Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner or its officers, directors, employees or agents pursuant to Section 7.4 or 7.7 would constitute gross income to the General Partner for purposes of Sections 856(c)(2) or 856(c)(3) of the Code (a "General Partner Payment") then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments for any fiscal year shall not exceed the lesser of: (i) an amount equal to the excess, if any, of (a) 4.17% of the General Partner's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or (ii) an amount equal to the excess, if any, of (a) 25% of the General Partner's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments); provided, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; provided, however, that such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; provided, further, that (a) as General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any and (b) with respect to carry over amounts for more than one Partnership Year, such payments shall be applied to the earliest Partnership Year first.
Appears in 14 contracts
Samples: Agreement of Limited Partnership (Amb Property Lp), Agreement of Limited Partnership (Amb Property Corp), Agreement of Limited Partnership (Amb Property Corp)
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner or any of its officers, directorstrustees, employees or agents pursuant to Section 7.4 or Section 7.7 would constitute gross income to the General Partner for purposes of Sections Section 856(c)(2) or 856(c)(3) of the Code (a "“General Partner Payment"”) then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments Payment for any fiscal year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.174% of the General Partner's ’s total gross income (within the meaning of Section 856(c)(3) of the Code but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through though (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) an amount equal to the excess, if any, any of (a) 2524% of the General Partner's ’s total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the CodeCode but not including the amount of any General Partner Payments) derived by the General Partner from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments)Code; provided, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's ’s ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; , provided, however, that such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; provided, provided further, that (ai) as General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any any, and (bii) with respect to carry over amounts for more than one Partnership Fiscal Year, such payments shall be applied to the earliest Partnership Fiscal Year first.
Appears in 9 contracts
Samples: Limited Partnership Agreement (Tarantula Ventures LLC), Limited Partnership Agreement (Kite Realty Group Trust), Limited Partnership Agreement (Carramerica Realty Corp)
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner or its officers, directors, employees or agents pursuant to Section 7.4 7.04 or 7.7 Section 7.07 hereof would constitute gross income to the General Partner Entity for purposes of Sections Section 856(c)(2) or 856(c)(3) of the Code (a "“General Partner Payment"”) then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments for any fiscal year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.174.20% of the General Partner's Partner Entity’s total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through though (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner Entity from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) an amount equal to the excess, if any, any of (a) 25% of the General Partner's Partner Entity’s total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code) derived by the General Partner Entity from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments); provided, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General PartnerPartner Entity, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's Partner Entity’s ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; , provided, however, that such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; provided, further, that (ai) as General Partner Payments are made, such payments shall be applied first to carry over carryover amounts outstanding, if any any, and (bii) with respect to carry over carryover amounts for more than one Partnership Year, such payments shall be applied to the earliest Partnership Year first.
Appears in 5 contracts
Samples: Agreement of Limited Partnership (Gramercy Property Trust Inc.), Limited Partnership Agreement (Gramercy Property Trust Inc.), Limited Partnership Agreement (Gramercy Capital Corp)
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner or its officers, directors, employees or agents pursuant to Section 7.4 7.04 or 7.7 Section 7.07 hereof would constitute gross income to the General Partner for purposes of Sections Section 856(c)(2) or 856(c)(3) of the Code (a "“General Partner Payment"”) then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments for any fiscal year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.174.20% of the General Partner's ’s total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through though (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) an amount equal to the excess, if any, any of (a) 25% of the General Partner's ’s total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments); provided, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's ’s ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; , provided, however, that such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; provided, further, that (ai) as General Partner Payments are made, such payments shall be applied first to carry over carryover amounts outstanding, if any any, and (bii) with respect to carry over carryover amounts for more than one Partnership Year, such payments shall be applied to the earliest Partnership Year first.
Appears in 5 contracts
Samples: Limited Partnership Agreement (Cb Richard Ellis Realty Trust), Limited Partnership Agreement (Cb Richard Ellis Realty Trust), Limited Partnership Agreement (Cb Richard Ellis Realty Trust)
Limitation to Preserve REIT Status. To the extent that any amount paid paid, credited or credited distributed to the General Partner or its officers, directors, employees or agents pursuant to Section Sections 7.4 or 7.7 would constitute gross income to the General Partner for purposes of Sections 856(c)(2) or 856(c)(3) of the Code (a "“General Partner Payment"”) then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments for any fiscal year Partnership Year shall not exceed the lesser of:
(i) A. an amount equal to the excess, if any, of (a) 4.174.9% of the General Partner's ’s total gross income (but not including the amount of any General Partner Payments) for the fiscal year Partnership Year which is described in subsections (A) through (HI) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (HI) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) B. an amount equal to the excess, if any, of (a) 2524% of the General Partner's ’s total gross income (but not including the amount of any General Partner Payments) for the fiscal year Partnership Year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments); provided, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's ’s ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year Partnership Year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; Partnership Year, provided, however, that such amounts shall not carry over for more than five three years, and if not paid within such five three-year period, shall expire; provided, further, that (a) as and shall no longer be due and payable. The purpose of the limitations contained in this Section 15.11 is to prevent the General Partner Payments are madefrom failing to qualify as a REIT under the Code by reason of the General Partner’s share of items, such payments including distributions, reimbursements, fees, expenses or indemnities, receivable directly or indirectly from the Partnership, and this Section 15.11 shall be applied first to carry over amounts outstanding, if any interpreted and (b) with respect to carry over amounts for more than one Partnership Year, such payments shall be applied to the earliest Partnership Year firsteffectuate such purpose.
Appears in 5 contracts
Samples: Limited Partnership Agreement (Excel Trust, Inc.), Limited Partnership Agreement (Shearson American REIT, Inc.), Limited Partnership Agreement (Excel Trust, Inc.)
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner or its officers, directors, employees or agents pursuant to Section 7.4 or 7.7 would constitute gross income to the General Partner for purposes of Sections 856(c)(2) or 856(c)(3) of the Code (a "“General Partner Payment"”) then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments for any fiscal year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.17% of the General Partner's ’s total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) an amount equal to the excess, if any, of (a) 25% of the General Partner's ’s total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments); provided, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's ’s ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; provided, however, that such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; provided, further, that (a) as General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any and (b) with respect to carry over amounts for more than one Partnership Year, such payments shall be applied to the earliest Partnership Year first.
Appears in 5 contracts
Samples: Agreement of Limited Partnership (Prologis, L.P.), Limited Partnership Agreement (Amb Property Lp), Agreement of Limited Partnership (Amb Property Corp)
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner or any of its officers, directorstrustees, employees or agents pursuant to Section 7.4 or Section 7.7 would constitute gross income to the General Partner for purposes of Sections Section 856(c)(2) or 856(c)(3) of the Code (a "“General Partner Payment"”) then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments Payment for any fiscal year Fiscal Year shall not exceed the lesser of:
(i) A. an amount equal to the excess, if any, of (a) 4.174% of the General Partner's ’s total gross income (but not including the amount of any General Partner PaymentsPayment) for the fiscal year which is described in subsections (A) through (H) of Section 856(c)(2) of the Code Fiscal Year over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (HI) of Section 856(c)(2) of the Code (but not including the amount of any General Partner PaymentsPayment); or
(ii) B. an amount equal to the excess, if any, any of (a) 2524% of the General Partner's ’s total gross income (but not including the amount of any General Partner PaymentsPayment) for the fiscal year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code Fiscal Year over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner PaymentsPayment); provided, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (i) paragraphs A. and (ii) B. above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's ’s ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year any Fiscal Year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following yearFiscal Year; provided, provided however, that such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; provided, further, that (ai) as General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any any, and (bii) with respect to carry over amounts for more than one Partnership Fiscal Year, such payments shall be applied to the earliest Partnership Fiscal Year first.
Appears in 4 contracts
Samples: Agreement of Limited Partnership (InfraREIT, Inc.), Limited Partnership Agreement (InfraREIT, Inc.), Limited Partnership Agreement (InfraREIT, Inc.)
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner or its officers, directors, employees or agents pursuant to Section Sections 7.4 or 7.7 would constitute gross income to the General Partner for purposes of Sections 856(c)(2) or 856(c)(3) of the Code (a "“General Partner Payment"”) then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments for any fiscal year shall not exceed the lesser of:
(i) A. an amount equal to the excess, if any, of (a) 4.17% of the General Partner's ’s total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) B. an amount equal to the excess, if any, of (a) 25% of the General Partner's ’s total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments); provided, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's ’s ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; , provided, however, that such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; provided, provided further, that (ai) as General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any any, and (bii) with respect to carry over amounts for more than one Partnership Year, such payments shall be applied to the earliest Partnership Year first.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Kilroy Realty, L.P.), Agreement of Limited Partnership (Kilroy Realty, L.P.), Agreement of Limited Partnership (Kilroy Realty, L.P.)
