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<br />03/97 <br /> <br />10. <br /> <br />foret!!leen or unforeseen, incurred by the Exchanger. ORNTIC <br />and/or purchat!!ler in the event tne Internal Revenue Se~ice <br />challenges and/or disallows the treatment of the contemplated <br />exchange as a qualifying like-kind defe~r8d exchange of real <br />prope~ty un~er Section 1031. Notwithstanding the foregoing. <br />Exohanger shall not indemnify or hold ORNTlC harmless for any <br />claims arising out of the gross negligence or willful <br />misconduct of ORNTIC. Exchanger hereby agrees, at ORNTIC's <br />and/or purchaser's request, to defend ORNTIC and/or Purchaser <br />against any such liabilities, damages, suits, actions, <br />penalties, costs or claims for which Exchanger agrees to <br />indemnify and hold ORNTIC and purchaser harmless, with counsel <br />selected by ORNTIC and approved by Exchanger. which approval <br />shalJ. not be unreasonably withheld or delayed. It is <br />expressly understood and agreed by the parties that ~his <br />indemnity by Exchanger shall not constitute a waiver by <br />EXchanger of any claim it may have again&t ORNTIC for ORNTIC's <br />failure to properly perform and discharge its obligations <br />under this Exchange ~greement. <br /> <br />This E~ohange Agreement inures to the benefit of and binds all <br />the parties hereto, their BuccessoX's and assigns. ORNTIC <br />makes no representation that any party to this Exchange <br />Agreement has a right to assign or pledge ita rights under <br />this Exchange Agreement without jeopardizing the qualification <br />of the contemplated transfers as a ta~ deferred exchange or <br />terminating ORNTIC's qualified status as a qualified <br />intermediary. This Exchange Agreement may be executed in one <br />or more counterparts, all of which together shall constitute <br />one agreement. <br /> <br />11. <br /> <br />ORNTIC is not, and shall not be deemed to be, an agent of <br />Exchanger by entering into this Exchange Agreement or by <br />reason of the assignments herein or receipt by ORNTIC of the <br />Proceeds. It is the intent of the parties that ORNTIC shall <br />be a qualified intermediary within the meaning of tha <br />Regulations. <br /> <br />This E~change Agreement. constit.utes the entire agreement among <br />the parties and may be modified or amended only in writing. <br />This EXchange Agreemen~ shall be governed by the laws of the <br />State of Minnesota. <br /> <br />12. <br /> <br />-5- <br /> <br />611 <br />