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, 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 any Member or any direct or indirect 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 a Member or any direct or indirect owner of a Member, then (i) at the election of the Member and to the extent specified by the Member, this Agreement shall not apply with respect to an Exchange by the Member occurring after a date specified by the Member, (ii) at the election of the Member, this Agreement shall otherwise be amended in accordance with Section 7.06 in a manner determined by the Corporation and the 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 the 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, a Member PICO 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 any Member PICO (or any direct or indirect owner of a Member 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 Member or any direct or indirect owner of a Member“Change in Tax Law”), then (i) at the election of the Member PICO and to the extent specified by the MemberPICO, this Agreement shall not apply with respect to an Exchange by the Member PICO occurring after a date specified by the MemberPICO, (ii) at the election of the MemberPICO, this Agreement shall otherwise be amended in accordance with Section 7.06 in a manner determined by the Corporation UCP, Inc. and the MembersPICO, 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 the Members, acting unanimouslyPICO, 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.