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner Entity or any of its officers, directorstrustees, employees or agents pursuant to Section 7.4 or Section 7.7 would constitute gross income to the General Partner Entity for purposes of Sections Section 856(c)(2) or 856(c)(3) of the Code (a "“General Partner Payment"”) then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments Payment for any fiscal year Fiscal Year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.174% of the General Partner's Partner Entity’s total gross income (within the meaning of Section 856(c)(3) of the Code but not including the amount of any General Partner Payments) for the fiscal year Fiscal Year which is described in subsections (A) through though (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner Entity from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) an amount equal to the excess, if any, any of (a) 2524% of the General Partner's Partner Entity’s total gross income (but not including the amount of any General Partner Payments) for the fiscal year Fiscal Year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the CodeCode but not including the amount of any General Partner Payments) derived by the General Partner Entity from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments)Code; provided, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General PartnerPartner Entity, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's Partner Entity’s ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year given Fiscal Year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; provided, however, that such amounts shall not carry over for more than five years(5) Fiscal Years, and if not paid within such five year (5) Fiscal Year period, shall expire; provided, further, and provided further that (ai) as General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any any, and (bii) with respect to carry over amounts for more than one Partnership Fiscal Year, such payments shall be applied to the earliest Partnership Fiscal Year first.
Appears in 4 contracts
Samples: Limited Partnership Agreement (American Homes 4 Rent), Limited Partnership Agreement (RLJ Lodging Trust), Limited Partnership Agreement (Chesapeake Lodging Trust)
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner or its officers, directors, employees or agents pursuant to Section 7.4 or Section 7.7 would constitute gross income to the General Partner for purposes of Sections 856(c)(2) or 856(c)(3) of the Code (a "General Partner Payment") then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments for any fiscal year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.17% of the General Partner's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) an amount equal to the excess, if any, of (a) 25% of the General Partner's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments); provided, however, that General Partner Payments in excess of the amounts set -------- ------- forth in subparagraphs (i) and (ii) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; , provided, however, that -------- ------- such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; provided, provided further, that (ai) as -------- ------- General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any any, and (bii) with respect to carry over amounts for more than one Partnership Year, such payments shall be applied to the earliest Partnership Year first.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Kilroy Realty Corp), Agreement of Limited Partnership (Kilroy Realty Corp), Limited Partnership Agreement (Kilroy Realty Corp)
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner or its any of their officers, directors, trustees, employees or agents pursuant to Section 7.4 or Section 7.7 would constitute gross income to the General Partner for purposes of Sections Section 856(c)(2) or 856(c)(3) of the Code (a "General Partner Payment") then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments Payment for any fiscal year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.174.20% of the General Partner's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through though (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) an amount equal to the excess, if any, any of (a) 25% of the General Partner's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments); provided, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; , provided, however, that such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; provided, provided further, that (ai) as General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any any, and (bii) with respect to carry over amounts for more than one Partnership Year, such payments shall be applied to the earliest Partnership Year first.
Appears in 3 contracts
Samples: Limited Partnership Agreement (LaSalle Hotel Properties), Limited Partnership Agreement (Lasalle Hotel Properties), Limited Partnership Agreement (Lasalle Hotel Properties)
Limitation to Preserve REIT Status. To Notwithstanding anything else in this Agreement, with respect to any period in which the General Partner has elected to be treated as a REIT for federal income tax purposes, to the extent that any amount paid paid, credited, distributed or credited reimbursed by the Partnership to the General Partner or its officers, directors, employees or agents pursuant to Section 7.4 or Section 7.7 hereof, would constitute gross income to the General Partner for purposes of Sections Section 856(c)(2) or 856(c)(3) of the Code (a "“General Partner Payment"”) then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments Payments, as selected by the General Partner in its sole and absolute discretion from among items of potential distribution, reimbursement, fees, expenses and indemnities, shall be reduced for any fiscal year Partnership Year so that the General Partner Payments, as so reduced, for or with respect to the General Partner shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.174.9% of the General Partner's ’s total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (HI) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) an amount equal to the excess, if any, any of (a) 2524.9% of the General Partner's ’s total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code) derived by the General Partner (if it is to be qualified as a REIT) from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments); provided, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above of this Section 15.13 may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's ’s ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year Partnership Year due to the foregoing limitationslimitations set forth in this Section 15.13, such General Partner Payments shall carry over and be treated as arising in the following yearPartnership Year, if such carry over does not adversely affect the General Partner’s ability to qualify as a REIT (if it is to be qualified as a REIT); provided, however, that such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; provided, further, that (ai) as General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any any, and (bii) with respect to carry over amounts for more than one (1) Partnership Year, such payments shall be applied to the earliest Partnership Year first. The purpose of the limitations contain in this Section 15.13 is to prevent the General Partner from failing to qualify as a REIT by reason of the General Partner’s share of items, including distributions, reimbursements, fees, expenses or indemnities, receivable directly or indirectly, from the Partnership, and this Section 15.13 shall be interpreted and applied to effectuate such purpose.
Appears in 2 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement (Clipper Realty Inc.)
