1031 Exchange

1031 Exchange. Notwithstanding anything to the contrary contained in this Agreement, the parties hereto acknowledge and agree that Buyer may elect by written notice to Seller given prior to June 4, 2013 to acquire the Property pursuant to a tax-deferred exchange (an "Exchange") in accordance with Section 1031 of the Internal Revenue code of 1986, as amended, which Exchange will involve an exchange of another property or properties, and the Property, so long as (a) same does not delay, unduly complicate or... otherwise adversely affect the ability to obtain any approval and/or consent required as a condition precedent to closing (whether for the benefit of Buyer and/or Seller) under the Purchase Agreement, (b) Seller shall not incur any cost, expense or liability in connection with such Exchange, (c) Buyer shall indemnify, defend and hold all Seller Indemnitees harmless from and against any and all cost, loss, claims, liability and expenses, including but not limited to attorneys' fees, arising from, in respect of , out of or in connection with such Exchange, (d) such Exchange is carried out in strict compliance with all applicable laws and all documentation concerning the Exchange shall be reasonably satisfactory to Seller, (e) such Exchange does not and shall not adversely affect nor burden Seller or its affiliates in any respect regarding the terms and conditions of the applicable transaction, and (f) such Exchange does not have an adverse effect on title to the Property. View More