Changes in Law; Voluntary Redemptions Clause Samples
The "Changes in Law; Voluntary Redemptions" clause defines how a contract or agreement addresses situations where changes in applicable laws affect the parties' obligations, and outlines the process for one party to redeem or withdraw from the agreement voluntarily. Typically, this clause allows a party to request early redemption or adjustment of terms if new laws or regulations make the original terms impractical or more burdensome. For example, if a new tax law increases costs for one party, they may be permitted to redeem their investment or renegotiate terms. The core function of this clause is to provide flexibility and protection for parties against unforeseen legal changes, ensuring that neither party is unfairly disadvantaged by regulatory shifts.
Changes in Law; Voluntary Redemptions. (a) Notwithstanding any provision of this Agreement to the contrary, the Operating Partnership shall not be required to make an indemnification payment to a Protected Partner pursuant to this Agreement if such obligation arises solely as a result of a change in any provision of the Code, the Treasury Regulations or any other applicable tax law or any administrative or judicial interpretation thereof (and not, for example, as a result of any Tax Protection Period Transfer or Fundamental Transaction, or any change with respect to Operating Partnership liabilities allocated to any Protected Partner if such change is attributable to any act or omission by the Operating Partnership).
(b) For the avoidance of doubt, a Protected Partner shall not be entitled to the protections set forth in ARTICLE II and ARTICLE III in the event of a full or partial redemption of the Protected Partner’s interest in the Operating Partnership pursuant to Section 15.1 of the OP Agreement; provided, however, that the foregoing limitation in this Section 4.1(b) shall not apply to such Protected Partner, and such Protected Partner shall be entitled to any Make Whole Amount payable to such Protected Partner in an amount determined under Section 3.5, in the event the REIT or the Operating Partnership engages in a Fundamental Transaction described in Section 3.1(a), Section 3.2(a) or Section 3.3(a) and either a Protected Partner is not offered the consideration described in such provisions, as applicable, or one or more compliance failures described in Section 3.5 occurs.
Changes in Law; Voluntary Redemptions. Notwithstanding any provision of this Agreement to the contrary, the Operating Partnership shall not be required to make any payment to a Protected Partner pursuant to this Agreement if such obligation arises solely as a result of a change in any provision of the Code, the Treasury Regulations or any other applicable tax law or any administrative or judicial interpretation thereof.
Changes in Law; Voluntary Redemptions. (1) Notwithstanding any provision of this Agreement to the contrary, the Operating Partnership shall not be required to make a payment to a Protected Partner pursuant to this Agreement if such obligation arises solely as a result of a change in any provision of the Code, the Treasury Regulations or any other applicable tax law or any administrative or judicial interpretation thereof (and not, for example, as a result of any Tax Protection Period Transfer, or any change with respect to Operating Partnership liabilities allocated to any Protected Partner if such change is attributable to any act or omission by the Operating Partnership).
(2) For the avoidance of doubt, a Protected Partner shall not be entitled to the protections set forth in ARTICLE II in the event of a full or partial redemption of the Protected Partner’s interest in the Operating Partnership with the Partner’s consent.