Common use of 754 Election Clause in Contracts

754 Election. The general partner of the Partnership shall cause the Partnership to make a Section 754 election under the Code. This Agreement may be terminated at any time prior to the Closing by written notice given prior to or at the Closing: (a) (i) by Subscriber if there is a material violation or breach by the General Partner or Partnership of any covenant or obligation contained in this Agreement and such violation or breach has not been waived by Subscriber or cured by the General Partner or Partnership within fifteen (15) days following Subscriber's written notice of same to the General Partner; or (ii) by the General Partner if there is a material violation or breach by Subscriber of any covenant or obligation contained in this Agreement and such violation or breach has not been waived by the General Partner or cured by Subscriber within fifteen (15) days following written notice by the General Partner of the same to Subscriber; (b) (i) by Subscriber if there is a material violation or breach by the General Partner or Partnership of any of their representations or warranties contained in this Agreement such that the condition set forth in paragraph (b) of Section Ninth would not be satisfied, and such violation or breach has not been waived by Subscriber or cured by the General Partner within fifteen (15) days following Subscriber's written notice of same to the General Partner; or (ii) by the General Partner if there is a material violation or breach by Subscriber of its representations or warranties contained in this Agreement such that the condition set forth in paragraph (b) of Section Tenth would not be satisfied, and such violation or breach has not been waived by the General Partner or cured by the Subscriber within fifteen (15) days following General Partner's written notice of same to the Subscriber; (c) by Subscriber or the General Partner if the transactions contemplated by this Agreement have not been consummated by January 3, 2019 (unless such deadline is extended by mutual written agreement of the Subscriber and the General Partner); provided that neither party shall be entitled to terminate this Agreement pursuant to this paragraph (c) if such party's failure to perform its obligations under this Agreement (and in the case of the General Partner, either the General Partner or the Partnership has failed to perform its obligations) has prevented the consummation of the transactions contemplated by this Agreement; (d) by mutual written consent of Subscriber and the General Partner; or (e) by Subscriber or DOC (as defined in Appendix A to the First Amendment) as permitted by Appendix A to the First Amendment. Each party's right of termination under this Section Twelfth is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. In the event of termination of this Agreement as provided in this Section Twelfth, the provisions of this Agreement shall immediately become of no further force and effect (other than this Section Twelfth and Section Fourteenth, each of which shall survive the termination of this Agreement) without any party being liable to any other party; provided, however, that in the event that this Agreement is terminated pursuant to paragraph (a) or (b) of Section Twelfth, the parties shall be entitled to all damages available at law and in equity for breaches of this Agreement by the other parties. THIRTEENTH - INDEMNIFICATION:

754 Election. The general partner of the Partnership shall cause the Partnership to make a Section 754 election under the Code. TWELFTH - TERMINATION: This Agreement may be terminated at any time prior to the Closing by written notice given prior to or at the Closing: (a) (i) by Subscriber if there is a material violation or breach by the General Partner or Partnership of any covenant or obligation contained in this Agreement and such violation or breach has not been waived by Subscriber or cured by the General Partner or Partnership within fifteen (15) days following Subscriber's written notice of same to the General Partner; or (ii) by the General Partner if there is a material violation or breach by Subscriber of any covenant or obligation contained in this Agreement and such violation or breach has not been waived by the General Partner or cured by Subscriber within fifteen (15) days following written notice by the General Partner of the same to Subscriber; (b) (i) by Subscriber if there is a material violation or breach by the General Partner or Partnership of any of their representations or warranties contained in this Signature Page to Subscription Agreement Agreement such that the condition set forth in paragraph (b) of Section Ninth would not be satisfied, and such violation or breach has not been waived by Subscriber or cured by the General Partner within fifteen (15) days following Subscriber's written notice of same to the General Partner; or (ii) by the General Partner if there is a material violation or breach by Subscriber of its representations or warranties contained in this Agreement such that the condition set forth in paragraph (b) of Section Tenth would not be satisfied, and such violation or breach has not been waived by the General Partner or cured by the Subscriber within fifteen (15) days following General Partner's written notice of same to the Subscriber; (c) by Subscriber or the General Partner if the transactions contemplated by this Agreement have not been consummated by January 3, 2019 (unless such deadline is extended by mutual written agreement of the Subscriber and the General Partner); provided that neither party shall be entitled to terminate this Agreement pursuant to this paragraph (c) if such party's failure to perform its obligations under this Agreement (and in the case of the General Partner, either the General Partner or the Partnership has failed to perform its obligations) has prevented the consummation of the transactions contemplated by this Agreement; (d) by mutual written consent of Subscriber and the General Partner; or (e) by Subscriber or DOC (as defined in Appendix A to the First Amendment) as permitted by Appendix A to the First Amendment. Each party's right of termination under this Section Twelfth is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. In the event of termination of this Agreement as provided in this Section Twelfth, the provisions of this Agreement shall immediately become of no further force and effect (other than this Section Twelfth and Section Fourteenth, each of which shall survive the termination of this Agreement) without any party being liable to any other party; provided, however, that in the event that this Agreement is terminated pursuant to paragraph (a) or (b) of Section Twelfth, the parties shall be entitled to all damages available at law and in equity for breaches of this Agreement by the other parties. THIRTEENTH - INDEMNIFICATION:

