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07/11/2007 17:42 FAX 852 886 3250 <br />LARKIN HOFFMAN OALY Z012/018 <br />for /with other real estate of a like kind in accordance with <br />Section 1031 of the Internal Revenue Code of 1986, as amended, or <br />a reverse exchange in accordance with Revenue Procedure 2000 -27, <br />as amended. To the extent possible, the provisions of this <br />section shall be interpreted consistently with this intent. <br />Seller's election to exchange the Property for /with other real <br />estate of a like kind shall be at no cost or liability to Buyer <br />and shall not exceed any time periods set forth herein or change <br />any obligations. Euyer shall further cooperate with Seller by <br />executing an assignment agreement or any other documentation <br />reasonably required by Seller to affect the exchange, all at no <br />cost to Buyer. <br />11. Broker's Commission. Seller represents that it has <br />dealt with a broker relative to the sale of the Property- Seller <br />shall be responsible for any payments due to such broker. Seller <br />agree, to indemnify and hold Buyer harmless from and against any <br />and all claims, damages, costs or expenses or for any other fees <br />or commissions related to Seller's agent. Buyer represents that <br />it has not engaged a broker in connection with the: purchase of <br />the Property. Buyer shall indemnify and hold Seller harmless <br />from and against any and all liability to which Seller may be <br />subjected by any broker's, finder's, or similar fee with respect <br />to the transaction contemplated by this Agreement to the extent <br />such'fee is attributed to any action undertaken by or on behalf <br />of Euyer or any affiliate of Buyer. <br />12. Intentionally deleted. <br />13. Assignment. Buyer shall not assign its rights under <br />this Agreement, without the prior, written consent.of Seller. <br />14. Survival. All of the covenants, representations and <br />warranties of this Agreement will survive and be enforceable for <br />a period of six (6) months after the Closing. <br />15. Notices. Any notice required or permitted to be given <br />by any party upon the other is given in accordance with this <br />Agreement if it is directed to Seller by delivering it personally <br />to ;an officer of Seller; or if it is directed to Buyer, by <br />delivering it personally to Buyer; or, if mailed in a sealed <br />wrapper by United States registered or certified mail, return <br />receipt'requested, postage prepaid; or if transmitted by <br />facsimile, copy followed by mailed notice as above required; or <br />if deposited cost paid with a nationally recognized,'reputable <br />overnight courier, properly addressed as follows: <br />If to Seller: Valor Enterprises, Inc. <br />c/o Lori Petersen <br />11 <br />- 12 - <br />