Common use of General Prohibition on Disposition of Protected Properties Clause in Contracts

General Prohibition on Disposition of Protected Properties. The REIT and the Partnership agree for the benefit of the Protected Partners, for the term of the Tax Protection Period and without the consent of Xxxxxxx X. Xxxxxx not to directly or indirectly sell, exchange, transfer, or otherwise dispose of a Protected Property or any interest therein (without regard to whether such disposition is voluntary or involuntary) in a transaction that would cause a Protected Partner to recognize any Protected Gain. Without limiting the foregoing, (i) any transaction or event which would cause a Protected Partner to recognize or be allocated gain for federal income tax purposes with respect to any Protected Property or any direct or indirect interest therein will be treated as a disposition of a Protected Property, and (ii) a disposition shall include any transfer, voluntary or involuntary, in a foreclosure proceeding, pursuant to a deed in lieu of foreclosure, or in a bankruptcy proceeding. Notwithstanding anything in this Agreement to the contrary, this Article 2 shall not apply to a condemnation or other taking of any Protected Property or any direct or indirect interest therein by a governmental entity or authority in an eminent domain proceeding. However, if a transfer of a Protected Property or any direct or indirect interest therein occurs pursuant to the preceding sentence, the Partnership shall use its best efforts to qualify such transfer as an involuntary conversion under Section 1033 of the Code that does not result in the recognition of Protected Gain by a Protected Partner.

General Prohibition on Disposition of Protected Properties. The REIT REIT, the Partnership and the Subsidiary Partnership agree for the benefit of each Protected Partner (and the Protected PartnersIndirect Owners thereof), for the term of the Tax Protection Period and without the consent of Xxxxxxx X. Xxxxxx applicable with respect to a Protected Property, not to directly or indirectly sell, exchange, transfer, or otherwise dispose of such a Protected Property or any interest therein (without regard to whether such disposition is voluntary or involuntary) in a transaction that would cause a any of the Protected Partner Partners (or Indirect Owners thereof) to recognize any Protected Gain. Without limiting the foregoing, the term "sale, exchange, transfer or disposition" by the Partnership shall be deemed to include, and the prohibition shall extend to: (ia) any transaction direct or event which would cause a Protected Partner to recognize indirect disposition by any direct or be allocated gain for federal income tax purposes with respect to indirect Subsidiary of any Protected Property or any interest therein; (b) any direct or indirect disposition by the Partnership or the Subsidiary Partnership of any Protected Property (or any direct or indirect interest therein will be treated as a disposition therein) that is subject to Section 704(c)(1)(B) of the Code and the Treasury Regulations thereunder; and (c) any distribution by the Partnership or the Subsidiary Partnership to a Protected PropertyPartner that is subject to Section 737 of the Code and the Treasury Regulations thereunder; Without limiting the foregoing, and (ii) a disposition shall include any transfer, voluntary or involuntary, in a foreclosure proceeding, pursuant to a deed in lieu of foreclosure, or in a bankruptcy proceeding. Notwithstanding anything in this Agreement to the contrary, this Article 2 shall not apply to a condemnation or other taking of any Protected Property or any direct or indirect interest therein by a governmental entity or authority in an eminent domain proceeding. However, if a transfer of a Protected Property or any direct or indirect interest therein occurs pursuant to the preceding sentence, the Partnership shall use its best efforts to qualify such transfer as an involuntary conversion under Section 1033 of the Code that does not result in the recognition of Protected Gain by a Protected Partner.

General Prohibition on Disposition of Protected Properties. The REIT and the Partnership agree for the benefit of the Protected Partners, for the term of the Tax Protection Period and without the consent of Xxxxxxx X. Xxxxxx each Protected Partner not to directly or indirectly sell, exchange, transfer, or otherwise dispose of a Protected Property or any interest therein (without regard to whether such disposition is voluntary or involuntary) in a transaction that would cause a Protected Partner to recognize any Protected Gain. Without limiting the foregoing, (i) any transaction or event which would cause a Protected Partner to recognize or be allocated gain for federal income tax purposes with respect to any Protected Property or any direct or indirect interest therein will be treated as a disposition of a Protected Property, and (ii) a disposition shall include any transfer, voluntary or involuntary, in a foreclosure proceeding, pursuant to a deed in lieu of foreclosure, or in a bankruptcy proceeding. Notwithstanding anything in this Agreement to the contrary, this Article 2 shall not apply to a condemnation or other taking of any Protected Property or any direct or indirect interest therein by a governmental entity or authority in an eminent domain proceeding. However, if a transfer of a Protected Property or any direct or indirect interest therein occurs pursuant to the preceding sentence, the Partnership shall use its best efforts to qualify such transfer as an involuntary conversion under Section 1033 of the Code that does not result in the recognition of Protected Gain by a Protected Partner.

General Prohibition on Disposition of Protected Properties. The REIT and the Partnership agree for the benefit of the Protected Partners, for the term of the Tax Protection Period and without the consent of Xxxxxxx X. Xxxxxx not to directly or indirectly sell, exchange, transfer, or otherwise dispose of a Protected Property or any interest therein (without regard to whether such disposition is voluntary or involuntary) in a transaction that would cause a Protected Partner to recognize any Protected Gain. Without limiting the foregoing, (i) any transaction or event which would cause a Protected Partner to recognize or be allocated gain for federal income tax purposes with respect to any Protected Property or any direct or indirect interest therein will be treated as a disposition of a Protected Property, and (ii) a disposition shall include any transfer, voluntary or involuntary, in a foreclosure proceeding, pursuant to a deed in lieu of foreclosure, or in a bankruptcy proceeding. Notwithstanding anything in this Agreement to the contrary, this Article 2 shall not apply to a condemnation or other taking of any Protected Property or any direct or indirect interest therein by a governmental entity or authority in an eminent domain proceeding. However, if a transfer of a Protected Property or any direct or indirect interest therein occurs pursuant to the preceding sentence, the Partnership shall use its best efforts to qualify such transfer as an involuntary conversion under Section 1033 of the Code that does not result in the recognition of Protected Gain by a Protected Partner.. AMR-322277-v8 3 80-20710681