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner or any of its officers, directors, employees or agents pursuant to Section Sections 7.4 or 7.7 would constitute gross income to the General Partner for purposes of Sections 856(c)(2) or 856(c)(3) of the Code (a "“General Partner Payment"”) then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments Payment for any fiscal year Fiscal Year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.174% of the General Partner's ’s total gross income (within the meaning of Section 856(c)(3) of the Code but not including the amount of any General Partner Payments) for the fiscal year Fiscal Year which is described in subsections (A) through though (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) an amount equal to the excess, if any, any of (a) 2524% of the General Partner's ’s total gross income (but not including the amount of any General Partner Payments) for the fiscal year Fiscal Year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the CodeCode but not including the amount of any General Partner Payments) derived by the General Partner from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments)Code; provided, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's ’s ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year given Fiscal Year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; provided, however, that such amounts shall not carry over for more than five years(5) Fiscal Years, and if not paid within such five year (5) Fiscal Year period, shall expire; provided, further, and provided further that (ai) as General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any any, and (bii) with respect to carry over amounts for more than one Partnership Fiscal Year, such payments shall be applied to the earliest Partnership Fiscal Year first.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Pillarstone Capital Reit), Limited Partnership Agreement (Whitestone REIT)
Limitation to Preserve REIT Status. To the extent that any the amount paid or credited to the General Partner or its officers, directors, employees or agents pursuant to Section 7.4 or Section 7.7 would constitute gross income to the Initial General Partner for purposes of Sections 856(c)(2) or 856(c)(3) of the Code (a "General Partner “GP Payment"”) then, notwithstanding any other provision of this Agreement, the amount of such General Partner GP Payments for any fiscal year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.17% of the Initial General Partner's ’s total gross income (but not including the amount of any General Partner GP Payments) for the fiscal year which is described in subsections (A) through (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the Initial General Partner from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner GP Payments); or
(ii) an amount equal to the excess, if any, of (a) 25% of the Initial General Partner's ’s total gross income (but not including the amount of any General Partner GP Payments) for the fiscal year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code) derived by the Initial General Partner from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner GP Payments); provided, however, that General Partner GP Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the Initial General Partner's ’s ability to qualify as a REIT. To the extent General Partner GP Payments may not be made in a year due to the foregoing limitations, such General Partner GP Payments shall carry over and be treated as arising in the following year; provided, however, that such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; provided, further, that (a) as General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any and (b) with respect to carry over amounts for more than one Partnership Year, such payments shall be applied to the earliest Partnership Year first.. [SIGNATURES TO APPEAR ON FOLLOWING PAGES]
Appears in 2 contracts
Samples: Limited Partnership Agreement (Tanger Factory Outlet Centers Inc), Limited Partnership Agreement (Tanger Properties LTD Partnership /Nc/)
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner or any of its officers, directors, trustees, employees or agents pursuant to Section 7.4 or Section 7.7 would constitute gross income to the General Partner for purposes of Sections Section 856(c)(2) or 856(c)(3) of the Code (a "“General Partner Payment"”) then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments Payment for any fiscal year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.174.20% of the General Partner's ’s total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through though (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) an amount equal to the excess, if any, any of (a) 25% of the General Partner's ’s total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments); provided, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's ’s ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; , provided, however, that such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; provided, provided further, that (ai) as General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any any, and (bii) with respect to carry over amounts for more than one Partnership Year, such payments shall be applied to the earliest Partnership Year first.
Appears in 2 contracts
Samples: Agreement of Limited Partnership (Host Hotels & Resorts, Inc.), Limited Partnership Agreement (Host Hotels & Resorts L.P.)
Limitation to Preserve REIT Status. To the extent that any the amount paid or credited to the General Partner or its officers, directors, employees or agents pursuant to Section 7.4 or Section 7.7 would constitute gross income to the Initial General Partner for purposes of Sections 856(c)(2) or 856(c)(3) of the Code (a "General Partner “GP Payment"”) then, notwithstanding any other provision of this Agreement, the amount of such General Partner GP Payments for any fiscal year Partnership Year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.17% of the Initial General Partner's ’s total gross income (but not including the amount of any General Partner GP Payments) for the fiscal year Partnership Year which is described in subsections (A) through (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the Initial General Partner from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner GP Payments); or
(ii) an amount equal to the excess, if any, of (a) 25% of the Initial General Partner's ’s total gross income (but not including the amount of any General Partner GP Payments) for the fiscal year Partnership Year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code) derived by the Initial General Partner from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner GP Payments); provided, however, that General Partner GP Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the Initial General Partner's ’s ability to qualify as a REIT. To the extent General Partner GP Payments may not be made in a year due to the foregoing limitations, such General Partner GP Payments shall carry over and be treated as arising in the following year; provided, however, that such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; provided, further, that (a) as General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any and (b) with respect to carry over amounts for more than one Partnership Year, such payments shall be applied to the earliest Partnership Year first.. NY\5888591.8
Appears in 2 contracts
Samples: Limited Partnership Agreement (Tanger Properties LTD Partnership /Nc/), Limited Partnership Agreement (Tanger Properties LTD Partnership /Nc/)
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner or any of its officers, directors, trustees, employees or agents pursuant to Section 7.4 or Section 7.7 would constitute gross income to the General Partner for purposes of Sections Section 856(c)(2) or 856(c)(3) of the Code (a "General Partner Payment") then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments Payment for any fiscal year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.174.20% of the General Partner's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through though (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) an amount equal to the excess, if any, any of (a) 25% of the General Partner's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments); provided, however, that General Partner Payments in excess of the ----------------- amounts set forth in subparagraphs (i) and (ii) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; , provided, --------- however, that such amounts shall not carry over for more than five years, and if ------- not paid within such five year period, shall expire; provided, provided further, that (ai) ---------------- as General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any any, and (bii) with respect to carry over amounts for more than one Partnership Year, such payments shall be applied to the earliest Partnership Year first.
