Common use of Restrictions on Disposition of Gain Limitation Properties Clause in Contracts

Restrictions on Disposition of Gain Limitation Properties. (a) The Partnership agrees for the benefit of each Protected Partner, for the term of the Tax Protection Period, not to directly or indirectly sell, exchange, transfer, or otherwise dispose of a Gain Limitation Property or any interest therein, without regard to whether such disposition is voluntary or involuntary, in a transaction that would cause the Protected Partners in the aggregate to recognize any Protected Gain in excess of the Annual Gain Limitation. (For purposes of this Article 2, the Protected Gain recognized by each of the Protected Partners shall be deemed equal to the gain that would have been recognized without giving effect to any adjustment in basis that results with respect to the indirect interest of such Protected Partner in such Gain Limitation Property, it being intended that the Annual Gain Limitation and the related definitions are to be applied to the Protected Partners as a group before giving effect to basis adjustments. For example, and as an illustration only, if a Protected Partner who would have recognized $1,500,000 of gain with respect to the sale of a Gain Limitation Property has died, the Annual Gain Limitation and the related definitions shall still be computed and applied as if such gain were recognized by such Protected Partner, notwithstanding the adjustment to tax basis that occurs with respect to such Protected Partner’s indirect interest in the Gain Limitation Property that occurs upon the death of such Protected Partner.) Without limiting the foregoing, the term “sale, exchange, transfer or disposition” by the Partnership shall be deemed to include, and the prohibition shall extend to:

Restrictions on Disposition of Gain Limitation Properties. (a) The Partnership agrees for the benefit of each Protected Partner, for the term of the Tax Protection Period, not to directly or indirectly sell, exchange, transfer, or otherwise dispose of a Gain Limitation Property or any interest therein, therein (without regard to whether such disposition is voluntary or involuntary, ) in a transaction that would cause the Protected Partners in the aggregate to recognize any Protected Gain in excess of the Annual Gain Limitation. (For purposes of this Article 23, the Protected Gain recognized by each of the Protected Partners shall be deemed equal to the gain that would have been recognized without giving effect to any adjustment in basis that results with respect to the indirect interest of such Protected Partner in such Gain Limitation Protected Property, it being intended that the Annual Gain Limitation and the related definitions are to be applied to the Protected Partners as a group before giving effect to basis adjustments. For example, and as an illustration only, if a Protected Partner who would have recognized $1,500,000 of gain with respect to the sale of a Gain Limitation Protected Property has died, the Annual Gain Limitation and the related definitions shall still be computed and applied as if such gain were recognized by such Protected Partner, notwithstanding the adjustment to tax basis that occurs with respect to such Protected Partner’s indirect interest in the Gain Limitation Protected Property that occurs upon the death of such Protected Partner.) Without limiting the foregoing, the term “sale, exchange, transfer or disposition” by the Partnership shall be deemed to include, and the prohibition shall extend to:

Restrictions on Disposition of Gain Limitation Properties. (a) The Partnership agrees for the benefit of each Protected Partner, for the term of the Tax Protection Period, not to directly or indirectly sell, exchange, transfer, or otherwise dispose of a Gain Limitation Property or any interest therein, therein (without regard to whether such disposition is voluntary or involuntary, ) in a transaction that would cause the Protected Partners in the aggregate to recognize any Protected Gain in excess of the Annual Gain Limitation. (For purposes of this Article 23, the Protected Gain recognized by each of the Protected Partners shall be deemed equal to the gain that would have been recognized without giving effect to any adjustment in basis that results with respect to the indirect interest of such Protected Partner in such Gain Limitation Protected Property, it being intended that the Annual Gain Limitation and the related definitions are to be applied to the Protected Partners as a group before giving effect to basis adjustments. For example, and as an illustration only, if a Protected Partner who would have recognized $1,500,000 of gain with respect to the sale of a Gain Limitation Protected Property has died, the Annual Gain Limitation and the related definitions shall still be computed and applied as if such gain were recognized by such Protected Partner, notwithstanding the adjustment to tax basis that occurs with respect to such Protected Partner’s 's indirect interest in the Gain Limitation Protected Property that occurs upon the death of such Protected Partner.) Without limiting the foregoing, the term “"sale, exchange, transfer or disposition” " by the Partnership shall be deemed to include, and the prohibition shall extend to: