Common use of Like-Kind Exchange Clause in Contracts

Like-Kind Exchange. Buyer acknowledges that Seller may, at its option, seek to structure the sale of the Property as a like-kind exchange of property within the meaning of Section 1031 of the Internal Revenue Code of 1986 (a "Like-Kind Exchange"). Buyer agrees to cooperate with Seller in effecting a qualifying Like-Kind Exchange through a trust or other means as determined by Seller, including the means set forth in this Section; and Buyer consents and agrees to the following if requested by Seller and provided the same is in furtherance of a Like-Kind Exchange: (i) Seller has the right to assign its rights under this Agreement to a qualified intermediary without Buyer's consent, and in such event, such qualified intermediary shall have the right to execute and deliver the Closing Statement (which shall also be consented to by Seller) and receive the Purchase Price from Buyer; (ii) any transactional matters and accommodations in connection with a Like-Kind Exchange which are, in the opinion of Seller's counsel, necessary and/or desirable to qualify the sale and purchase transaction contemplated by this Agreement as a Like-Kind Exchange, provided, however, that Buyer shall in no event be required to take title to any real property (other than the Property) and Buyer and Buyer's counsel shall have determined that such transactional matters and accommodations are without material expense or obligation to Buyer and do not increase Buyer's liabilities under this Agreement; and (iii) Seller shall still convey the Property to Buyer (or a permitted assignee).

Like-Kind Exchange. Buyer acknowledges that Seller mayNotwithstanding Section 14.4, at its option, seek to structure Purchaser may consummate the sale purchase of the Property as part of a like-like kind exchange of property within (the meaning of “Exchange”) pursuant to Section 1031 of the Internal Revenue Code of 1986 1986, as amended (a "Like-Kind Exchange"the “Code”). Buyer agrees to cooperate with Seller , and, in effecting a qualifying Like-Kind Exchange through a trust or other means as determined by Sellerconnection therewith and for that sole purpose, including the means set forth in this Section; and Buyer consents and agrees to the following if requested by Seller and provided the same is in furtherance of a Like-Kind Exchange: (i) Seller has the right to may assign its rights under this Agreement Agreement, but not its obligations, to a third party (the “Agent”) that will act as qualified intermediary without Buyer's consentpursuant to an assignment that satisfies the requirements of Treasury Regulations Section 1.1031(k) - 1(g)(4)(v). Seller will reasonably cooperate with Purchaser in that regard, provided that Purchaser will pay any additional costs that would not otherwise have been incurred by Purchaser or Seller had Purchaser not consummated its purchase through the Exchange, and in such event, such qualified intermediary shall have the right to execute and deliver no event will the Closing Statement (which shall also be consented to by Seller) and receive the Purchase Price from Buyer; (ii) or any transactional matters and accommodations in connection with a Like-Kind Exchange which are, in the opinion of Seller's counsel, necessary and/or desirable to qualify the sale and purchase transaction contemplated by other requirement under this Agreement as be delayed or otherwise affected by the Exchange. Specifically, but without limiting the generality of the foregoing, the Exchange will not be a Like-Kind Exchange, provided, however, that Buyer shall in no event be required condition precedent to take title to any real property (other than the Property) and Buyer and Buyer's counsel shall have determined that such transactional matters and accommodations are without material expense or Purchaser’s obligation to Buyer and do not increase Buyer's liabilities perform under this Agreement; . In connection with the Exchange, Seller will not (a) have its rights under this Agreement affected or diminished in any manner, (b) be responsible for compliance with or be deemed to have warranted to Purchaser that the Exchange in fact complies with Section 1031 of the Code, (c) appear in the chain of title of any other property, or (d) incur any additional costs or liabilities other than as expressly set forth in this Agreement. Purchaser will indemnify and hold Seller harmless from and against any and all costs, liabilities or obligations (iiiincluding attorney’s fees) Seller shall still convey arising from the Property to Buyer (or a permitted assignee)Exchange, which indemnification agreement will survive the Closing.

Like-Kind Exchange. Buyer acknowledges that Seller may, at its option, seek may elect to structure the sale of the Property this transaction as a like-kind exchange of property within the meaning of pursuant to Section 1031 of the Internal Revenue Code and the regulations promulgated thereunder, with respect to any or all of 1986 the Properties (a "“Like-Kind Exchange"”) at any time prior to the First Closing (or, as the case may be, the Supplemental Closing). Buyer agrees In order to cooperate with Seller in effecting a qualifying Like-Kind Exchange through a trust or other means as determined by Seller, including the means set forth in this Section; and Buyer consents and agrees to the following if requested by Seller and provided the same is in furtherance of effect a Like-Kind Exchange: (i) , Seller has shall cooperate and do all acts as may be reasonably required or requested by Buyer with regard to effecting the right Like-Kind Exchange, including, but not limited to, permitting Buyer to assign its rights under this Agreement to a qualified intermediary without of Buyer's consent’s choice in accordance with Treas. Reg. § 1.1031(k)-1(g)(4) or executing additional escrow instructions, and in such eventdocuments, such qualified intermediary shall have the right agreements or instruments to execute and deliver the Closing Statement (which shall also be consented to by Seller) and receive the Purchase Price from Buyereffect an exchange; (ii) any transactional matters and accommodations in connection with a Like-Kind Exchange which are, in the opinion of Seller's counsel, necessary and/or desirable to qualify the sale and purchase transaction contemplated by this Agreement as a Like-Kind Exchange, provided, however, that Buyer that: (a) the acquisition and exchange of any exchange property shall not impose upon Seller any financial obligation in addition to those set out in this Agreement; (b) Seller shall have no event be required obligation to take become a holder of record title to any real property exchange property; (other than c) Buyer shall indemnify and hold Seller harmless from any and all costs and expenses which Seller incurs or to which Seller may be exposed as a result of Seller’s participation in the Propertycontemplated exchange, including reasonable attorneys’ fees and costs of defense; (d) and Buyer and the consummation of the transactions described in this Agreement shall not be delayed or affected by reason of such exchange nor shall the consummation or accomplishment of such exchange be a condition precedent or condition subsequent to Buyer's counsel shall have determined that such transactional matters and accommodations are without material expense or obligation to Buyer and do not increase Buyer's liabilities ’s obligations under this Agreement; and (iiie) Seller shall still convey the Property not, by this Agreement or acquiescence to such exchange, have its rights under this Agreement affected or diminished in any manner; and (f) Seller shall not, by this Agreement or acquiescence to such exchange, be responsible for compliance with or deemed to have warranted to Buyer (that such exchange in fact complies with Section 1031 of the Code or a permitted assignee)any state or local tax Law. If any exchange contemplated by Buyer should fail to occur, for whatever reason, the transactions contemplated in this Agreement shall nonetheless be consummated as provided herein.

