Common use of Entity-Level Taxation Clause in Contracts

Entity-Level Taxation. If legislation is enacted or the interpretation of existing legislation is modified by the relevant governmental authority which causes the Partnership or any Group Member to be treated as an association taxable as a corporation or otherwise subjects the Partnership, or any Group Member to entity-level taxation for federal income tax purposes, the then applicable Minimum Quarterly Distribution, First Target Distribution and Second Target Distribution may, at the General Partner's discretion, be adjusted to an amount that is not less than the amount equal to the product obtained by multiplying (a) the amount thereof by (b) one minus the sum of (i) the highest marginal federal corporate (or other entity, as applicable) income tax rate that could apply to the Partnership or any Group Member for the taxable year of the Partnership or such Group Member in which such Quarter occurs (expressed as a decimal) plus (ii) the effective overall state and local income tax rate (expressed as a decimal) that would have been applicable to the Partnership or such Group Member for the calendar year next preceding the calendar year in which such Quarter occurs (after taking into account the benefit of any deduction allowable for federal income tax purposes with respect to the payment of state and local income taxes), but only to the extent of the increase in such rates resulting from such legislation or interpretation. For purposes of this Section 6.9, such effective overall state and local income tax rate shall be determined for the taxable year next preceding the first taxable year during which the Partnership or any Group Member is taxable for federal income tax purposes as an association taxable as a corporation or is otherwise subject to entity-level taxation by determining such rate as if the Partnership or any Group Member had been subject to such state and local taxes during such preceding taxable year.

Entity-Level Taxation. If legislation is enacted or the interpretation of existing legislation language is modified by the relevant governmental authority which causes the Partnership or any Group Member an Operating Partnership to be treated as an association taxable as a corporation or otherwise subjects the Partnership, Partnership or any Group Member an Operating Partnership to entity-level taxation for federal income tax purposes, the then applicable Minimum Quarterly Distribution, First Target Distribution and Distribution, Second Target Distribution mayand the Incentive Distribution reduction amount referenced in Section 6.4(e)(i) or (ii), at the General Partner's discretionas applicable, shall be adjusted to an amount that is not less than the amount equal to the product obtained by multiplying (a) the amount thereof by (b) one minus the sum of (i) the highest marginal federal corporate (or other entity, as applicable) income tax rate that could apply to of the Partnership or any Group Member such Operating Partnership for the taxable year of the Partnership or such Group Member Operating Partnership in which such Quarter occurs (expressed as a decimalpercentage) plus (ii) the effective overall state and local income tax rate (expressed as a decimalpercentage) that would have been applicable to the Partnership or such Group Member Operating Partnership for the calendar year next preceding the calendar year in which such Quarter occurs (after taking into account the benefit of any deduction allowable for federal income tax purposes with respect to the payment of state and local income taxes), but only to the extent of the increase in such rates resulting from such legislation or interpretation. For purposes of this Section 6.9, such Such effective overall state and local income tax rate shall be determined for the taxable year next preceding the first taxable year during which the Partnership or any Group Member such Operating Partnership is taxable for federal income tax purposes as an association taxable as a corporation or is otherwise subject to entity-level taxation by determining such rate as if the Partnership or any Group Member such Operating Partnership had been subject to such state and local taxes during such preceding taxable year.