Common use of Section 1031 Exchange Clause in Contracts

Section 1031 Exchange. ASSIGNOR and ASSIGNEE hereby agree that ASSIGNEE shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, ("Code"). Likewise, ASSIGNOR shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either Party assigns its rights under this Agreement pursuant to this Section 2.7, such Party agrees to notify the other Party in writing of such assignment at or before Closing. If ASSIGNOR assigns its rights under this Agreement for this purpose, ASSIGNEE agrees to (i) consent to ASSIGNOR's assignment of its rights in this Agreement in form attached hereto as Exhibit "B-1", and (ii) pay the Purchase Price into a qualified escrow or qualified trust account at Closing as directed in writing. If ASSIGNEE assigns its rights under this Agreement for this purpose, ASSIGNOR agrees to (i) consent to ASSIGNEE's assignment of its rights in this Agreement in the form of Exhibit "B-2", (ii) accept the Purchase Price from the qualified escrow or qualified trust account at Closing, and (iii) at Closing, convey and assign directly to ASSIGNEE the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. ASSIGNOR and ASSIGNEE acknowledge and agree that any assignment of this Agreement to a Qualified Intermediary shall not release either Party from any of their respective liabilities and obligations to each other under this Agreement, and that neither Party represents to the other that any particular tax treatment will be given to either Party as a result thereof. ASSIGNOR agrees to indemnify and hold ASSIGNEE harmless from and against any and all claims, demands, causes of actions, liabilities, penalties, judgements, assessments, and expenses (including reasonable attorneys' fees and costs) asserted against or incurred by ASSIGNEE in connection with or as a consequence of its facilitation of any such like-kind exchange.

Section 1031 Exchange. ASSIGNOR Seller and ASSIGNEE Buyer hereby agree that ASSIGNEE Buyer shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v1.1031(k)-1(g)(4)(iii) of the Treasury Regulations) or an “exchange accommodation titleholder” (as that term is defined in Revenue Procedure 2000-37, 2002-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, amended ("the “Code"”). Likewise, ASSIGNOR Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either Party party assigns its rights under this Agreement pursuant to this Section 2.711.20, such Party party agrees to notify the other Party party in writing of such assignment at or least ten (10) days before Closing. If ASSIGNOR Seller assigns its rights under this Agreement for this purpose, ASSIGNEE Buyer agrees to (i) consent to ASSIGNOR's Seller’s assignment of its rights in this Agreement in form attached hereto as Exhibit "B-1"Agreement, and (ii) pay the Purchase Price into a qualified escrow or qualified trust account at Closing as directed in writing. If ASSIGNEE Buyer assigns its rights under this Agreement for this purpose, ASSIGNOR Seller agrees to (i) consent to ASSIGNEE's Buyer’s assignment of its rights in this Agreement in the form of Exhibit "B-2"Agreement, (ii) accept the Purchase Price from the qualified escrow or qualified trust account at Closing, and (iii) at Closing, convey and assign directly to ASSIGNEE the assignee of Buyer the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and the other terms and conditions hereofof this Agreement. ASSIGNOR Seller and ASSIGNEE Buyer acknowledge and agree that any assignment of this Agreement to a Qualified Intermediary shall not release either Party party from any of their respective liabilities and obligations to each other under this Agreement, and that neither Party party represents to the other that any particular tax treatment will be given to either Party party as a result thereof. ASSIGNOR agrees In no event will either Party be liable to indemnify and hold ASSIGNEE harmless from and against the other for any and all claims, demands, causes of actions, liabilities, penalties, judgements, assessments, and expenses (including reasonable attorneys' fees and costs) asserted against or incurred by ASSIGNEE in connection with or as a consequence of its facilitation failure of any such transaction to qualify for like-kind exchange.treatment under Section 1031 of the Code. EXECUTED as of the date first above written. SELLER: QUANTUM RESOURCES MANAGEMENT, LLC By: /s/ Xxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx Title: Vice President - Business Development QUANTUM RESOURCES A1, LP By: /s/ Xxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx Title: Vice President - Business Development QAB CARRIED WI, LP By: /s/ Xxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx Title: Vice President - Business Development QAC CARRIED WI, LP By: /s/ Xxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx Title: Vice President - Business Development BLACK DIAMOND RESOURCES, LLC By: /s/ Xxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx Title: Vice President - Business Development BUYER: AMERICAN MIDSTREAM CHATOM UNIT 1, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: AMERICAN MIDSTREAM CHATOM UNIT 2, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx

Section 1031 Exchange. ASSIGNOR and ASSIGNEE hereby agree that either ASSIGNOR or ASSIGNEE shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, (the "Code"). Likewise, ASSIGNOR shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either Party party assigns its rights under this Agreement pursuant to this Section 2.7, such Party party agrees to notify the other Party party in writing of such assignment at or before Closing. If ASSIGNOR assigns its rights under this Agreement for this purpose, ASSIGNEE agrees to (i) consent to ASSIGNOR's assignment of its rights in this Agreement in form attached hereto as Exhibit "B-1", and (ii) pay the Purchase Price into a qualified escrow or qualified trust account at Closing as directed in writing. If ASSIGNEE assigns its rights under this Agreement for this purpose, ASSIGNOR agrees to (i) consent to ASSIGNEE's assignment of its rights in this Agreement in the form of Exhibit "B-2", (ii) accept the Purchase Price from the qualified escrow or qualified trust account at Closing, and (iii) at Closing, convey and assign directly to ASSIGNEE the Assets Property which are is the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. ASSIGNOR and ASSIGNEE acknowledge and agree that any assignment of this Agreement to a Qualified Intermediary shall not release either Party party from any of their respective liabilities and obligations to each other under this Agreement, and that neither Party party represents to the other that any particular tax treatment will be given to either Party party as a result thereof. ASSIGNOR agrees to indemnify and hold ASSIGNEE harmless from and against any and all claims, demands, causes of actions, liabilities, penalties, judgements, assessments, and expenses (including reasonable attorneys' fees and costs) asserted against or incurred by ASSIGNEE in connection with or as a consequence of its facilitation of any such like-kind exchange.

Section 1031 Exchange. ASSIGNOR and ASSIGNEE hereby agree that ASSIGNEE shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, amended ("Code"). Likewise, ASSIGNOR shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either Party party assigns its rights under this Agreement pursuant to this Section 2.7, such Party party agrees to notify the other Party party in writing of such assignment at or before Closing. If ASSIGNOR assigns its rights under this Agreement for this purpose, ASSIGNEE agrees to (i) consent to ASSIGNOR's assignment of its rights in this Agreement in form attached hereto as Exhibit "B-1", and (ii) pay the Purchase Price into a qualified escrow or qualified trust account at Closing as directed in writing. If ASSIGNEE assigns its rights under this Agreement for this purpose, ASSIGNOR agrees to (i) consent to ASSIGNEE's assignment of its rights in this Agreement in the form of Exhibit "B-2", (ii) accept the Purchase Price from the qualified escrow or qualified trust account at Closing, and (iii) at Closing, convey and assign directly to ASSIGNEE the Assets which are the subject of this Agreement Property upon satisfaction of the other conditions to Closing and other terms and conditions hereof. ASSIGNOR and ASSIGNEE acknowledge and agree that any assignment of this Agreement to a Qualified Intermediary shall not release either Party party from any of their respective liabilities and obligations to each other under this Agreement, and that neither Party party represents to the other that any particular tax treatment will be given to either Party party as a result thereof. ASSIGNOR agrees to indemnify and hold ASSIGNEE harmless from and against any and all claims, demands, causes of actions, liabilities, penalties, judgements, assessments, and expenses (including reasonable attorneys' fees and costs) asserted against or incurred by ASSIGNEE in connection with or as a consequence of its facilitation of any such like-kind exchange.