Like-Kind Exchange. Buyer acknowledges that Seller may, at its option, seek Sellers shall have the right to structure the sale all or part of the Property transactions contemplated by this Agreement as a like-kind simultaneous or deferred (reverse) exchange of property within the meaning of pursuant to Section 1031 of the Internal Revenue Code of 1986 and the Treasury Regulations promulgated thereunder (a "“Like-Kind Exchange"”). Buyer agrees to cooperate Notwithstanding any other provisions of this Agreement, in connection with Seller in effecting a qualifying Like-Kind Exchange through a trust or other means as determined by Seller, including the means set forth in this Section; and Buyer consents and agrees to the following if requested by Seller and provided the same is in furtherance of effectuating a Like-Kind Exchange: (i) Seller has , Sellers shall have the right right, at or prior to the Closing Date, to assign all or a portion of its rights under this Agreement to a “qualified intermediary without Buyer's consentintermediary” (within the meaning of Treasury Regulations Section 1.1031(k)-1(g)(4)), and in such eventa “qualified exchange accommodation titleholder” (within the meaning of Revenue Procedure 2000-37), such qualified intermediary shall have or another person reasonably selected by Sellers for the right purpose of satisfying the requirements of Section 1031 of the Code. Should Sellers choose to execute and deliver the Closing Statement (which shall also be consented to by Seller) and receive the Purchase Price from Buyer; (ii) any transactional matters and accommodations in connection with a Like-Kind Exchange which are, in the opinion of Seller's counsel, necessary and/or desirable to qualify the sale and purchase transaction contemplated by this Agreement as effectuate a Like-Kind Exchange, the parties agree to cooperate with one another in the completion of such an exchange, including the execution of all documents reasonably necessary to effectuate a Like-Kind Exchange; provided, however, that (a) the Closing Date shall not be delayed, prohibited, prevented or restricted by reason of the Like-Kind Exchange and (b) Buyer shall incur no additional unreimbursed costs, expenses, fees or liabilities as a result of or in no event be required connection with the Like-Kind Exchange. Sellers do hereby and shall release, defend, indemnify and hold harmless Buyer against any and all costs and expenses reasonably incurred with respect to take title to any real property (other than or in connection with the Property) and Buyer and Buyer's counsel shall have determined that such transactional matters and accommodations are without material expense or obligation to Buyer and do not increase Buyer's liabilities under this Agreement; and (iii) Seller shall still convey the Property to Buyer (or a permitted assignee)Like-Kind Exchange.

Like-Kind Exchange. Buyer acknowledges (a) Purchaser, at the request of Seller, agrees to cooperate reasonably with Seller so that Seller may, at its option, seek to structure the sale may dispose of the Property in a transaction intended to qualify in whole or in part as a liketax-kind deferred exchange of property within the meaning of pursuant to Section 1031 of the Internal Revenue Code of 1986 1986, as amended (a "Like-Kind Exchange"the “Tax Code”). Buyer agrees In order to cooperate with Seller in effecting a qualifying Like-Kind Exchange through a trust or other means as determined by Seller, including the means set forth in this Section; and Buyer consents and agrees to the following if requested by Seller and provided the same is in furtherance of a Like-Kind Exchangeimplement such exchange: (i) Seller has the right Seller, upon notice to Purchaser, shall assign its rights rights, but not its obligations, under this Agreement to a third party designated by Seller to act as a qualified intermediary without Buyer's consent, and (as such phrase is defined in such event, such qualified intermediary shall have applicable regulations issued under the right to execute and deliver the Closing Statement (which shall also be consented to by Seller) and receive the Purchase Price from BuyerTax Code); (ii) any transactional matters Purchaser shall, and accommodations in connection with a Like-Kind Exchange which arehereby agrees to, in the opinion of Seller's counsel, necessary and/or desirable acknowledge such assignment and make all payments due hereunder to qualify the sale and purchase transaction contemplated or as may be directed by this Agreement as a Like-Kind Exchange, provided, however, that Buyer shall in no event be required to take title to any real property (other than the Property) and Buyer and Buyer's counsel shall have determined that such transactional matters and accommodations are without material expense or obligation to Buyer and do not increase Buyer's liabilities under this Agreementintermediary; and (iii) at Closing, Seller shall still convey the Property directly to Buyer Purchaser; provided, however, that: (w) Purchaser’s cooperation shall be limited to the actions specifically contemplated by the foregoing sentence; (x) none of Purchaser’s rights or obligations hereunder shall be affected or modified in any way, nor shall any time periods contained herein be affected in any way; (y) Purchaser shall have no responsibility or liability to Seller or any other person for the qualification of Seller’s purported exchange transaction under Section 1031 of the Tax Code other than as a permitted assignee)result of Purchaser’s failure to perform the actions specifically contemplated in this Paragraph; and (z) Purchaser shall not be required to incur any additional expense (unless reimbursed by Seller) or liability (other than to a de minimis extent) as a result of such cooperation, exchange or assignment. Seller hereby agrees to and shall save, defend, indemnify and hold Purchaser harmless from and against any and all liability, loss, damage, claims, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by Purchaser as a result of any such cooperation, exchange or assignment.

