Cooperation in the Event of a Change. If a change in the Partnership’s allocations of Guaranteed Debt or other recourse debt of the Partnership to the Protected Partners is required by reason of circumstances described in Section 6.2, the Partnership and its professional tax advisors shall cooperate in good faith with each Protected Partner (or in the event of their death or disability, their executor, guardian or custodian, as applicable) and their professional tax advisors to develop alternative allocation arrangements and/or other mechanisms that protect the federal income tax positions of the Protected Partners in the manner contemplated by the allocations of Guaranteed Debt or other recourse debt of the Partnership to the Protected Partners as set forth in this Agreement.
Cooperation in the Event of a Change. If a change in the Partnership's allocations of Guaranteed Debt or other recourse debt of the Partnership to the Protected Partners is required by reason of circumstances described in Section 6.2, the Partnership and its professional tax advisors shall cooperate in good faith with each Protected Partner (or Indirect Owners thereof) (or in the event of their death or disability, their executor, guardian or custodian, as applicable) and their professional tax advisors to develop alternative allocation arrangements and/or other mechanisms that protect the income tax positions of the Protected Partners (and Indirect Owners) in the manner contemplated by the allocations of Guaranteed Debt or other recourse debt of the Partnership to the Protected Partners (and Indirect Owners) as set forth in this Agreement.
Cooperation in the Event of a Change. If a change in Vornado OP's allocations of Guaranteed Debt to the SCR Unitholders is required by reason of circumstances described in the Section 8(b), Vornado OP and its professional tax advisors shall cooperate in good faith with Messrs. Robert H. Smith and Robert P. Kogod (or in the event of their death xx xxxxxxxxxx, their xxxxxxxx, xxxxdian or custodian, as applicable) and their professional tax advisors to develop alternative allocation arrangements and/or other mechanisms that protect the federal income tax positions of the SCR Unitholders in the manner contemplated by the allocations of Guaranteed Debt to the SCR Unitholders as set forth in this Agreement.
Cooperation in the Event of a Change. If a change in the Operating Partnership’s allocations of Guaranteed Debt or other recourse debt of the Operating Partnership to the 00xx Xxxxxx Partners is required by reason of circumstances described in the Section 8(b), the Operating Partnership and its professional tax advisors shall cooperate in good faith with Messrs. Xxxxxx X. Xxxxx and Xxxxx X. Xxxxx (or in the event of their death or disability, their executor, guardian or custodian, as applicable) and their professional tax advisors to develop alternative allocation arrangements and/or other mechanisms that protect the federal income tax positions of the 00xx Xxxxxx Partners in the manner contemplated by the allocations of Guaranteed Debt or other recourse debt of the Operating Partnership to the 00xx Xxxxxx Partners as set forth in this Agreement.
Cooperation in the Event of a Change. If a change in PREIT Partnership's allocations of Guaranteed Debt to the Contributors is required by reason of circumstances described in Section 3(f), PREIT Partnership and its professional tax advisors shall cooperate in good faith with the Contributors and their professional tax advisors to develop alternative allocation arrangements and/or other mechanisms that protect the federal income tax positions of the Contributors with respect to their "negative tax capital accounts" in the manner contemplated by the allocations of Guaranteed Debt to the Contributors as set forth in this Agreement.
