Unrelated Business Taxable Income. No Employee Plan (or trust or other funding vehicle pursuant thereto) is subject to any tax under Code Section 511.
Unrelated Business Taxable Income. A. If at any time and from time to time during the Lease Term, Landlord is advised by its counsel or counsel to a tax exempt partner of the managing partner of Landlord that any provision of this Lease, including without limitation the provisions relating to the payment of rent and additional rent, or the absence of any provision might give rise to unrelated business taxable income within the meaning of section 512 of the Internal Revenue Code of 1986, as amended, or the regulations issued thereunder, or may jeopardize the tax-exempt status of any partner in Landlord or any partner in a partnership that is a partner in Landlord, or may prevent any such partner from obtaining such tax-exempt status, then this Lease may be unilaterally amended by Landlord in such manner as shall meet the requirements specified by counsel for Landlord and Tenant agrees that it will execute all documents or instruments necessary to effect such amendments, provided that no such amendment shall result on an estimated basis in Tenant having to pay in the aggregate more on account of its occupancy of the Premises than it would be required to pay under the terms of this Lease, or having to receive fewer services or services of lesser quality than it is presently entitled to receive under this Lease.
B. Any services which Landlord is required to furnish pursuant to the provisions of this Lease may, at Landlord’s option, be furnished from time to time, in whole or in part, by employees of Landlord or the managing agent of the Center or its employees or by one or more third persons hired by Landlord or the managing agent of the Center. Tenant agrees that upon Xxxxxxxx’s written request it will enter into direct agreements with the managing agent of the Center or other parties designated by Landlord for the furnishing of any such services required to be furnished by Landlord herein, in form and content approved by Landlord, provided, however, that no such contract shall result on an estimated basis in Tenant having to pay in the aggregate more money on account of its occupancy of the Premises under the terms of this Lease, or having to receive fewer services or services of a lesser quality than it is presently entitled to receive under this Lease.
Unrelated Business Taxable Income. The Company shall not engage in any transaction which is reasonably likely to cause the Majority Member or any of its limited partners which are exempt from income taxation under Section 501(a) of the IRC and, if applicable, any pension plan that any such trust may be a part of, to recognize unrelated business taxable income as defined in Section 512 and Section 514 of the IRC.
Unrelated Business Taxable Income. The Company shall not engage --------------------------------- in any transaction which is reasonably likely to cause any Purchaser or any of its limited partners which are exempt from income taxation under Section 501(a) of the IRC and, if applicable, any pension plan that any such trust may be a part of, to recognize unrelated business taxable income as defined in Section 512 and Section 514 of the IRC.
Unrelated Business Taxable Income. Any gross income derived by the Purchasers from the Company shall be in the form of dividends, interest, capital gains and losses from the disposition of property, and rents and royalties, but only such rents and royalties as are excluded pursuant to Code Sections 512(b)(2) and 512(b)(3), respectively, in calculating unrelated business taxable income and only such dividends, interest, capital gains and losses, and rents and royalties that are not included under Section 512(b)(4) of the Code in calculating unrelated business taxable income.
Unrelated Business Taxable Income. Section 511 of the Code generally imposes a tax, at regular corporate or trust income tax rates, on the “unrelated business taxable income” of certain tax-exempt organizations, including qualified pension and profit sharing plan trusts and individual retirement accounts. As discussed above, the U.S. federal income tax characterization and treatment of the notes is Table of Contents uncertain. Nevertheless, in general, if the notes are held for investment purposes, the amount of income or gain, if any, realized on the maturity date or upon a sale, exchange or redemption of a note prior to the maturity date, or any income that would accrue to a holder of a note if the notes were characterized as contingent payment debt instruments (as discussed above), should not constitute unrelated business taxable income. However, if a note constitutes debt-financed property (as defined in Section 514(b) of the Code) by reason of indebtedness incurred by a holder of a note to purchase or carry the note, all or a portion of any income or gain realized with respect to such note may be classified as unrelated business taxable income pursuant to Section 514 of the Code. Moreover, prospective investors in the notes should be aware that whether or not any income or gain realized with respect to a note which is owned by an organization that is generally exempt from U.S. federal income taxation constitutes unrelated business taxable income will depend upon the specific facts and circumstances applicable to such organization. Accordingly, any potential investors in the notes that are generally exempt from U.S. federal income taxation should consult with their own tax advisors concerning the U.S. federal income tax consequences to them of investing in the notes. We will not attempt to ascertain whether the shares of any particular Market Measure or any interest underlying any particular Market Measure would be treated as a United States real property interest, within the meaning of Section 897(c)(1) of the Code. If the shares of a particular Market Measure or one or more interests underlying a particular Market Measure to which the notes are linked were so treated, certain adverse U.S. federal income tax consequences could possibly apply to a non-U.S. Holder. You should refer to information filed with the SEC by each Market Measure and issuers of interests, as appropriate, underlying each Market Measure and consult your tax advisor regarding the possible consequences to you, if any...
