Common use of Monetary Damages Clause in Contracts

Monetary Damages. In the event that the Partnership breaches its obligations set forth in Article 2 with respect to a Protected Partner, the Protected Partner’s sole remedy shall be to receive from the Partnership, and the Partnership shall pay to such Protected Partner as damages, an amount equal to the aggregate federal, state, and local income taxes incurred by the Protected Partner or an Indirect Owner with respect to the Protected Gain that is allocable to such Protected Partner under the Partnership Agreement as a result of the disposition of the Gain Limitation Property. In addition, the Partnership shall pay to the Protected Partner or Indirect Owner an amount equal to the aggregate federal, state, and local income taxes payable by the Protected Partner or Indirect Owner as a result of the receipt of any payment required under this Section 4.1. For purposes of computing the amount of federal, state, and local income taxes required to be paid by a Protected Partner (or Indirect Owner), (i) any deduction for state income taxes payable as a result thereof actually allowed in computing federal income taxes shall be taken into account, and (ii) a Protected Partner’s (or Indirect Owner’s) tax liability shall be computed using the highest federal, state and local marginal income tax rates (plus the tax rate on net investment income, if applicable) that would be applicable to such Protected Partner’s (or Indirect Owner’s) taxable income (taking into account the character and type of such income or gain) for the year with respect to which the taxes must be paid, without regard to any deductions, losses or credits that may be available to such Protected Partner (or Indirect Owner) that would reduce or offset its actual taxable income or actual tax liability if such deductions, losses or credits could be utilized by the Protected Partner (or Indirect Owner) to offset other income, gain or taxes of the Protected Partner (or Indirect Owner), either in the current year, in earlier years, or in later years.

Monetary Damages. In the event that the Partnership or a Subsidiary breaches its obligations set forth in Article 2 or Article 3 with respect to a Protected Partner, the Protected Partner’s sole remedy right shall be to receive from the Partnership, and the Partnership shall pay to such Protected Partner as damages, an amount equal to: (i) in the case of a violation of Article ▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ and local income taxes (including any applicable alternative minimum tax, to the aggregate federalextent that such Protected Partner is actually subject to such tax for the relevant taxable year) incurred by the Protected Partner as a result of the income or gain allocated to, stateor otherwise recognized by, such Protected Partner by reason of such breach; and (ii) in the case of a violation of Article ▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, and local income taxes incurred by (including any applicable alternative minimum tax, to the extent that such Protected Partner or an Indirect Owner is actually subject to such tax for the relevant taxable year) incurred with respect to the Protected Gain incurred with respect to the Protected Property that is allocable to such Protected Partner under the Partnership Agreement Agreement; plus an additional amount so that, after the payment by such Protected Partner of all federal, state and local income taxes on amounts received pursuant to this Section 4.1 (including any tax liability incurred as a result of the disposition such Protected Partner’s receipt of the Gain Limitation Property. In additionsuch indemnity payment), the Partnership shall pay to the such Protected Partner or Indirect Owner retains an amount equal to the aggregate its total federal, state, state and local income taxes payable by the Protected Partner or Indirect Owner tax liability incurred as a result of the receipt of any payment required under this Section 4.1such breach. For purposes of computing the amount of federal, state, and local income taxes required to be paid by a Protected Partner (or Indirect Owner)Partner, (i) any deduction for state and local income taxes payable as a result thereof actually allowed in shall be treated as fully deductible for purposes of computing federal income taxes shall be taken into account(unless and to the extent that such Protected Partner is actually subject to the federal alternative minimum tax for the relevant taxable year and such deductions are not allowable for purposes of computing such tax), and (ii) a Protected Partner’s (or Indirect Owner’s) tax liability shall be computed using the highest federal, state and local marginal income tax rates (plus the tax rate on net investment income, if applicable) that would be applicable to such Protected Partner’s (or Indirect Owner’s) taxable income (taking into account the character and type of such income or gain) for the year with respect to which the taxes must be paid, and, except as described in clause (i), without regard to any deductions, losses or credits that may be available to such Protected Partner (or Indirect Owner) that would reduce or offset its actual taxable income or actual tax liability if such deductions, losses or credits could be utilized by the Protected Partner (or Indirect Owner) to offset other income, gain or taxes of the Protected Partner (or Indirect Owner)Partner, either in the current year, in earlier years, or in later years.

