REIT Cooperation Sample Clauses

REIT Cooperation. The parties acknowledge that Aimco Parent is an Affiliate of Aimco that has elected to qualify as a “real estate investment trust” (a “REIT”) within the meaning of Sections 856-860 of the Internal Revenue Code, as amended (the “Code”). Notwithstanding anything to the contrary in this Agreement, if Aimco from time to time provides notice to APFC that, in the exercise of Aimco Parent’s reasonable judgment, a transaction, arrangement or structure under or resulting from this Agreement reasonably could have an adverse effect on Aimco Parent’s ability to qualify as a REIT or could result in the imposition of any taxes or penalties under Parts II and III of Subchapter M of Chapter 1 of Subtitle A of the Code, as now enacted or hereafter amended, the parties shall cooperate reasonably and in good faith and shall take such actions (or refrain from taking such actions) as are reasonably required by an Aimco Parent to protect such REIT status and avoid or minimize such taxes or penalties without cost or liability to APFC or its Affiliates. 101766\14903945v9 101766\14903945v9 SIGNATURE PAGE TO PROGRAM AGREEMENT FOR APFC/AIMCO MULTIFAMILY DEVELOPMENT PROGRAM