Common use of Required Notices; Time for Payment Clause in Contracts

Required Notices; Time for Payment. In the event that there has been a breach of Article II or Article III, the Operating Partnership shall provide to each affected Protected Partner notice of the transaction or event giving rise to such breach, along with a calculation of the amount of income to be recognized by any Protected Partner and the amount required to be paid to such Protected Partner under Section 4.1 by reason thereof, not later than 30 days following the date that the Operating Partnership becomes aware that such transaction or event constitutes a breach of this Agreement. All payments required to be made under Section 4.1 to any Protected Partner shall be made to such Protected Partner at least two Business Days before April 15 of the year following the year in which the transaction or event giving rise to such payment took place; provided that if the Protected Partner is required to make estimated Tax payments that are required to be calculated by reference to any income resulting from such transaction or event, the Operating Partnership shall make a payment to the Protected Partner at least two Business Days before the due date for such estimated Tax payment, and such payment from the Operating Partnership shall be in an amount that corresponds to the amount of the estimated Tax required to be paid by such Protected Partner with respect to such income at such time; provided further that any payment required to be made under Section 4.1 to any Protected Partner resulting from a Tax Claim or Proceeding shall be made at least two Business Days before the date that the relevant Taxes are required to be paid as a result of any final determination of such Tax Claim or Proceeding or any settlement, compromise and/or concession of such Tax Claim or Proceeding pursuant to Section 6.2. In the event of a payment made after the date required pursuant to this Section 4.3, interest shall accrue on the aggregate amount required to be paid from such date to the date of actual payment at a rate equal to the “prime rate” of interest, as published in The Wall Street Journal (or if no longer published there, as announced by Citibank) effective as of the date the payment is required to be made plus 10%, but not to exceed the maximum amount permitted by law.

Required Notices; Time for Payment. In the event that there has been a transaction described in Sections 2.1, 2.3 or 2.4 or a breach of Article II 2 or Article III3, the Operating Partnership shall provide to each affected the Protected Partner notice of the transaction or event giving rise to such breach, along with a calculation of the amount of income to be recognized by any Protected Partner and the amount required to be paid to such Protected Partner under Section 4.1 by reason thereof, breach not later than 30 days following at such time as the date that Partnership provides to the Operating Partnership becomes aware that such transaction or event constitutes a breach of this AgreementProtected Partners the Schedule K-1’s to the Partnership’s federal income tax return as required in accordance with Section 7.4 below. All payments required to be made under Section 4.1 this Article 4 to any Protected Partner shall be made to such Protected Partner at least two Business Days on or before April 15 of the year following the year in which the transaction or gain recognition event giving rise to such payment took place; provided that that, if the Protected Partner is required to make estimated Tax tax payments that are required to be calculated by reference to any income resulting from would include such transaction or eventgain, the Operating Partnership shall make a payment to the Protected Partner at least two Business Days on or before the due date for such estimated Tax payment, tax payment and such payment ACTIVE 203305734v.1 from the Operating Partnership partnership shall be in an amount that corresponds to the amount of the estimated Tax required to be tax being paid by such Protected Partner with respect to such income at such time; provided further that any payment required to be made under Section 4.1 to any Protected Partner resulting from a Tax Claim or Proceeding shall be made at least two Business Days before the date that the relevant Taxes are required to be paid as a result of any final determination of such Tax Claim or Proceeding or any settlement, compromise and/or concession of such Tax Claim or Proceeding pursuant to Section 6.2. In the event of a payment made required after the date required pursuant to this Section 4.3, interest shall accrue on the aggregate amount required to be paid from such date to the date of actual payment at a rate equal to the “prime rate” of interest, as published in The the Wall Street Journal (or if no longer published there, as announced by Citibank) effective as of the date the payment is required to be made made. Additional Damages for Breaches of Section 2.2(b), Section 3.2 and/or Section 3.3. Notwithstanding any of the foregoing in this Article 4, in the event that the Partnership should breach any of its covenants set forth in Section 2.2(b) and Section 3.2(i), (ii) and/or (iii) and a Protected Partner is required to make a payment in respect of such indebtedness that it would not have had to make if such breach had not occurred (an “Excess Payment”), then, in addition to the damages provided for in the other Sections of this Article 4, the Partnership shall pay to such Protected Partner an amount equal to the sum of (i) the Excess Payment plus 10%(ii) the aggregate federal, but not state and local income taxes, if any, computed or set forth in Section 4.1, required to exceed be paid by such Protected Partner by reason of Section 4.4 becoming operative (for example, because the maximum breach by the Partnership and this Section 4.4 caused all or any portion of the indebtedness in question no longer to be considered debt includible in basis by the affected Protected Partner pursuant to Treasury Regulations § 1.752-2(a)), plus (iii) an amount permitted equal to the aggregate federal, state and local income taxes required to be paid by lawthe Protected Partner (computed as set forth in Section 4.1) as a result of any payment required under this Section 4.4.

