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wl? ? <br />ITEM NINE: Seller's Right to Effectuate an Exchange. <br />The parties acknowledge that Purchaser shall have the option to sell real property to any <br />third party, as an exchange of real property qualifying as a like kind of property exchange <br />pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and applying the <br />proceeds from said sale directly to Seller in lieu of making payment for all or a portion of the <br />purchase price as provided hereinabove. Seller agrees to fully cooperate with and assist Purchaser <br />in effectuating any such exchange. In the event of such exchange, counsel for both Seller and <br />Purchaser shall have the right to review all documents relating to the exchange and to reasonably <br />deternune the sufficiency, completeness and appropriateness of same: The obligation of Seller to <br />cooperate and assist Purchaser as provided herein shall not obligate or create any duty or liability <br />on the part of Seller which cannot be extinguished by conveyance of property from Purchaser <br />upon Purchaser's assumption of such duty or liability. In the event any exchange shall not qualify <br />under said Section 1031, Seller shall have no liability to Purchaser or to any other party as a result <br />of any income tax liability or loss incuned or suffered by Purchaser or by any other party as a <br />result of any failure of such transaction to quality as a tax-free exchange. Further, Purchaser <br />shall, and does hereby, indemnify Seller from any cost or liability whatsoever arising out of such <br />exchange. <br />WHEREOF, intending to be legally bound, the parties have hereto affixed their signatures <br />at the place and upon the date above first written. <br />WITNESSTH: <br />SELLER: <br />CITY OF NORTH OLMSTED <br />/ <br />BY? <br />Edward 7. Bo ay <br />PURCHASER: <br />MONGELLO ASSOCIATES, INC. <br />BY: <br />Richard Mongello, President