Common use of Nothing contained in Section Clause in Contracts

Nothing contained in Section. 30.01 shall prohibit the Partnership from selling, exchanging (including, without limitation, an exchange pursuant to Section 1031 or 1033 of the Code) or otherwise disposing of any Property in violation of the restrictions set forth therein, in which case the Partnership shall deliver to each Contributor, by April 1 of the year following the year in which such violation occurs, either (A) its respective Indemnity Remedy and Loan Remedy or (B) in the case of each ▇▇▇▇▇▇ Contributor which has elected under Section 30.01(c)(iii) to receive the Modified Loan Remedy with respect to such disposition, its respective Modified Loan Remedy. The "INDEMNITY REMEDY" shall mean, for any Contributor with respect to a Property disposed of, a payment of (i)(x) an amount equal to the Indemnity Percentage multiplied by any federal and state income tax liability suffered by it with respect to any Section 704(c) Gain allocated to it with respect to such disposition (the "TAX LIABILITY") plus (y) an additional amount such that after payment by the affected Contributor of all taxes on amounts received under the Indemnity Remedy, the affected Contributor retains an amount equal to the Indemnity Percentage multiplied by the Tax Liability or (ii) if less, in the case of ROP, the Maximum ROP Payment. The "INDEMNITY PERCENTAGE" shall be 100% for dispositions that occur prior to the one (1) year anniversary of the Closing Date with respect to such Property and shall decline in equal annual increments for dispositions that occur after each successive anniversary of such Closing Date. Such increments shall be twenty (20) percentage points with respect to any Property set forth in Schedule 12.1 or Schedule 12.2 hereto and shall be twelve-and-one-half (12.5) percentage points with respect to any Property set forth in Schedule 13 hereto. The "LOAN REMEDY" shall be an interest-free loan in the amount by which the Tax Liability exceeds the amount described in clause (i)(x) of the definition of the Indemnity Remedy. The "MODIFIED LOAN REMEDY" shall be, for any ▇▇▇▇▇▇ Contributor with respect to a Property disposed of, an interest-free loan in the amount equal to the federal and state income tax liability suffered by such ▇▇▇▇▇▇ Contributor with respect to any Section 704(c) Gain allocated to it with respect to such disposition. Any loan made pursuant to the Loan Remedy or the Modified Loan Remedy shall be repayable in full by the relevant Contributor on April 15 of the year following the year in which the five (5) year or eight (8) year anniversary of the Closing Date applicable under Section 30.01 with respect to the Property disposed of occurs. If the amount of Section 704(c) Gain actually allocated to the Contributor shall differ from the amount projected

Nothing contained in Section. 30.01 shall prohibit the Partnership from selling, exchanging (including, without limitation, an exchange pursuant to Section 1031 or 1033 of the Code) or otherwise disposing of any Property in violation of the restrictions set forth therein, in which case the Partnership shall deliver to each Contributor, by April 1 of the year following the year in which such violation occurs, either (A) its respective Indemnity Remedy and Loan Remedy or (B) in the case of each ▇▇▇▇▇▇ Morris Contributor which has elected under Section 30.01(c)(iii) to receive ▇▇▇▇▇ve the Modified Loan Remedy with respect to such disposition, its respective Modified Loan Remedy. The "INDEMNITY REMEDY" shall mean, for any Contributor with respect to a Property disposed of, a payment of (i)(x) an amount equal to the Indemnity Percentage multiplied by any federal and state income tax liability suffered by it with respect to any Section 704(c) Gain allocated to it with respect to such disposition (the "TAX LIABILITY") plus (y) an additional amount such that after payment by the affected Contributor of all taxes on amounts received under the Indemnity Remedy, the affected Contributor retains an amount equal to the Indemnity Percentage multiplied by the Tax Liability or (ii) if less, in the case of ROP, the Maximum ROP Payment. The "INDEMNITY PERCENTAGE" shall be 100% for dispositions that occur prior to the one (1) year anniversary of the Closing Date with respect to such Property and shall decline in equal annual increments for dispositions that occur after each successive anniversary of such Closing Date. Such increments shall be twenty (20) percentage points with respect to any Property set forth in Schedule 12.1 or Schedule 12.2 hereto and shall be twelve-and-one-half (12.5) percentage points with respect to any Property set forth in Schedule 13 hereto. The "LOAN REMEDY" shall be an interest-free loan in the amount by which the Tax Liability exceeds the amount described in clause (i)(x) of the definition of the Indemnity Remedy. The "MODIFIED LOAN REMEDY" shall be, for any ▇▇▇▇▇▇ Morris Contributor with respect to a Property disposed of, an interestinter▇▇▇-free ▇▇ee loan in the amount equal to the federal and state income tax liability suffered by such ▇▇▇▇▇▇ Morris Contributor with respect to any Section 704(c) Gain allocated to it allocate▇ ▇▇ ▇t with respect to such disposition. Any loan made pursuant to the Loan Remedy or the Modified Loan Remedy shall be repayable in full by the relevant Contributor on April 15 of the year following the year in which the five (5) year or eight (8) year anniversary of the Closing Date applicable under Section 30.01 with respect to the Property disposed of occurs. If the amount of Section 704(c) Gain actually allocated to the Contributor shall differ from the amount projectedprojected on April 1 of the year following the year in which the violation of the restriction set forth in Section 30.01 occurs, the amount paid under the Indemnity Remedy and the amount loaned under the Loan Remedy or Modified Loan Remedy shall thereupon be correspondingly adjusted by means of an additional payment and loan or a partial refund and repayment of loan, as the case may be. The "MAXIMUM ROP PAYMENT" shall mean the amount that can be paid to ROP without causing RA to fail to meet the requirements of Sections 856(c)(2) or (3) of the Code determined as if such amount would constitute income not described in Sections 856(c)(2)(A)-(H) and 856(c)(3)(A)-(I) of the Code, as determined by independent accountants of RA. For purposes of the foregoing: