Common use of Tax Elections Clause in Contracts

Tax Elections. Except as otherwise provided herein, the Managing Member shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code, including, without limitation, the election under Section 754 of the Code. The Managing Member shall have the right to seek to revoke any such election (including, without limitation, any election under Code Sections 754) upon the Managing Member's determination in its sole and absolute discretion that such revocation is in the best interests of the Members.

Appears in 9 contracts

Samples: Limited Liability Company Agreement (Bre Properties Inc /Md/), Limited Liability Company Agreement (Inland Real Estate Corp), Limited Liability Company Agreement (Bre Properties Inc /Md/)

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Tax Elections. Except as otherwise provided herein, the Managing Member shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code, including, without limitation, except that the election under Section 754 of the CodeCode in accordance with applicable regulations thereunder shall be made at the request of any Member. The Managing Member shall have the right to seek to revoke any such election (including, including without limitation, any election under Code Sections 754Section 754 of the Code) upon the Managing Member's ’s determination in its sole and absolute discretion that such revocation is in the best interests of the Members.

Appears in 9 contracts

Samples: Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.), Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.), Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.)

Tax Elections. Except as otherwise provided herein, the Managing Member shall, in its sole and absolute discretion, determine whether to cause the Company to make any available election pursuant to the Code, including, without limitationbut not limited to, the election under Code Section 754 of the Code754. The Managing Member shall have the right to cause the Company to seek to revoke any such election (including, without limitation, any election under Code Sections Section 754) upon the Managing Member's ’s determination in its sole and absolute discretion that such revocation is in the best interests of the Members.

Appears in 4 contracts

Samples: Operating Agreement (Healthpeak Properties, Inc.), Limited Liability Company Agreement (Kimco Realty Corp), Limited Liability Company Agreement (Kimco Realty OP, LLC)

Tax Elections. Except as otherwise provided herein, the Managing Member shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code, including, without limitation, including the election under Section 754 of the Code. The Managing Member shall have the right to seek to revoke any such election (including, including without limitation, any election under Code Sections 754Section 754 of the Code) upon the Managing Member's ’s determination in its sole and absolute discretion that such revocation is in the best interests of the Members.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Brookfield DTLA Fund Office Trust Investor Inc.), Limited Liability Company Agreement (Brookfield DTLA Fund Office Trust Investor Inc.), Limited Liability Company Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)

Tax Elections. A. Except as otherwise provided herein, the Managing Member shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code, including, without limitation, Code (including the election under Section 754 of the Code). The Managing Member shall have the right to seek to revoke any such election (including, without limitation, any election under Code Sections 754) upon the Managing Member's ’s determination in its sole and absolute discretion that such revocation is in the best interests of the Members.

Appears in 4 contracts

Samples: Operating Agreement (Broadstone Net Lease, Inc.), Limited Liability Company Agreement (Jernigan Capital, Inc.), Limited Liability Company Agreement (Nexpoint Diversified Real Estate Trust)

Tax Elections. Except as otherwise provided herein, the Managing Member shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code, including, without limitation, except that the election under Section 754 of the CodeCode in accordance with applicable regulations thereunder shall be made at the request of any Member. The Managing Member shall have the right to seek to revoke any such election (including, including without limitation, any election under Code Sections 754Section 754 of the Code) upon the Managing Member's determination in its sole and absolute discretion that such revocation is in the best interests of the Members.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Strategic Hotel Capital Inc), Limited Liability Company Agreement (Strategic Hotel Capital Inc), Limited Liability Company Agreement (Strategic Hotel Capital Inc)

Tax Elections. Except as otherwise provided herein, the Managing Member shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code, including, without limitation, Code (including the election under Section 754 of the Code) or under applicable state, local or other tax laws. The Managing Member shall have the right to seek to revoke any such election (including, without limitation, any election under Code Sections 754) upon the Managing Member's ’s determination in its sole and absolute discretion that such revocation is in the best interests of the Members.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Trizec Properties Inc), Contribution Agreement (Trizec Properties Inc)

Tax Elections. (a) Except as otherwise provided herein, the Managing Member shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code, including, without limitation, including the election under Section 754 of the Code. The Managing Member shall have the right to seek to revoke any such election (including, without limitation, including any election under Code Sections 754461(h) and 754 of the Code) upon the Managing Member's ’s determination in its sole and absolute discretion that such revocation is in the best interests of the Members.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Istar Inc.)

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Tax Elections. Except as otherwise provided herein, the Managing Member shall, in its sole and absolute reasonable discretion, determine whether to make any available election pursuant to the Code, including, without limitation, the election under Section 754 of the Code. The Managing Member shall have the right to seek to revoke any such election (including, without limitation, any election under Code Sections 754) based upon the Managing Member's Members determination in its sole and absolute discretion that as to whether such revocation election is in the best interests of the Members; provided, however, that the Managing Member shall make the election under Section 754 of the Code in accordance with applicable regulations thereunder and shall do so effective for its first taxable year if so requested by a Member or if the Managing Member determines such election to be in its interests.

Appears in 1 contract

Samples: Registration Rights Agreement (Tarragon Realty Investors Inc)

Tax Elections. Except as otherwise provided herein, the Managing Member Members shall, in its their sole and absolute discretion, determine whether to make any available election pursuant to the Code, including, without limitation, the election under Section 754 of the Code. The Managing Member Members shall have the right to seek to revoke any such election (including, without limitation, any election under Code Sections 754) upon the Managing Member's Members' determination in its their sole and absolute discretion that such revocation is in the best interests of the Members.

Appears in 1 contract

Samples: Operating Agreement (Pan Pacific Retail Properties Inc)

Tax Elections. Except A. Subject to Section 10.2.B below and except as otherwise provided herein, the Managing Member shall, in its sole and absolute discretion, shall determine whether to make any available election pursuant to the Code, including, without limitation, the election under Section 754 of the Code. The Subject to Section 10.2.B below, the Managing Member shall have the right to seek to revoke any such election (including, without limitation, any election under Code Sections 754) upon the Managing Member's determination in its sole and absolute discretion that such revocation is in the best interests of the Members).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Health Care Property Investors Inc)

Tax Elections. Except as otherwise provided herein, the Managing Member shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code, including, without limitation, the election under Section 754 of the Code. The Managing Member shall have the right to seek to revoke any such election (including, without limitation, any election under Code Sections 754) upon the Managing Member's ’s determination in its sole and absolute discretion that such revocation is in the best interests of the Members.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Hcp, Inc.)

Tax Elections. A. Except as otherwise provided herein, the Managing Member shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code, including, without limitation, the election under Section 754 of the Code. The Managing Member shall have the right to seek to revoke any such election (including, without limitation, any election under Code Sections 754) upon the Managing Member's ’s determination in its sole and absolute discretion that such revocation is in the best interests of the MembersCompany.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)

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