Restrictions on Dispositions of Protected Properties Sample Clauses
Restrictions on Dispositions of Protected Properties. (a) The Partnership agrees for the benefit of each Sale Restriction Partner, for the term of the Protected Period applicable to such Sale Restriction Partner, not to directly or indirectly sell, exchange, or otherwise dispose of any Protected Property.
(b) Notwithstanding the restriction set forth in Paragraph 2(a), the Partnership may dispose of a Protected Property if such disposition qualifies as a like-kind exchange under Section 1031 of the Code, or an involuntary conversion under Section 1033 of the Code, or other transaction (including, but not limited to, a contribution of property to any entity that qualifies for the nonrecognition of gain under Section 721 or Section 351 of the Code, or a merger or consolidation of the Partnership with or into another entity that qualifies for taxation as a "partnership" for federal income tax purposes (a "Successor Partnership")) that does not result in the recognition of any taxable income or gain to a Sale Restriction Partner with respect to Protected Units; provided, however, that: (1) in the event of a disposition under Section 1031 or Section 1033 of the Code, any property that is acquired in exchange for or as a replacement for a Protected Property shall thereafter be considered a Protected Property for purposes of this Paragraph 2; (2) if the Protected Property is transferred to another entity in a transaction in which gain or loss is not recognized, the interest of the Partnership in such entity shall thereafter be considered a Protected Property for Purposes of this Paragraph 2, and if the acquiring entity's disposition of the Protected Property would cause a Sale Restriction Partner to recognize gain or loss as a result thereof, the transferred Protected Property still shall be considered a Protected Property for purposes of this Paragraph 2 and the transferee shall have agreed to be jointly and severally liable for any payments required under Section 2(c) hereof; (3) in the event of a merger or consolidation involving the Partnership and a Successor Partnership, the Successor Partnership shall have agreed in writing for the benefit of the Sale Restriction Partners that all of the restrictions of this Paragraph 2 shall apply with respect to the Protected Properties, and (4) after the end of the ten (10) year period beginning on the closing date of the Spie▇▇▇ Merger, the Partnership may dispose of a Protected Property in a transaction that would have qualified as a like-kind exchange under Section 1031...
Restrictions on Dispositions of Protected Properties. (a) Subject to Section 2(b), the OP agrees, for the benefit of each Protected Partner and the Indirect Owners of such Protected Partner that during the Tax Protection Period neither the OP, nor any entity in which the OP holds a direct or indirect interest, will consummate a sale, transfer, exchange or other disposition of any Protected Property (a “Protected Property Disposition”) or any indirect interest therein in a transaction, including a Merger, that results in the recognition by any Protected Partner, for federal income tax purposes, of all or any portion of its Built-in Gain, including recognition thereof pursuant to Sections 704(c)(1)(B) or 737 of the Code (and including a Merger as a result of which a Protected Partner is required to exchange, tender or transfer Protected Units in a transaction that is partly or wholly taxable for federal income tax purposes). A disposition shall include a transaction that is deemed to be a disposition for federal income tax purposes and shall include any transfer, whether, voluntary or involuntary, in a foreclosure proceeding, pursuant to a deed in lieu of foreclosure or in a bankruptcy proceeding.
(b) Section 2(a) shall not apply to (i) any transaction which would not result in the recognition and allocation of any Built-in Gain to any Protected Partner or its Indirect Owners with respect to Protected Units, such as a transaction which qualifies as a tax-free like-kind exchange under Code Section 1031 or a tax-free contribution under Code Section 721 or Code Section 351 or a tax-free merger or consolidation of the OP with or into another entity that qualifies for taxation as a partnership for federal income tax purposes, or (ii) the condemnation or other taking of all or any portion of any Protected Property by a governmental entity or authority in eminent domain proceedings or otherwise or a casualty with respect thereto (each, a “Permitted Transfer”). In the case of a Permitted Transfer described in clause (ii) of this Section 2(b), the OP shall use good faith commercially reasonable efforts to structure such disposition as either a tax-free like-kind exchange under Code Section 1031 or other tax-free contribution or tax-free reinvestment of proceeds under Code Section 1033.
(c) If at the time of a Permitted Transfer of a Protected Property the property is secured, directly or indirectly, by Guaranteed Debt, then (i) in the OP’s sole discretion, either such debt shall be repaid in full or the OP shall obtain ...