Appears in 2 contracts
Samples: Agreement of Limited Partnership (Host Marriott L P), Agreement of Limited Partnership (Host Marriott Trust)
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner or any of its officers, directors, trustees, employees or agents pursuant to Section 7.4 or Section 7.7 would constitute gross income to the General Partner for purposes of Sections Section 856(c)(2) or 856(c)(3) of the Code (a "General Partner Payment") then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments Payment for any fiscal year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.174.20% of the General Partner's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through though (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) an amount equal to the excess, if any, any of (a) 25% of the General Partner's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments); provided, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; , provided, however, that such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; provided, provided further, that (ai) as General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any any, and (bii) with respect to carry over amounts for more than one Partnership Year, such payments shall be applied to the earliest Partnership Year first.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Eldertrust), Limited Partnership Agreement (National Health Realty Inc)
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner or any of its officers, directorstrustees, employees or agents pursuant to Section 7.4 or Section 7.7 would constitute gross income to the General Partner for purposes of Sections Section 856(c)(2) or 856(c)(3) of the Code (a "General Partner Payment") then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments Payment for any fiscal year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.174% of the General Partner's total gross income (within the meaning of Section 856(c)(3) of the Code but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through though (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) an amount equal to the excess, if any, any of (a) 2524% of the General Partner's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the CodeCode but not including the amount of any General Partner Payments) derived by the General Partner from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments)Code; provided, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; , provided, however, that such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; provided, provided further, that (ai) as General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any any, and (bii) with respect to carry over amounts for more than one Partnership Fiscal Year, such payments shall be applied to the earliest Partnership Fiscal Year first.
Appears in 1 contract
Samples: Limited Partnership Agreement (Kite Realty Group Trust)
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner or its officers, directors, employees or agents pursuant to Section 7.4 7.04 or 7.7 Section 7.07 hereof would constitute gross income to the General Partner Entity for purposes of Sections Section 856(c)(2) or 856(c)(3) of the Code (a "General Partner Payment") then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments for any fiscal year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.174.20% of the General PartnerPartner Entity's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through though (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner Entity from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) an amount equal to the excess, if any, any of (a) 25% of the General PartnerPartner Entity's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code) derived by the General Partner Entity from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments); provided, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General PartnerPartner Entity, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General PartnerPartner Entity's ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; , provided, however, that such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; provided, further, that (ai) as General Partner Payments are made, such payments shall be applied first to carry over carryover amounts outstanding, if any any, and (bii) with respect to carry over carryover amounts for more than one Partnership Year, such payments shall be applied to the earliest Partnership Year first.
Appears in 1 contract
Samples: Limited Partnership Agreement (Gramercy Capital Corp)
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner or its officers, directors, employees or agents pursuant to Section 7.4 or Section 7.7 would constitute gross income to the General Partner for purposes of Sections 856(c)(2) or 856(c)(3) of the Code (a "General Partner Payment") then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments for any fiscal year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.17% of the General Partner's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) an amount equal to the excess, if any, of (a) 25% of the General Partner's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments); provided, however, that General Partner Payments in excess of the amounts set -------- ------- forth in subparagraphs (i) and (ii) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; , provided, however, -------- ------- that such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; provided, provided further, that (ai) as -------- ------- General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any any, and (bii) with respect to carry over amounts for more than one Partnership Year, such payments shall be applied to the earliest Partnership Year first.
