Tax Protection Agreements. The Operating Partnership shall have executed and delivered the tax protection agreements set forth on Schedule 5.2(k).
Tax Protection Agreements. The Tax Protection Agreements by and among the Operating Partnership, SCLP, SCGP and Gibralt shall have been executed.
Tax Protection Agreements. (a) New Parkway acknowledges that, in accordance with Section 2.1 and Exhibit D, following the Distribution, it shall remain solely liable for the obligations of Legacy Parkway LP under that certain tax protection agreement and related documents set forth on Schedule 5.7(a) (the “Houston Tax Protection Agreement”). Effective as of the Distribution Effective Time, Legacy Parkway LP agrees to, and hereby does, assign all of its obligations under the Houston Tax Protection Agreement (including any Liabilities that may arise in connection with the transactions contemplated by this Agreement and the Ancillary Agreements) to New Parkway LP, and New Parkway LP agrees to, and hereby does, accepts and assumes all such obligations under the Houston Tax Protection Agreement.
(b) Cousins acknowledges that, in accordance with Section 2.1 and Exhibit E, following the Distribution, it shall remain solely liable for obligations of Legacy Parkway LP under that certain tax protection agreement set forth on Schedule 5.7(b) (the “Non-Houston Tax Protection Agreement”). Effective as of the Distribution Effective Time, Legacy Parkway LP agrees to, and hereby does, assign all of its obligations under the Non-Houston Tax Protection Agreement (including any Liabilities that may arise in connection with the transactions contemplated by this Agreement and the Ancillary Agreements) to Cousins LP, and Cousins LP agrees to, and hereby does, accept and assume such obligations under the Non-Houston Tax Protection Agreement.
Tax Protection Agreements. The Tax Protection Agreements by and among the Operating Partnership, Sub 2, SCGP, Xxxxxx Xxxxxxxx, GCC Amberglen Investments Limited Partnership (“Amberglen”) and Gibralt US, Inc. (“Gibralt”) shall have been executed.
Tax Protection Agreements. Except as set forth in Schedule 2.18(j) to the Crown Disclosure Letter, neither Crown nor any Crown Subsidiary has entered into or is subject, directly or indirectly, to any Crown Tax Protection Agreements. As used herein, a "Crown Tax Protection Agreement" is an agreement, oral or written, (A) that has as one of its purposes to permit a Person to take the position that such Person could defer federal taxable income that otherwise might have been recognized upon a transfer of property to the Crown Partnership or any other Crown Subsidiary that is treated as a partnership for federal income tax purposes, and that (i) prohibits or restricts in any manner the disposition of any assets of Crown or any Crown Subsidiary, (ii) requires that Crown or any Crown Subsidiary maintain, put in place, or replace, indebtedness, whether or not secured by one or more of the Crown Properties, or (iii) requires that Crown or any Crown Subsidiary offer to any Person at any time the opportunity to guarantee or otherwise assume, directly or indirectly (including, without limitation, through a "deficit restoration obligation," guarantee (including, without limitation, a "bottom" guarantee), indemnification agreement or other similar arrangement), the risk of loss for federal income tax purposes for indebtedness or other liabilities of Crown or any Crown Subsidiary, (B) that specifies or relates to a method of taking into account book-tax disparities under Section 704(c) of the Code with respect to one or more assets of Crown or a Crown Subsidiary, or (C) that requires a particular method for allocating one or more liabilities of Crown or any Crown Subsidiary under Section 752 of the Code. Neither Crown nor any Crown Subsidiary is in violation of or in default under any Crown Tax Protection Agreement.
Tax Protection Agreements. Except as set forth in Schedule 3.18(j) to the PREIT Disclosure Letter, neither PREIT nor any PREIT Subsidiary has entered into or is subject, directly or indirectly, to any PREIT Tax Protection Agreements. As used herein, a "PREIT Tax Protection Agreement" is an agreement, oral or written, (A) that has as one of its purposes to permit a Person to take the position that such Person could defer federal taxable income that otherwise might have been recognized upon a transfer of property to the PREIT Partnership or any other PREIT Subsidiary that is treated as a partnership for federal income tax purposes, and that (i) prohibits or restricts in any manner the disposition of any assets of PREIT or any PREIT Subsidiary, (ii) requires that PREIT or any PREIT Subsidiary maintain, put in place, or replace, indebtedness, whether or not secured by one or more of the PREIT Properties, or (iii) requires that PREIT or any PREIT Subsidiary offer to any Person at any time the opportunity to guarantee or otherwise assume, directly or indirectly (including, without limitation, through a "deficit restoration obligation," guarantee (including, without limitation, a "bottom" guarantee), indemnification agreement or other similar arrangement), the risk of loss for federal income tax purposes for indebtedness or other liabilities of PREIT or any PREIT Subsidiary, (B) that specifies or relates to a method of taking into account book-tax disparities under Section 704(c) of the Code with respect to one or more assets of PREIT or a PREIT Subsidiary, or (C) that requires a particular method for allocating one or more liabilities of PREIT or any PREIT Subsidiary under Section 752 of the Code. Neither PREIT nor any PREIT Subsidiary is in violation of or in default under any PREIT Tax Protection Agreement.
Tax Protection Agreements. The Tax Protection Agreements by and among the Operating Partnership, CIO OP Limited Partnership, SCGP, Rapaport, Amberglen and Gibralt shall have been executed.
Tax Protection Agreements. 2.18(j) Taxes................................................................................................ 2.14(a) Third Party.......................................................................................... 2.18(e) Third Party Management Agreements.................................................................... 2.18(e) Third Party Provisions............................................................................... 8.5 Title 8.............................................................................................. 1.1 to the Knowledge of EQR.............................................................................. 3.18 to the Knowledge of Lexford.......................................................................... 2.26
Tax Protection Agreements. Neither the Company nor its Subsidiaries has entered into or is subject, directly or indirectly, to any Tax Protection Agreements which have not expired. As used herein, a “Tax Protection Agreement” is a Contract, (A) that, as one of its purposes, permits a person or entity to reasonably take the position that such Person could defer federal taxable income that otherwise might have been recognized, and (B) that (i) prohibits or restricts in any manner the disposition of any assets of the Company or its Subsidiaries, (ii) requires that the Company or its Subsidiaries maintain, put in place or replace indebtedness, whether or not secured by one or more of its properties, or (iii) requires that the Company or its Subsidiaries offer to any Person at any time the opportunity to guarantee or otherwise assume, directly or indirectly, the risk of loss for federal income tax purposes for indebtedness or other liabilities of the Company or its Subsidiaries.
Tax Protection Agreements. Borrower represents that Schedule XI attached hereto contains a true, correct, and complete list of all tax protection agreements (Tax Protection Agreements) to which Borrower, Borrower Parents, or Holding Company is subject that relate to the Property.