Required Notices; Time for Payment. In the event that there has been a breach of Article II or Article III2, the Operating Partnership shall provide to each affected Protected Partner notice of the transaction or event giving rise to such breach not later than thirty (30) days after occurrence of a breach. As soon as reasonably practicable after giving notice of breach, along but in no event more than sixty (60) days after occurrence of a breach, the Partnership shall be obligated to (i) provide each Protected Partner with a detailed calculation of the amount of income to be recognized by any such Protected Partner Partner’s damage payment as determined under this Article 3, and the amount required to be paid to (ii) provide each such Protected Partner under Section 4.1 by reason thereof, not later than 30 days following with such evidence or verification as such Protected Partner may reasonably require as to the date that items necessary to confirm the Operating Partnership becomes aware that calculation of such transaction or event constitutes a breach of this Agreementamount. All payments required to be made under Section 4.1 this Article 3 to any Protected Partner shall be made in immediately available funds to such Protected Partner at least two Business Days on or before April 15 10 of the year following the year in which the transaction or gain recognition event giving rise to such payment took place; provided that that, if the Protected Partner is required to make estimated Tax tax payments that are required to be calculated by reference to any income resulting from would include such transaction or eventgain (taking into account all available safe harbors), the Operating Partnership shall make a payment in immediately available funds to the Protected Partner at least two Business Days on or before 5 days before the due date for such estimated Tax payment, tax payment and such payment from the Operating Partnership shall be in an amount that corresponds to the amount of the estimated Tax required to be tax being paid by such Protected Partner with respect to such income at such time; provided further that any payment required to be made under Section 4.1 to any Protected Partner resulting from a Tax Claim or Proceeding shall be made at least two Business Days before the date that the relevant Taxes are required to be paid as a result of any final determination of such Tax Claim or Proceeding or any settlement, compromise and/or concession of such Tax Claim or Proceeding pursuant to Section 6.2. In the event of a payment made required after the date required pursuant to this Section 4.33.4, interest shall accrue on the aggregate amount required to be paid from such date to the date of actual payment at a rate equal to the “prime rate” of interestinterest plus 4%, with the prime rate as published in The the Wall Street Journal (or if no longer published there, as announced by Citibank) effective as of the date the payment is required to be made made. In addition, if such late payment results in late tax payment penalties (excluding interest) for such Protected Partner or Indirect Owner, the payment shall include reimbursement for such penalties plus 10%an amount equal to the aggregate federal, but not to exceed state, and local tax on income or Medicare taxes (including Section 1411 of the maximum amount permitted Code) payable by lawthe Protected Partner or an Indirect Owner as a result of the receipt of any payment under this sentence.

Required Notices; Time for Payment. In the event that there has been a breach of Article II or Article III2, the Operating Partnership shall provide to each affected Protected Partner notice of the transaction or event giving rise to such breach not later than thirty (30) days after occurrence of a breach. As soon as reasonably practicable after giving notice of breach, along but in no event more than sixty (60) days after occurrence of a breach, the Partnership shall be obligated to (i) provide each Protected Partner with a detailed calculation of the amount of income to be recognized by any such Protected Partner Partner’s damage payment as determined under this Article 3, and the amount required to be paid to (ii) provide each such Protected Partner under Section 4.1 by reason thereof, not later than 30 days following with such evidence or verification as such Protected Partner may reasonably require as to the date that items necessary to confirm the Operating Partnership becomes aware that calculation of such transaction or event constitutes a breach of this Agreementamount. All payments required to be made under Section 4.1 this Article 3 to any Protected Partner shall be made in immediately available funds to such Protected Partner at least two Business Days on or before April 15 10 of the year following the year in which the transaction or gain recognition event giving rise to such payment took place; provided that that, if the Protected Partner is required to make estimated Tax tax payments that are required to be calculated by reference to any income resulting from would include such transaction or eventgain (taking into account all available safe harbors), the Operating Partnership shall make a payment in immediately available funds to the Protected Partner at least two Business Days on or before 5 days before the due date for such estimated Tax payment, tax payment and such payment from the Operating Partnership shall be in an amount that corresponds to the amount of the estimated Tax required to be tax being paid by such Protected Partner with respect to such income at such time; provided further that any payment required to be made under Section 4.1 to any Protected Partner resulting from a Tax Claim or Proceeding shall be made at least two Business Days before the date that the relevant Taxes are required to be paid as a result of any final determination of such Tax Claim or Proceeding or any settlement, compromise and/or concession of such Tax Claim or Proceeding pursuant to Section 6.2. In the event of a payment made after the date required pursuant to this Section 4.33.4, interest shall accrue on the aggregate amount required to be paid from such date to the date of actual payment at a rate equal to the “prime rate” of interestinterest plus 4%, with the prime rate as published in The the Wall Street Journal (or if no longer published there, as announced by Citibank) effective as of the date the payment is required to be made made. In addition, if such late payment results in late tax payment penalties (excluding interest) for such Protected Partner or Indirect Owner, the payment shall include reimbursement for such penalties plus 10%an amount equal to the aggregate federal, but not to exceed state, and local tax on income or Medicare taxes (including Section 1411 of the maximum amount permitted Code) payable by lawthe Protected Partner or an Indirect Owner as a result of the receipt of any payment under this sentence.