Monetary Damages. In the event that the Partnership breaches its obligations set forth in Article 2 with respect to a Protected Partner, the Protected Partner’s sole remedy right shall be to receive from the Partnership, and the Partnership shall pay to such Protected Partner as damages, an amount equal to (i) the product of (x) the aggregate federal, federal state, and local tax on income or Medicare taxes (including Section 1411 of the Code) incurred by the Protected Partner or an Indirect Owner with respect to the Protected Gain incurred with respect to the Gain Limitation Property that is allocable to (or borne by) such Protected Partner under the Partnership Agreement or Indirect Owner as a result of the disposition Partnership’s breach of the Gain Limitation Property. In addition, obligations set forth in Article 2 and (y) the Partnership shall pay to the Protected Partner or Indirect Owner Protection Percentage plus (ii) an amount equal to the aggregate federal, state, and local tax on income or Medicare taxes (including Section 1411 of the Code) payable by the Protected Partner or an Indirect Owner as a result of the receipt of any payment required under this under this Section 4.13.1. For purposes of computing the amount of federal, state, and local income taxes required to be paid by a Protected Partner (or Indirect Owner), (i) any deduction for state income taxes payable as a result thereof actually allowed in computing federal income taxes shall be taken into accountaccount (but assuming limitation on full deductibility due to adjusted gross income levels), and (ii) a Protected Partner’s (or Indirect Owner’s) tax liability shall be computed using the highest federal, state and local marginal income tax rates (plus the tax rate on net investment income, if applicableincluding any surtaxes or Medicare taxes under section 1411) that would be applicable to such Protected Partner’s (or Indirect Owner’s) taxable income (taking into account the character and type of such income or gain) for the year with respect to which the taxes must be paid, without regard to any deductions, losses or credits that may be available to such Protected Partner (or Indirect Owner) that would reduce or offset its actual taxable income or actual tax liability if such deductions, losses or credits could be utilized by the Protected Partner (or Indirect Owner) to offset other income, gain or taxes of the Protected Partner (or Indirect Owner), either in the current year, in earlier years, or in later years). The Protected Partners shall not be entitled to indemnification from the REIT or the Partnership for any tax liabilities incurred as a result of a Final Determination of the Contribution being treated for federal income tax purposes as a taxable exchange rather than a tax-deferred transaction. The provisions of this Section 3.1 shall not apply to a failure to provide the notice described in clause (1) of Section 2.1.3(b).

Monetary Damages. In the event that the Partnership breaches its obligations set forth in Article 2 with respect to a Protected Partner, the Protected Partner’s sole remedy right shall be to receive from the Partnership, and the Partnership shall pay to such Protected Partner as damages, an amount equal to the sum of (i) the aggregate federal, federal state, and local tax on income or Medicare taxes (including Section 1411 of the Code) incurred by the Protected Partner or an Indirect Owner of such Protected Partner with respect to the Protected Gain incurred with respect to the applicable Gain Limitation Property that is allocable to (or borne by) such Protected Partner under the Partnership Agreement or Indirect Owner as a result of the disposition Partnership’s breach of the Gain Limitation Property. In addition, the Partnership shall pay to the Protected Partner or Indirect Owner obligations set forth in Article 2 plus (ii) an amount equal to the aggregate federal, state, and local tax on income or Medicare taxes (including Section 1411 of the Code) payable by the Protected Partner or an Indirect Owner as a result of the receipt of any payment required under this under this Section 4.13.1. For purposes of computing the amount of federal, state, and local income taxes required to be paid by a Protected Partner (or Indirect Owner), (i) any deduction for state income taxes payable as a result thereof actually allowed in computing federal income taxes shall be taken into accountaccount (but assuming limitation on full deductibility due to adjusted gross income levels), and (ii) a Protected Partner’s (or Indirect Owner’s) tax liability shall be computed using the highest federal, state and local marginal income tax rates (plus including any surtaxes or Medicare taxes under Section 1411 of the tax rate on net investment income, if applicableCode) that would be applicable to such Protected Partner’s (or Indirect Owner’s) taxable income (taking into account the character and type of such income or gain) for the year with respect to which the taxes must be paid, without regard to any deductions, losses or credits that may be available to such Protected Partner (or Indirect Owner) that would reduce or offset its actual taxable income or actual tax liability if such deductions, losses or credits could be utilized by the Protected Partner (or Indirect Owner) to offset other income, gain or taxes of the Protected Partner (or Indirect Owner), either in the current year, in earlier years, or in later years). The Protected Partners shall not be entitled to indemnification from the REIT or the Partnership for any tax liabilities incurred as a result of a Final Determination of any Contribution being treated for federal income tax purposes as a taxable exchange rather than a tax-deferred transaction. The provisions of this Section 3.1 shall not apply to a failure to provide the notice described in clause (1) of Section 2.1(c)(ii)(B).