Common use of General Prohibition on Disposition of Protected Properties Clause in Contracts

General Prohibition on Disposition of Protected Properties. The REIT and the Partnership agree, for the benefit of each Protected Partner and for the term of the applicable Tax Protection Period, not to directly or indirectly sell, exchange, transfer or otherwise dispose of a Protected Property or any interest therein (without regard to whether such disposition is voluntary or involuntary) in a transaction that would cause a Protected Partner to recognize any Protected Gain. Without limiting the foregoing, (i) any transaction or event that would cause a Protected Partner to recognize gain for U.S. federal income tax purposes with respect to any Protected Property or any direct or indirect interest therein will be treated as a disposition of a Protected Property, and (ii) a disposition shall include any transfer, voluntary or involuntary, in a foreclosure proceeding, pursuant to a deed in lieu of foreclosure, or in a bankruptcy proceeding. In addition, with respect to the Protected Properties listed as Schedule 2(ii) Protected Properties on Schedule 2 hereto, after the expiration of the Tax Protection Period applicable to such Protected Properties, the REIT and the Partnership shall use their best efforts to continue to comply with the obligations of this Article II; provided, however, that with respect to a Protected Partner, such obligation to use best efforts shall terminate at such time as such Protected Partner (or one or more successor Protected Partners) has disposed of fifty percent (50%) or more of the OP Units received, directly or indirectly, in the Transaction by such Protected Partner in one or more taxable transactions; provided, further, that such obligation to use best efforts will terminate for all Protected Partners upon the later of the death of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or his wife, ▇▇▇▇▇ ▇.