Required Notices; Time for Payment. In the event that there has been a breach of Article II 2 or Article III3, the Operating Partnership shall provide to each affected the Protected Partner Partners notice of the transaction or event giving rise to such breach, along with a calculation of the amount of income to be recognized by any Protected Partner and the amount required to be paid to such Protected Partner under Section 4.1 by reason thereof, not later than 30 days following the date that the Operating Partnership becomes aware that such transaction or event constitutes a breach of this Agreement. All payments required to be made under Section 4.1 to any Protected Partner shall be made to such Protected Partner at least two Business Days on or before April 15 of the year following the year in which the transaction or event giving rise to such payment took place; provided provided, that if the Protected Partner is required to make estimated Tax tax payments that are required to be calculated by reference to any income resulting from such transaction or event, the Operating Partnership shall make a payment to the Protected Partner at least two Business Days on or before the due date for such estimated Tax tax payment, and such payment from the Operating Partnership shall be in an amount that corresponds to the amount of the estimated Tax tax required to be paid by such Protected Partner with respect to such income at such time; provided and further provided, that any payment required to be made under Section 4.1 to any Protected Partner resulting from a Tax Claim or Proceeding shall be made at least two Business Days on or before the date that the relevant Taxes taxes are required to be paid as a result of any final determination of such Tax Claim or Proceeding or any settlement, compromise and/or concession of such Tax Claim or Proceeding pursuant to Section 6.27.2. In the event of a payment made after the date required pursuant to this Section 4.3, interest shall accrue on the aggregate amount required to be paid from such date to the date of actual payment at a rate equal to the higher of (i) the “prime rate” of interest, as published in The the Wall Street Journal (or if no longer published there, as announced by Citibank) effective as of the date the payment is required to be made plus 10% or (ii) 20%, but not to exceed the maximum amount permitted by law.

Required Notices; Time for Payment. In the event that there has been a breach of Article II or Article III, the Operating Partnership shall provide to each affected Protected Partner notice of the transaction or event giving rise to such breach, along with a calculation of the amount of income to be recognized by any Protected Partner and the amount required to be paid to such Protected Partner under Section 4.1 by reason thereof, not later than 30 days following the date that the Operating Partnership becomes aware that such transaction or event constitutes a breach of this Agreement. All payments required to be made under Section 4.1 to any Protected Partner shall be made to such Protected Partner at least two Business Days on or before April 15 of the year following the year in which the transaction or event giving rise to such payment took place; provided that if the Protected Partner is required to make estimated Tax tax payments that are required to be calculated by reference to any income resulting from such transaction or event, the Operating Partnership shall make a payment to the Protected Partner at least two Business Days on or before the due date for such estimated Tax tax payment, and such payment from the Operating Partnership shall be in an amount that corresponds to the amount of the estimated Tax tax required to be paid by such Protected Partner with respect to such income at such time; provided further that any payment required to be made under Section 4.1 to any Protected Partner resulting from a Tax Claim or Proceeding shall be made at least two Business Days on or before the date that the relevant Taxes taxes are required to be paid as a result of any final determination of such Tax Claim or Proceeding or any settlement, compromise and/or concession of such Tax Claim or Proceeding pursuant to Section 6.27.2. In the event of a payment made after the date required pursuant to this Section 4.3, interest shall accrue on the aggregate amount required to be paid from such date to the date of actual payment at a rate equal to the “prime rate” of interest, as published in The the Wall Street Journal (or if no longer published there, as announced by Citibank) effective as of the date the payment is required to be made plus 10%, but not to exceed the maximum amount permitted by law.

