Common use of Tax Agreement Clause in Contracts

Tax Agreement. (a) The SPE and any of its Subsidiaries shall timely file or cause to be timely filed when due all Tax returns required to be filed by or with respect to such Person on or prior to the Closing Date and shall pay or cause to be paid all Taxes shown due thereon. All such Tax returns (including, for the avoidance of doubt, any amended Tax returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all income Tax returns of YIP, each SAE Entity Member and any of their Subsidiaries which are due after the Closing Date. All such income Tax returns (including, for the avoidance of doubt, any amended Tax returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. No later than thirty (30) days prior to the due date (including extensions) for filing such income Tax returns, the Operating Partnership shall deliver such income Tax Returns to Principal for his review and approval, which shall not be unreasonably withheld. (c) The Operating Partnership shall prepare or cause to be prepared all other Tax returns of YIP, each SAE Entity member and any of their Subsidiaries. (d) In accordance with Section 704(c) of the Code, the Operating Partnership shall adopt and use only the so-called “traditional method” described in Treasury Regulation Section 1.704-3(b) with respect to any properties transferred directly or indirectly by the SPE to the Operating Partnership as a result of the Formation Transactions, and therefore shall not make any curative or remedial allocations with respect to such properties.

Tax Agreement. (a) The SPE YIP, each SAE Entity Member and any of its their Subsidiaries shall timely file or cause to be timely filed when due all Tax returns required to be filed by or with respect to such Person on or prior to the Closing Date and shall pay or cause to be paid all Taxes shown due thereon. All such Tax returns (including, for the avoidance of doubt, any amended Tax returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. (b) The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all income Tax returns of YIP, each SAE Entity Member and any of their Subsidiaries which are due after the Closing Date. All such income Tax returns (including, for the avoidance of doubt, any amended Tax returns) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. No later than thirty (30) days prior to the due date (including extensions) for filing such income Tax returns, the Operating Partnership shall deliver such income Tax Returns to Principal for his review and approval, which shall not be unreasonably withheld. (c) The Operating Partnership shall prepare or cause to be prepared all other Tax returns of YIP, each SAE Entity member and any of their Subsidiaries. (d) In accordance with Section 704(c) of the Code, the Operating Partnership shall adopt and use only the so-called “traditional method” described in Treasury Regulation Section 1.704-3(b) with respect to any properties transferred directly or indirectly by YIP or the SPE SAE Entity Member, as applicable, to the Operating Partnership as a result of the Formation Transactions, and therefore shall not make any curative or remedial allocations with respect to such properties.