Unrelated Business Taxable Income. Any gross income derived by the Purchasers from the Company shall be in the form of dividends, interest, capital gains and losses from the disposition of property, rents and royalties, but only such rents and royalties as are excluded pursuant to Code Sections 512(b)(2) and 512(b)(3), respectively, in calculating unrelated business taxable income and only such dividends, interest, capital gains and losses, and rents and royalties that are not included under Section 512(b)(4) of the Code in calculating unrelated business taxable income. This Section 3.13 shall not be deemed to apply to (i) any compensation (in cash, stock or other form) received by designees of the Purchasers in their capacities as directors of the Company that is transferred to the Purchasers, or (ii) any income included under Section 512(b)(4) of the Code as a result of acquisition indebtedness incurred by any Purchaser in connection with the purchase of an interest in the Company, or (iii) any income derived by the Purchasers from the Company with respect to which the Purchasers have expressly waived in writing the application of the provision of this Section 3.13, or (iv) any income derived by the Purchasers pursuant to the reimbursement of expenses pursuant to Section 7 hereof.
Unrelated Business Taxable Income. No Company Benefit Plan (or trust or other funding vehicle pursuant thereto) has incurred any liability under Code Section 511.
Unrelated Business Taxable Income. The Company shall use its reasonable commercial efforts to ensure that any gross income derived by the Purchasers from the Company shall be in the form of dividends, interest, capital gains and losses from the disposition of property, and rents and royalties, but only such rents and royalties as are excluded pursuant to Code Sections 512(b)(2) and 512(b)(3), respectively, in calculating unrelated business taxable income and only such dividends, interest, capital gains and losses, and rents and royalties that are not included under Section 512(b)(4) of the Code in calculating unrelated business taxable income.
Unrelated Business Taxable Income. The General Partner shall use commercially reasonable efforts to avoid taking any action which it knows or reasonably should know would (a) cause any indebtedness of the Company to not qualify for the exception to “acquisition indebtedness” under Code Section 514(c)(9)(A), or (b) otherwise cause NYSCRF to have a substantial risk of recognizing UBTI (assuming, for this purpose, that NYSCRF is an organization subject to the tax imposed by Code Section 511(a)(1)), provided that any transaction which General Partner determines will create UBTI for NYSCRF shall require NYSCRF’s prior approval. By way of example and without limiting the generality of the foregoing, the General Partner shall use its best efforts to ensure that:
(a) With respect to any lease executed on behalf of the Company:
(i) The determination of the amount of rent shall not be expressed in whole or in part as a percentage of the income or profits derived by the lessee from the space leased (other than an amount based on a fixed percentage or percentages of gross receipts or gross sales);
(ii) Not more than ten percent (10%) of the rent shall be expressly attributable to personal property, determined at the time the personal property is placed in service by the lessee (and not by reference to any allocation contained in the lease documents);
(iii) If subleasing is permitted, the Company may not share in any net profit derived by the tenant from any sublease, and the tenant thereunder may not sublease all or any portion of its leasehold interest in violation of paragraph (i);
(iv) No services shall be performed for the tenant other than services usually or customarily rendered to tenants in connection with office space; and
(v) All tenant payments under the lease shall be designated as “rent” or “additional rent”.
(b) The General Partner shall not engage in, or cause the Company to engage in, any activity that would cause all or any part of the Property to be considered stock in trade or other property of a kind which would properly be includable in inventory if on hand at the close of the taxable year or property held primarily for sale to customers in the ordinary course of a trade or business of the Company. NYSCRF acknowledges that a decision to sell or otherwise dispose of any property of the Company may cause the Company to engage in commercially reasonable sales activities and the Company and the General Partner are authorized to engage in such activities with respect to Company property...
