Common use of Like-Kind Exchange Clause in Contracts

Like-Kind Exchange. Each Party to this Agreement acknowledges and agrees that either of them may consummate the transactions set forth herein as part of a like kind exchange of real properties (the “Exchange”) pursuant to Section 1031 of the Code by an assignment of such Party’s rights hereunder to a qualified intermediary or an exchange accommodation titleholder. Notwithstanding any provision in this Agreement to the contrary, in the event either Party (as an “Electing Party”) elects to engage in an Exchange, the other Party (as the “Consenting Party”) agrees to (i) consent to the assignment of the Electing Party’s rights hereunder to a qualified intermediary or exchange accommodation titleholder in order to facilitate such Exchange, and (ii) execute any and all documents as may be necessary to effect the purposes of this Section 12.17. Any actions taken by the Parties in conformance with this Section 12.17 shall be at the cost of the Electing Party (except for minor legal fees incurred by the Consenting Party for review of Exchange-related documents). No action permitted under this Section 12.17, including (without limitation) any assignment of rights under this Agreement, shall relieve the Electing Party of any of its obligations or liabilities under this Agreement, whether occurring before, at or after the Closing Date. The Consenting Party shall not by this Agreement or acquiescence to the Exchange be responsible for compliance with or be deemed to have warranted to the Electing Party that the Exchange complies with, Section 1031 of the Code.

Like-Kind Exchange. Each ▇▇▇▇▇▇ agrees to cooperate with ▇▇▇▇▇, and ▇▇▇▇▇ agrees to cooperate with Seller, for purposes of effecting and structuring, in conjunction with the sale of the Real Property, for the benefit of the other Party to this Agreement acknowledges and agrees that either of them may consummate the transactions set forth herein as part of taxpayer, a like like-kind exchange of real properties (the “Exchange”) property, whether a simultaneous, reverse or deferred exchange, pursuant to Section 1031 of the Internal Revenue Code by of 1986, as amended, and the regulations promulgated thereunder. The cooperating Party specifically agrees to execute such documents and instruments as are reasonably necessary to implement such an exchange. The taxpayer shall be solely responsible for assuring that the structure of any proposed exchange is effective for its own tax purposes and for paying all costs and expenses associated with the proposed exchange. Furthermore, the cooperating Party specifically agrees that the taxpayer may assign this Agreement and any of its rights or obligations hereunder, in whole or in part, as necessary or appropriate in furtherance of effectuating a Section 1031 like- kind exchange for the Real Property, provided that such assignment shall not serve to relieve the taxpayer of such any liability for the taxpayer’s obligations hereunder. Notwithstanding the foregoing: (a) Neither Party shall be required to incur any liability or expense in connection with its participation in the other Party’s rights hereunder exchange; (b) Neither Party shall be required to a qualified intermediary hold or an otherwise acquire, or be in title to, any property other than the Real Property; (c) Neither Party shall be required to execute any documents creating any liability on their part by reason of the other Party’s exchange; (d) The Party proposing the exchange accommodation titleholder. Notwithstanding any provision in this Agreement to the contraryshall indemnify, in the event either Party (as an “Electing Party”) elects to engage in an Exchangeprotect, defend and hold the other Party (as the “Consenting Party”) agrees to (i) consent to the assignment and any of the Electing Party’s rights hereunder to a qualified intermediary or exchange accommodation titleholder in order to facilitate such Exchangeits partners, officers, directors, shareholders, members, attorneys and (ii) execute agents harmless from and against any and all documents as may be necessary liability, including, but not limited to, costs and attorneys’ fees, caused by or resulting from their participation in the exchange; (e) The Party cooperating in the proposed exchange makes no representation or warranty to effect the purposes of this Section 12.17. Any actions taken by Party proposing the Parties in conformance with this Section 12.17 shall be at the cost of the Electing Party (except exchange that such exchange will qualify for minor legal fees incurred by the Consenting Party for review of Exchange-related documents). No action permitted under this Section 12.17, including (without limitation) any assignment of rights under this Agreement, shall relieve the Electing Party of any of its obligations tax deferral or liabilities under this Agreementother tax treatment, whether occurring before, at pursuant to the Internal Revenue Code or after the Closing Date. otherwise; (f) The Consenting Party shall not transaction contemplated by this Agreement or acquiescence shall not in any way be postponed or, be subject to the Exchange be responsible for compliance with rescission or be deemed to have warranted to the Electing Party that the Exchange complies withcontingent upon, Section 1031 completion of the Codeexchange; and (g) The Party proposing the exchange shall provide the other Party with reasonable advance notice of his desire to enter into the exchange, and of all acts and documents requested of or to be executed by the proposing Party in connection with the exchange.

Like-Kind Exchange. Each Party Either party may desire to close the transaction contemplated by this Agreement acknowledges and agrees that either of them may consummate the transactions set forth herein as part of a like kind exchange within the meaning of real properties Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (the “Exchange”). Each of Seller and Buyer (each an “Exchanging Party”) pursuant reserves the right to Section 1031 of the Code by an assignment of such Party’s rights hereunder assign its rights, but not its obligations hereunder, to a qualified intermediary or an exchange accommodation titleholderas provided in Treas. Notwithstanding any provision in this Agreement to the contrary, in the event either Party Reg. Section 1.1031(k)-1(g)(4) (as an “Electing Party”) elects to engage in an Exchange, the other Party (as the “Consenting PartyQualified Intermediary”) agrees to (i) consent to the assignment of the Electing Party’s rights hereunder to a qualified intermediary ), on or exchange accommodation titleholder in order to facilitate such Exchange, and (ii) execute before each or any and all documents as may be necessary to effect the purposes of this Section 12.17. Any actions taken by the Parties in conformance with this Section 12.17 shall be at the cost of the Electing Party (except for minor legal fees incurred by the Consenting Party for review of Exchange-related documents)Closing. No action permitted under this Section 12.17, including (without limitation) any such assignment of rights under this Agreement, shall relieve release the Electing Exchanging Party of any of its obligations under this Agreement. The other party (the “Cooperating Party”) hereby agrees to reasonably cooperate with, and take all reasonable steps requested by, the Exchanging Party on or before the Closing Date to facilitate such an exchange, provided that (a) the Cooperating Party shall not be required to acquire any substitute property, (b) such exchange shall not affect the representations, warranties, liabilities and obligations of Seller or Buyer under this Agreement, whether occurring before, at or after (c) the Closing Date. The Consenting Cooperating Party shall not by be required to incur any additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange), (d) no dates in this Agreement will be extended as a result thereof, (e) the consummation or acquiescence accomplishment of an exchange shall not be a condition precedent or a condition subsequent to the Exchange Exchanging Party's obligations under this Agreement, (f) the Cooperating Party shall not be responsible for compliance with or otherwise adversely affected hereunder and (g) the Cooperating Party shall not be, nor be deemed to have warranted to the Electing Party that the Exchange complies withbe, Section 1031 of responsible for such exchange's compliance with the Code.

