Common use of Exceptions Where No Gain Recognized Clause in Contracts

Exceptions Where No Gain Recognized. Notwithstanding the restriction set forth in this Section 2.1, the Partnership and any Subsidiary may dispose of any Gain Limitation Property (or any interest therein) if such disposition qualifies as a “like-kind exchange” under Section 1031 of the Code, or an involuntary conversion under Section 1033 of the Code, or other transaction (including, but not limited to, a contribution of property to any entity that qualifies for the non-recognition of gain under Section 721 or Section 351 of the Code, or a merger or consolidation of the Partnership with or into another entity that qualifies for taxation as a “partnership” for federal income tax purposes (a “Successor Partnership”)) that, as to each of the foregoing, does not result in the recognition of any taxable income or gain to any Protected Partner with respect to any of the OP Units; provided, however, that in the case of a “like-kind exchange” under Section 1031 of the Code, if such exchange is with a “related party” within the meaning of Section 1031(0(3) of the Code, any direct or indirect disposition by such related party of the Gain Limitation Property or any other transaction prior to the expiration of the two (2) year period following such exchange that would cause Section 1031(0(1) of the Code to apply with respect to such Gain Limitation Property (including by reason of the application of Section 1031(0(4) of the Code) shall be considered a violation of this Section 2.1 by the Partnership.

Exceptions Where No Gain Recognized. Notwithstanding the restriction restrictions set forth in this Section 2.1, the Partnership and any Subsidiary may dispose of any Gain Limitation Protected Property (or any an interest therein) if and to the extent that such disposition qualifies as a “like-kind exchange” exchange under Section 1031 of the Code, or an involuntary conversion under Section 1033 of the Code, or other transaction (including, but not limited to, a contribution of property to any entity that qualifies for the non-recognition of gain under Section 721 or Section 351 of the Code, or a merger or consolidation of the Partnership with or into another entity that qualifies for taxation as a “partnership” for U.S. federal income tax purposes (a “Successor Partnership”)) that, as to each of the foregoing, that does not result (in the year of such disposition or in a later year within the Tax Protection Period) in the recognition of any taxable income or gain Protected Gain to any a Protected Partner with respect to any of the OP Units; providedPartner. In further clarification thereof, however, that in the case of a “Section 1031 like-kind exchange” under Section 1031 of the Code, if such exchange is with a “related partyperson” within the meaning of Section 1031(0(31031(f)(3) of the Code, any direct or indirect disposition by such related party person of the Gain Limitation Protected Property or any other transaction prior to the expiration of the two (2) year period following such exchange and within the Tax Protection Period that would cause Section 1031(0(11031(f)(1) of the Code to apply with respect to such Gain Limitation Protected Property (including by reason of the application of Section 1031(0(41031(f)(4) of the Code) and a result of which a Protected Partner recognizes Protected Gain shall be considered a violation of this Section 2.1 by the Partnership.

Exceptions Where No Gain Recognized. Notwithstanding the restriction restrictions set forth in this Section 2.1, the Partnership and any or a Subsidiary may dispose of any Gain Limitation Protected Property (or any an interest therein) ), and Article 4 shall not apply thereto, if and to the extent that such disposition qualifies as a “like-kind exchange” exchange under Section 1031 of the Code, or an involuntary conversion under Section 1033 of the Code, or other transaction (including, but not limited to, a contribution of property to any entity that qualifies for the non-recognition of gain under Section 721 or Section 351 of the Code, or a merger or consolidation of the Partnership with or into another entity that qualifies for taxation as a “partnership” for federal income tax purposes (a “Successor Partnership”)) that, as to each of the foregoing, that does not result (in the year of such disposition or in a later year within the Tax Protection Period) in the recognition of any taxable income or gain Protected Gain to any a Protected Partner with respect to any of the OP Units; provided, however, that Partner. In further clarification thereof in the case of a “Section 1031 like-kind exchange” under Section 1031 of the Code, if such exchange is with a “related party” within the meaning of Section 1031(0(31031(f)(3) of the Code, any direct or indirect disposition by such related party of the Gain Limitation Protected Property or any other transaction prior to the expiration of the two (2) year 2)-year period following such exchange and within the Tax Protection Period that would cause Section 1031(0(11031(f)(1) of the Code to apply with respect to such Gain Limitation Protected Property (including by reason of the application of Section 1031(0(41031(f)(4) of the Code) and a result of which is to cause a Protected Partner to recognize Protected Gain shall be considered a violation of this Section 2.1 by the Partnership.