Like-Kind Exchange. Buyer acknowledges that Seller mayNotwithstanding anything to the contrary in this Agreement, at its option, seek to structure Purchaser may consummate the sale purchase of the Property as part of a so-called like-kind exchange, simultaneous exchange, non-simultaneous exchange, “Starker deferred” exchange of property within the meaning of Section or reverse exchange (each, an “Exchange”) pursuant to § 1031 of the Internal Revenue Code Code, provided that: (a) Purchaser provides Seller notice of 1986 same within ten (10) days following the expiration of the Inspection Period; (b) the consummation or accomplishment of an Exchange shall not be a "Like-Kind Exchange"). Buyer agrees condition precedent or condition subsequent to cooperate with Seller in effecting a qualifying Like-Kind the Purchaser’s obligations under this Agreement; (c) Purchaser shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a trust “qualified intermediary” (as defined in Treas. Reg. § 1.1031(k)-1(g)(4) of the Code); (d) Seller shall not be required to take an assignment of the purchase agreement for the relinquished or other means as determined replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by Seller, including the means set forth in this SectionPurchaser; and Buyer consents and agrees to the following if requested (e) Purchaser shall pay any additional costs that would not otherwise have been incurred by Seller and provided had Purchaser not consummated the same is in furtherance of a Like-Kind transaction through an Exchange: (i) . Seller has the right shall not, by this Agreement or acquiescence to assign an Exchange desired by Purchaser, have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to a qualified intermediary without Buyer's consent, and have warranted to Purchaser that its Exchange in such event, such qualified intermediary shall have fact complies with § 1031 of the right Internal Revenue Code. Subject to execute and deliver the Closing Statement (which shall also be consented to by Seller) and receive the Purchase Price from Buyer; (ii) any transactional matters and accommodations in connection with a Like-Kind Exchange which are, in the opinion of Seller's counsel, necessary and/or desirable to qualify the sale and purchase transaction contemplated by this Agreement as a Like-Kind Exchange, providedforegoing, however, that Buyer shall in no event be required to take title to any real property (other than the Property) and Buyer and Buyer's counsel shall have determined that such transactional matters and accommodations are without material expense or obligation to Buyer and do not increase Buyer's liabilities under this Agreement; and (iii) Seller shall still convey the Property reasonably cooperate with Purchaser in order to Buyer (or a permitted assignee)permit such an Exchange to be made, including executing and delivering additional documents reasonably requested by Purchaser.

Like-Kind Exchange. Buyer acknowledges that Seller may, at its option, seek may elect to structure consummate the sale of the Property Transaction in whole or in part as a like-kind exchange of property within the meaning of pursuant to Section 1031 of the Internal Revenue Code of 1986 (a "Like-Kind Exchange")1986, as amended, so long as such election does not delay the Closing hereunder. If Seller so elects, Buyer agrees to shall cooperate with Seller in effecting a qualifying Like-Kind Exchange through a trust or other means as determined by Seller, including the means set forth executing such documents and taking such action as may be reasonably necessary in order to effectuate this Section; and Buyer consents and agrees to the following if requested by Seller and provided the same is in furtherance of a Like-Kind Exchange: (i) Seller has the right to assign its rights under this Agreement to a qualified intermediary without Buyer's consent, and in such event, such qualified intermediary shall have the right to execute and deliver the Closing Statement (which shall also be consented to by Seller) and receive the Purchase Price from Buyer; (ii) any transactional matters and accommodations in connection with a Like-Kind Exchange which are, in the opinion of Seller's counsel, necessary and/or desirable to qualify the sale and purchase transaction contemplated by this Agreement Transaction as a Likelike-Kind Exchange, kind exchange; provided, however, that (i) Buyer’s cooperation hereunder shall be without cost, expense or liability to Buyer of any kind or character, including, without limitation, any attorneys’ fees, costs or expense incurred in connection with the review or preparation of documentation in order to effectuate such like-kind exchange, and Buyer shall in have no event be required obligation to take title to any real property property; (other than ii) Seller shall assume all risks in connection with the Propertydesignation, selection and setting of terms of the purchase or sale of any exchange property; (iii) Seller shall bear all costs and Buyer expenses in connection with any such exchange transaction in excess of the costs and Buyer's counsel shall expenses which would have determined otherwise been incurred in acquiring or selling the Property by means of a straight purchase, so that such transactional matters and accommodations are without material expense or obligation the net effect to Buyer shall be materially identical to that which would have resulted had this Agreement closed on a purchase and do not increase Buyer's liabilities under sale; (iv) any documents to effectuate such exchange transaction are consistent with the terms and conditions contained in this Agreement; and (iiiv) Seller shall still convey indemnify, defend and hold Buyer harmless from any and all claims, demands, penalties, loss, causes of action, suits, risks, liability, costs or expenses of any kind or nature (including, without limitation, reasonable attorneys’ fees) which Buyer may incur or sustain, directly or indirectly, related to or in connection with, or arising out of, the Property to Buyer (or consummation of this Transaction as a permitted assignee)like-kind exchange as contemplated hereunder.

Like-Kind Exchange. Buyer acknowledges Seller has informed Purchaser that Seller may, at its option, it may seek to structure the sale in full or partial payment of the Property as a Purchase Price like-kind property for the purpose of effectuating an exchange of property within the meaning of pursuant to Section 1031 of the Internal Revenue Code Code, and the regulations promulgated thereunder. To facilitate such exchange, and as a material inducement to Seller to enter into this Agreement, Purchaser consents (i) to an assignment by Seller of 1986 this Agreement or of any of Seller’s rights hereunder, including the right to receive all or any portion of the Purchase Price, to a Qualified Intermediary (a "Likeas defined in Treasury Regulations Section 1.1031(k)-1(g)(4)) and (ii) to take such other actions as are reasonably necessary to facilitate such like-Kind Exchange")kind exchange, which shall in no event involve Purchaser acquiring title to or owning any replacement property on behalf of Seller or incurring expenses or liability (unless such expenses or liability are reimbursed to Purchaser by Seller . Buyer Purchaser agrees to reasonably cooperate with Seller in effecting a qualifying Likeeffectuating the like-Kind Exchange through a trust or other means as determined by Seller, including the means set forth in this Section; kind exchange and Buyer consents and agrees to execute all documents (subject to the following if requested by Seller reasonable approval of Purchaser and its legal counsel) reasonably necessary in connection therewith provided the same is in furtherance of a Like-Kind Exchange: that such cooperation shall not (i) Seller has the right to assign its result in a reduction of Purchaser’s rights or an increase in Purchaser’s obligations under this Agreement other than to a qualified intermediary without Buyer's consentde minimis extent, and in such event, such qualified intermediary shall have the right to execute and deliver the Closing Statement (which shall also be consented to by Seller) and receive the Purchase Price from Buyer; (ii) subject Purchaser to any transactional matters and accommodations in connection with a Like-Kind Exchange which are, in the opinion of Seller's counsel, necessary and/or desirable to qualify the sale and purchase transaction additional risks not expressly contemplated by this Agreement as a Like-Kind Exchange, provided, however, that Buyer shall in no event be required or require Purchaser to take title to acquire any real property (other than the Property) and Buyer and Buyer's counsel shall have determined that such transactional matters and accommodations are without material expense or obligation to Buyer and do not increase Buyer's liabilities under this Agreement; and (iii) Seller shall still convey the Property to Buyer (or a permitted assignee).Third Floor Unit, or

Like-Kind Exchange. Buyer (a) (i) Purchaser acknowledges that Seller may, at its Seller’s option, seek to structure the sale of the Property as effect a like-kind exchange of property within the meaning of Section 1031 of the Property under Internal Revenue Code Section 1031 (the “Code”). Purchaser further acknowledges that, prior to closing, Seller may convey to one of 1986 its members (a "Like“Seller Transferee”) an interest in the Property as a tenant-Kind Exchange"). Buyer agrees in-common, in order to cooperate with accommodate such Seller Transferee and/or Seller in effecting a qualifying Likelike-Kind Exchange through kind exchange of an interest in the Property. Any transfer of an interest in the Property by Seller to a trust or other means as determined by Seller, including Seller Transferee shall be made subject to this Agreement. Purchaser shall reasonably cooperate with Seller and the means set forth in this Section; Seller Transferee and Buyer consents and agrees shall execute any documents reasonably required to permit Seller and/or the Seller Transferee to effect such a like-kind exchange pursuant to the following if requested by Seller and Code, provided the same is in furtherance of a Like-Kind Exchange: (iw) Seller has the right to assign its rights under this Agreement to a qualified intermediary without Buyer's consent, shall reimburse Purchaser for reasonable fees and in such event, such qualified intermediary shall have the right to execute and deliver the Closing Statement (which shall also be consented to expenses incurred by Seller) and receive the Purchase Price from Buyer; (ii) any transactional matters and accommodations Purchaser in connection with a Like-Kind Exchange which are, in the opinion of Seller's counsel, necessary and/or desirable to qualify the sale and purchase transaction exchanges contemplated by this Agreement as a Like-Kind ExchangeSection 12.2(a), provided, however, that Buyer shall (x) in no event shall Purchaser be required obligated to take title to any real property (other than the PropertyProperty or incur any additional liability in connection with such exchange, (y) and Buyer and Buyer's counsel in no event shall have determined that the Closing Date be delayed on account of any such transactional matters and accommodations are without material expense or obligation to Buyer and do not increase Buyer's liabilities under this Agreement; exchange, and (iiiz) in no event shall Seller shall still convey the Property to Buyer (be relieved of any of its obligations or a permitted assignee)liability hereunder in connection with any such exchange.

Like-Kind Exchange. Buyer acknowledges A. Purchaser, at the request of Seller, agrees to cooperate reasonably with Seller so that Seller may, at its option, seek to structure the sale may dispose of the Property Real Estate in a transaction intended to qualify in whole or in part as a liketax-kind deferred exchange of property within the meaning of pursuant to Section 1031 of the Internal Revenue Code of 1986 (a "Like-Kind Exchange")Tax Code. Buyer agrees In order to cooperate with Seller in effecting a qualifying Like-Kind Exchange through a trust or other means as determined by Sellerimplement such exchange, including the means set forth in this Section; and Buyer consents and agrees to the following if requested by Seller and provided the same is in furtherance of a Like-Kind Exchange: (i) Seller has the right Seller, upon written notice to Purchaser, shall assign its rights rights, but not its obligations, under this Agreement to a third party designated by Seller to act as a qualified intermediary without Buyer's consent(as such phrase is defined in applicable regulations issued under the Tax Code), and in such event, such qualified intermediary shall have the right to execute and deliver the Closing Statement (which shall also be consented to by Seller) and receive the Purchase Price from Buyer; (ii) any transactional matters Purchaser shall, and accommodations in connection with a Like-Kind Exchange which arehereby agrees to, in acknowledge such assignment and make all payments due hereunder to or as may be directed by such intermediary and (iii) at Closing, Seller shall convey the opinion of Seller's counsel, necessary and/or desirable Real Estate directly to qualify the sale and purchase transaction contemplated by this Agreement as a Like-Kind Exchange, Purchaser; provided, however, that Buyer (w) Purchaser's cooperation shall be limited to the actions specifically contemplated by the preceding sentence; (x) none of Purchaser's rights or obligations hereunder shall be affected or modified in any way, nor shall any time periods contained herein be affected in any way; (y) Purchaser shall have no event responsibility or liability to Seller or any other person for the qualification of Seller's purported exchange transaction under Section 1031 of the Tax Code other than as a result of Purchaser's failure to perform the actions specifically contemplated by the preceding sentence and (z) Purchaser shall not be required to take title to incur any real property additional expense (unless reimbursed by Seller) or liability (other than the Propertyto a DE MINIMIS extent) as a result of such cooperation, exchange or assignment. Seller hereby agrees to and Buyer shall save, defend, indemnify and Buyer's counsel shall have determined that hold Purchaser harmless from and against any and all liability incurred by Purchaser as a result of any such transactional matters and accommodations are without material expense cooperation, exchange or obligation to Buyer and do not increase Buyer's liabilities under this Agreement; and (iii) Seller shall still convey the Property to Buyer (or a permitted assignee)assignment.

Like-Kind Exchange. Buyer acknowledges that Seller may, at its option, seek to structure Sellers are considering the sale disposition of the Property as SLSJ Assets through a like-qualified intermediary within the meaning of Treas. Reg. Section 1.1031(k)-i (g)(4) for the purpose of effecting a like kind exchange of property (an "Exchange") within the meaning of Section 1031 of the Internal Revenue Code of 1986 (a "Like-Kind Code. If Sellers decide to effect an Exchange"). Buyer , Sellers may, in their sole discretion, notify Purchaser in writing, and Purchaser agrees to cooperate with Seller in effecting a qualifying Like-Kind Exchange through a trust or other means as determined by SellerSellers, including the means set forth in this Section; and Buyer consents and agrees to the following if requested by Seller and provided Sellers, to structure the same is in furtherance disposition of a Like-Kind the SLSJ Assets as an Exchange: (i) Seller has the right to assign its rights under this Agreement to a qualified intermediary without Buyer's consent, and in such event, such qualified intermediary shall have the right to execute and deliver the Closing Statement (which shall also be consented to by Seller) and receive the Purchase Price from Buyer; (ii) any transactional matters and accommodations in connection with a Like-Kind Exchange which are, in the opinion of Seller's counsel, necessary and/or desirable to qualify the sale and purchase transaction contemplated by this Agreement as a Like-Kind Exchange, provided, however, that Buyer Purchaser shall not be obligated to incur any additional cost, liability (including warranty or other liability) or expense (including the reasonable expenses of its counsel in no event advising and representing Purchaser with respect to structuring the disposition of the SLSJ Assets as an Exchange), and is held harmless by Sellers against any loss, liability or expense, arising as a result of the intended Exchange or any challenge to, or failure of, the disposition of the SLSJ Assets hereunder to qualify as an Exchange. The ability or inability of Sellers to structure the disposition of the SLSJ Assets as an Exchange shall not be required to take a condition precedent to, and shall not under any circumstances constitute a cause for the delay of, the Closing. In connection with an Exchange, all of Sellers' respective representations, warranties, covenants, rights and obligations hereunder shall remain with Sellers, and Sellers shall transfer legal title to the SLSJ Assets directly over to Purchaser. In the event of any real property (other than dispute regarding the Property) and Buyer and Buyer's counsel shall have determined that SLSJ Assets, the transactions contemplated hereby or Sellers' respective obligations hereunder, Purchaser may look solely to the Journal Register Parties with respect to resolving any such transactional matters and accommodations are without material expense or obligation to Buyer and do not increase Buyer's liabilities under this Agreement; and (iii) Seller shall still convey the Property to Buyer (or a permitted assignee)dispute.

