Taxable Transfers Clause Samples

Taxable Transfers. (a) Unless the Partners’ Representative expressly consents in writing to a Tax Protection Period Transfer (for the avoidance of doubt, no vote in favor of a Tax Protection Period Transfer by the Partners’ Representative or any of its Affiliates or by a Protected Partner, in each case in its capacity as owner shares of the REIT or OP Units, shall constitute consent), during the Tax Protection Period, the Operating Partnership shall indemnify the Protected Partners as set forth in Section 2.2 if the Operating Partnership or any entity in which the Operating Partnership holds a direct or indirect interest shall cause or permit (i) any Transfer of all or any portion of a Protected Property (including any interest therein or in the entity owning, directly or indirectly, the Protected Property) in a transaction that would result in the recognition of taxable income or gain by any Protected Partner under Section 704(c) of the Code, or (ii) any Fundamental Transaction that would result in the recognition of taxable income or gain to any Protected Partner (a Fundamental Transaction and a Transfer, collectively a “Tax Protection Period Transfer”). (b) Section 2.1(a) shall not apply to any Tax Protection Period Transfer of a Protected Property (including any interest therein or in the entity owning, directly or indirectly, the Protected Property): (i) in a transaction in which no gain is required to be recognized by a Protected Partner (an “Exchange”), including a transaction qualifying under Section 1031 or Section 721 (or any successor statutes) of the Code; provided, however, that any property acquired by the Operating Partnership in the Exchange shall remain subject to the provisions of this Article II in place of the exchanged Protected Property for the remainder of the Tax Protection Period; (ii) as a result of the condemnation or other taking of any Protected Property by a governmental entity in an eminent domain proceeding or otherwise, provided that the Operating Partnership shall use commercially reasonable efforts to structure such disposition as either a tax-free like-kind exchange under Section 1031 or a tax-free reinvestment of proceeds under Section 1033, provided that in no event shall the Operating Partnership be obligated to acquire or invest in any property that it otherwise would not have acquired or invested in. (c) For any taxable Transfer of all or any portion of any property of the Operating Partnership which is not a Tax Protection Period Tra...
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Taxable Transfers. (a) If at any time during the Tax Protection Period, the Operating Partnership or any entity in which the Operating Partnership holds a direct or indirect interest consummates a transaction or series of related transactions that constitutes (i) a Transfer of all or any portion of a Protected Property (including any interest therein or in an entity owning, directly or indirectly, all or a portion of the Protected Property) in a transaction that would result in the recognition of taxable income or gain by any Protected Partner, or (ii) a Fundamental Transaction that would result in the recognition of taxable income or gain to any Protected Partner (such a Fundamental Transaction or Transfer, a “Tax Protection Period Transfer”) then the Operating Partnership shall loan, without interest, each Protected Partner its Make Whole Amount as set forth in Section 2.2.
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Taxable Transfers. (a) Unless the applicable Notice Partner(s) expressly consent in writing to a Tax Protection Period Transfer, during the Tax Protection Period, the Operating Partnership shall indemnify each Protected Partner as set forth in Section 2.2 if the Operating Partnership or any entity in which the Operating Partnership holds a direct or indirect interest shall cause or permit: (i) any Transfer of all or any portion of the Protected Property (including any interest in the Protected Property or in any entity owning, directly or indirectly, an interest in the Protected Property, other than a transfer of an OP Unit by a Protected Partner) in a transaction that results in the recognition of taxable income or gain by any Protected Partner under Section 704(c) of the Code with respect to the Protected Property; or (ii) any Fundamental Transaction that results in the recognition of taxable income or gain by any Protected Partner under Section 704(c) of the Code with respect to the Protected Property (such a Transfer or Fundamental Transaction taking place during the Tax Protection Period, a “Tax Protection Period Transfer”).
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Taxable Transfers. Subject to Section 2.2, the Operating Partnership shall indemnify the Protected Members as set forth in Section 2.4 if any of the following events occur during the Tax Protection Period (each event, a “Tax Protection Period Transfer”): (a) The Operating Partnership (or any entity in which the Operating Partnership holds a direct or indirect interest) causes or permits any Transfer of all or any portion of the Protected Property (including any interest in the Protected Property or in any entity owning, directly or indirectly, an interest in the Protected Property) that results in the recognition of Protected Section 704(c) Gain by a Protected Member; (b) The structure of the transactions contemplated by the Merger Agreement is altered in a manner that results in the recognition of Protected Section 704(c) Gain by a Protected Member as a result of the transaction as altered; or (c) A merger or other transaction that would convert the OP Units held by a Protected Member to cash or otherwise result in a taxable Transfer of such OP Units.
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Taxable Transfers. (1) Prior to the termination of the Tax Protection Period with respect to the Protected Property, and other than in a Permitted Transfer that complies with Section 2.1(b), neither the Operating Partnership, nor any entity in which Operating Partnership holds a direct or indirect interest, will consummate a sale, transfer, exchange or other direct or indirect disposition of any Protected Property or any indirect interest therein, in a transaction (including, without limitation, pursuant to a merger, consolidation, foreclosure proceeding, deed in lieu of foreclosure, or bankruptcy proceeding), whether voluntary or involuntary, that results in the recognition by any Protected Partner, for income tax purposes, of any income or gain under, or by reference to, Section 704(c) of the Code with respect to the Protected Property, nor shall the Operating Partnership make any distribution to any Protected Partner that is subject to Section 737 of the Code and Treasury Regulations thereunder (collectively, a “Tax Protection Period Transfer”). Notwithstanding anything to the contrary herein, this covenant shall not apply to any Protected Partner whose tax basis in the POP Units has been determined under Sections 1012 of the Code. (2) For purposes of this Agreement, the term “Permitted Transfer” shall mean: (i) any transaction to the extent that such transaction does not result in the recognition and allocation of any built-in gain to any Protected Partner, including, without limitation, to the extent a transaction which qualifies as a tax-free like-kind exchange under Code Section 1031, a tax-free reinvestment of proceeds under Code Section 1033, a tax-free contribution under Code Section 721 or Code Section 351 or a tax-free merger or consolidation of Operating Partnership (or any subsidiary) with or into another entity that qualifies for taxation as a partnership for federal income tax purposes, or (ii) the taking of all or any portion of any Protected Property by a governmental entity or authority in eminent domain proceedings. In the case of a Permitted Transfer, the Operating Partnership shall use its good faith commercially reasonable efforts to structure such disposition as either a tax-free like-kind exchange under Code Section 1031 or other tax-free contribution or tax-free reinvestment of proceeds under Code Section 1033; provided, that, commercially reasonable efforts shall not require the Operating Partnership to pay additional amounts to purchase replacemen...
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Taxable Transfers. (a) Unless the Partners’ Representative expressly consents in writing to a Tax Protection Period Transfer, during the Tax Protection Period, the Operating Partnership shall indemnify the Protected Partners as set forth in Section 2.2 if the Operating Partnership or any entity in which the Operating Partnership holds a direct or indirect interest shall cause or permit: (i) any Transfer of all or any portion of the Protected Property (including any interest in the Protected Property or in any entity owning, directly or indirectly, an interest in the Protected Property, other than the Operating Partnership) in a transaction that results in the recognition of taxable income or gain by any Protected Partner under Section 704(c) of the Code with respect to the Protected Property; or (ii) any Fundamental Transaction that results in the recognition of taxable income or gain by any Protected Partner under Section 704(c) of the Code with respect to the Protected Property (such a Transfer or Fundamental Transaction, a “Tax Protection Period Transfer”).
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Related to Taxable Transfers

