UBTI. Landlord and Tenant agree that all Rent payable by Tenant to Landlord shall qualify as “rents from real property” within the meaning of both Sections 512(b)(3) and 856(d) of the Internal Revenue Code of 1986, as amended (the “Code”) and the U.S. Department of Treasury Regulations promulgated thereunder (the “Regulations”). In the event that Landlord, in its sole and absolute discretion, determines that there is any risk that all or part of any Rent shall not qualify as “rents from real property” for the purposes of Sections 512(b)(3) or 856(d) of the Code and the Regulations promulgated thereunder, Tenant agrees (1) to cooperate with Landlord by entering into such amendment or amendments as Landlord deems necessary to qualify all Rents as “rents from real property,” and (2) to permit an assignment of this Lease; provided, however, that any adjustments required pursuant to this Section shall be made so as to produce the equivalent Rent (in economic terms) payable prior to such adjustment.
UBTI. The Schedule K-1s provided to the Purchasers shall include such Purchaser’s distributive share of “unrelated business taxable income.”
UBTI. The General Partner shall use its reasonable best ---- efforts to prevent the Partnership from engaging in any activity or activities that would cause any Partner that is a qualified organization within the meaning of Section 514(c)(9)(C) of the Code to incur unrelated business taxable income as defined in Section 512-514 of the Code.
UBTI. The General Partner shall not enter into any transaction as a result of which a Partners will realize "unrelated business taxable income" (within the meaning of Code Section 512) ("UBTI") unless the existence of such UBTI was disclosed in writing and approved by the Partners. Notwithstanding the foregoing, the Partners acknowledge that the Partnership may acquire Investments which contain a directly owned parking garage which produces UBTI, in which event General Partner shall use its best efforts to restructure the ownership of the parking garage to eliminate any UBTI as quickly as commercially reasonable.
UBTI. The Company shall, and shall cause its direct Subsidiaries to, use commercially reasonable efforts to operate in a manner that will not cause any Member (or any of such Member’s direct or indirect owners) subject to Section 511 of the Code, to recognize any unrelated business taxable income under Section 512 of the Code or unrelated debt-financed income under Section 514 of the Code. The Company shall not directly invest in, or directly own, any other entity that is transparent for U.S. federal income tax purposes unless such entity is subject to similar restrictions regarding unrelated business taxable income and unrelated debt-financed income. The covenants set forth in the foregoing provisions of this Section 3.3 with respect to Sections 511 and 512 of the Code will be deemed satisfied in respect of each direct or indirect asset of the Company that is held by the Company indirectly through one or more entities treated as corporations for U.S. federal income tax purposes. Subject to the other provisions of this Section 3.3, in the event the Company determines that it will cause any Member (or any of such Member’s direct or indirect owners) subject to Section 511 of the Code, to recognize any unrelated business taxable income under Section 512 of the Code or unrelated debt-financed income under Section 514 of the Code, the Company will notify Members within ten (10) Business Days.
UBTI. Notwithstanding any provision of this Agreement to the contrary the Company shall not undertake any activity, operate any trade or business, or take any action, including without limitation the borrowing of money or the incurring of any other indebtedness, obligation, or liability, that would cause any Securityholder, any partner of any Securityholder, or any Person owning, directly or indirectly, any interest in a Securityholder or the Company, whose income is exempt from United States federal income tax (each, an "Affected Person"), to have or incur any unrelated business taxable income (as defined in Sections 511 through 514 of the United States Internal Revenue Code) on account of such activity or action without the express prior written consent of each Securityholder who is (or is acting on behalf of) an Affected Person, which consent may be granted, withheld or conditioned in such Securityholder's respective sole and absolute discretion.
UBTI. Subject to the obligations of the Westxxxxx Xxxbers pursuant to Section 2.6, the Company will use its best efforts to avoid the incurrence of any UBTI by any Member.
UBTI. The Board of Directors shall cause the Company not to engage in any activity that would cause a Member (or any direct or indirect owner thereof, as applicable) to have any “unrelated business taxable income” (as that term is defined in Section 512 of the Code), any “unrelated debt-financed income” (as that term is defined in Section 514 of the Code) or any item of gross income that would be included in determining the unrelated business taxable income of such Member (or any direct or indirect owner thereof, as applicable).
UBTI. The General Partner will use commercially reasonable efforts to ensure that (a) the items of income allocated by the Partnership to the CBREI Investors will not constitute unrelated business taxable income within the meaning of Code Section 512 as a result of the activities of the Partnership or its subsidiaries, (b) none of the Partnership’s subsidiaries intended to qualify as a REIT will be a “pension held REIT” within the meaning of Code Section 856(h)(3)(D), and (c) the Partnership will manage its affairs such that none of the assets held directly by the Partnership (or indirectly through entities treated as partnerships or disregarded entities for U.S. federal income tax purposes, but excluding assets owned by subsidiary entities taxable as REITs) will constitute “debt financed property” within the meaning of Code Section 514 as a result of the activities of the Partnership or its subsidiaries.
UBTI. The Company shall conduct its business in a manner necessary to avoid the realization of any UBTI to the Members or any of their constituent members. In furtherance of the foregoing sentence, without first obtaining the consent of CCDRC, the Manager will not cause the Company to (A) commence providing any new types of services to tenants or patrons of the Property which have not been previously approved by CCDRC, either pursuant to its approval of the Annual Plan (if the income from such new service is clearly indicated on the Annual Plan) or otherwise and (B) undertake any new types of revenue-generating activity at the Property or with respect to the Property which have not been previously approved by CCDRC, either pursuant to its approval of the Annual Plan (if the income from such new service is clearly indicated on the Annual Plan) or otherwise.