Restrictions on Dispositions of Protected Properties. (a) General Prohibition on Disposition. Vornado OP agrees for the benefit of each SCR Unitholder, for the term of the Protected Period applicable to such SCR Unitholder, not to directly or indirectly sell, exchange, transfer, or otherwise dispose of any Protected Property or any interest therein (without regard to whether such disposition is voluntary or involuntary). Without limiting the foregoing, the term "sale, exchange, transfer or disposition" by Vornado OP shall be deemed to include, and the prohibition shall extend to:
(i) any direct or indirect disposition by any direct or indirect Subsidiary (including SCR) of any Protected Property or any interest therein;
(ii) any direct or indirect disposition by Vornado OP of all or any portion of its interest in SCR;
(iii) any direct or indirect disposition by Vornado OP or any Subsidiary of Vornado OP of all or any portion of its interest in any entity that (A) was a Subsidiary of SCR or (B) is a Subsidiary of Vornado and owns a direct or indirect interest in a Protected Property (which prohibition shall include, without limitation, any transaction involving a distribution or deemed distribution by a Subsidiary to Vornado OP under Section 731 of the Code);
(iv) any direct or indirect distribution by Vornado OP of any Protected Property (or any direct or indirect interest therein) that is subject to Section 704(c)(1)(B) of the Code and the Treasury Regulations thereunder; and
(v) any distribution by Vornado OP to an SCR Unitholder that is subject to Section 737 of the Code and the Treasury Regulations thereunder (except as, and to the extent, permitted under Section 2(f) below); Without limiting the foregoing, 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, except as set forth in Section 2(d) below. This Section 2(a) shall not be violated by an actual or deemed distribution of money (within the meaning of Section 731 of the Code) by Vornado OP that results in the recognition of gain solely by reason of Section 731 of the Code.
Restrictions on Dispositions of Protected Properties. (a) Subject to Section 2(b), neither the Operating Partnership nor any entity in which the Operating Partnership holds a direct or indirect interest will consummate a sale, transfer, exchange, or other disposition of any Protected Property (a “Protected Property Disposition”) in a taxable transaction for applicable income tax purposes during the Protected Period with respect to such property or otherwise in engage in a merger or other transaction that is treated as a taxable disposition of such property for applicable income tax purposes during the Protected Period.
(b) Section 2(a) shall not apply to (1) any transaction with respect to a Protected Property, such as a transaction that qualifies as a tax-free like-kind exchange under Code Section 1031 or a tax-free contribution under Code Section 721, which would not result in the allocation of income or gain to any Protected Partner or its Indirect Owners with respect to Protected Units, or (2) the condemnation or other taking of any Protected Property by a Governmental Entity in an eminent domain proceeding or otherwise (each, a “Permitted Transfer”). In the case of a Permitted Transfer described in clause (2) of this Section 2(b), the Operating Partnership shall use commercially reasonable efforts to structure such disposition as either a tax-free like-kind exchange under Code Section 1031 or a tax-free reinvestment of proceeds under Code Section 1033, provided that in no event shall the Operating Partnership be obligated to acquire or invest in any property that it otherwise would not have acquired or invested in.
Restrictions on Dispositions of Protected Properties. (i) Subject to Section 12(b)(ii), neither the Partnership nor any entity in which the Partnership holds a direct or indirect interest will consummate a sale, transfer, exchange, or other disposition of the Protected Property (a “Protected Property Disposition”) in a taxable transaction for applicable income tax purposes during the Protected Period with respect to such property or otherwise in engage in a merger or other transaction that is treated as a taxable disposition of such property for applicable income tax purposes during the Protected Period.
(ii) Section 12(b) shall not apply to (i) any transaction with respect to the Protected Property, such as a transaction that qualifies as a tax-free like-kind exchange under Code Section 1031 or a tax-free contribution under Code Section 721, which would not result in the allocation of income or gain to any Protected Partner or its Indirect Owners with respect to Protected Units, (ii) the condemnation or other taking of any Protected Property by a governmental entity or authority in an eminent domain proceeding or otherwise, (iii) any distribution of a Protected Property the tax treatment of which is determined under Code Section 731 or (iv) any redemption of a Series I Preferred Partner's Series I Preferred Units pursuant to Section 6 of this Amendment (each, a “Permitted Transfer”). In the case of a Permitted Transfer described in (ii) of this Section 12(b), the Partnership shall use commercially reasonable efforts to structure such disposition as either a tax-free like-kind exchange under Code Section 1031 or a tax-free reinvestment of proceeds under Code Section 1033, provided that in no event shall the Partnership be obligated to acquire or invest in any property that it otherwise would not have acquired or invested in.