Like-Kind Exchange. Buyer acknowledges (a) Purchaser, at the request of Seller, agrees to cooperate reasonably with Seller so that Seller may, at its option, seek to structure the sale may dispose of the Property in a transaction intended to qualify in whole or in part as a liketax-kind deferred exchange of property within the meaning of pursuant to Section 1031 of the Internal Revenue Code of 1986 1986, as amended from time to time (a "Like-Kind Exchange"the “Tax Code”). Buyer agrees In order to cooperate with Seller in effecting a qualifying Like-Kind Exchange through a trust or other means as determined by implement such exchange: (i) Seller, including upon notice to Purchaser, shall assign its rights, but not its obligations, under this Agreement to a third party designated by Seller to act as a qualified intermediary (as such phrase is defined in applicable regulations issued under the means set forth Tax Code); (ii) Purchaser shall, and hereby agrees to, acknowledge such assignment and make all payments due hereunder to or as may be directed by such intermediary; and (iii) at Closing, Seller shall convey the Property directly to Purchaser; provided, however, that: (w) Purchaser’s cooperation shall be limited to the actions specifically contemplated by the foregoing sentence; (x) none of Purchaser’s rights or obligations hereunder shall be affected or modified in any way, nor shall any time periods contained herein be affected in any way; (y) Purchaser shall have no responsibility or liability to Seller or any other person for the qualification of Seller’s purported exchange transaction under Section 1031 of the Tax Code other than as a result of Purchaser’s failure to perform the actions specifically contemplated in this Section; and Buyer consents and agrees (z) Purchaser shall not be required to the following if requested by Seller and provided the same is in furtherance of a Like-Kind Exchange: incur any additional expense (i) Seller has the right to assign its rights under this Agreement to a qualified intermediary without Buyer's consent, and in such event, such qualified intermediary shall have the right to execute and deliver the Closing Statement (which shall also be consented to unless reimbursed by Seller) and receive the Purchase Price from Buyer; (ii) any transactional matters and accommodations in connection with a Like-Kind Exchange which are, in the opinion of Seller's counsel, necessary and/or desirable to qualify the sale and purchase transaction contemplated by this Agreement as a Like-Kind Exchange, provided, however, that Buyer shall in no event be required to take title to any real property or liability (other than the Propertyto a de minimis extent) as a result of such cooperation, exchange or assignment. Seller hereby agrees to and Buyer shall save, defend, indemnify and Buyer's counsel shall have determined that hold Purchaser harmless from and against any and all liability incurred by Purchaser as a result of any such transactional matters and accommodations are without material expense cooperation, exchange or obligation to Buyer and do not increase Buyer's liabilities under this Agreement; and (iii) Seller shall still convey the Property to Buyer (or a permitted assignee)assignment.

Like-Kind Exchange. Buyer acknowledges that Seller may, at its option, seek may elect to structure the sale of the Property this transaction as a like-kind exchange of property within the meaning of pursuant to Section 1031 of the Internal Revenue Code and the regulations promulgated thereunder, with respect to any or all of 1986 the Properties (a "“Like-Kind Exchange"”) at any time prior to the First Closing (or, as the case may be, the Supplemental Closing). Buyer agrees In order to cooperate with Seller in effecting a qualifying Like-Kind Exchange through a trust or other means as determined by Seller, including the means set forth in this Section; and Buyer consents and agrees to the following if requested by Seller and provided the same is in furtherance of effect a Like-Kind Exchange: (i) , Buyer shall cooperate and do all acts as may be reasonably required or requested by Seller has with regard to effecting the right Like-Kind Exchange, including permitting Seller to assign its rights under this Agreement to a qualified intermediary without Buyer's consent, and in such event, such qualified intermediary shall have the right to execute and deliver the Closing Statement (which shall also be consented to by Seller) and receive the Purchase Price from Buyer; (ii) any transactional matters and accommodations in connection with a Like-Kind Exchange which are, in the opinion of Seller's counsel’s choice in accordance with Treas. Reg. § 1.1031(k)-1(g)(4) or executing additional escrow instructions, necessary and/or desirable documents, agreements or instruments to qualify the sale and purchase transaction contemplated by this Agreement as a Like-Kind Exchange, effect an exchange; provided, however, that that: (a) the acquisition and exchange of any exchange property shall not impose upon Buyer any financial obligation in addition to those set out in this Agreement; (b) Buyer shall in have no event be required obligation to take become a holder of record title to any real property exchange property; (other than c) Seller shall indemnify and hold Buyer harmless from any and all costs and expenses which Buyer incurs or to which Buyer may be exposed as a result of Buyer’s participation in the Propertycontemplated exchange, including reasonable attorneys’ fees and costs of defense; (d) and Buyer and Buyer's counsel the consummation of the transactions described in this Agreement shall have determined that not be delayed or affected by reason of such transactional matters and accommodations are without material expense exchange nor shall the consummation or obligation accomplishment of such exchange be a condition precedent or condition subsequent to Buyer and do not increase Buyer's liabilities Seller’s obligations under this Agreement; (e) Buyer shall not, by this Agreement or acquiescence to such exchange, have its rights under this Agreement affected or diminished in any manner; and (iiif) Buyer shall not, by this Agreement or acquiescence to such exchange, be responsible for compliance with or deemed to have warranted to Seller that such exchange in fact complies with Section 1031 of the Code or any state or local tax Law. If any exchange contemplated by Seller should fail to occur, for whatever reason, the transactions contemplated in this Agreement shall still convey the Property to Buyer (or a permitted assignee)nonetheless be consummated as provided herein.

