Reverse 1031 Sample Clauses

Reverse 1031. Seller is aware that that certain Purchaser Assignees intend to perform an IRC Section 1031 tax-deferred exchange (the “Exchange”), and each Purchaser Assignee reserves the right to include the transactions contemplated by this Agreement by and through an assignment of such Purchaser Assignee’s rights, as part of an Exchange for the benefit of Assignee, at no cost, expense or liability to Seller or Purchaser. Seller agrees to execute any and all documents as are reasonably necessary in connection therewith, provided that the Closing with respect to the applicable Real Property shall not be contingent upon or subject to the completion of such an Exchange. Seller agrees to cooperate with any such Purchaser Assignee in such an exchange, and in return, Purchaser Assignees agree to hold Seller and Purchaser harmless from any and all claims, costs or liabilities resulting from such an Exchange. Seller agrees and consents to partial assignments of this Agreement to any qualified intermediary by one or more Purchaser Assignees in connection with an Exchange.