Common use of Co-Tenancy Clause in Contracts

Co-Tenancy. (a) Each Co-Tenant acknowledges and confirms that it owns or will own its interest in the Property as a tenant in common with the other Co-Tenants, and that each Co-Tenant's undivided interest in the Property is equal to its Percentage Interest. (b) The purposes of the Co-Tenants with respect to the Property are: (i) to acquire, manage, lease, mortgage and dispose of the Property; and (ii) to take such other actions as the Co-Tenants deem necessary or advisable to carry out the foregoing. The Co-Tenants intend to take and hold the Property for investment purposes only. The Co- Tenants shall only engage in activities that are customary services in connection with the maintenance and repair of the Property. Specifically, neither the Co-Tenants nor their agents shall provide services: (a) that are not “customary services” within the meaning of Revenue Ruling 75-374, 1975-2 C.B. 261; (b) the payment for which would not qualify as “rent” as defined by Section 512(b)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”) and the Regulations thereunder; or (c) the payment for which would not qualify as “rents from real Property” as defined by Code Sections 856(c)(2)(C) and 856(c)(3)(A) and the Treasury Regulations thereunder. (c) Without limitation of the preceding paragraph, none of the Co-Tenants shall have any fiduciary duty or obligation to any other Co-Tenant by reason of ownership of such Co-Tenant's interest in the Property or by reason of this Agreement. Each Co-Tenant and the partners, officers, directors, members, managers, and shareholders of each Co-Tenant may engage in whatever activities they choose, whether competitive with the Property or otherwise, without having or incurring any obligation to offer any interest in any such activities to any other Co-Tenant. Neither this Agreement nor the interest of any Co-Tenant in the Property nor the relationship among the Co- Tenants shall prevent any Co-Tenant, or the partners, officers, directors, members, managers, and shareholders of any Co-Tenant, from engaging in such activities, or require participation in such activities by any other Co-Tenant. (d) For so long as the Loan, or any portion thereof, remains outstanding, the Co-Tenants hereby waive any right they may have to partition the Property or to file a partition action relating to the Property and specifically covenant not to undertake any such action.