Like-Kind Exchange. Buyer acknowledges Notwithstanding anything to the contrary in this Agreement, either Seller shall have the right, on or prior to the Closing Date, to assign all or a portion of its rights under this Agreement and/or the Deposit Escrow Agreement to a “qualified intermediary” (as that Seller mayterm is defined in U.S. Treasury Regulations § 1.1031(k)-1(g)(4)) or to a “qualified exchange accommodation titleholder” (as that term is defined in U.S. Revenue Procedure 2000-37), at its option, seek in order to attempt to structure the sale of the Property transactions contemplated by this Agreement, in relevant part, as a like-kind exchange of property within the meaning of or reverse like-kind exchange under Section 1031 of the Internal Revenue Code of 1986 and any corresponding state and/or local income tax provision (a "“Like-Kind Exchange"”). Buyer agrees The Parties agree to cooperate with Seller in effecting a qualifying Like-Kind Exchange through a trust or good faith and execute any necessary agreements and/or other means as determined by Seller, including the means set forth in this Section; and Buyer consents and agrees documents to the following if requested by Seller and provided the same is in furtherance of a Like-Kind Exchange: (i) Seller has the right to assign its rights under this Agreement to a qualified intermediary without Buyer's consent, and in such event, such qualified intermediary shall have the right to execute and deliver the Closing Statement (which shall also be consented to by Seller) and receive the Purchase Price from Buyer; (ii) effectuate any transactional matters and accommodations in connection with a Like-Kind Exchange which are, in the opinion of Seller's counsel, necessary and/or desirable to qualify the sale and purchase transaction contemplated by this Agreement as a Like-Kind Exchange, provided: (a) such documents shall not modify Sellers’ or Buyers’ representations, howeverwarranties or obligations under this Agreement or the Deposit Escrow Agreement; (b) such documents shall not relieve Sellers or Buyers of any Liability under this Agreement or the Deposit Escrow Agreement; (c) the Purchase Price paid by Buyers shall not be different from that which Buyers would have paid pursuant to ARTICLE II; (d) Buyers shall incur no unreimbursed additional costs, that Buyer expenses, fees or Liabilities as a result of or in connection with any Like-Kind Exchange and shall in no event not be required to take title to any real property (other than not the Property) and Buyer and Buyer's counsel shall have determined that such transactional matters and accommodations are without material expense or obligation to Buyer and do not increase Buyer's liabilities under subject of this Agreement; and (iiie) Seller and no attempted Like-Kind Exchange shall still convey materially delay the Property to Buyer (or a permitted assignee)Closing.

Like-Kind Exchange. Buyer acknowledges Purchaser, at the request of Seller, agrees to cooperate reasonably with Seller so that Seller may, at its option, seek to structure the sale may dispose of the Property in a transaction intended to qualify in whole or in part as a liketax-kind deferred exchange of property within the meaning of pursuant to Section 1031 of the Internal Revenue Code of 1986 1986, as amended (a "Like-Kind Exchange"the “Tax Code”). Buyer agrees In order to cooperate with Seller in effecting a qualifying Like-Kind Exchange through a trust or other means as determined by Seller, including the means set forth in this Section; and Buyer consents and agrees to the following if requested by Seller and provided the same is in furtherance of a Like-Kind Exchangeimplement such exchange: (i) Seller has the right Seller, upon notice to Purchaser, shall assign its rights rights, but not its obligations, under this Agreement to a third party designated by Seller to act as a qualified intermediary without Buyer's consent, and (as such phrase is defined in such event, such qualified intermediary shall have applicable regulations issued under the right to execute and deliver the Closing Statement (which shall also be consented to by Seller) and receive the Purchase Price from BuyerTax Code); (ii) any transactional matters Purchaser shall, and accommodations in connection with a Like-Kind Exchange which arehereby agrees to, in the opinion of Seller's counsel, necessary and/or desirable acknowledge such assignment and make all payments due hereunder to qualify the sale and purchase transaction contemplated or as may be directed by this Agreement as a Like-Kind Exchange, provided, however, that Buyer shall in no event be required to take title to any real property (other than the Property) and Buyer and Buyer's counsel shall have determined that such transactional matters and accommodations are without material expense or obligation to Buyer and do not increase Buyer's liabilities under this Agreementintermediary; and (iii) at Closing, Seller shall still convey the Property directly to Buyer Purchaser; provided, however, that: (w) Purchaser’s cooperation shall be limited to the actions specifically contemplated by the foregoing sentence; (x) none of Purchaser’s rights or obligations hereunder shall be affected or modified in any way, nor shall any time periods contained herein be affected in any way; (y) Purchaser shall have no responsibility or liability to Seller or any other person for the qualification of Seller’s purported exchange transaction under Section 1031 of the Tax Code other than as a permitted assignee)result of Purchaser’s failure to perform the actions specifically contemplated in this Paragraph; and (z) Purchaser shall not be required to incur any additional expense (unless reimbursed by Seller) or liability (other than to a de minimis extent) as a result of such cooperation, exchange or assignment. Seller hereby agrees to and shall save, defend, indemnify and hold Purchaser harmless from and against any and all liability incurred by Purchaser as a result of any such cooperation, exchange or assignment.