Required Notices; Time for Payment. In the event that there has been a breach of Article II 2 or Article III3, the Operating Partnership shall provide to each affected the Protected Partner Partners notice of the transaction or event giving rise to such breach, along with a calculation of the amount of income to be recognized by any Protected Partner and the amount required to be paid to such Protected Partner under Section 4.1 by reason thereof, not later than 30 days following the date that the Operating Partnership becomes aware that such transaction or event constitutes a breach of this Agreement. All payments required to be made under Section 4.1 to any Protected Partner shall be made to such Protected Partner at least two Business Days on or before April 15 of the year following the year in which the transaction or event giving rise to such payment took place; provided provided, that if the Protected Partner is required to make estimated Tax tax payments that are required to be calculated by reference to any income resulting from such transaction or event, the Operating Partnership shall make a payment to the Protected Partner at least two Business Days on or before the due date for such estimated Tax tax payment, and such payment from the Operating Partnership shall be in an amount that corresponds to the amount of the estimated Tax tax required to be paid by such Protected Partner with respect to such income at such time; provided and further provided, that any payment required to be made under Section 4.1 to any Protected Partner resulting from a Tax Claim or Proceeding shall be made at least two Business Days on or before the date that the relevant Taxes taxes are required to be paid as a result of any final determination of such Tax Claim or Proceeding or any settlement, compromise and/or concession of such Tax Claim or Proceeding pursuant to Section 6.27.2. In the event of a payment made after the date required pursuant to this Section 4.3, interest shall accrue on the aggregate amount required to be paid from such date to the date of actual payment at a rate equal to the “higher of (i) the "prime rate” " of interest, as published in The the Wall Street Journal (or if no longer published there, as announced by Citibank) effective as of the date the payment is required to be made plus 10% or (ii) 20%, but not to exceed the maximum amount permitted by law.

Required Notices; Time for Payment. In the event that If there has been a breach of Article II or Article III, the Operating Partnership shall provide to each affected Protected Partner notice of the transaction or event giving rise to such breach, along with a calculation of the amount of income to be recognized by any Protected Partner and the amount required to be paid to such Protected Partner under Section 4.1 by reason thereof, breach not later than 30 days following the date that the Operating Partnership becomes aware that such transaction or event constitutes a breach of this AgreementAgreement and, thereafter, shall provide a calculation of the amount of income to be recognized by any Protected Partner and the amount required be paid to such Protected Partner under Section 4.1 by reason thereof not later than at such time as the Operating Partnership provides to the Protected Partners the IRS Schedule K-1s to the Operating Partnership’s federal income tax return for the year of such transaction. All payments required to be made under Section 4.1 to any Protected Partner shall be made to such Protected Partner at least two Business Days before April 15 of the year following the year in which the transaction or event giving rise to such payment took place; provided that that, if the Protected Partner is required to make estimated Tax tax payments that are required to be calculated by reference to include any income resulting from such transaction or eventevent (taking into account all available safe harbors), the Operating Partnership shall make a payment to the Protected Partner at least two Business Days before the due date for such estimated Tax tax payment, and such payment from the Operating Partnership shall be in an amount that corresponds to the amount of the estimated Tax required to be tax being paid by such Protected Partner at such time with respect to such income at such time(which payment shall be credited against the total amount payable under this Article IV); provided further further, that any payment required to be made under Section 4.1 to any Protected Partner resulting from a Tax Claim or Proceeding shall be made at least two Business Days before the date that the relevant Taxes taxes are required to be paid as a result of any final determination Final Determination of such Tax Claim or Proceeding or any settlement, compromise and/or concession of such Tax Claim or Proceeding pursuant to Section 6.2. In the event of a payment made after the date required pursuant to this Section 4.3, interest shall accrue on the aggregate amount required to be paid from such date to the date of actual payment at a rate equal to the “prime rate” of interest, as published in The Wall Street Journal (or or, if no longer published there, as announced by Citibank or, if not announced by Citibank, then published by an equivalent publication to The Wall Street Journal) effective as of the date the payment is required to be made plus 10%, but not to exceed the maximum amount permitted by law.made. 4.4