Common use of Indemnity Payment Mechanics Clause in Contracts

Indemnity Payment Mechanics. If the Operating Partnership enters into a transaction that could result in liability under this Section 1.9, then (i) at least sixty (60) days prior to the anticipated closing date of such transaction, the Operating Partnership shall provide written notice of such transaction to Contributor (including a reasonably detailed description of such transaction) and (ii) on or before April 1st of the year in which Contributor would first be responsible for any tax obligation associated with such transaction, the Operating Partnership shall pay to Contributor the amounts required by this Section 1.9 and shall provide to Contributor the Operating Partnership's calculation of the amount paid. If Contributor is obligated to make any interim or other tax payment with respect to such a transaction prior to April 15th of the year in which Contributor would first be responsible for any tax associated with such transaction, then Contributor shall notify the Operating Partnership of such tax obligation no later than thirty-five (35) days prior to the date Contributor is required to make such payment, and the Operating Partnership shall pay to Contributor the amounts required by this Section 1.9 and shall provide to Contributor the Operating Partnership's calculation of the amount paid no later than five (5) days prior to the date Contributor is required to pay such tax obligation.

Appears in 4 contracts

Samples: Contribution Agreement (BioMed Realty Trust Inc), Contribution Agreement (BioMed Realty Trust Inc), Contribution Agreement (BioMed Realty Trust Inc)

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Indemnity Payment Mechanics. If the Operating Partnership enters into completes a transaction that could would result in liability under this Section 1.9, then (i) at least sixty (60) days prior to on or before the anticipated closing date of such transactiontransaction is completed, the Operating Partnership shall provide written notice of such transaction to Contributor (including a reasonably detailed description of such transaction) and (ii) on or before April 1st of the year in which Contributor would first be responsible for any tax obligation associated with such transaction, the Operating Partnership shall pay to Contributor the amounts required by this Section 1.9 and shall provide to Contributor the Operating Partnership's calculation of the amount paid. If Contributor is obligated to make any interim or other tax payment with respect to such a transaction prior to April 15th of the year in which Contributor would first be responsible for any tax associated with such transaction, then Contributor shall notify the Operating Partnership of such tax obligation no later than thirty-five (35) days prior to the date Contributor is required to make such payment, and the Operating Partnership shall pay to Contributor the amounts required by this Section 1.9 and shall provide to Contributor the Operating Partnership's calculation of the amount paid no later than five (5) days prior to the date Contributor is required to pay such tax obligation.

Appears in 1 contract

Samples: Contribution Agreement (BioMed Realty Trust Inc)

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