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DRAFT 8/20108 <br />--- - --- <br />tFroughoufthe"tirrie that either the Agency or the City of San Leandro is the owner`ofche-Garage <br />in which the Office Condominium is located. <br />Section 30. Tax Deferred Exchange. Property Owner may consummate the sale and <br />purchase of the Property as part of a like-kind exchange pursuant to Section 1031 of the Internal <br />Revenue Code, as amended. If Property Owner requests, Agency agrees to reasonably cooperate <br />with Property Owner (including without limitation execution of documents reasonably requested <br />by Property Owner), provided: (i) there shall be no delay in the Closing Date; (ii) Property <br />Owner shall not be released from its obligations under this Agreement if the exchange fails for <br />any reason, and Property Owner shall remain obligated to sell the Property in accordance with <br />this Agreement; (iii) Property Owner shall reimburse Agency for any fees and costs incurred by <br />Agency as a result of Property Owner's exchange or attempted exchange, including without <br />limitation costs and expenses of Agency's consultants; (iv) Agency shall not assume any <br />additional liabilities or obligations including without limitation the acquisition of any property, <br />or the assumption of any liability, as a result of the exchange or attempted exchange; and (v) <br />Property Owner shall indemnify, defend and hold Agency harmless from and against all claims <br />and liabilities resulting from the Property Owner's exchange or attempted exchange. Agency <br />hereby disclaims any responsibility for the qualification for Property Owner's benefit of the <br />transactions contemplated by this Agreement as atax-deferred exchange under Internal Revenue <br />Code Section 1031, as amended, and Property Owner agrees that Agency shall not be liable for <br />any tax liability, interest or penalties arising thereunder by virtue of Agency's cooperation in the <br />consummation of any such exchange or attempted exchange. None of Property Owner's <br />representations and warranties provided hereunder and none of Property Owner's obligations <br />that are intended to survive the Closing shall be affected by any assignment of this Agreement by <br />Property Owner, and all such representations, warranties and obligations shall continue in effect <br />for the benefit of Agency. <br />SIGNATURES ONNEXT PAGE <br />s39aas-6 10 PURCHASE AND SALE AGREEMENT <br />262 DAMS STREET <br />