Section 1031 Exchange. ASSIGNOR SELLER and ASSIGNEE PURCHASER hereby agree that ASSIGNEE PURCHASER shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v1.1031(k)-1(g)(4)(iii) of the Treasury Regulations) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, ("Code"). Likewise, ASSIGNOR SELLER shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either Party party assigns its rights under this Agreement pursuant to this Section 2.7, such Party party agrees to notify the other Party party in writing of such assignment at or before Closing. If ASSIGNOR SELLER assigns its rights under this Agreement for this purpose, ASSIGNEE PURCHASER agrees to (i) consent to ASSIGNOR's SELLER'S assignment of its rights in this Agreement in form attached hereto as Exhibit "B-1"Agreement, and (ii) pay the Purchase Price into a qualified escrow or qualified trust account at Closing as directed in writing. If ASSIGNEE PURCHASER assigns its rights under this Agreement for this purpose, ASSIGNOR SELLER agrees to (i) consent to ASSIGNEE's PURCHASER'S assignment of its rights in this Agreement in the form of Exhibit "B-2"Agreement, (ii) accept the Purchase Price from the qualified escrow or qualified trust account at Closing, and (iii) at Closing, convey and assign directly to ASSIGNEE PURCHASER the Assets which are the subject of this Agreement Property upon satisfaction of the other conditions to Closing and other terms and conditions hereof. ASSIGNOR SELLER and ASSIGNEE PURCHASER acknowledge and agree that any assignment of this Agreement to a Qualified Intermediary shall not release either Party party from any of their respective liabilities and obligations to each other under this Agreement, and that neither Party party represents to the other that any particular tax treatment will be given to either Party party as a result thereof. ASSIGNOR agrees to indemnify and hold ASSIGNEE harmless from and against any and all claimsNotwithstanding the foregoing, demands, causes of actions, liabilities, penalties, judgements, assessments, and expenses (including reasonable attorneys' fees and costs) asserted against or incurred by ASSIGNEE the Closing Date shall be determined in connection accordance with or as a consequence of its facilitation of any such like-kind exchangeSection 6.1.

Section 1031 Exchange. ASSIGNOR SELLER and ASSIGNEE BUYER hereby agree that ASSIGNEE either SELLER or BUYER shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, (the "Code"). Likewise, ASSIGNOR shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either Party party assigns its rights under this Agreement pursuant to this Section 2.7, such Party party agrees to notify the other Party party in writing of such assignment at or before Closing. If ASSIGNOR SELLER assigns its rights under this Agreement for this purpose, ASSIGNEE BUYER agrees to (i) consent to ASSIGNORSELLER's assignment of its rights in this Agreement in form attached hereto as Exhibit "B-1", and (ii) pay the Purchase Price into a qualified escrow or qualified trust account at Closing as directed in writing. If ASSIGNEE BUYER assigns its rights under this Agreement for this purpose, ASSIGNOR SELLER agrees to (i) consent to ASSIGNEEBUYER's assignment of its rights in this Agreement in the form of Exhibit "B-2", (ii) accept the Purchase Price from the qualified escrow or qualified trust account at Closing, and (iii) at Closing, convey and assign directly to ASSIGNEE BUYER the Assets Property which are is the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. ASSIGNOR SELLER and ASSIGNEE BUYER acknowledge and agree that any assignment of this Agreement to a Qualified Intermediary shall not release either Party party from any of their respective liabilities and obligations to each other under this Agreement, and that neither Party party represents to the other that any particular tax treatment will be given to either Party party as a result thereof. ASSIGNOR agrees to indemnify and hold ASSIGNEE harmless from and against any and all claims, demands, causes of actions, liabilities, penalties, judgements, assessments, and expenses (including reasonable attorneys' fees and costs) asserted against or incurred by ASSIGNEE in connection with or as a consequence of its facilitation of any such like-kind exchange.