Like-Kind Exchange. Each Party If either Seller or Purchaser wishes to this Agreement acknowledges and agrees that either of them may consummate the transactions set forth herein as part of enter into a like like-kind exchange of real properties (either simultaneous with Closing or deferred) with respect to the “Exchange”) pursuant to Properties under Section 1031 of the Internal Revenue Code by an (“Exchange”), the other party shall cooperate in all reasonable respects to effectuate the Exchange, including the execution of documents; provided (1) the cooperating party shall incur no liability or expense related to the Exchange. Purchaser’s or Seller’s cooperation shall include, but not be limited to, (i) permitting the assignment of such Party’s rights hereunder (but not its obligations) under this Agreement to a qualified intermediary (as defined in Treasury Regulation Section 1.1031 (k)-1(g)(4)(iii)) (a “QI”), (ii) Seller entering into an agreement with a QI for the acquisition of the Properties (or interests in the Properties), and/or (iii) permitting an exchange accommodation titleholder. Notwithstanding any provision in assignment of this Agreement to a QI to effectuate the contrary, in the event either Party (as an “Electing Party”) elects to engage in an Exchange, the other Party (provided that Purchaser or Seller, as the “Consenting Party”) agrees to (i) consent to the assignment case may be, shall remain obligated for all of the Electing Party’s rights hereunder to a qualified intermediary or exchange accommodation titleholder in order to facilitate such Exchangeterms and conditions hereunder. The exchanging party shall be responsible for all agreements, documents, and (ii) execute escrow instructions, and no substitution of or assignment to another party to effectuate such Exchange shall release any and all documents as may be necessary to effect the purposes of this Section 12.17. Any actions taken by the Parties in conformance with this Section 12.17 shall be at the cost of the Electing Party (except for minor legal fees incurred by the Consenting Party for review of Exchange-related documents). No action permitted other party from its obligations, warranties, or obligations under this Section 12.17, including (without limitation) Agreement or liability from any assignment of rights prior or subsequent default. In no event shall any such exchange modify the Parties’ liabilities or obligations under this Agreement, shall relieve the Electing Party of any of its obligations or liabilities under this Agreementincluding, whether occurring beforebut not limited to, at or after delaying the Closing Date. The Consenting Party shall not by this Agreement or acquiescence due to the Exchange be responsible for compliance with or be deemed to have warranted to the Electing Party that the Exchange complies with, Section 1031 of the Codeexchange.

Like-Kind Exchange. Each Party Under Section 1031 of the Internal Revenue Code. The parties acknowledge that Seller or Purchaser may wish to this Agreement acknowledges and agrees that either of them may consummate the transactions set forth herein as part of enter into a like kind exchange of real properties (either simultaneous or deferred) with respect to the Property (the “Exchange”) pursuant to the applicable provisions of Section 1031 of the Internal Revenue Code of 1986, as amended. Notwithstanding anything to the contrary contained in this Contract, Seller or Purchaser shall have the right to assign its interest under this Contract without the other party’s consent for the sole purpose of enabling the assigning party to effectuate the Exchange, including execution of any necessary acknowledgment documents; provided, however, that notwithstanding any such assignment, the assigning party shall not be released from any of its liabilities, obligations or indemnities under this Contract. The other party shall cooperate in all reasonable respects with the assigning party to effectuate such Exchange; provided, however, that: A. Closing shall not be extended or delayed by an assignment reason of such Party’s rights hereunder Exchange; B. The non-assigning party shall not be required to incur any additional cost or expense as a qualified intermediary or an exchange accommodation titleholder. Notwithstanding any provision in this Agreement to the contrary, in the event either Party (as an “Electing Party”) elects to engage in an Exchange, the other Party (as the “Consenting Party”) agrees to (i) consent to the assignment result of the Electing Party’s rights hereunder to a qualified intermediary or exchange accommodation titleholder in order to facilitate such Exchange, and (ii) execute the assigning party shall forthwith, on demand, reimburse the non-assigning party for any and all documents as may be necessary to effect the purposes of this Section 12.17. Any actions taken by the Parties in conformance with this Section 12.17 shall be at the additional cost of the Electing Party (except or expense excepting for minor legal attorney’s fees incurred by the Consenting Party for review non-assigning party as a result of Exchange-related the Exchange in reviewing documents). No action permitted ; and C. The assigning party’s ability to consummate the Exchange shall not be a condition to the obligations of assigning party under this Section 12.17Contract, including (without limitation) any assignment of rights under this Agreement, shall relieve and the Electing Party of any of its obligations or liabilities under this Agreement, whether occurring before, at or after the Closing Date. The Consenting Party non-assigning party does not warrant and shall not by this Agreement or acquiescence to the Exchange be responsible for compliance any of the tax consequences to assigning party with or be deemed to have warranted respect to the Electing Party that the Exchange complies with, Section 1031 of the Codetransactions contemplated hereunder.