754 Election. The general partner of the Partnership shall cause the Partnership to make a Section 754 election under the Code. This Agreement may be terminated at any time prior to the Closing by written notice given prior to or at the Closing: (a) (i) by Subscriber if there is a material violation or breach by the General Partner or Partnership of any covenant or obligation contained in this Agreement and such violation or breach has not been waived by Subscriber or cured by the General Partner or Partnership within fifteen (15) days following Subscriber's written notice of same to the General Partner; or (ii) by the General Partner if there is a material violation or breach by Subscriber of any covenant or obligation contained in this Agreement and such violation or breach has not been waived by the General Partner or cured by Subscriber within fifteen (15) days following written notice by the General Partner of the same to Subscriber; (b) (i) by Subscriber if there is a material violation or breach by the General Partner or Partnership of any of their representations or warranties contained in this Agreement such that the condition set forth in paragraph (b) of Section Ninth would not be satisfied, and such violation or breach has not been waived by Subscriber or cured by the General Partner within fifteen (15) days following Subscriber's written notice of same to the General Partner; or (ii) by the General Partner if there is a material violation or breach by Subscriber of its representations or warranties contained in this Agreement such that the condition set forth in paragraph (b) of Section Tenth would not be satisfied, and such violation or breach has not been waived by the General Partner or cured by the Subscriber within fifteen (15) days following General Partner's written notice of same to the Subscriber;this (c) by Subscriber or the General Partner if the transactions contemplated by this Agreement have not been consummated by January 3, 2019 (unless such deadline is extended by mutual written agreement of the Subscriber and the General Partner); provided that neither party shall be entitled to terminate this Agreement pursuant to this paragraph (c) if such party's failure to perform its obligations under this Agreement (and in the case of the General Partner, either the General Partner or the Partnership has failed to perform its obligations) has prevented the consummation of the transactions contemplated by this Agreement; (d) by mutual written consent of Subscriber and the General Partner; or (e) by Subscriber or DOC (as defined in Appendix A to the First Amendment) as permitted by Appendix A to the First Amendment. Each party's right of termination under this Section Twelfth is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. In the event of termination of this Agreement as provided in this Section Twelfth, the provisions of this Agreement shall immediately become of no further force and effect (other than this Section Twelfth and Section Fourteenth, each of which shall survive the termination of this Agreement) without any party being liable to any other party; provided, however, that in the event that this Agreement is terminated pursuant to paragraph (a) or (b) of Section Twelfth, the parties shall be entitled to all damages available at law and in equity for breaches of this Agreement by the other parties. THIRTEENTH - INDEMNIFICATION-INDEMNIFICATION:

754 Election. The general partner of the Partnership shall cause the Partnership to make a Section 754 election under the Code. This Agreement may be terminated at any time prior to the Closing by written notice given prior to or at the Closing: (a) (i) by Subscriber if there is a material violation or breach by the General Partner or Partnership of any covenant or obligation contained in this Agreement and such violation or breach has not been waived by Subscriber or cured by the General Partner or Partnership within fifteen (15) days following Subscriber's written notice of same to the General Partner; or (ii) by the General Partner if there is a material violation or breach by Subscriber of any covenant or obligation contained in this Agreement and such violation or breach has not been waived by the General Partner or cured by Subscriber within fifteen (15) days following written notice by the General Partner of the same to Subscriber; (b) (i) by Subscriber if there is a material violation or breach by the General Partner or Partnership of any of their representations or warranties contained in this Agreement such that the condition set forth in paragraph (b) of Section Ninth would not be satisfied, and such violation or breach has not been waived by Subscriber or cured by the General Partner within fifteen (15) days following Subscriber's written notice of same to the General Partner; or (ii) by the General Partner if there is a material violation or breach by Subscriber of its representations or warranties contained in this Agreement such that the condition set forth in paragraph (b) of Section Tenth would not be satisfied, and such violation or breach has not been waived by the General Partner or cured by the Subscriber within fifteen (15) days following General Partner's written notice of same to the Subscriber; (c) by Subscriber or the General Partner if the transactions contemplated by this Agreement have not been consummated by January 3, 2019 (unless such deadline is extended by mutual written agreement of the Subscriber and the General Partner); provided that neither party shall be entitled to terminate this Agreement pursuant to this paragraph (c) if such party's failure to perform its obligations under this Agreement (and in the case of the General Partner, either the General Partner or the Partnership has failed to perform its obligations) has prevented the consummation of the transactions contemplated by this Agreement; (d) by mutual written consent of Subscriber and the General Partner; or (e) by Subscriber or DOC (as defined in Appendix A to the First Amendment) as permitted by Appendix A to the First Amendment. Each party's right of termination under this Section Twelfth is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. In the event of termination of this Agreement as provided in this Section Twelfth, the provisions of this Agreement shall immediately become of no further force and effect (other than this Section Twelfth and Section Fourteenth, each of which shall survive the termination of this Agreement) without any party being liable to any other party; provided, however, that in the event that this Agreement is terminated pursuant to paragraph (a) or (b) of Section Twelfth, the parties shall be entitled to all damages available at law and in equity for breaches of this Agreement by the other parties. THIRTEENTH - INDEMNIFICATION:.