Section 1031 Exchange. ASSIGNOR and ASSIGNEE hereby agree that ASSIGNEE shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a “Qualified Intermediary Intermediary” (as that term is defined in Section 1.1031(k)-1(g)(4)(v1.1031(k)1(g)(4)(iii) of the Treasury Regulations) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, amended ("“Code"”). Likewise, ASSIGNOR shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either Party party assigns its rights under this Agreement pursuant to this Section 2.7, such Party party agrees to notify the other Party party in writing of such assignment at or before Closing. If ASSIGNOR assigns its rights under this Agreement for this purpose, ASSIGNEE agrees to (ia) consent to ASSIGNOR's ’s assignment of its rights in this Agreement substantially in the form attached hereto as Exhibit "B-1", and (iib) pay the Purchase Price into a qualified escrow or qualified trust account at Closing as directed in writingwriting upon satisfaction of the other conditions to Closing and other terms and conditions hereof. If ASSIGNEE assigns its rights under this Agreement for this purpose, ASSIGNOR agrees to (i) consent to ASSIGNEE's ’s assignment of its rights in this Agreement substantially in the form of Exhibit "B-2", (ii) accept the Purchase Price from the qualified escrow or qualified trust account at Closing, and (iii) at Closing, convey and assign directly to ASSIGNEE the Assets which are the subject of this Agreement Property upon satisfaction of the other conditions to Closing and other terms and conditions hereof. ASSIGNOR and ASSIGNEE acknowledge and agree that any assignment of this Agreement to a Qualified Intermediary shall not release either Party party from any of their respective liabilities and obligations to each other under this Agreement, and that neither Party party represents to the other that any particular tax treatment will be given to either Party party as a result thereof. ASSIGNOR agrees to indemnify and hold ASSIGNEE harmless from and against any and all claims, demands, causes of actions, liabilities, penalties, judgements, assessments, and expenses (including reasonable attorneys' fees and costs) asserted against or incurred by ASSIGNEE in connection with or as a consequence of its facilitation of any such like-kind exchange.

Section 1031 Exchange. ASSIGNOR SELLER and ASSIGNEE BUYER hereby agree that ASSIGNEE BUYER shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a “Qualified Intermediary Intermediary” (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, amended ("“Code"”). Likewise, ASSIGNOR SELLER shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either Party party assigns its rights under this Agreement pursuant to this Section 2.7, such Party party agrees to notify the other Party party in writing of such assignment at or before Closing. If ASSIGNOR SELLER assigns its rights under this Agreement for this purpose, ASSIGNEE BUYER agrees to (i) consent to ASSIGNOR's SELLER’s assignment of its rights in this Agreement in form attached hereto as Exhibit "“B-1"”, and (ii) pay the Purchase Price into a qualified escrow or qualified trust account at Closing as directed in writing. If ASSIGNEE BUYER assigns its rights under this Agreement for this purpose, ASSIGNOR SELLER agrees to (i) consent to ASSIGNEE's BUYER’s assignment of its rights in this Agreement in the form of Exhibit "“B-2"”, (ii) accept the Purchase Price from the qualified escrow or qualified trust account at Closing, and (iii) at Closing, convey and assign directly to ASSIGNEE BUYER the Assets which are the subject of this Agreement Property upon satisfaction of the other conditions to Closing and other terms and conditions hereof. ASSIGNOR SELLER and ASSIGNEE BUYER acknowledge and agree that any assignment of this Agreement to a Qualified Intermediary shall not release either Party party from any of their respective liabilities and obligations to each other under this Agreement, and that neither Party party represents to the other that any particular tax treatment will be given to either Party party as a result thereof. ASSIGNOR agrees to indemnify and hold ASSIGNEE harmless from and against any and all claims, demands, causes of actions, liabilities, penalties, judgements, assessments, and expenses (including reasonable attorneys' fees and costs) asserted against or incurred by ASSIGNEE in connection with or as a consequence of its facilitation of any such like-kind exchange.

Section 1031 Exchange. ASSIGNOR Seller and ASSIGNEE Buyer hereby agree that ASSIGNEE Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a “Qualified Intermediary Intermediary” (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-like kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, amended ("the “Code"”). Likewise, ASSIGNOR shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either Party that Seller assigns its rights under this Agreement pursuant to this Section 2.712(j), such Party Seller agrees to notify the other Party Buyer in writing of such assignment at or before Closing. If ASSIGNOR Seller assigns its rights under this Agreement for this purpose, ASSIGNEE Buyer agrees to to: (ia) consent to ASSIGNOR's Seller’s assignment of its rights in this Agreement in form attached hereto as Exhibit "B-1", Agreement; and (iib) pay the Purchase Price into a qualified escrow or qualified trust account at Closing as directed in writing. If ASSIGNEE assigns its rights under this Agreement for this purpose, ASSIGNOR Seller acknowledges and agrees to (i) consent to ASSIGNEE's assignment of its rights in this Agreement in the form of Exhibit "B-2", (ii) accept the Purchase Price from the qualified escrow or qualified trust account at Closing, and (iii) at Closing, convey and assign directly to ASSIGNEE the Assets which are the subject of this Agreement upon satisfaction of the other conditions to Closing and other terms and conditions hereof. ASSIGNOR and ASSIGNEE acknowledge and agree that any assignment of this Agreement to a Qualified Intermediary shall not release either Party Seller from any of their its respective liabilities and obligations (including indemnity obligations) to each other the Buyer under this Agreement, and that neither Party no party hereto represents to the any other party that any particular tax treatment will be given to either Party a party as a result thereof. ASSIGNOR Seller agrees to indemnify and hold ASSIGNEE harmless from and against that the Buyer will not incur any and all claimsadditional costs, demandsexpenses, causes of actions, liabilities, penalties, judgements, assessments, and expenses (including reasonable attorneys' fees and costs) asserted against or incurred by ASSIGNEE in connection with or liabilities as a consequence result of its facilitation of any such or connected with the like-kind exchange.. [remainder of page intentionally left blank/ Please indicate your acceptance of this Agreement by executing in the space provided below and returning a scanned copy to me. Sincerely, Dallas Petroleum Group, LLC /s/ Xxxx Xxxxxxxx Xxxx Xxxxxxxx President ACCEPTED AND AGREED: Xxxxxxx Midstream Partners LP By: Xxxxxxx Midstream Partners GP, Its general partner By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: CFO & Secretary Date: 10/12/2017

Section 1031 Exchange. ASSIGNOR Seller and ASSIGNEE Buyer hereby agree that ASSIGNEE Buyer shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a “Qualified Intermediary Intermediary” (as that term is defined in Section 1.1031(k)-1(g)(4)(v1.1031(k)-1(g)(4)(iii) of the Treasury Regulations) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-like kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, amended ("the “Code"”). Likewise, ASSIGNOR Seller shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either a Party assigns its rights under this Agreement pursuant to this Section 2.7, such Party agrees to notify the other Party Parties in writing of such assignment at or before Closing. If ASSIGNOR Seller assigns its rights under this Agreement for this purpose, ASSIGNEE Buyer agrees to to: (ia) consent to ASSIGNOR's Seller’s assignment of its rights in this Agreement in form attached hereto as Exhibit "B-1", Agreement; and (iib) pay the Purchase Price into a qualified escrow or qualified trust account at Closing as directed in writing. If ASSIGNEE Buyer assigns its rights under this Agreement for this purpose, ASSIGNOR Seller agrees to to: (i) consent to ASSIGNEE's Buyer’s assignment of its rights in this Agreement in the form of Exhibit "B-2", Agreement; (ii) accept the Purchase Price from the qualified escrow or qualified trust account at Closing, ; and (iii) at Closing, convey and assign directly to ASSIGNEE Buyer the Assets which are the subject of this Agreement Conveyed Interests upon satisfaction of the other conditions to Closing and other terms and conditions hereof. ASSIGNOR Seller and ASSIGNEE Buyer acknowledge and agree that any assignment of this Agreement to a Qualified Intermediary shall not release either any Party from any of their its respective liabilities and obligations to each the other Parties under this Agreement, and that neither no Party represents to the any other Party that any particular tax treatment will be given to either a Party as a result thereof. ASSIGNOR agrees Seller and Buyer further agree that the Party not electing to indemnify effect a like-kind exchange will not incur any additional costs, expenses, fees or liabilities as a result of or connected with the like-kind exchange and hold ASSIGNEE will be held harmless and indemnified by the Party electing to effect a like-kind exchange from and against any such additional costs, expenses, fees or liabilities. Seller and all claimsBuyer acknowledge and agree that a Party’s election to structure the transaction under this Agreement as part of a like-kind exchange shall not extend the Closing Date and, demandsin the event that the like-kind exchange cannot be structured such that the Closing shall occur on the Closing Date, causes of actions, liabilities, penalties, judgements, assessments, and expenses (including reasonable attorneys' fees and costs) asserted against or incurred by ASSIGNEE in connection with or then the Closing shall occur without the transaction being structured as a consequence of its facilitation of any such like-kind exchange.