Common use of Indemnification for Taxable Transfers Clause in Contracts

Indemnification for Taxable Transfers. (a) In the event of a Tax Protection Period Transfer described in ‎Section 2.1(a), each Protected Partner shall receive from the Operating Partnership an amount of cash equal to the Make Whole Amount applicable to such Tax Protection Period Transfer. Any Make Whole Payments required under this ‎Section 2.2‎(a) shall be made to each Protected Partner on or before April 15 of the year following the year in which the Tax Protection Period Transfer took place; provided that, if the Protected Partner is required to make estimated tax payments that would include such gain, the Operating Partnership shall make payment to such Protected Partner on or before the due date for such estimated tax payment and such payment from the Operating Partnership shall be in an amount that corresponds to the estimated tax being paid by the Protected Partner at such time. (b) Notwithstanding any provision of this Agreement to the contrary, the sole and exclusive rights and remedies of any Protected Partner under ‎Section 2.1(a) shall be a claim against the Operating Partnership for the Make Whole Amount as set forth in this ‎Section 2.2, and no Protected Partner shall be entitled to pursue a claim for specific performance of the covenants set forth in ‎Section 2.1(a) or bring a claim against any person that acquires the Protected Property from the Operating Partnership in violation of ‎Section 2.1(a).

Indemnification for Taxable Transfers. (a) In the event of a Tax Protection Period Transfer described in ‎Section Section 2.1(a), each Protected Partner shall receive from the Operating Partnership an amount of cash equal to the Make Whole Amount applicable to such Tax Protection Period Transfer. Any Make Whole Payments required under this ‎Section 2.2‎(aSection 2.2(a) shall be made to each Protected Partner on or before April 15 of the year following the year in which the Tax Protection Period Transfer took place; provided that, if the Protected Partner is required to make estimated tax payments that would include such gain, the Operating Partnership shall make payment to such Protected Partner on or before the due date for such estimated tax payment and such payment from the Operating Partnership shall be in an amount that corresponds to the estimated tax being paid by the Protected Partner at such time. (b) Notwithstanding any provision of this Agreement to the contrary, the sole and exclusive rights and remedies of any Protected Partner under ‎Section Section 2.1(a) shall be a claim against the Operating Partnership for the Make Whole Amount as set forth in this ‎Section 2.2Agreement, and no Protected Partner shall be entitled to pursue a claim for specific performance of the covenants set forth in ‎Section Section 2.1(a) or bring a claim against any person that acquires the Protected Property from the Operating Partnership in violation of ‎Section Section 2.1(a). (c) The parties acknowledge that one or more Protected Partners may recognize taxable gain in connection with the transfer of the Protected Property to the Operating Partnership. The parties acknowledge that notwithstanding any provision hereof, any such recognized gain shall not be subject to the indemnification provisions of this Agreement and shall not be included in the calculation of Section 704(c) gain.

Indemnification for Taxable Transfers. (a) In the event of a Tax Protection Period Transfer described in ‎Section Section 2.1(a), each Protected Partner shall receive from the Operating Partnership an amount of cash equal to the Make Whole Amount applicable to such Tax Protection Period Transfer. Any Make Whole Payments required under this ‎Section 2.2‎(aSection 2.2(a) shall be made to each Protected Partner on or before April 15 of the year following the year in which the Tax Protection Period Transfer took place; provided that, if the Protected Partner is required to make estimated tax payments that would include such gain, the Operating Partnership shall make payment to such Protected Partner on or before the due date for such estimated tax payment and such payment from the Operating Partnership shall be in an amount that corresponds to the estimated tax being paid by the Protected Partner at such time. (b) Notwithstanding any provision of this Agreement to the contrary, the sole and exclusive rights and remedies of any Protected Partner under ‎Section Section 2.1(a) shall be a claim against the Operating Partnership for the Make Whole Amount as set forth in this ‎Section Section 2.2, and no Protected Partner shall be entitled to pursue a claim for specific performance of the covenants set forth in ‎Section Section 2.1(a) or bring a claim against any person that acquires the Protected Property from the Operating Partnership in violation of ‎Section Section 2.1(a).