Common use of Tax Consequences to Contributor Clause in Contracts

Tax Consequences to Contributor. Notwithstanding (a) anything to the contrary contained in this Agreement, including without limitation the use of words and phrases such as “sell,” “sale,” “purchase” and “pay,” and (b) the treatment of the transaction contemplated hereby for purposes of GAAP, the parties hereto acknowledge and agree that with respect to any portion of the Consideration that is payable in OP Units, it is their intent that such transaction contemplated hereby shall be treated for federal income tax purposes pursuant to Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”), as the contribution of the Contributed Interests by Contributor to the Operating Partnership, in exchange for the OP Units, and not as a transaction in which Contributor is acting other than in its capacity as a prospective limited partner in the Operating Partnership.