Common use of Rent from Real Property Clause in Contracts

Rent from Real Property. Tenant and Landlord intend that all amounts payable by Tenant to Landlord shall qualify as “rents from real property,” and will otherwise not constitute “unrelated business taxable income” or “impermissible tenant services income,” all within the meaning of both Sections 512(b)(3) and 856(d) of the Internal Revenue Code of 1986, as amended (the “Code”) and the U.S. Department of Treasury Regulations promulgated thereunder (the “Regulations”). In the event that Landlord reasonably determines that there is any risk that any amount payable under this Lease shall not qualify as “rents from real property” or will otherwise constitute unrelated business taxable income or impermissible tenant services income within the meaning of Sections 512(b)(3) or 856(d) of the Code and the Regulations promulgated thereunder, Tenant agrees (a) to cooperate with Landlord by entering into such amendment or amendments as Landlord deems necessary to qualify all amounts payable under the Lease as “rents from real property” and (b) to permit (and, upon request, to acknowledge in writing) an assignment of certain services under this Lease, and, upon request, to enter into direct agreements with the parties furnishing such services. Notwithstanding the foregoing, Tenant shall not be required to take any action pursuant to the preceding sentence (including acknowledging in writing an assignment of services pursuant thereto) if such action would result in (i) Tenant’s incurring more than de minimis additional liability under the Lease or (ii) more than a de minimis negative change in the quality or level of Building operations or services rendered to Tenant under this Lease. For the avoidance of doubt, (A) if Tenant does not acknowledge in writing an assignment as described in clause (ii) above (it being agreed that Tenant shall not unreasonably withhold, condition or delay such acknowledgment so long as the criteria in clauses (i) and (ii) are satisfied), then Landlord shall not be released from liability under this Lease with respect to the services so assigned; and (B) nothing in this Section shall limit or otherwise affect Landlord’s ability to assign its entire interest in this Lease to any party as part of a conveyance of Landlord’s ownership interest in the Building.

Rent from Real Property. Landlord has advised Tenant and Landlord intend that all amounts rental payable by Tenant to Landlord, which includes all sums, charges, or amounts of whatever nature to be paid by Tenant to Landlord in accordance with the provisions of the Lease as amended by this Amendment, shall qualify as “rents from real property,” and will otherwise not constitute “unrelated business taxable income” or “impermissible tenant services income,” all within the meaning of both Sections 512(b)(3) and 856(d) of the Internal Revenue Code of 1986, as amended (the “Revenue Code”) and the U.S. Department of Treasury Regulations promulgated thereunder (the “Regulations”). In the event that Landlord reasonably Landlord, in its sole discretion, determines that there is any risk that all or part of any amount payable under this Lease rental shall not qualify as “rents from real property” or will otherwise constitute unrelated business taxable income or impermissible tenant services income within for the meaning purposes of Sections 512(b)(3) or 856(d) of the Revenue Code and the Regulations promulgated thereunder, Tenant agrees (ai) to cooperate with Landlord by entering into such reasonable amendment or amendments as Landlord deems reasonably necessary solely to qualify all amounts payable under the Lease rental as “rents from real property,” and (b) to permit (and, upon request, to acknowledge in writing) an assignment of certain services under this Lease, and, upon request, to enter into direct agreements with the parties furnishing such services. Notwithstanding the foregoing, Tenant shall not be required to take any action pursuant to the preceding sentence (including acknowledging in writing an assignment of services pursuant thereto) if such action would result in (i) Tenant’s incurring more than de minimis additional liability under the Lease or (ii) more than a de minimis negative change in the quality or level of Building operations or services rendered to Tenant under this Lease. For the avoidance of doubt, (A) if Tenant does not acknowledge in writing an assignment as described in clause (ii) above (it being agreed that Tenant shall not unreasonably withhold, condition or delay such acknowledgment so long as the criteria in clauses (i) and (ii) are satisfied)to permit an assignment of the Lease to a new owner of the Project; provided, then Landlord however, that (I) any adjustments required pursuant to this paragraph shall not be released from liability made so as to produce at all times the equivalent rental (in economic terms) payable prior to such adjustment; (II) no such amendment shall result in Tenant having to pay at any time more money on account of its occupancy of the Premises under this Lease with respect to the services terms of the Lease, as so assigned; amended, and (BIII) nothing no such amendment shall result in this Section shall limit Tenant having materially greater obligations, liability or otherwise affect Landlord’s ability risk or receiving less services than previously obligated for or entitled to assign its entire interest in this Lease to any party as part receive under the Lease, or services of a conveyance lesser quality or shall interfere with Tenant’s use or occupancy of Landlord’s ownership interest the Premises or exercise of its rights hereunder or shall result in the Buildingadverse tax or accounting consequence to Tenant.

