Common use of Tax Consequences to Contributor Clause in Contracts

Tax Consequences to Contributor. Notwithstanding anything to the contrary contained in this Agreement, including without limitation the use of words and phrases such as “sell,” “sale,” “purchase,” and “pay,” the parties hereto acknowledge, agree and consent that the transactions contemplated hereby will be treated for federal income tax purposes (i) in accordance with Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”) with respect to any portion of the Consideration that is payable in OP Units; (ii) as an “assets over form” of transaction pursuant to Treasury Regulations Section 1.708-1(c)(3)(i); and (iii) as a sale of the Contributor’s Contributed Interests to the Operating Partnership under Treasury Regulations Section 1.708-1(c)(4) to the extent of the Contributor’s receipt of cash Consideration pursuant to Section 1.2(a), except to the extent that such cash Consideration is treated as (a) the reimbursement of “preformation expenditures” under Treasury Regulations Section 1.707-4(d); and/or (b) a “debt financed transfer of consideration” by the Operating Partnership under Treasury Regulations Section 1.707-5(b), as applicable.