Like-Kind Exchange. Each Party Any party to this Agreement acknowledges and agrees that either of them may consummate the transactions set forth herein elect to structure this transaction as part of a like like-kind exchange of real properties (the “Exchange”) pursuant to Section 1031 of the Code Code, and the regulations promulgated thereunder, with respect to any or all of the Assets (a “Like-Kind Exchange”) at any time prior to the Closing Date of the Asset Contribution. In order to effect a Like-Kind Exchange, a non-electing party shall cooperate and do all acts as may be reasonably required or requested by an assignment of the party electing for a Like-Kind Exchange with regard to effecting such Party’s Like-Kind Exchange, including, but not limited to, permitting such Party to assign its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. Notwithstanding any provision in under this Agreement to a Qualified Intermediary (“QI”) of such party’s choice in accordance with Treasury Regulations Section 1.1031(k)-1(g)(4) or executing additional escrow instructions, documents, agreements or instruments to effect an exchange. EQM reserves the contraryright, at or prior to Closing of the Asset Contribution, to assign its rights or a portion thereof under this Agreement with respect to any or all of the Assets to EQM’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. EQT Gathering and EQM acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not release either EQT Gathering or EQM from, or expand, any of their respective liabilities and obligations to each other under this Agreement. The party not participating in the event either Party (Like-Kind Exchange shall not be obligated to pay any additional costs or incur any additional obligations in its sale or purchase, as an “Electing Party”) elects to engage in an Exchangeapplicable, of the Assets if such costs are the result of the other Party (as the “Consenting Party”) agrees to (i) consent to the assignment of the Electing Partyparty’s rights hereunder to a qualified intermediary or exchange accommodation titleholder in order to facilitate such Like-Kind Exchange, and (ii) execute any the party electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other party from and against all documents as may be necessary to effect costs, expenses, claims, losses and liabilities, if any, resulting from the purposes of this Section 12.17. Any actions taken by the Parties in conformance with this Section 12.17 shall be at the cost of the Electing Party (except for minor legal fees incurred by the Consenting Party for review of Like-Kind Exchange-related documents). No action permitted under this Section 12.17, including (without limitation) any assignment of rights under this Agreement, shall relieve the Electing Party of any of its obligations or liabilities under this Agreement, whether occurring before, at or after the Closing Date. The Consenting Party shall not by this Agreement or acquiescence to the Exchange be responsible for compliance with or be deemed to have warranted to the Electing Party that the Exchange complies with, Section 1031 of the Code.

Like-Kind Exchange. Each Party Buyer or Seller may elect to structure this transaction, in whole or in part, as a like-kind exchange pursuant to section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, with respect to any or all of the Properties (a "Like- Kind Exchange") by giving notice of such election to the other party at any time prior to the date of Closing. In order to effect a Like-Kind Exchange, the party receiving such notice shall cooperate and do all acts as may be reasonably required or requested by the party giving such notice with regard to effecting the Like-Kind Exchange, including, but not limited to, permitting the party giving such notice to assign its rights under this Agreement acknowledges to a qualified intermediary of its choice in accordance with Treasury Regulation (S) 1.1031(k)- 1(g)(4) and/or executing additional escrow instructions, documents, agreements or instruments to effect an exchange; provided, however, the party receiving such notice shall incur no expense in connection with such Like-Kind Exchange, shall not be required to take title to any property other than the Properties in connection with the Like-Kind Exchange, and agrees that either shall not have its possession of them may consummate the transactions set forth herein as part Properties nor the receipt of any payment (including, without limitation, payment of the Purchase Price) delayed by reason of any such Like-Kind Exchange. This Agreement will serve to identify "replacement property" for purposes of making a like kind exchange "deferred exchange" in accordance with the requirements of real properties (the “Exchange”) pursuant to Section 1031 of the Code by an assignment of such Party’s rights hereunder to a qualified intermediary or an exchange accommodation titleholder. Notwithstanding any provision in this Agreement to the contrary, in the event either Party (as an “Electing Party”) elects to engage in an Exchange, the other Party (as the “Consenting Party”) agrees to (i) consent to the assignment of the Electing Party’s rights hereunder to a qualified intermediary or exchange accommodation titleholder in order to facilitate such Exchange, and (ii) execute any and all documents as may be necessary to effect the purposes of this Section 12.17. Any actions taken by the Parties in conformance with this Section 12.17 shall be at the cost of the Electing Party (except for minor legal fees incurred by the Consenting Party for review of Exchange-related documents). No action permitted under this Section 12.17, including (without limitation) any assignment of rights under this Agreement, shall relieve the Electing Party of any of its obligations or liabilities under this Agreement, whether occurring before, at or after the Closing Date. The Consenting Party shall not by this Agreement or acquiescence to the Exchange be responsible for compliance with or be deemed to have warranted to the Electing Party that the Exchange complies with, Section 1031 of the Internal Revenue Code."

Like-Kind Exchange. Each Party Any party to this Agreement acknowledges and agrees that either of them may consummate the transactions set forth herein elect to structure this transaction as part of a like like-kind exchange of real properties (the “Exchange”) pursuant to Section 1031 of the Code by an assignment Code, and the regulations promulgated thereunder, with respect to any or all of such Party’s rights hereunder to the Jupiter Assets (a qualified intermediary or an exchange accommodation titleholder. Notwithstanding any provision in this Agreement to the contrary, in the event either Party (as an “Electing PartyLike-Kind Exchange”) elects at any time prior to engage in an Exchange, the other Party (as the “Consenting Party”) agrees to (i) consent to the assignment of the Electing Party’s rights hereunder to a qualified intermediary or exchange accommodation titleholder in order to facilitate such Exchange, and (ii) execute any and all documents as may be necessary to effect the purposes of this Section 12.17. Any actions taken by the Parties in conformance with this Section 12.17 shall be at the cost of the Electing Party (except for minor legal fees incurred by the Consenting Party for review of Exchange-related documents). No action permitted under this Section 12.17, including (without limitation) any assignment of rights under this Agreement, shall relieve the Electing Party of any of its obligations or liabilities under this Agreement, whether occurring before, at or after the Closing Date. The Consenting In order to effect a Like-Kind Exchange, a non-electing party shall cooperate and do all acts as may be reasonably required or requested by the party electing for a Like-Kind Exchange with regard to effecting such Like-Kind Exchange, including, but not limited to, permitting such Party to assign its rights under this Agreement to a Qualified Intermediary (“QI”) of such party’s choice in accordance with Treasury Regulations Section 1.1031(k)-1(g)(4) or executing additional escrow instructions, documents, agreements or instruments to effect an exchange. EQM reserves the right, at or prior to Closing, to assign its rights or a portion thereof under this Agreement with respect to any or all of the Jupiter Assets to EQM’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. EQT Gathering and EQM acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not by release either EQT Gathering or EQM from, or expand, any of their respective liabilities and obligations to each other under this Agreement Agreement. The party not participating in the Like-Kind Exchange shall not be obligated to pay any additional costs or acquiescence to the Exchange be responsible for compliance with incur any additional obligations in its sale or be deemed to have warranted to the Electing Party that the Exchange complies withpurchase, Section 1031 as applicable, of the CodeJupiter Assets if such costs are the result of the other party’s Like-Kind Exchange, and the party electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other party from and against all costs, expenses, claims, losses and liabilities, if any, resulting from the Like-Kind Exchange.

Like-Kind Exchange. Each Party Either party may desire to close the transaction contemplated by this Agreement acknowledges and agrees that either of them may consummate the transactions set forth herein as part of a like kind exchange within the meaning of real properties Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (the “Exchange”). Each of Seller and Buyer (each an “Exchanging Party”) pursuant reserves the right to Section 1031 of the Code by an assignment of such Party’s rights hereunder assign its rights, but not its obligations hereunder, to a qualified intermediary as provided in Treas. Reg. Section 1.1031(k)-1(g)(4) (the “Qualified Intermediary”), on or an exchange accommodation titleholder. Notwithstanding any provision in before the Closing; provided that this Agreement shall be binding upon the assignee in all respects as to the contrary, in obligations to the event either Party Buyer. The other party (as an the “Electing Cooperating Party”) elects hereby agrees to engage in an Exchangereasonably cooperate with, and take all reasonable steps requested by, the other Exchanging Party (as on or before the “Consenting Party”) agrees to (i) consent to the assignment of the Electing Party’s rights hereunder to a qualified intermediary or exchange accommodation titleholder in order Closing Date to facilitate such Exchangean exchange, provided that (a) Buyer shall not be required to acquire any additional or substitute property or interests, (b) such exchange shall not affect the representations, warranties, liabilities and (ii) execute any and all documents as may be necessary to effect the purposes obligations of this Section 12.17. Any actions taken by the Parties in conformance with this Section 12.17 shall be at the cost of the Electing Party (except for minor legal fees incurred by the Consenting Party for review of Exchange-related documents). No action permitted Seller or Buyer under this Section 12.17Agreement, including (without limitationc) the Cooperating Party shall not be required to incur any assignment additional cost, expense or liability in connection with such exchange (other than expenses of reviewing and executing documents required in connection with such exchange) or any reduction or alteration of its rights under this Agreement, and (d) no dates in this Agreement will be extended as a result thereof, except as specifically provided herein. As part of such Exchange, Seller shall relieve convey the Electing Property directly to Buyer. The Exchanging Party shall indemnify and hold the Cooperating Party harmless and defend the Cooperating Party from any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys' fees and expenses and court costs) of any kind and nature in connection with such Exchange or the Cooperating Party’s cooperation with the Exchanging Party to accomplish such Exchange. The terms of its obligations this Section shall survive Closing or liabilities under any earlier termination of this Agreement, whether occurring before, at or after the Closing Date. The Consenting Party shall not by this Agreement or acquiescence to the Exchange be responsible for compliance with or be deemed to have warranted to the Electing Party that the Exchange complies with, Section 1031 of the Code.

Like-Kind Exchange. Each ▇▇▇▇▇▇ agrees to cooperate with ▇▇▇▇▇, and ▇▇▇▇▇ agrees to cooperate with Seller, for purposes of effecting and structuring, in conjunction with the sale of the Real Property, for the benefit of the other Party to this Agreement acknowledges and agrees that either of them may consummate the transactions set forth herein as part of taxpayer, a like like-kind exchange of real properties (the “Exchange”) property, whether a simultaneous, reverse or deferred exchange, pursuant to Section 1031 of the Internal Revenue Code by of 1986, as amended, and the regulations promulgated thereunder. The cooperating Party specifically agrees to execute such documents and instruments as are reasonably necessary to implement such an exchange. The taxpayer shall be solely responsible for assuring that the structure of any proposed exchange is effective for its own tax purposes and for paying all costs and expenses associated with the proposed exchange. Furthermore, the cooperating Party specifically agrees that the taxpayer may assign this Agreement and any of its rights or obligations hereunder, in whole or in part, as necessary or appropriate in furtherance of effectuating a Section 1031 like-kind exchange for the Real Property, provided that such assignment shall not serve to relieve the taxpayer of such any liability for the taxpayer’s obligations hereunder. Notwithstanding the foregoing: (a) Neither Party shall be required to incur any liability or expense in connection with its participation in the other Party’s rights hereunder exchange; (b) Neither Party shall be required to a qualified intermediary hold or an otherwise acquire, or be in title to, any property other than the Real Property; (c) Neither Party shall be required to execute any documents creating any liability on their part by reason of the other Party’s exchange; (d) The Party proposing the exchange accommodation titleholder. Notwithstanding any provision in this Agreement to the contraryshall indemnify, in the event either Party (as an “Electing Party”) elects to engage in an Exchangeprotect, defend and hold the other Party (as the “Consenting Party”) agrees to (i) consent to the assignment and any of the Electing Party’s rights hereunder to a qualified intermediary or exchange accommodation titleholder in order to facilitate such Exchangeits partners, officers, directors, shareholders, members, attorneys and (ii) execute agents harmless from and against any and all documents as may be necessary liability, including, but not limited to, costs and attorneys’ fees, caused by or resulting from their participation in the exchange; (e) The Party cooperating in the proposed exchange makes no representation or warranty to effect the purposes of this Section 12.17. Any actions taken by Party proposing the Parties in conformance with this Section 12.17 shall be at the cost of the Electing Party (except exchange that such exchange will qualify for minor legal fees incurred by the Consenting Party for review of Exchange-related documents). No action permitted under this Section 12.17, including (without limitation) any assignment of rights under this Agreement, shall relieve the Electing Party of any of its obligations tax deferral or liabilities under this Agreementother tax treatment, whether occurring before, at pursuant to the Internal Revenue Code or after the Closing Date. otherwise; (f) The Consenting Party shall not transaction contemplated by this Agreement or acquiescence shall not in any way be postponed or, be subject to the Exchange be responsible for compliance with rescission or be deemed to have warranted to the Electing Party that the Exchange complies withcontingent upon, Section 1031 completion of the Code.exchange; and

Like-Kind Exchange. Each Party to this Agreement acknowledges and agrees that either of them may consummate shall accommodate the transactions set forth herein as part of a like kind exchange of real properties (the “Exchange”) other Party, pursuant to Section 1031 of the Code by Code, to effect a tax-deferred exchange or like-kind property with respect to the Terminals. To effect such an assignment of such Party’s rights hereunder exchange, Seller may require Buyer, among other things, to pay the Purchase Price for the Terminals to a qualified trust or intermediary or an exchange accommodation titleholder. Notwithstanding any provision in this Agreement party ("Qualified Intermediary") designated by Seller, and Buyer may require Seller, among other things, to transfer title to the contraryTerminals to a Qualified Intermediary. Such election shall be made, in the event either Party (as an “Electing Party”) elects if at all, by notice to engage in an Exchange, the other Party no later than ten (as 10) days after the “Consenting Party”) agrees signing of this Agreement. The Parties agree to (i) consent to the assignment of the Electing Party’s rights hereunder to a qualified intermediary or exchange accommodation titleholder in order to facilitate execute such Exchange, agreements and (ii) execute any and all other documents as may be necessary to effect the purposes of this Section 12.17. Any actions taken by the Parties complete and otherwise effectuate a tax-deferred exchange in conformance with this Section 12.17 shall be at the cost respect of the Electing Terminals, provided that (a) neither Party's obligations hereunder will be increased; (b) such documents shall not modify either Party's representations, warranties or obligations hereunder; (c) the Purchase Price paid by Buyer shall not be different from that which Buyer would have paid pursuant to Section 3.1; (d) neither Party shall incur any additional cost, expense or liability as a result of its cooperation in such exchange; and (except for minor legal fees incurred by e) the Consenting Party requesting the like-kind exchange shall indemnify and hold harmless the other Party for review of Exchange-related documents). No action permitted under this Section 12.17any additional expenses, including, but not limited to, taxes and closing costs, and any cost or expense (including reasonable counsel fees) that such Party may suffer, sustain or become subject to as a result of: (without limitationi) any assignment of rights under this Agreement, shall relieve the Electing Party of any of its obligations or liabilities under this Agreement, whether occurring before, at or after Purchase Price being paid to a Qualified Intermediary rather than Seller; (ii) the Closing Date. The Consenting Party shall not by this Agreement or acquiescence Terminals title being transferred to a Qualified Intermediary rather than to Buyer; and (iii) the Exchange be responsible for compliance with or be deemed to have warranted to the Electing Party that the Exchange complies with, Section 1031 Qualified Intermediary's subsequent use of the CodePurchase Price or the Terminals.

Like-Kind Exchange. Each Party Under Section 1031 of the Internal Revenue Code. The parties acknowledge that Seller or Purchaser may wish to this Agreement acknowledges and agrees that either of them may consummate the transactions set forth herein as part of enter into a like kind exchange of real properties (either simultaneous or deferred) with respect to the Property (the “Exchange”) pursuant to the applicable provisions of Section 1031 of the Internal Revenue Code of 1986, as amended. Notwithstanding anything to the contrary contained in this Contract, Seller or Purchaser shall have the right to assign its interest under this Contract without the other party’s consent for the sole purpose of enabling the assigning party to effectuate the Exchange, including execution of any necessary acknowledgment documents; provided, however, that notwithstanding any such assignment, the assigning party shall not be released from any of its liabilities, obligations or indemnities under this Contract. The other party shall cooperate in all reasonable respects with the assigning party to effectuate such Exchange; provided, however, that: A. Closing shall not be extended or delayed by an assignment reason of such Party’s rights hereunder Exchange; B. The non-assigning party shall not be required to incur any additional cost or expense as a qualified intermediary or an exchange accommodation titleholder. Notwithstanding any provision in this Agreement to the contrary, in the event either Party (as an “Electing Party”) elects to engage in an Exchange, the other Party (as the “Consenting Party”) agrees to (i) consent to the assignment result of the Electing Party’s rights hereunder to a qualified intermediary or exchange accommodation titleholder in order to facilitate such Exchange, and (ii) execute the assigning party shall forthwith, on demand, reimburse the non-assigning party for any and all documents as may be necessary to effect the purposes of this Section 12.17. Any actions taken by the Parties in conformance with this Section 12.17 shall be at the additional cost of the Electing Party (except or expense excepting for minor legal attorney’s fees incurred by the Consenting Party for review non-assigning party as a result of Exchange-related the Exchange in reviewing documents). No action permitted ; and C. The assigning party’s ability to consummate the Exchange shall not be a condition to the obligations of assigning party under this Section 12.17Contract, including (without limitation) any assignment of rights under this Agreement, shall relieve and the Electing Party of any of its obligations or liabilities under this Agreement, whether occurring before, at or after the Closing Date. The Consenting Party non-assigning party does not warrant and shall not by this Agreement or acquiescence to the Exchange be responsible for compliance any of the tax consequences to assigning party with or be deemed to have warranted respect to the Electing Party that the Exchange complies with, Section 1031 of the Codetransactions contemplated hereunder. 22.

Like-Kind Exchange. Each Party to this Agreement acknowledges and agrees that either of them Purchaser may consummate the transactions set forth herein purchase of all or part of the Acquired Assets as part of a so-called like kind exchange of real properties (the “Exchange”) pursuant to Section §1031 of the Internal Revenue Code by an assignment of such Party’s rights hereunder to a qualified intermediary or an exchange accommodation titleholder. Notwithstanding any provision in this Agreement to the contrary1986, in the event either Party as amended (as an “Electing Party”) elects to engage in an Exchange, the other Party (as the “Consenting PartyCode”) agrees to ), provided that (i) consent all costs, fees and expenses attendant to the assignment Exchange shall be the responsibility of the Electing Party’s rights hereunder to a qualified intermediary or exchange accommodation titleholder in order to facilitate such Exchange, Purchaser and (ii) execute Sellers shall not be required to acquire or hold title to any and property or assets other than the Acquired Assets for purposes of consummating the Exchange but rather the Exchange shall be affected through an assignment by Purchaser of its rights under this Agreement to a qualified intermediary. In the event that all documents as conditions precedent to the consummation of the transaction have been satisfied, Sellers hereby agree that the Closing may be necessary delayed to permit Purchaser to effect the purposes of this Exchange, provided that in no event may Purchaser delay such Closing beyond the date set forth in Section 12.1710.01(e) hereof. Any actions taken by the Parties in conformance with this Section 12.17 Sellers shall be at the cost of the Electing Party (except for minor legal fees incurred by the Consenting Party for review of Exchange-related documents). No action permitted under this Section 12.17not, including (without limitation) any assignment of rights under this Agreement, shall relieve the Electing Party of any of its obligations or liabilities under this Agreement, whether occurring before, at or after the Closing Date. The Consenting Party shall not by this Agreement or acquiescence to the Exchange Exchange, (1) have their rights under this Agreement, including (without limitation) those that survive Closing, affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted to the Electing Party Purchaser that the Exchange in fact complies with, Section with §1031 of the Code. Sellers acknowledge that Purchaser, in order to effect a like kind exchange, may assign its rights hereunder to purchase all or part of the Acquired Assets to a third party, but that such assignment shall in no way release Purchaser from any of its obligations under this Agreement.

Like-Kind Exchange. Each Party to this Agreement acknowledges and agrees Seller has informed Purchaser that either it may seek in full or partial payment of them may consummate the transactions set forth herein as part Purchase Price like-kind property for the purpose of a like kind effectuating an exchange of real properties (the “Exchange”) pursuant to Section 1031 of the Code by an assignment of Internal Revenue Code, and the regulations promulgated thereunder. To facilitate such Party’s rights hereunder exchange, and as a material inducement to a qualified intermediary or an exchange accommodation titleholder. Notwithstanding any provision in Seller to enter into this Agreement to the contraryAgreement, in the event either Party (as an “Electing Party”) elects to engage in an Exchange, the other Party (as the “Consenting Party”) agrees to Purchaser consents (i) consent to an assignment by Seller of this Agreement or of any of Seller’s rights hereunder, including the assignment right to receive all or any portion of the Electing Party’s rights hereunder Purchase Price, to a qualified intermediary or exchange accommodation titleholder Qualified Intermediary (as defined in order to facilitate such Exchange, 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, 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 . Purchaser agrees to reasonably cooperate with Seller in effectuating the like-kind exchange and to execute any and all documents as may be (subject to the reasonable approval of Purchaser and its legal counsel) reasonably necessary to effect the purposes in connection therewith provided that such cooperation shall not (i) result in a reduction of this Section 12.17. Any actions taken by the Parties Purchaser’s rights or an increase in conformance with this Section 12.17 shall be at the cost of the Electing Party (except for minor legal fees incurred by the Consenting Party for review of Exchange-related documents). No action permitted Purchaser’s obligations under this Section 12.17Agreement other than to a de minimis extent, including (without limitationii) subject Purchaser to any assignment of rights under this Agreement, shall relieve the Electing Party of any of its obligations or liabilities under this Agreement, whether occurring before, at or after the Closing Date. The Consenting Party shall additional risks not expressly contemplated by this Agreement or acquiescence require Purchaser to acquire any property other than the Exchange be responsible for compliance with or be deemed to have warranted to the Electing Party that the Exchange complies withThird Floor Unit, Section 1031 of the Code.or