Rent from Real Property. Tenant and Landlord intend that all amounts payable by Tenant to Landlord shall qualify as “rents from real property,” and will otherwise not constitute “unrelated business taxable income” or “impermissible tenant services income,” all within the meaning of both Sections 512(b)(3) and 856(d) of the Internal Revenue Code of 1986, as amended (the “Code”) and the U.S. Department of Treasury Regulations promulgated thereunder (the “Regulations”). In the event that Landlord reasonably determines that there is any risk that any amount payable under this Lease the Lease, as amended hereby, shall not qualify as “rents from real property” or will otherwise constitute unrelated business taxable income or impermissible tenant services income within the meaning of Sections 512(b)(3) or 856(d) of the Code and the Regulations promulgated thereunder, Tenant agrees (a) to cooperate with Landlord by entering into such amendment or amendments as Landlord deems necessary to qualify all amounts payable under the Lease Lease, as amended hereby, as “rents from real property” and (b) to permit (and, upon request, to acknowledge in writing) an assignment of certain services under this the Lease, as amended hereby, and, upon request, to enter into direct agreements with the parties furnishing such services. Notwithstanding the foregoing, Tenant shall not be required to take any action pursuant to the preceding sentence (including acknowledging in writing an assignment of services pursuant thereto) if such action would result in (i) Tenant’s incurring more than de minimis additional liability under the Lease Lease, as amended hereby, or (ii) more than a de minimis negative change in the quality or level of Building operations or services rendered to Tenant under this the Lease, as amended hereby. For the avoidance of doubt, (A) if Tenant does not acknowledge in writing an assignment as described in clause (ii) above (it being agreed that Tenant shall not unreasonably withhold, condition or delay such acknowledgment so long as the criteria in clauses (i) and (ii) are satisfied), then Landlord shall not be released from liability under this Lease the Lease, as amended hereby, with respect to the services so assigned; and (B) nothing in this Section shall limit or otherwise affect Landlord’s ability to assign its entire interest in this Lease the Lease, as amended hereby, to any party as part of a conveyance of Landlord’s ownership interest in the Building.

Rent from Real Property. Landlord has advised Tenant and Landlord intend that all amounts rental payable by Tenant to Landlord, which includes all sums, charges, or amounts of whatever nature to be paid by Tenant to Landlord in accordance with the provisions of the Lease as amended by this Amendment, shall qualify as “rents from real property,” and will otherwise not constitute “unrelated business taxable income” or “impermissible tenant services income,” all within the meaning of both Sections 512(b)(3) and 856(d) of the Internal Revenue Code of 1986, as amended (the “Revenue Code”) and the U.S. Department of Treasury Regulations promulgated thereunder (the “Regulations”). In the event that Landlord reasonably Landlord, in its sole discretion, determines that there is any risk that all or part of any amount payable under this Lease rental shall not qualify as “rents from real property” or will otherwise constitute unrelated business taxable income or impermissible tenant services income within for the meaning purposes of Sections 512(b)(3) or 856(d) of the Revenue Code and the Regulations promulgated thereunder, Tenant agrees (ai) to cooperate with Landlord by entering into such amendment or amendments as Landlord deems reasonably necessary solely to qualify all amounts payable under the Lease rental as “rents from real property,” and (b) to permit (and, upon request, to acknowledge in writing) an assignment of certain services under this Lease, and, upon request, to enter into direct agreements with the parties furnishing such services. Notwithstanding the foregoing, Tenant shall not be required to take any action pursuant to the preceding sentence (including acknowledging in writing an assignment of services pursuant thereto) if such action would result in (i) Tenant’s incurring more than de minimis additional liability under the Lease or (ii) more than a de minimis negative change in the quality or level of Building operations or services rendered to Tenant under this Lease. For the avoidance of doubt, (A) if Tenant does not acknowledge in writing an assignment as described in clause (ii) above (it being agreed that Tenant shall not unreasonably withhold, condition or delay such acknowledgment so long as the criteria in clauses (i) and (ii) are satisfied)to permit an assignment of the Lease; provided, then Landlord however, that (I) any adjustments required pursuant to this paragraph shall not be released from liability made so as to produce the equivalent rental (in economic terms) payable prior to such adjustment; (II) no such amendment shall result in Tenant having to pay in the aggregate more money on account of its occupancy of the Premises under this Lease with respect to the services terms of the Lease, as so assigned; amended, and (BIII) nothing no such amendment shall result in this Section shall limit Tenant having greater obligations or otherwise affect Landlord’s ability liabilities, or receiving less services than previously obligated for or entitled to assign its entire interest in this Lease to any party as part receive under the Lease, or services of a conveyance of Landlord’s ownership interest in the Buildinglesser quality.