cooperating Party shall not be deemed obligated to excuse incur any additional liability or release financial obligations as a consequence of the exchanging Party from Requesting Party’s exchange(s) other than typical, reasonable expenses to review proposed exchange documentation. The Requesting Party, in electing to structure the acquisition/sale as an exchange, shall have the right to substitute, assign, or delegate its obligations under this Agreementrights and duties to one or more entities or persons who will be the Requesting Party’s qualified intermediary as or buyer, as the case may be, in such party’s place and stead; (ii) provided, however, the exchanging Requesting Party shall effect its Exchange through an assignment remain liable for any breach of this Agreement, or its rights under this Agreement, to a qualified intermediary, but such assignment shall not release the exchanging Party from any of its Liabilities to the non-exchanging Party under this Agreement or expand any Liabilities of the non-exchanging Party under this Agreement; (iii) no 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 for purposes of consummating an Exchange desired by the other Party; and (iv) the exchanging Party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging Party had the exchanging Party not consummated the transaction through an Exchange and the exchanging Party shall indemnify the non-exchanging Party against any such additional costs or liabilities. No Party shall by this Agreement or acquiescence to an Exchange desired by the other Party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging Party that its Exchange in fact complies with Section 1031 of the Code.