Appears in 1 contract
Samples: Limited Partnership Agreement (National Golf Properties Inc)
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner Entity or its any of their officers, directors, employees or agents pursuant to Section Sections 7.4 or 7.7 would constitute gross income to the General Partner Entity for purposes of Sections 856(c)(2) or 856(c)(3) of the Code (a "“General Partner Payment"”) then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments Payment for any fiscal year Fiscal Year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.174% of the General Partner's Partner Entity’s total gross income (within the meaning of Section 856(c)(3) of the Code but not including the amount of any General Partner Payments) for the fiscal year Fiscal Year which is described in subsections (A) through though (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner Entity from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) an amount equal to the excess, if any, any of (a) 2524% of the General Partner's Partner Entity’s total gross income (but not including the amount of any General Partner Payments) for the fiscal year Fiscal Year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the CodeCode but not including the amount of any General Partner Payments) derived by the General Partner Entity from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments)Code; provided, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General PartnerPartner Entity, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's Partner Entity’s ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year given Fiscal Year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; provided, however, that such amounts shall not carry over for more than five years(5) Fiscal Years, and if not paid within such five year (5) Fiscal Year period, shall expire; provided, further, and provided further that (ai) as General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any any, and (bii) with respect to carry over amounts for more than one Partnership Fiscal Year, such payments shall be applied to the earliest Partnership Fiscal Year first.
Appears in 1 contract
Samples: Limited Partnership Agreement (Jernigan Capital, Inc.)
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner or its officers, directors, employees or agents pursuant to Section 7.4 or Section 7.7 would constitute gross income to the General Partner for purposes of Sections 856(c)(2) or 856(c)(3) of the Code (a "General Partner Payment") then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments for any fiscal year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.17% of the General Partner's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) an amount equal to the excess, if any, of (a) 25% of the General Partner's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments); provided, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; , provided, however, that such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; provided, provided further, that (ai) as General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any any, and (bii) with respect to carry over amounts for more than one Partnership Year, such payments shall be applied to the earliest Partnership Year first.
Appears in 1 contract
Samples: Agreement of Limited Partnership (National Golf Properties Inc)
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner or its officers, directors, employees or agents pursuant to Section 7.4 or Section 7.7 would constitute gross income to the General Partner for purposes of Sections 856(c)(2) or 856(c)(3) of the Code (a "General Partner Payment") then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments for any fiscal year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.175% of the General Partner's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) an amount equal to the excess, if any, of (a) 25% of the General Partner's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of 50 56 the Code (but not including the amount of any General Partner Payments); provided, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; , provided, however, that such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; provided, provided further, that (ai) as General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any any, and (bii) with respect to carry over amounts for more than one Partnership Year, such payments shall be applied to the earliest Partnership Year first.
Appears in 1 contract
Samples: Limited Partnership Agreement (Hanover Capital Holdings Inc)
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner or its officers, directors, employees or agents pursuant to Section 7.4 or 7.7 7.6 hereof would constitute gross income to the General Partner for purposes of Sections 856(c)(2) or 856(c)(3) of the Code (a "“General Partner Payment"”) then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments for any fiscal Partnership taxable year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.17% of the General Partner's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the such General Partner Payments derived from sources other than those described in subsections (A) through (H) of at Section 856(c)(2) of the Code (but cannot including the amount of any General Partner Payments); or
(ii) an amount equal to the excess, if any, of (a) 25exceed 5% of the General Partner's total gross income (but not including the amount of any the General Partner Payments) Payments for the fiscal taxable year which is described in subsections and;
(A) through (I) of Section 856(c)(3) of the Code over (bB) the amount of gross income (within the meaning of Section 856(c)(3) of the Code) derived by the such General Partner Payments derived from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but cannot including exceed 25% of the total amount of any the General Partner Payments)Payments for the taxable year; provided, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (iA) and (iiB) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's ’s ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; provided, however, that such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; provided, provided further, that (a) as General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any and (b) with respect to carry over amounts for more than one Partnership Yeartaxable year, such payments shall be applied to the earliest Partnership Year taxable year first.
Appears in 1 contract
Samples: Limited Partnership Agreement (Prime Group Realty Trust)
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner or its officers, directors, employees or agents pursuant to Section 7.4 7.04 or 7.7 Section 7.07 hereof would constitute gross income to the General Partner Entity for purposes of Sections Section 856(c)(2) or 856(c)(3) of the Code (a "“General Partner Payment"”) then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments for any fiscal year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.174% of the General Partner's Partner Entity’s total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through though (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner Entity from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) an amount equal to the excess, if any, any of (a) 2524% of the General Partner's Partner Entity’s total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code) derived by the General Partner Entity from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments); provided, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General PartnerPartner Entity, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's Partner Entity’s ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; , provided, however, that such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; provided, further, that (ai) as General Partner Payments are made, such payments shall be applied first to carry over carryover amounts outstanding, if any any, and (bii) with respect to carry over carryover amounts for more than one Partnership Yearfiscal year, such payments shall be applied to the earliest Partnership Year fiscal year first.
