Common use of Allocation of Total Consideration Clause in Contracts

Allocation of Total Consideration. The Total Consideration shall be allocated among the Partnership Interests in a manner reasonably determined by the Operating Partnership. The Operating Partnership and Contributor agrees to (i) be bound by the allocation, (ii) act in accordance with the allocation in the preparation of financial statements and filing of all tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (iii) take no position and cause their Affiliates to take no position inconsistent with the allocation for income tax purposes.

Appears in 6 contracts

Samples: Contribution Agreement (Maguire Properties Inc), Contribution Agreement (Maguire Properties Inc), Contribution Agreement (Maguire Properties Inc)

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Allocation of Total Consideration. The Total Consideration shall be allocated among the Partnership Interests in a manner reasonably determined agreed upon by the Operating PartnershipPartnership and each Contributor. The Operating Partnership and each Contributor agrees agree to (i) be bound by the allocation, (ii) act in accordance with the allocation in the preparation of financial statements and filing of all tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (iii) take no position and cause their Affiliates affiliates to take no position inconsistent with the allocation for income tax purposes.

Appears in 3 contracts

Samples: Contribution Agreement (Maguire Properties Inc), Contribution Agreement (Maguire Properties Inc), Contribution Agreement (Maguire Properties Inc)

Allocation of Total Consideration. The Total Consideration shall be allocated among the Partnership Interests in a manner reasonably determined Properties as agreed to by the Operating Partnershipparties to this Agreement. The Operating Partnership and the Contributor agrees agree to (i) be bound by the allocation, (ii) act in accordance with the allocation in the preparation of financial statements and filing of all tax returns and in the course of any tax Tax audit, tax Tax review or tax Tax litigation relating thereto and (iii) take no position and cause their Affiliates affiliates that they control to take no position inconsistent with the allocation for income tax purposes, unless otherwise required by applicable law.

Appears in 2 contracts

Samples: Contribution Agreement (Easterly Government Properties, Inc.), Contribution Agreement (Easterly Government Properties, Inc.)

Allocation of Total Consideration. The Total Consideration shall be allocated among the Partnership Interests in a manner reasonably determined by the Operating Partnership. The Operating Partnership and Contributor agrees agree to (i) be bound by the allocation, (ii) act in accordance with the allocation in the preparation of financial statements and filing of all tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (iii) take no position and cause their Affiliates affiliates to take no position inconsistent with the allocation for income tax purposes.

Appears in 2 contracts

Samples: Contribution Agreement (Maguire Properties Inc), Contribution Agreement (Maguire Properties Inc)

Allocation of Total Consideration. The Total Consideration shall be allocated among the Partnership Participating Interests in a manner reasonably determined by the Operating Partnership. The Operating Partnership and Contributor agrees to (i) be bound by the allocation, (ii) act in accordance with the allocation in the preparation of financial statements and filing of all tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (iii) take no position and cause their Affiliates to take no position inconsistent with the allocation for income tax purposes.

Appears in 2 contracts

Samples: Contribution Agreement (Thomas Properties Group Inc), Contribution Agreement (Thomas Properties Group Inc)

Allocation of Total Consideration. The Total Consideration shall be allocated among the Partnership Interests as reflected in a manner reasonably determined by the Operating PartnershipExhibit D hereto. The Operating Partnership and each Contributor agrees agree to (i) be bound by the allocation, (ii) act in accordance a manner that is consistent with the such allocation in the preparation of financial statements and filing of all tax returns Tax Returns and in the course of any tax Tax audit, tax Tax review or tax Tax litigation relating thereto thereto, and (iiiii) take no position and cause their Affiliates affiliates that they control to take no action or position inconsistent with the allocation for income tax Tax purposes.

Appears in 2 contracts

Samples: Contribution Agreement (Eola Property Trust), Contribution Agreement (Eola Property Trust)

Allocation of Total Consideration. The Total Consideration shall be allocated among the Partnership Interests as reflected in a manner reasonably determined by the Operating PartnershipExhibit D hereto. The Operating Partnership Partnership, the Contributor and Contributor agrees each Nominee agree to (i) be bound by the allocation, (ii) act in accordance with the allocation in the preparation of financial statements and filing of all tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (iii) take no position and cause their Affiliates affiliates that they control to take no position inconsistent with the allocation for income tax purposes.

