Tax Opinion Relating to the Transaction Sample Clauses

Tax Opinion Relating to the Transaction. Contributor shall have received an opinion dated the Closing Date from Xxxxx & Xxxxxxx L.L.P. or other counsel reasonably satisfactory to Contributor, based upon customary certificates and letters, which letters and certificates are to be in a form to be agreed upon by the parties and dated the Closing Date, to the effect that the Transaction will not result in the recognition of taxable gain or loss, at the time of the Transaction, to Contributor or any of its partners: (A) who is a “U.S. person” (as defined for purposes of Sections 897 and 1445 of the Code); (B) who does not exercise its redemption right with respect to the Units under the Partnership Agreement on a date sooner than the date two years after the Closing; (C) who does not receive a cash distribution in connection with the transactions contemplated by this Agreement (or a deemed cash distribution resulting from relief or a deemed relief from liabilities, including as a result of the prepayment of indebtedness of Contributor in connection with or following the Closing of the transactions contemplated by this Agreement) in excess of such Person’s adjusted basis in its interest in Contributor at the time of the Closing; (D) who is not required to recognize gain by reason of the application of Section 707(a) of the Code and the Treasury Regulations thereunder to the Transaction, with the result that the transactions contemplated by this Agreement are treated as part of a “disguised sale” by reason of any transactions undertaken by Contributor prior to or in connection with the Closing or any debt of Contributor that is assumed or repaid in connection with the transactions contemplated by this Agreement; and (E) whose “at risk” amount does not fall below zero as a result of the transactions contemplated by this Agreement. Each of the conditions contained in this Section are intended for the benefit of Contributor and may be waived in whole or in part, by Contributor, but only by an instrument in writing signed by Contributor.

Tax Opinion Relating to the Transaction. The General Partners shall have received an opinion dated the Closing Date from Xxxxx & Xxxxxxx LLP or other counsel reasonably satisfactory to the General Partners, based upon customary certificates and letters, which letters and certificates are to be in a form to be agreed upon by the parties and dated the Closing Date, to the effect that the Transaction will not result in the recognition of taxable gain or loss, at the time of the Transaction, to a Contributing Partner: (A) who is a “U.S. person” (as defined for purposes of Sections 897 and 1445 of the Code); (B) who does not exercise its redemption right with respect to the Units under the Vornado Partnership Agreement on a date sooner than the date two years after the Closing for the Transaction; (C) who does not receive a cash distribution in connection with the Transaction (or a deemed cash distribution resulting from relief or a deemed relief from liabilities, including as a result of the prepayment of indebtedness of the Subject Entities in connection with or following the Transaction) in excess of such Person’s adjusted basis in its interest in the Subject Entities at the time of the Transaction; (D) who is not required to recognize gain by reason of the application of Section 707(a) of the Code and the Treasury Regulations thereunder to the Transaction, with the result that the Transaction is treated as part of a “disguised sale”; and (E) whose “at risk” amount does not fall below zero as a result of the Transaction.