Appears in 1 contract
Samples: Limited Partnership Agreement (Gramercy Property Trust)
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner or any of its officers, directorstrustees, employees or agents pursuant to Section 7.4 or Section 7.7 would constitute gross income to the General Partner for purposes of Sections Section 856(c)(2) or 856(c)(3) of the Code (a "“General Partner Payment"”) then, notwithstanding any other provision of this AgreementAgreement to the contrary, the amount of such General Partner Payments Payment for any fiscal year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.174% of the General Partner's ’s total gross income (within the meaning of Section 856(c)(2) of the Code but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through though (HI) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) an amount equal to the excess, if any, any of (a) 2524% of the General Partner's ’s total gross income (within the meaning of Section 856(c)(3) of the Code but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the CodeCode but not including the amount of any General Partner Payments) derived by the General Partner from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments)Code; provided, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's ’s ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; , provided, however, that such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; provided, provided further, that (ai) as General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any any, and (bii) with respect to carry over amounts for more than one Partnership Fiscal Year, such payments shall be applied to the earliest Partnership Fiscal Year first.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Gadsden Growth Properties, Inc.)
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner or any of its officers, directors, trustees, employees or agents pursuant to Section 7.4 or Section 7.7 would constitute gross income to the General Partner for purposes of Sections Section 856(c)(2) or 856(c)(3) of the Code (a "General Partner Payment") then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments Payment for any fiscal year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.174.20% of the General Partner's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through though (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the 66 General Partner from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) an amount equal to the excess, if any, any of (a) 25% of the General Partner's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments); providedNotwithstanding the foregoing, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; , provided, however, that such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; provided, provided further, that (ai) as General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any any, and (bii) with respect to carry over amounts for more than one Partnership Year, such payments shall be applied to the earliest Partnership Year first.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Presidio Golf Trust)
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner or its officers, directors, employees or agents pursuant to Section 7.4 or Section 7.7 would constitute gross income to the General Partner for purposes of Sections 856(c)(2) or 856(c)(3) of the Code (a "General Partner Payment") then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments for any fiscal year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.17% of the General Partner's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) an amount equal to the excess, if any, of (a) 25% of the General Partner's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments); providedPROVIDED, howeverHOWEVER, that General Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; provided, howeverPROVIDED, HOWEVER, that such amounts shall not carry over for more than five years, and if not paid within such five five-year period, shall expire; provided, furtherPROVIDED FURTHER, that (ai) as General Partner Payments are made, such payments shall be applied first to carry over carryover amounts outstanding, if any any, and (bii) with respect to carry over carryover amounts for more than one Partnership Year, such payments shall be applied to the earliest Partnership Year first.
Appears in 1 contract
Samples: Limited Partnership Agreement (Grove Real Estate Asset Trust)
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner or its officers, directors, employees or agents pursuant to Section 7.4 or 7.7 would constitute gross income to the General Partner for purposes of Sections 856(c)(2) or 856(c)(3) of the Code (a "General Partner Payment") then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments for any fiscal year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.17% of the General Partner's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) an amount equal to the excess, if any, of (a) 25% of the General Partner's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments); provided, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; provided, however, that such amounts shall not carry over for more than five years, and if not paid within such five year period, shall 73 81 expire; provided, further, that (a) as General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any and (b) with respect to carry over amounts for more than one Partnership Year, such payments shall be applied to the earliest Partnership Year first.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Amb Property Corp)
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner Entity or any of its officers, directorstrustees, employees or agents pursuant to Section 7.4 or Section 7.7 would constitute gross income to the General Partner Entity for purposes of Sections Section 856(c)(2) or 856(c)(3) of the Code (a "“General Partner Payment"”) then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments Payment for any fiscal year Fiscal Year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.174% of the General Partner's Partner Entity’s total gross income (within the meaning of Section 856(c)(3) of the Code but not including the amount of any General Partner Payments) for the fiscal year Fiscal Year which is described in subsections (A) through though (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner Entity from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) an amount equal to the excess, if any, any of (a) 2524% of the General Partner's Partner Entity’s total gross income (but not including the amount of any General Partner Payments) for the fiscal year Fiscal Year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the CodeCode but not including the amount of any General Partner Payments) derived by the General Partner Entity from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments)Code; provided, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General PartnerPartner Entity, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's Partner Entity’s ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year given Fiscal Year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; provided, however, that such amounts shall not carry over for more than five years(5) Fiscal Years, and if not paid within such five year (5) Fiscal Year period, shall expire; provided, further, that and provided further that
(ai) as General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any any, and (bii) with respect to carry over amounts for more than one Partnership Fiscal Year, such payments shall be applied to the earliest Partnership Fiscal Year first.
