Code Section 1031 Exchange. Purchaser intends to structure the acquisition of the Property as a tax-deferred exchange under Section 1031 of the U.S. Internal Revenue Code (“Code”). Likewise, Seller may convey the Property to Purchaser as part of a tax-deferred exchange under Section 1031 of the Code. Either Seller or Purchaser may assign this Agreement to a qualified intermediary in order to facilitate a Code Section 1031 exchange transaction. Seller and Purchaser agree to cooperate with each other in effecting such transaction, including, without limitation, consenting to the assignment of this Agreement to a qualified intermediary, provided that any such exchange transaction, and the related 14ImanageDB:4161238.11 documentation, shall: (i) not require the other party to execute any contract (other than as set forth herein), make any commitment, or incur any obligations, contingent or otherwise, to third parties which would expand the obligations beyond this Agreement, (ii) not delay the Closing or the transaction contemplated by this Agreement, or (iii) not include acquiring title to any other property. In connection with Purchaser’s Code Section 1031 exchange Purchaser may elect to replace the Earnest Money with an equal amount of Purchaser’s exchange proceeds. In connection with and without limiting the foregoing, Seller agrees to execute and deliver to Purchaser no later than five (5) days prior to Closing, the Assignment and Assumption Agreement attached hereto as Exhibit T and the Assignment and Release Agreement attached hereto as Exhibit U. This Section 4.6 shall survive Closing.
Code Section 1031 Exchange