  • Balance Transfers Finance charges will be imposed on the aggregate balance including all Balance Transfers as described in Section 7 of this part C (below), starting on the date of the Balance Transfer and lasting until paid in full.

  • Exempt Transfers The Company's First Refusal Right under this Section 3 shall not apply to transfers of the Stock by will or the laws of descent and distribution; provided, however, that all of the terms of this Agreement shall remain in effect as to such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock to (i) a revocable trust for the sole benefit of Recipient, his or her spouse, or his or her lineal descendants, or (ii) to his or her spouse, siblings, lineal descendants thereof, parents, or his or her lineal descendants subject to a nonrevocable voting trust of a duration of 10 years without the written permission of the Company, provided said Recipient is trustee and prior written notice (together with a copy of the trust agreement) is given the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to all the provisions hereof, and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation of this Section 3 shall be null and void and shall be disregarded by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock shall be made to the trustee and transferee instead of to the original Recipient or his or her estate.

  • Permitted Transfers The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

  • Allocations Between Transferor and Transferee If a Partner transfers any part or all of its Partnership Interest, the distributive shares of the various items of Profit and Loss allocable among the Partners during such fiscal year of the Partnership shall be allocated between the transferor and the transferee Partner either (i) as if the Partnership’s fiscal year had ended on the date of the transfer, or (ii) based on the number of days of such fiscal year that each was a Partner without regard to the results of Partnership activities in the respective portions of such fiscal year in which the transferor and the transferee were Partners. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate the distributive shares of the various items of Profit and Loss between the transferor and the transferee Partner.

  • Asset Transfers The Company shall not (i) transfer, sell, convey or otherwise dispose of any of its material assets to any subsidiary except for a cash or cash equivalent consideration and for a proper business purpose or (ii) transfer, sell, convey or otherwise dispose of any of its material assets to any Affiliate, as defined below, during the Term of this Agreement. For purposes hereof, "Affiliate" shall mean any officer of the Company, director of the Company or owner of twenty percent (20%) or more of the Common Stock or other securities of the Company.