Appears in 1 contract
Samples: Agreement of Limited Partnership (RLJ Lodging Trust)
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner or its officers, directors, employees or agents pursuant to Section Sections 7.4 or 7.7 would constitute gross income to the General Partner for purposes of Sections 856(c)(2) or 856(c)(3) of the Code (a "General Partner Payment") then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments for any fiscal year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.17% of the General Partner's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) an amount equal to the excess, if any, of (a) 25% of the General Partner's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments); provided, however, that General Partner Payments in excess of the amounts set -------- ------- forth in subparagraphs (i) and (ii) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; , provided, however, that -------- ------- such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; provided, provided further, that (ai) as -------- ------- General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any any, and (bii) with respect to carry over amounts for more than one Partnership Year, such payments shall be applied to the earliest Partnership Year first.
Appears in 1 contract
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner or any of its officers, directors, trustees, employees or agents pursuant to Section 7.4 or Section 7.7 would constitute gross income to the General Partner for purposes of Sections Section 856(c)(2) or 856(c)(3) of the Code (a "General Partner Payment") then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments Payment for any fiscal year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.174.0% of the General Partner's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through though (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) an amount equal to the excess, if any, any of (a) 25% of the General Partner's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments); provided, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; , provided, however, that such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; provided, provided further, that (ai) as General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any any, and (bii) with respect to carry over amounts for more than one Partnership Year, such payments shall be applied to the earliest Partnership Year first.
Appears in 1 contract
Samples: Limited Partnership Agreement (National Health Realty Inc)
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner or its officers, directors, employees or agents pursuant to Section 7.4 or Section 7.7 hereof would constitute gross income to the General Partner Entity for purposes of Sections Section 856(c)(2) or 856(c)(3) of the Code (a "General Partner Payment") then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments for any fiscal year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.174.20% of the General PartnerPartner Entity's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through though (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner Entity from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) an amount equal to the excess, if any, any of (a) 25% of the General PartnerPartner Entity's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code) derived by the General Partner Entity from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments); provided, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General PartnerPartner Entity, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General PartnerPartner Entity's ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; , provided, however, that such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; provided, provided further, that (ai) as General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any any, and (bii) with respect to carry over amounts for more than one Partnership Year, such payments shall be applied to the earliest Partnership Year first.
Appears in 1 contract
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner or any of its officers, directorstrustees, employees or agents pursuant to Section 7.4 or Section 7.7 would constitute gross income to the General Partner for purposes of Sections Section 856(c)(2) or 856(c)(3) of the Code (a "General Partner Payment") then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments Payment for any fiscal year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.174.20% of the General Partner's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through though (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) an amount equal to the excess, if any, any of (a) 25% of the General Partner's total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments); provided, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; , provided, however, that such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; provided, provided further, that (ai) as General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any any, and (bii) with respect to carry over amounts for more than one Partnership Year, such payments shall be applied to the earliest Partnership Year first.
Appears in 1 contract
Samples: Limited Partnership Agreement (Equity Office Properties Trust)
Limitation to Preserve REIT Status. To the extent that any amount paid or credited to the General Partner or its officers, directors, employees or agents pursuant to Section 7.4 or Section 7.7 would constitute gross income to the General Partner for purposes of Sections 856(c)(2) or 856(c)(3) of the Code (a "General Partner Payment") then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments for any fiscal year shall not exceed the lesser of:
(i) an amount equal to the excess, if any, of (a) 4.17% of the General Partner's Partners' total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (H) of Section 856(c)(2) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(2) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (H) of Section 856(c)(2) of the Code (but not including the amount of any General Partner Payments); or
(ii) an amount equal to the excess, if any, of (a) 25% of the General Partner's Partners' total gross income (but not including the amount of any General Partner Payments) for the fiscal year which is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within the meaning of Section 856(c)(3) of the Code) derived by the General Partner from sources other than those described in subsections (A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any General Partner Payments); provided, however, that General Partner Payments in excess of the amounts set forth in subparagraphs (i) and (ii) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts would not adversely affect the General Partner's ability to qualify as a REIT. To the extent General Partner Payments may not be made in a year due to the foregoing limitations, such General Partner Payments shall carry over and be treated as arising in the following year; , provided, however, that such amounts shall not carry over for more than five years, and if not paid within such five year period, shall expire; provided, provided further, that (ai) as General Partner Payments are made, such payments shall be applied first to carry over amounts outstanding, if any any, and (bii) with respect to carry over amounts for more than one Partnership Year, such payments shall be applied to the earliest Partnership Year first.
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