Common use of Change in Tax Law Clause in Contracts

Change in Tax Law. Notwithstanding anything herein to the contrary, if, in connection with an actual or proposed change in law, PICO reasonably believes that the existence of this Agreement could cause income (other than income arising from receipt of a payment under this Agreement) recognized by PICO (or direct or indirect equity holders in such member) upon the IPO or any Exchange to be treated as ordinary income rather than capital gain (or otherwise taxed at ordinary income rates) for U.S. federal income Tax purposes or would have other material adverse Tax consequences to PICO (a “Change in Tax Law”), then (i) at the election of PICO and to the extent specified by PICO, this Agreement shall not apply with respect to an Exchange by PICO occurring after a date specified by PICO, (ii) at the election of PICO, this Agreement shall otherwise be amended in a manner determined by UCP, Inc. and PICO, acting jointly, provided that such amendment shall not result in an increase in payments under this Agreement at any time as compared to the amounts and times of payments that would have been due in the absence of such amendment or (iii) at the election of PICO, this Agreement shall cease to have further effect. For the avoidance of doubt, any election pursuant to this Section 7.14 shall not be considered a breach of this Agreement and shall not trigger an Early Termination Payment under Section 4.01.

Change in Tax Law. Notwithstanding anything herein to the contrary, if, in connection with an actual or proposed change in law, PICO a Member reasonably believes that the existence of this Agreement could cause income (other than income arising from receipt or accrual of a payment under this Agreement) recognized by PICO (any Member or any direct or indirect equity holders in such member) owner of a Member upon the IPO or any Exchange to be treated as ordinary income rather than capital gain (or otherwise taxed at ordinary income rates) for U.S. federal income Tax purposes or would have other material adverse Tax consequences to PICO (a “Change in Tax Law”)Member or any direct or indirect owner of a Member, then (i) at the election of PICO the Member and to the extent specified by PICOthe Member, this Agreement shall not apply with respect to an Exchange by PICO the Member occurring after a date specified by PICOthe Member, (ii) at the election of PICOthe Member, this Agreement shall otherwise be amended in accordance with Section 7.06 in a manner determined by UCP, Inc. the Corporation and PICOthe Members, acting jointly, provided that such amendment shall not result in an increase in payments under this Agreement at any time as compared to the amounts and times of payments that would have been due in the absence of such amendment or (iii) at the election of PICOthe Members, acting unanimously, this Agreement shall cease to have further effect. For the avoidance of doubt, any election pursuant to this Section 7.14 shall not be considered a breach of this Agreement and shall not trigger an Early Termination Payment under Section 4.01.

Change in Tax Law. Notwithstanding anything herein to the contrary, if, in connection with an actual or proposed change in law, PICO a Member reasonably believes that the existence of this Agreement could cause income (other than income arising from receipt of a payment under this Agreement) recognized by PICO (any Member or any direct or indirect equity holders in such member) owner of a Member upon the IPO or any Exchange to be treated as ordinary income rather than capital gain (or otherwise taxed at ordinary income rates) for U.S. federal income Tax purposes or would have other material adverse Tax consequences to PICO (a “Change in Tax Law”)Member or any direct or indirect owner of a Member, then (i) at the election of PICO the Member and to the extent specified by PICOthe Member, this Agreement shall not apply with respect to an Exchange by PICO the Member occurring after a date specified by PICOthe Member, (ii) at the election of PICOthe Member, this Agreement shall otherwise be amended in accordance with Section 7.06 in a manner determined by UCP, Inc. the Corporation and PICOthe Members, acting jointly, provided that such amendment shall not result in an increase in payments under this Agreement at any time as compared to the amounts and times of payments that would have been due in the absence of such amendment or (iii) at the election of PICOthe Members, acting unanimously, this Agreement shall cease to have further effect. For the avoidance of doubt, any election pursuant to this Section 7.14 shall not be considered a breach of this Agreement and shall not trigger an Early Termination Payment under Section 4.01.