Like-Kind Exchange. At Seller’s request and at no cost to Buyer, Buyer acknowledges that will agree to take all actions reasonably requested by Seller may, at its option, seek in order to structure the sale effectuate all or any part of the Property transactions contemplated by this Agreement as a like-kind exchange of property within the meaning of in accordance with Section 1031 of the Internal Revenue Code Code, but without any extension of 1986 the Closing Date, and using a qualified intermediary; provided, however, that (a "Like-Kind Exchange"). a) Buyer agrees to cooperate with Seller in effecting a qualifying Like-Kind Exchange through a trust or other means incurs no additional liability and no more than nominal cost and (b) except as determined by Seller, including the means set forth herein, the Closing shall not be affected by reason of any such exchange nor shall the consummation of such an exchange be a condition precedent of the Seller’s obligation under this Agreement. Notwithstanding anything contained in any such assignment, Buyer shall not by execution of this Section; and Buyer consents and agrees to the following if requested Agreement or by Seller and provided the same is participation in furtherance of a Like-Kind Exchange: any such exchange (i) Seller has the right to assign have its rights under this Agreement to a qualified intermediary without Buyer's consentaffected or diminished in any manner, and in such event, such qualified intermediary shall have the right to execute and deliver the Closing Statement (which shall also be consented to by Seller) and receive the Purchase Price from Buyer; (ii) be required to undertake any transactional matters obligations of third parties, or (iii) be responsible for compliance nor be deemed to have warranted to the Seller whether such exchange in fact complies with Section 1031 of the Internal Revenue Code, as amended. At Buyer’s request, and accommodations at no cost to Seller, Seller will agree to take all actions reasonably requested by Buyer in connection with a Like-Kind Exchange which are, in order to effectuate all or any part of the opinion of Seller's counsel, necessary and/or desirable to qualify the sale and purchase transaction transactions contemplated by this Agreement as a Likelike-Kind Exchangekind exchange in accordance with Section 1031 of the Internal Revenue Code, but without any extension of the Closing Date, and using a qualified intermediary; provided, however, that Buyer (a) Seller incurs no additional liability and no more than nominal cost and (b) except as set forth herein, the Closing shall not be affected by reason of any such exchange nor shall the consummation of such an exchange be a condition precedent of Buyer’s obligation under this Agreement. Notwithstanding anything contained in no event any such assignment, the Seller shall not by execution of this Agreement or by participation in any such exchange (i) have its rights under this Agreement affected or diminished in any manner, (ii) be required to take title to undertake any real property (other than the Property) and Buyer and Buyer's counsel shall have determined that such transactional matters and accommodations are without material expense obligations of third parties, or obligation to Buyer and do not increase Buyer's liabilities under this Agreement; and (iii) Seller shall still convey the Property be responsible for compliance nor be deemed to have warranted to Buyer (or a permitted assignee)whether such exchange in fact complies with Section 1031 of the Internal Revenue Code, as amended. Notwithstanding the aforementioned sentence, Buyer shall have no right to extend the closing beyond the Closing Date set forth herein.

Like-Kind Exchange. Buyer acknowledges (a) Purchaser, at the request of Seller, agrees to cooperate reasonably with Seller so that Seller may, at its option, seek to structure the sale may dispose of the Property in a transaction intended to qualify in whole or in part as a liketax-kind deferred exchange of property within the meaning of pursuant to Section 1031 of the Internal Revenue Code of 1986 1986, as amended (a "Like-Kind Exchange"the “Tax Code”). Buyer agrees In order to cooperate with Seller in effecting a qualifying Like-Kind Exchange through a trust or other means as determined by implement such exchange: (a) Seller, including the means set forth in this Section; and Buyer consents and agrees upon notice to the following if requested by Seller and provided the same is in furtherance of a Like-Kind Exchange: (i) Seller has the right to Purchaser, shall assign its rights rights, but not its obligations, under this Agreement to a third party designated by Seller to act as a qualified intermediary without Buyer's consent(as such phrase is defined in applicable regulations issued under the Tax Code); (b) Purchaser shall, and in hereby agrees to, acknowledge such eventassignment and make all payments due hereunder to or as may be directed by such intermediary; and (c) at Closing, such qualified intermediary Seller shall have convey the right Property directly to execute and deliver Purchaser; provided, however, that: (i) Purchaser’s cooperation shall be limited to the Closing Statement (which shall also be consented to actions specifically contemplated by Seller) and receive the Purchase Price from Buyerpreceding sentence; (ii) none of Purchaser’s rights or obligations hereunder shall be affected or modified in any transactional matters and accommodations way, nor shall any time periods contained herein be affected in connection with a Like-Kind Exchange which are, in any way; (iii) Purchaser shall have no responsibility or liability to Seller or any other person for the opinion qualification of Seller's counsel, necessary and/or desirable to qualify ’s purported exchange transaction under Section 1031 of the sale and purchase transaction contemplated by this Agreement Tax Code other than as a Like-Kind Exchange, provided, however, that Buyer result of Purchaser’s failure to perform the actions specifically contemplated in this Paragraph; and (iv) Purchaser shall in no event not be required to take title to incur any real property additional expense (unless reimbursed by Seller) or liability (other than the Propertyto a de minimis extent) as a result of such cooperation, exchange or assignment. Seller hereby agrees to and Buyer shall save, defend, indemnify and Buyer's counsel shall have determined that hold Purchaser harmless from and against any and all liability incurred by Purchaser as a result of any such transactional matters and accommodations are without material expense cooperation, exchange or obligation to Buyer and do not increase Buyer's liabilities under this Agreement; and (iii) Seller shall still convey the Property to Buyer (or a permitted assignee)assignment.