Appears in 1 contract

Samples: Contribution Agreement (Hudson Pacific Properties, Inc.)

Allocation of Total Consideration. The Total Consideration shall be allocated among the Partnership Interests in a manner reasonably determined agreed upon by the Operating PartnershipPartnership and the Contributor. The Operating Partnership and the Contributor agrees agree to (i) be bound by the allocation, (ii) act in accordance with the allocation in the preparation of financial statements and filing of all tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (iii) take no position and cause their Affiliates affiliates to take no position inconsistent with the allocation for income tax purposes.

Appears in 1 contract

Samples: Contribution Agreement (Digital Realty Trust, Inc.)

Allocation of Total Consideration. The Total Consideration shall be allocated among the Partnership Interests as reflected in a manner reasonably determined by the Operating PartnershipExhibit D hereto. The Operating Partnership and each Contributor agrees and Nominee agree to (i) be bound by the allocation, (ii) act in accordance with the allocation in the preparation of financial statements and filing of all tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (iii) take no position and cause their Affiliates affiliates that they control to take no position inconsistent with the allocation for income tax purposes.

Appears in 1 contract

Samples: Contribution Agreement (Hudson Pacific Properties, Inc.)

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Allocation of Total Consideration. The Total Consideration shall be allocated among the Partnership Interests as set forth in a manner reasonably determined by the Operating PartnershipSchedule 2.10. The Operating Partnership and the Contributor agrees agree to (i) be bound by the allocation, (ii) act in accordance with the allocation in the preparation of financial statements and filing of all tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (iii) take no position and cause their Affiliates affiliates that they control to take no position inconsistent with the allocation for income tax purposes.

Appears in 1 contract

Samples: Contribution Agreement (Lodging Fund REIT III, Inc.)

Allocation of Total Consideration. The Total Consideration shall be allocated among the Partnership Interests as set forth in a manner reasonably determined by the Operating PartnershipSchedule 1.9. The Operating Partnership and each Contributor agrees agree to (i) be bound by the allocation, (ii) act in accordance with the allocation in the preparation of financial statements and filing of all tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (iii) take no position and cause their Affiliates affiliates that they control to take no position inconsistent with the allocation for income tax purposes.

Appears in 1 contract

Samples: Contribution Agreement (Digital Realty Trust, Inc.)

Allocation of Total Consideration. The Total Consideration shall be allocated among the Partnership Interests as set forth in a manner reasonably determined by the Operating Partnership. Schedule 2.10 and Exhibit D. The Operating Partnership and the Contributor agrees agree to (i) be bound by the allocation, (ii) act in accordance with the allocation in the preparation of financial statements and filing of all tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (iii) take no position and cause their Affiliates affiliates that they control to take no position inconsistent with the allocation for income tax purposes.. ​ ​

Appears in 1 contract

Samples: Contribution Agreement (Lodging Fund REIT III, Inc.)

Allocation of Total Consideration. The Total Consideration shall be allocated among the Partnership Interests in a manner reasonably determined agreed upon by the Operating PartnershipPartnership and the Contributor. The Operating Partnership and the Contributor agrees agree to (i) be bound by the allocation, (ii) act in accordance with the allocation in the preparation of financial statements and filing of all tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (iii) take no position and cause their Affiliates affiliates that they control to take no position inconsistent with the allocation for income tax purposes.

Appears in 1 contract

Samples: Contribution Agreement (Digital Realty Trust, Inc.)

Allocation of Total Consideration. The Total Consideration shall be allocated among the Partnership Interests as reflected in a manner reasonably determined by the Operating PartnershipExhibit D hereto. The Operating Partnership and each Contributor agrees agree to (i) be bound by the allocation, (ii) act in accordance with the allocation in the preparation of financial statements and filing of all tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (iii) take no position and cause their Affiliates affiliates that they control to take no position inconsistent with the allocation for income tax purposes.

Appears in 1 contract

Samples: Contribution Agreement (Hudson Pacific Properties, Inc.)

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