BOUND. THE
EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY DO NOT AND WILL NOT REQUIRE (EXCEPT TO THE
EXTENT, SPECIFICALLY SET FORTH HEREIN) ANY CONSENT BY ANY THIRD PARTY
(INCLUDING, WITHOUT LIMITATION, THE CONSENT OF ANY DIRECT OR INDIRECT PARTNER OF
BUYER).
(C)
TO BUYER'S KNOWLEDGE, NO LITIGATION, OR GOVERNMENTAL OR AGENCY PROCEEDING
OR INVESTIGATION IS PENDING OR THREATENED AGAINST BUYER WHICH WOULD MATERIALLY
IMPAIR OR ADVERSELY AFFECT BUYER'S ABILITY TO PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREIN.
(D)
BUYER HAS THE FINANCIAL WHEREWITHAL TO TIMELY PERFORM ITS OBLIGATIONS
HEREUNDER.
(E)
BUYER IS NOT, AND WILL NOT BECOME, A PERSON OR ENTITY WITH WHOM U.S.
PERSONS OR ENTITIES ARE RESTRICTED FROM DOING BUSINESS UNDER REGULATIONS OF THE
OFFICE OF FOREIGN ASSET CONTROL ("OFAC") OF THE DEPARTMENT OF THE TREASURY
(INCLUDING THOSE NAMED ON OFAC'S SPECIALLY DESIGNATED AND BLOCKED PERSONS LIST)
OR UNDER ANY STATUTE, EXECUTIVE ORDER (INCLUDING THE SEPTEMBER 24, 2001,
EXECUTIVE ORDER BLOCKING PROPERTY AND PROHIBITING TRANSACTIONS WITH PERSONS WHO
COMMIT, THREATEN TO COMMIT, OR SUPPORT TERRORISM), OR OTHER GOVERNMENTAL ACTION
AND IS NOT AND WILL NOT ENGAGE IN ANY DEALINGS OR TRANSACTIONS OR BE OTHERWISE
ASSOCIATED WITH SUCH PERSONS OR ENTITIES.
33
SECTION 9.2.
SURVIVAL. THE PROVISIONS OF THIS ARTICLE IX AND THE
REPRESENTATIONS AND WARRANTIES SET FORTH IN SUCH PROVISIONS (AND ALL OTHER
REPRESENTATIONS AND WARRANTIES OF BUYER CONTAINED HEREIN), SHALL SURVIVE THE
CLOSING UNTIL THE SURVIVAL DATE SET FORTH IN SECTION 24.9(A) HEREOF.
ARTICLE X.
LIKE KIND EXCHANGE
SECTION 10.1.
LIKE-KIND EXCHANGE. ANY SELLER OR THE BUYER MAY CONSUMMATE THE
PURCHASE OR SALE (AS APPLICABLE) OF A PROPERTY OR ANY PORTION THEREOF 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
CLOSING 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 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, (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,
AND (E) THE EXCHANGING PARTY AGREES TO INDEMNIFY AND HOLD HARMLESS THE OTHER
PARTY FROM AND AGAINST ALL ACTUAL DAMAGES INCURRED BY THE OTHER PARTY ARISING
FROM ANY TAX DEFERRED EXCHANGE RELATING TO SUCH PROPERTY CONDUCTED BY THE
EXCHANGING PARTY. NEITHER PARTY SHALL BY THIS AGREEMENT OR ACQUIESCENCE TO AN
EXCHANGE DESIRED BY THE OTHER PARTY HAVE ITS