or any part thereof prepared by or at the request of Purchaser, its
employees and agents, and shall deliver to Seller copies of all of the
foregoing.
11.11
REPORTING PERSON.
SELLER AND PURCHASER HEREBY DESIGNATE ESCROW
AGENT TO ACT AS AND PERFORM THE DUTIES AND OBLIGATIONS OF THE "REPORTING PERSON"
WITH RESPECT TO THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT FOR PURPOSES OF
26 C.F.R. SECTION 1.6045-4(E)(5) RELATING TO THE REQUIREMENTS FOR INFORMATION
REPORTING ON REAL ESTATE TRANSACTIONS CLOSED ON OR AFTER JANUARY 1, 1991.
IN
THIS REGARD, SELLER AND PURCHASER EACH AGREE TO EXECUTE AT CLOSING, AND TO CAUSE
ESCROW AGENT TO EXECUTE AT CLOSING, A DESIGNATION AGREEMENT, DESIGNATING ESCROW
AGENT AS THE REPORTING PERSON WITH RESPECT TO THE TRANSACTION CONTEMPLATED BY
THIS AGREEMENT.
11.12
SECTION 1031 EXCHANGE.
EITHER PARTY MAY STRUCTURE THE DISPOSITION
OR ACQUISITION OF THE PROPERTY, AS THE CASE MAY BE, AS A LIKE-KIND EXCHANGE
UNDER INTERNAL REVENUE CODE SECTION 1031 AT THE EXCHANGING PARTY'S SOLE COST AND
EXPENSE.
THE OTHER PARTY SHALL REASONABLY COOPERATE THEREIN, PROVIDED THAT SUCH
OTHER PARTY SHALL INCUR NO MATERIAL COSTS, EXPENSES OR LIABILITIES IN CONNECTION
WITH THE EXCHANGING PARTY'S EXCHANGE.
IF EITHER PARTY USES A QUALIFIED
INTERMEDIARY TO EFFECTUATE AN EXCHANGE, ANY ASSIGNMENT OF THE RIGHTS OR
OBLIGATIONS OF SUCH PARTY HEREUNDER SHALL NOT RELIEVE, RELEASE OR ABSOLVE SUCH
PARTY OF ITS OBLIGATIONS TO THE OTHER PARTY.
THE EXCHANGING PARTY SHALL
INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER PARTY FROM ALL LIABILITY IN
CONNECTION WITH THE INDEMNIFYING PARTY'S EXCHANGE, AND THE INDEMNIFIED PARTY
SHALL NOT BE REQUIRED TO TAKE TITLE TO OR CONTRACT FOR THE PURCHASE OF ANY OTHER
PROPERTY.
THE PROVISIONS OF THIS SECTION 11.12 SHALL SURVIVE THE CLOSING.
11.13
PRESS RELEASES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, UPON OR AFTER THE CLOSING, SELLER AND PURCHASER MAY EACH ISSUE A PRESS
RELEASE DISCLOSING THE SALE OF THE PROPERTY (INCLUDING THE IDENTITY OF THE
PARTIES, A DESCRIPTION OF THE PROPERTY, THE PURCHASE PRICE (BUT NO OTHER
ECONOMIC TERMS), AND THE CLOSING DATE), BUT OTHERWISE THE PARTIES HERETO SHALL
NOT ISSUE ANY PRESS RELEASES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED
HEREBY OR CONSUMMATED IN ACCORDANCE WITH THE TERMS HEREOF EXCEPT UPON THE MUTUAL
AGREEMENT OF THE PARTIES AS TO THE FORM AND CONTENT OF SUCH PRESS RELEASE (WITH
CONSENT NOT TO BE UNREASONABLY WITHHELD, CONDITIONED, OR DELAYED BY EITHER
PARTY).
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SELLER MAY
ALSO MAKE DISCLOSURES IN ACCORDANCE WITH, OR AS REQUIRED BY, THE DISCLOSURE
REQUIREMENTS APPLICABLE TO EQUITY OFFICE PROPERTIES TRUST (THE "TRUST"), WHICH
IS AN INDIRECT PARENT OF SELLER, OR ITS AFFILIATES, DUE TO THE TRUST'S STATUS AS
A PUBLICLY-HELD COMPANY LISTED ON THE NEW YORK STOCK EXCHANGE OR ANY OTHER
SECURITIES EXCHANGE (AN "EXCHANGE") (INCLUDING, BUT NOT LIMITED TO, ANY
DISCLOSURES IN ACCORDANCE WITH, OR AS REQUIRED BY, THE RULES OF, OR ANY LISTING
AGREEMENT WITH, AN EXCHANGE).
28
11.14
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
IDENTICAL COUNTERPARTS, ANY OR ALL OF WHICH MAY CONTAIN THE SIGNATURES