Common use of Dispute Resolution Regarding REIT Compliance Clause in Contracts

Dispute Resolution Regarding REIT Compliance. Any dispute over whether an activity of the Partnership or the Subsidiary is in violation of Section 14.2 shall be determined in the reasonable judgment of TRT after first having consulted with DDR Parent and its tax advisor. Prior to taking any action to remedy any action TRT believes to be in violation of Section 14.2, TRT shall at TRT's cost and expense first obtain a written opinion of counsel acceptable to the Executive Committee that such action is necessary in order to avoid an adverse effect upon the status of TRT Parent as a REIT by reason of its ownership interest in the Partnership or to avoid TRT Parent incurring any taxes under Section 857 or 4981 of the Code by reason of TRT Parent's ownership interest in the Partnership. In addition to the foregoing, any action that TRT proposes to take to remedy any violation of Section 14.2 shall be taken to the minimum extent necessary to prevent TRT Parent from failing to qualify as a REIT by reason of its ownership interest in the Partnership or to avoid TRT Parent incurring any taxes under Section 857 or 4981 of the Code by reason of TRT Parent's ownership interest in the Partnership.

Dispute Resolution Regarding REIT Compliance. Any dispute over whether an activity of the Partnership or the Subsidiary is in violation of Section 14.2 shall be determined in the reasonable judgment of TRT after first having consulted with DDR Parent and its tax advisor. Prior to taking any action to remedy any action TRT believes to be in violation of Section 14.2, TRT shall at TRT's ’s cost and expense first obtain a written opinion of counsel acceptable to the Executive Committee that such action is necessary in order to avoid an adverse effect upon the status of TRT Parent as a REIT by reason of its ownership interest in the Partnership or to avoid TRT Parent incurring any taxes under Section 857 or 4981 of the Code by reason of TRT Parent's ’s ownership interest in the Partnership. In addition to the foregoing, any action that TRT proposes to take to remedy any violation of Section 14.2 shall be taken to the minimum extent necessary to prevent TRT Parent from failing to qualify as a REIT by reason of its ownership interest in the Partnership or to avoid TRT Parent incurring any taxes under Section 857 or 4981 of the Code by reason of TRT Parent's ’s ownership interest in the Partnership.