Restrictions on Dispositions of Protected Properties. Subject to Section 2(b), GGP and GGP Partnership agree, for the benefit of each Protected Partner and the Indirect Owners of such Protected Partner, that neither GGP Partnership, JP Partnership nor any entity in which GGP Partnership or JP Partnership holds a direct or indirect interest will directly or indirectly sell, transfer, exchange, or otherwise dispose of any Protected Property or any direct or indirect interest therein (a "Protected Property Disposition") during the Protected Period. Any transaction or event (excluding any sale or exchange of Protected Units by a Protected Partner other than any transaction or event in which (1) GGP Partnership is merged with or into another entity and (2) a Protected Partner is required to exchange its Protected Units in a taxable exchange) which would cause any Protected Partner or an Indirect Owner thereof to recognize or be allocated gain for federal income tax purposes with respect to any Protected Property or direct or indirect interest therein will be treated as a Protected Property Disposition.
Restrictions on Dispositions of Protected Properties. (a) Subject to Section 2(b), GGP and GGP Partnership agree, for the benefit of each Protected Partner and the Indirect Owners of such Protected Partner, that neither GGP Partnership, JP Partnership nor any entity in which GGP Partnership or JP Partnership holds a direct or indirect interest will directly or indirectly sell, transfer, exchange, or otherwise dispose of any Protected Property or any direct or indirect interest therein (a "Protected Property Disposition") during the Protected Period. Any transaction or event (excluding any sale or exchange of Protected Units by a Protected Partner other than any transaction or event in which (1) GGP Partnership is merged with or into another entity and (2) a Protected Partner is required to exchange its Protected Units in a taxable exchange) which would cause any Protected Partner or an Indirect Owner thereof to recognize or be allocated gain for federal income tax purposes with respect to any Protected Property or direct or indirect interest therein will be treated as a Protected Property Disposition.
(b) Section 2(a) shall not apply to (i) any transaction with respect to a Protected Property, such as a transaction which qualifies as a tax-free like-kind exchange under Code Section 1031 or a tax-free contribution under Code Section 721, which would not result in the recognition of income or gain by or allocation of income or gain to any Protected Partner or its Indirect Owners, or (ii) the conveyance of any Protected Property, in whole or in part, to any person in connection with a foreclosure proceeding or deed in lieu thereof (provided the debt encumbering the property did not exceed seventy-five percent (75%) of the value of such property at the time the debt was entered into, taking into account all other debt encumbering the property), or (iii) the condemnation or other taking of any Protected Property by a governmental entity or authority in eminent domain proceedings or otherwise.
Restrictions on Dispositions of Protected Properties. The Partnership agrees for the benefit of each Sale Restriction Partner, for the term of the Protected Period applicable to such Sale Restriction Partner, not to directly or indirectly sell, exchange, or otherwise dispose of any Protected Property.
Restrictions on Dispositions of Protected Properties. (a) Subject to Section 2(b), during the Protected Period, neither EGPLP nor any entity in which EGPLP holds a direct or indirect interest will consummate, directly or indirectly, a sale, transfer, exchange, or other disposition of any Protected Property or any interest therein in a transaction that results in the recognition by any WD Indemnified Party of all or any portion of the Built-In Gain.
(b) Section 2(a) shall not apply to any sale or transfer as a result of the condemnation or other taking of any Protected Property by a Government Entity in an eminent domain proceeding or otherwise.
Restrictions on Dispositions of Protected Properties. (a) Subject to Section 2(b), Partnership agrees, for the benefit of Contributor, that neither Partnership nor any entity in which Partnership holds a direct or indirect interest will consummate a sale, transfer, exchange, or other disposition of any Protected Property (a “Protected Property Disposition”) during the Protected Period.
(b) Section 2(a) shall not apply to (i) any transaction with respect to a Protected Property, such as a transaction which qualifies as a tax-free exchange under Code Section 1031 or 1033 or a tax-free contribution under Code Section 721, which would not result in the allocation of income or gain to Contributor with respect to Protected Units, (ii) the conveyance of any Protected Property, in whole or in part, to any person in connection with a foreclosure proceeding or deed in lieu thereof, provided that, at no time did Partnership encumber the Property with debt that in the aggregate exceeded 65% of its value at the time the Property first became subject to such debt, (iii) the transfer of any Protected Property pursuant to a call option in existence on the Closing Date, (iv) the condemnation or other taking of any Protected Property by a governmental entity or authority in eminent domain proceedings or otherwise, provided that, Partnership has made a good faith effort to effectuate a tax-free exchange pursuant to Code Section 1033 with respect to such disposition, (v) any redemption by Partnership of Protected Units, or (vi) a sale or other disposition of all or substantially all of Partnership’s assets (by merger or otherwise).