BE BINDING UPON AND INURE TO THE BENEFIT OF THE RESPECTIVE LEGAL
REPRESENTATIVES, SUCCESSORS, ASSIGNS, HEIRS, AND DEVISEES OF THE PARTIES.
At Close of Escrow, Buyer shall be permitted to assign the right to purchase the
Property to a Buyer Affiliate. For purposes of this Agreement, "Buyer's
Affiliate" means (a) any entity that directly or indirectly controls, is
controlled by or is under common control with Buyer, or (b) any entity at least
a majority of whose economic interest is owned by Buyer; and the term "control"
means the power to direct the management of such entity through voting rights,
ownership or contractual obligations.
16.8
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN DUPLICATE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH, WHEN
TAKEN TOGETHER, SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
16.9
EXHIBITS.
ALL EXHIBITS ATTACHED HERETO ARE HEREBY INCORPORATED
HEREIN BY THIS REFERENCE.
17.
COOPERATION WITH EXCHANGE.
EITHER PARTY MAY CONSUMMATE THE
PURCHASE OR SALE (AS APPLICABLE) OF THE PROPERTY AS PART OF A SO-CALLED LIKE
KIND EXCHANGE (AN "EXCHANGE") PURSUANT TO §1031 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), PROVIDED THAT:
(A) THE CLOSE OF ESCROW SHALL NOT
BE DELAYED OR AFFECTED BY REASON OF THE EXCHANGE NOR SHALL THE CONSUMMATION OR
ACCOMPLISHMENT OF AN EXCHANGE BE A CONDITION PRECEDENT OR CONDITION SUBSEQUENT
TO THE EXCHANGING PARTY'S OBLIGATIONS UNDER THIS AGREEMENT; (B) THE EXCHANGING
PARTY SHALL EFFECT ITS EXCHANGE THROUGH AN ASSIGNMENT OF THIS AGREEMENT, OR ITS
RIGHTS UNDER THIS
19
AGREEMENT, TO A QUALIFIED INTERMEDIARY (C) NEITHER PARTY SHALL BE REQUIRED TO
TAKE AN ASSIGNMENT OF THE PURCHASE AGREEMENT FOR THE RELINQUISHED OR REPLACEMENT
PROPERTY OR BE REQUIRED TO ACQUIRE OR HOLD TITLE TO ANY REAL PROPERTY FOR
PURPOSES OF CONSUMMATING AN EXCHANGE DESIRED BY THE OTHER PARTY; AND (D) THE
EXCHANGING PARTY SHALL PAY ANY ADDITIONAL COSTS THAT WOULD NOT OTHERWISE HAVE
BEEN INCURRED BY THE NON-EXCHANGING PARTY HAD THE EXCHANGING PARTY NOT
CONSUMMATED THE TRANSACTION THROUGH AN EXCHANGE.
NEITHER PARTY SHALL BY THIS
AGREEMENT OR ACQUIESCENCE TO AN EXCHANGE DESIRED BY THE OTHER PARTY HAVE ITS
RIGHTS UNDER THIS AGREEMENT AFFECTED OR DIMINISHED IN ANY MANNER OR BE
RESPONSIBLE FOR COMPLIANCE WITH OR BE DEEMED TO HAVE WARRANTED TO THE EXCHANGING
PARTY THAT ITS EXCHANGE IN FACT COMPLIES WITH §1031 OF THE CODE.
18.
CONFIDENTIALITY.
EXCEPT AS OTHERWISE PROVIDED HEREIN, NEITHER
BUYER NOR SELLER SHALL MAKE ANY DISCLOSURE OR PUBLIC ANNOUNCEMENT OF ANY
INFORMATION RELATED TO THIS AGREEMENT, BEFORE OR FOR ONE (1) YEAR AFTER THE
CLOSE OF ESCROW, WITHOUT THE PRIOR WRITTEN SPECIFIC CONSENT OF THE OTHER, EXCEPT
THAT BUYER SHALL HAVE THE RIGHT, WITHOUT SELLER'S CONSENT, TO PUBLICLY DISCLOSE
THE FACT THAT IT HAS ACQUIRED THE PROPERTY FOLLOWING THE CLOSE OF ESCROW.
THE
FOREGOING SHALL NOT BE DEEMED TO PROHIBIT DISCLOSURE OF THIS TRANSACTION AS
REQUIRED BY APPLICABLE LAW AND TO BUYER'S AND SELLER'S RESPECTIVE ATTORNEYS,
ACCOUNTANTS, LENDERS, CONSULTANTS AND OTHER PROFESSIONAL ADVISORS.
19.
WAIVER OF JURY TRIAL.
TO THE EXTENT PERMITTED BY