Like-Kind Exchange. Each Party to this Agreement acknowledges Purchaser and agrees Seller agree and acknowledge that either each of them may consummate shall have the transactions set forth right to seek to qualify the transaction contemplated herein as part of a like like-kind exchange of real properties (the “Exchange”) pursuant to under Section 1031 of the Code by an assignment of such Code. In the event that either party (as applicable, the “Requesting Party’s rights hereunder to a qualified intermediary or an exchange accommodation titleholder. Notwithstanding any provision in ”) exercises its right under this Agreement to the contrary, in the event either Party (seek to qualify any such transaction contemplated herein as an “Electing Party”) elects to engage in an Exchangea like-kind transaction under Section 1031, the other Party party (as the “Consenting Non-Requesting Party”) agrees to cooperate reasonably in the exchange, at the Requesting Party's sole cost, expense and liability (whether before, at or after Closing), and execute any additional agreements which such requesting party reasonably determines to be necessary, and the non-requesting party reasonably approves, for the transaction or transactions represented by this Agreement to qualify as part of a like-kind exchange under Code Section 1031 either prior to or after Closing provided that (i) consent the non-requesting party incurs no additional liability, cost or expense; and (ii) the non-requesting party shall not be required to take title to any property other than the property which is the subject of this Agreement. Furthermore, except as provided in Section 13.4 hereof each party expressly acknowledges and agrees that both party's rights under this Agreement are assignable only to the extent necessary to permit such assigning party to seek to qualify the transaction as part of a like-kind exchange under the Code provided, however, that any such assignment shall not release the assigning party from its obligations hereunder. The requesting party further agrees to indemnify and hold non-requesting free and harmless from any cost, expense or liability, including reasonable attorney fees, resulting from non-requesting party's participation in any such exchange for the benefit of requesting party. Notwithstanding the foregoing, (i) any exchange or proposed exchange (including any tax consequences to either party) shall be at the sole risk of the Electing Party’s rights hereunder to a qualified intermediary requesting party, (ii) no such exchange or proposed exchange accommodation titleholder in order to facilitate such Exchangeshall delay or postpone Closing, and (ii) execute should requesting party fail for any and all documents as may be necessary reason to effect a tax deferred exchange as contemplated in this Section 13.14, then and in any such event, the purposes purchase by requesting party of the Property shall be consummated in accordance with the terms and conditions of this Agreement as though the provisions of this Section 12.1713.14 had been omitted herefrom, except that non-requesting shall be reimbursed and indemnified from resulting costs and expenses as provided in this Section. Any actions taken by the Parties Nothing contained in conformance with this Section 12.17 13.14 shall be at the cost of the Electing Party (except for minor legal fees incurred by the Consenting Party for review of Exchange-related documents). No action permitted under this Section 12.17, including (without limitation) any assignment of rights under this Agreement, shall relieve the Electing Party release requesting party of any of its obligations or liabilities under this Agreement, whether occurring arising before, at or after the Closing Date. The Consenting Party shall not by this Agreement or acquiescence to the Exchange be responsible for compliance with or be deemed to have warranted to the Electing Party that the Exchange complies with, Section 1031 of the CodeClosing.

Like-Kind Exchange. Each Party EWI and Buyer hereby agree that Buyer and EWI will each have the right at any time prior to the completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement acknowledges and agrees to a Qualified Intermediary (as that either term is defined in Section 1.1031(k)-1(g)(4)(v) of them may consummate the transactions set forth herein Treasury Regulations) or an Exchange Accommodation Title Holder (as part that term is defined in Revenue Procedure 2000-37, 2000-2 CB 308) in order to accomplish the transaction in a manner that will comply with the requirements of a like like-kind exchange of real properties (the “Exchange”) pursuant to Section 1031 of the Code by an assignment Code. If either Party assigns all or any of such Party’s its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. Notwithstanding any provision in under this Agreement to the contrary, in the event either Party (as an “Electing Party”) elects to engage in an Exchangefor this purpose, the other Party (as the “Consenting Party”) agrees to (i) consent to the such Party’s assignment of the Electing Party’s its rights hereunder to a qualified intermediary or exchange accommodation titleholder in order to facilitate such Exchange, and (ii) execute any and all documents as may be necessary to effect the purposes of this Section 12.17. Any actions taken by the Parties in conformance with this Section 12.17 shall be at the cost of the Electing Party (except for minor legal fees incurred by the Consenting Party for review of Exchange-related documents). No action permitted under this Section 12.17, including (without limitation) any assignment of rights under this Agreement, shall which assignment will be in a form reasonably acceptable to the other Party, provided that any such assignment will not relieve the Electing Party of any of Buyer from its obligations or and liabilities under this Agreement, whether occurring before(ii) accept the Purchase Price, as adjusted, or the assignment, as applicable, from the Qualified Intermediary at Closing and (iii) at Closing convey and assign as directed by Buyer or after pay the Closing DateAdjusted Purchase Price (or any portion thereof) as directed by the EWI, as applicable. The Consenting If either Party shall not by elects to assign all or any of its rights under this Agreement or acquiescence pursuant to this Section 6.09, such Party will defend, indemnify, and hold harmless the Exchange be responsible for compliance with or be deemed other Party from all claims relating to have warranted to the Electing Party that the Exchange complies with, Section 1031 of the Codesuch election.

Like-Kind Exchange. Each Party Any party to this Agreement acknowledges and agrees that either of them may consummate the transactions set forth herein elect to structure this transaction as part of a like like-kind exchange of real properties (the “Exchange”) pursuant to Section 1031 of the Code by an assignment Code, and the regulations promulgated thereunder, with respect to any or all of such Party’s rights hereunder to the Sunrise Assets (a qualified intermediary or an exchange accommodation titleholder. Notwithstanding any provision in this Agreement to the contrary, in the event either Party (as an “Electing PartyLike-Kind Exchange”) elects at any time prior to engage in an Exchange, the other Party (as the “Consenting Party”) agrees to (i) consent to the assignment of the Electing Party’s rights hereunder to a qualified intermediary or exchange accommodation titleholder in order to facilitate such Exchange, and (ii) execute any and all documents as may be necessary to effect the purposes of this Section 12.17. Any actions taken by the Parties in conformance with this Section 12.17 shall be at the cost of the Electing Party (except for minor legal fees incurred by the Consenting Party for review of Exchange-related documents). No action permitted under this Section 12.17, including (without limitation) any assignment of rights under this Agreement, shall relieve the Electing Party of any of its obligations or liabilities under this Agreement, whether occurring before, at or after the Closing Date. The Consenting In order to effect a Like-Kind Exchange, a non-electing party shall cooperate and do all acts as may be reasonably required or requested by the party electing for a Like-Kind Exchange with regard to effecting such Like-Kind Exchange, including, but not limited to, permitting such Party to assign its rights under this Agreement to a Qualified Intermediary (“QI”) of such party’s choice in accordance with Treasury Regulations Section 1.1031(k)-1(g)(4) or executing additional escrow instructions, documents, agreements or instruments to effect an exchange. EQM reserves the right, at or prior to Closing, to assign its rights or a portion thereof under this Agreement with respect to any or all of the Sunrise Assets to EQM’s Qualified Exchange Accommodation Titleholder (as that term is defined in Revenue Procedure 2000-37) (“QEAT”) in connection with effecting a Like-Kind Exchange. Holdings and EQM acknowledge and agree that a whole or partial assignment of this Agreement to a QI or QEAT shall not by release either Holdings or EQM from, or expand, any of their respective liabilities and obligations to each other under this Agreement Agreement. The party not participating in the Like-Kind Exchange shall not be obligated to pay any additional costs or acquiescence to the Exchange be responsible for compliance with incur any additional obligations in its sale or be deemed to have warranted to the Electing Party that the Exchange complies withpurchase, Section 1031 as applicable, of the CodeSunrise Assets if such costs are the result of the other party’s Like-Kind Exchange, and the party electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other party from and against all costs, expenses, claims, losses and liabilities, if any, resulting from the Like-Kind Exchange.

