Common use of Like-Kind Exchange Clause in Contracts

Like-Kind Exchange. Seller shall have the right to structure its transfer of the Property as part of a like-kind exchange to be designated by Seller (including the ability to have title taken in the name of an entity established in order to effectuate such exchange), by providing Buyer with notice of such exchange by not later than ten (10) days prior to the Closing Date (with any documents to be reviewed by Buyer in connection therewith to be submitted to Buyer by not later than five (5) days prior to the Closing Date), with the result that the exchange shall qualify for non-recognition of gain or loss under Section 1031 of the Internal Revenue Code of 1986, as amended. Buyer shall cooperate with a Seller in effecting such exchange (such cooperation to be limited to the review and execution of an assignment to a qualified exchange intermediary and other reasonable requests of Seller and expressly to exclude any arrangement to provide for installment sale treatment), provided that: (i) any costs and expenses incurred by Buyer as a result of structuring such transaction as an exchange, as opposed to an outright sale, shall be borne by Seller, (ii) Seller shall indemnify and hold harmless Buyer from and against any and all liabilities, costs, damages, claims or demands arising from the cooperation of Buyer in effecting the exchange contemplated hereby, including, but not limited to, Buyer’s reasonable attorneys’ fees; and (iii) such exchange shall not result in any delay in Closing the transaction described in this Contract.

Like-Kind Exchange. Buyer agrees to (a) reasonably cooperate Seller shall have to permit Seller to acquire replacement real property in exchange for the right to structure its transfer Properties in a tax-deferred exchange meeting the requirements of the Property as part of a like-kind exchange to be designated by Seller (including the ability to have title taken in the name of an entity established in order to effectuate such exchange), by providing Buyer with notice of such exchange by not later than ten (10) days prior to the Closing Date (with any documents to be reviewed by Buyer in connection therewith to be submitted to Buyer by not later than five (5) days prior to the Closing Date), with the result that the exchange shall qualify for non-recognition of gain or loss under Section 1031 of the Internal Revenue Code of 1986, as amended. Buyer shall cooperate with a Seller in effecting such exchange (such cooperation to be limited to the review and execution of an assignment to a qualified exchange intermediary and other reasonable requests of Seller and expressly to exclude any arrangement to provide for installment sale treatment"Exchange"), provided that: and (b) accept performance by other parties to any such Exchange; provided, however, that (i) Seller shall bear any and all costs and expenses incurred by Buyer as a result the assignee on account of structuring any such transaction as an exchange, as opposed to an outright sale, shall be borne by SellerExchange, (ii) Buyer shall not suffer any risk or liability on account of any such Exchange, (iii) Seller shall indemnify and hold Buyer harmless Buyer from and against any and all liabilities, costs, damages, claims risks or demands arising from the cooperation of Buyer in effecting the exchange contemplated hereby, liabilities including, but without limitation, taxes and closing costs, and any other Losses (as hereinafter defined) that Buyer may incur as a result of such Exchange, (iv) any such Exchange shall not limited todelay or hinder the effective consummation of the transactions contemplated by this Agreement, (v) title to the Assets shall be delivered by Seller directly to Buyer’s reasonable attorneys’ fees; , a subsidiary or affiliate thereof, or to its exchange accommodation titleholder and (iiivi) such Buyer shall have no obligation to acquire property other than the Assets. Notwithstanding any transfer or conveyance by a third party pursuant to an Exchange, all representations and warranties made herein with respect to any exchange parcel shall be deemed made and given by Seller and any exchange documents shall not result in relieve Seller of any delay in Closing the transaction described in of its obligations or liabilities under this ContractAgreement.