Common use of No Representation With Regard to Tax Treatment Clause in Contracts

No Representation With Regard to Tax Treatment. The REIT and the Partnership (a) make no representation to any Protected Partner or Partner Guarantors regarding and (b) provided that the REIT and the Partnership comply with their obligations under this Agreement have no liability to any Protected Partner for or in respect of, the tax consequences to such partners of the Transaction or any other transactions contemplated herein including whether becoming a Partner Guarantor of Guaranteed Debt or entering into a DRO shall be respected for federal income tax purposes as causing such partner to be considered to “bear the economic risk of loss” with respect to indebtedness for purposes of Section 752 or Section 465 of the Code.

Appears in 6 contracts

Samples: Tax Protection Agreement, Tax Protection Agreement (Empire State Realty Trust, Inc.), Tax Protection Agreement (Empire State Realty OP, L.P.)

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No Representation With Regard to Tax Treatment. The REIT and the Partnership (a) make no representation to any Protected Partner or Partner Guarantors regarding Guarantor regarding, and (b) provided provided, that the REIT and the Partnership comply with their obligations under this Agreement Agreement, have no liability to any Protected Partner or Partner Guarantor for or in respect of, the tax consequences to such partners of the Transaction or any other transactions contemplated herein herein, including whether becoming a Partner Guarantor of Guaranteed Debt or entering into a DRO shall be respected for federal income tax purposes as causing such partner to be considered to “bear the economic risk of loss” with respect to indebtedness for purposes of Section 752 or Section 465 of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (New York REIT, Inc.)

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No Representation With Regard to Tax Treatment. The REIT and the Partnership (a) make no representation to any Protected Partner or Partner Guarantors regarding with regard to the tax treatment of the Contribution and (b) provided that the REIT and the Partnership comply with their obligations under this Agreement have no liability to any Protected Partner for or in respect of, the tax consequences to such partners of the Transaction or any other transactions contemplated herein including whether becoming a Partner Guarantor guarantor of Guaranteed Debt debt or entering into a DRO Deficit Restoration Obligation shall be respected for federal income tax purposes as causing such partner to be considered to “bear the economic risk of loss” with respect to indebtedness for purposes of Section 752 or Section 465 of the Code.

Appears in 1 contract

Samples: Tax Protection Agreement (Strawberry Fields REIT, Inc.)

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