Like-Kind Exchange. Each Party to this Agreement acknowledges Seller and agrees that either Buyer shall each have an option of them may consummate the transactions set forth herein as part of effecting a like Section 1031 like-kind exchange of real properties (any part of its interest in the “Exchange”) pursuant to Section 1031 of the Code Properties by an assignment of such Party’s assigning its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. Notwithstanding any provision in this Agreement to a qualified third party intermediary; provided, however, that: (a) the contrary, in assigning party (the event either Party “Assignor”) may only exercise this option by giving written notice to the other party to the Agreement at least ten (as an 10) business days prior to the Closing Date (the “Electing Other Party”); (b) elects Assignor shall remain responsible for its obligations under this Agreement, and but for an assignment to engage the exchange agent to the extent required by said Section of the Internal Revenue Code, Seller shall remain a party to this Agreement and shall (1) convey title to the Real Property directly to Buyer and (2) shall remain in direct privity with respect to all covenants, representations and warranties hereunder; (c) the exchange shall not result in any delay of the Closing; and (d) Assignor shall execute such documents as Other Party shall reasonably request to affirm its obligations thereunder. Other Party shall reasonably cooperate with Assignor and execute such documents as are reasonably necessary for Assignor to effect such an Exchangeexchange; provided, the other Party (as the “Consenting Party”) agrees to however, that: (i) consent to Assignor shall be responsible for all costs and expenses incurred by Other Party, including attorneys’ fees and expenses, as a direct result thereof or otherwise in connection with the assignment implementation of the Electing Party’s rights hereunder to a qualified intermediary or exchange accommodation titleholder in order to facilitate such Exchange, an exchange; and (ii) execute Assignor shall indemnify, defend and hold Other Party harmless from and against any costs, liability and all documents arising as may be necessary to effect the purposes of this Section 12.17. Any actions taken by the Parties a result of, or in conformance with this Section 12.17 shall be at the cost of the Electing Party (except for minor legal fees incurred by the Consenting Party for review of Exchange-related documents). No action permitted under this Section 12.17, including (without limitation) any assignment of rights under this Agreement, shall relieve the Electing Party of any of its obligations or liabilities under this Agreement, whether occurring before, at or after the Closing Date. The Consenting Party shall not by this Agreement or acquiescence to the Exchange be responsible for compliance with or be deemed to have warranted to the Electing Party that the Exchange complies connection with, Section 1031 of the Codesuch an exchange.

Like-Kind Exchange. Each Party to this Agreement acknowledges and agrees that either of them may consummate shall accommodate the transactions set forth herein as part of a like kind exchange of real properties (the “Exchange”) other Party, pursuant to Section 1031 of the Code by Code, to effect a tax-deferred exchange or like-kind property with respect to the Terminal. To effect such an assignment of such Party’s rights hereunder exchange, Seller may require Buyer, among other things, to pay the Purchase Price for the Terminal to a qualified trust or intermediary or an exchange accommodation titleholder. Notwithstanding any provision in this Agreement party ("Qualified Intermediary") designated by Seller, and Buyer may require Seller, among other things, to transfer title to the contraryTerminal to a Qualified Intermediary. Such election shall be made, in the event either Party (as an “Electing Party”) elects if at all, by notice to engage in an Exchange, the other Party no later than ten (as 10) days after the “Consenting Party”) agrees signing of this Agreement. The Parties agree to (i) consent to the assignment of the Electing Party’s rights hereunder to a qualified intermediary or exchange accommodation titleholder in order to facilitate execute such Exchange, agreements and (ii) execute any and all other documents as may be necessary to effect the purposes of this Section 12.17. Any actions taken by the Parties complete and otherwise effectuate a tax-deferred exchange in conformance with this Section 12.17 shall be at the cost respect of the Electing Terminal, provided that (a) neither Party's obligations hereunder will be increased; (b) such documents shall not modify either Party's representations, warranties or obligations hereunder; (c) the Purchase Price paid by Buyer shall not be different from that which Buyer would have paid pursuant to Section 3.1; (d) neither Party s hall incur any additional cost, expense or liability as a result of its cooperation in such exchange; and (except for minor legal fees incurred by e) the Consenting Party requesting the like-kind exchange shall indemnify and hold harmless the other Party for review of Exchange-related documents). No action permitted under this Section 12.17any additional expenses, including, but not limited to, taxes and closing costs, and any cost or expense (including reasonable counsel fees) that such Party may suffer, sustain or become subject to as a result of: (without limitationi) any assignment of rights under this Agreement, shall relieve the Electing Party of any of its obligations or liabilities under this Agreement, whether occurring before, at or after Purchase Price being paid to a Qualified Intermediary rather than Seller; (ii) the Closing Date. The Consenting Party shall not by this Agreement or acquiescence Terminal title being transferred to a Qualified Intermediary rather than to Buyer; and (iii) the Exchange be responsible for compliance with or be deemed to have warranted to the Electing Party that the Exchange complies with, Section 1031 Qualified Intermediary's subsequent use of the CodePurchase Price or the Terminal.