Common use of Tax Procedures Clause in Contracts

Tax Procedures. (a) With respect to any period in which Sabra has made or will make an election to be taxed as a REIT, notwithstanding any other provisions in this Agreement, any payments to be made by New Sun to any member of the Sabra Group pursuant to Sections 4.03(b), 4.03(c) or 4.04(f) for any calendar year shall not exceed the sum of (i) the amount that it is determined will not be gross income of Sabra for purposes of the requirements of Sections 856(c)(2) and (3) of the Code for any period in which Sabra has made an election to be taxed as a REIT, with such determination to be set forth in an opinion of outside tax counsel selected by Sabra, which such opinion shall be reasonably satisfactory to Sabra (such opinion is referred to as a “No Gross Income Opinion”) plus (ii) such additional amount that it is estimated can be paid to Sabra in such taxable year without causing Sabra to fail to meet the requirements of Sections 856(c)(2) and 856(c)(3) of the Code, determined (x) as if the payment of such amount did not constitute income described in Sections 856(c)(2)(A)-(H) and 856(c)(3)(A)(I) of the Code (“Qualifying Income”) and (y) by taking into account any other payments to Sabra during such taxable year that do not constitute Qualifying Income, which determination shall be (A) made by independent tax accountants to Sabra, and (B) submitted to and approved by Sabra’s outside tax counsel, and (iii) in the event that Sabra receives a ruling from the IRS holding that Sabra’s receipt of the additional amount otherwise to be paid under this Agreement either would constitute Qualifying Income or would be excluded from gross income of Sabra for purposes of Sections 856(c)(2) and (3) of the Code (the “Specified REIT Requirements”), the aggregate payments otherwise required to be made pursuant to Sections 4.03(b), 4.03(c) or 4.04(f) (determined without regard to this Section 4.05(a)) less the amount otherwise previously paid under clauses (i) and (ii) above.

Tax Procedures. (a) With respect to any period in which Sabra MGP has made or will make an election to be taxed as a real estate investment trust within the meaning of Section 856 of the Code (a “REIT”), notwithstanding any other provisions in this Agreement, any payments to be made by New Sun any MGM Party to any member of the Sabra Group MGP Party pursuant to Sections 4.03(b), 4.03(c) 10.2 or 4.04(f) 10.3 for any calendar year shall not exceed the sum of (i) the amount that it is determined will not be gross income of Sabra MGP for purposes of the requirements of Sections 856(c)(2) and (3) of the Code for any period (the “Specified REIT Requirements”) or would constitute income described in which Sabra has made an election to be taxed as a REITSections 856(c)(2)(A) through (I) and 856(c)(3)(A) through (I) of the Code (“Qualifying Income”), with such determination to be set forth in an opinion of outside tax Tax counsel selected by SabraMGP, which such opinion shall be reasonably satisfactory to Sabra (such opinion is referred to as a “No Gross Income Opinion”) MGP, plus (ii) such additional amount that it is estimated can be paid to Sabra the applicable MGP Party in such taxable Taxable year without causing Sabra MGP to fail to meet the requirements of Sections 856(c)(2) and 856(c)(3) of the CodeSpecified REIT Requirements, determined (x) as if the payment of such amount did not constitute income described in Sections 856(c)(2)(A)-(H) and 856(c)(3)(A)(I) of the Code (“Qualifying Income”) Income and (y) by taking into account any other payments to Sabra MGP during such taxable Taxable year that do not constitute Qualifying Income, which determination shall be (A) made by independent tax Tax accountants to SabraMGP, and (B) submitted to and approved by SabraMGP’s outside tax Tax counsel, and plus (iii) in the event that Sabra MGP receives a ruling from the IRS holding to the effect that Sabra’s the receipt of the additional amount otherwise to be paid under this Agreement either would constitute Qualifying Income or would will not be excluded from gross income of Sabra MGP for purposes of Sections 856(c)(2) and (3) of the Code (the “Specified REIT Requirements”), the aggregate payments otherwise required to be made pursuant to Sections 4.03(b), 4.03(c) 10.2 or 4.04(f) 10.3 (determined without regard to this Section 4.05(a10.5(a)) less the amount otherwise previously paid under clauses (i) and (ii) above.

Tax Procedures. (a) With respect to any period in which Sabra GLPI has made or will make an election to be taxed as a real estate investment trust within the meaning of Section 856 of the Code (a “REIT”), notwithstanding any other provisions in this Agreement, any payments to be made by New Sun Penn to any member of the Sabra GLPI Group pursuant to Sections 4.03(b), 4.03(c) Section 5.3 or 4.04(f) 5.6 for any calendar year shall not exceed the sum of (i) the amount that it is determined will not be gross income of Sabra GLPI for purposes of the requirements of Sections 856(c)(2) and (3) of the Code for any period in which Sabra GLPI has made an any election to be taxed as a REIT, with such determination to be set forth in an opinion of outside tax counsel selected by SabraGLPI, which such opinion shall be reasonably satisfactory to Sabra (such opinion is referred to as a “No Gross Income Opinion”) GLPI plus (ii) such additional amount that it is estimated can be paid to Sabra GLPI in such taxable year without causing Sabra GLPI to fail to meet the requirements of Sections 856(c)(2) and 856(c)(3(3) of the Code, determined (x) as if the payment of such amount did not constitute income described in Sections 856(c)(2)(A)-(H856(c)(2)(A) through (I) and 856(c)(3)(A)(I856(c)(3)(A) through (I) of the Code (“Qualifying Income”) and (y) by taking into account any other payments to Sabra GLPI during such taxable year that do not constitute Qualifying Income, which determination shall be (A) made by independent tax accountants to SabraGLPI, and (B) submitted to and approved by SabraGLPI’s outside tax counsel, and (iii) in the event that Sabra GLPI receives a ruling from the IRS holding to the effect that SabraGLPI’s receipt of the additional amount otherwise to be paid under this Agreement either would constitute Qualifying Income or would be excluded from gross income of Sabra GLPI for purposes of Sections 856(c)(2) and (3) of the Code (the “Specified REIT Requirements”), the aggregate payments otherwise required to be made pursuant to Sections 4.03(b), 4.03(c) Section 5.3 or 4.04(f) 5.6 (determined without regard to this Section 4.05(a5.8(a)) less the amount otherwise previously paid under clauses (i) and (ii) above.

Tax Procedures. (a) With respect to any period in which Sabra MGP has made or will make an election to be taxed as a real estate investment trust within the meaning of Section 856 of the Code (a “REIT”), notwithstanding any other provisions in this Agreement, any payments to be made by New Sun any member of the MGM Group to any member of the Sabra MGP Group pursuant to Sections 4.03(b)6.3, 4.03(c) 6.4 or 4.04(f) 6.5 for any calendar year shall not exceed the sum of (i) the amount that it is determined will not be gross income of Sabra MGP for purposes of the requirements of Sections 856(c)(2) and (3) of the Code for any period (the “Specified REIT Requirements”) or would constitute income described in which Sabra has made an election to be taxed as a REITSections 856(c)(2)(A) through (I) and 856(c)(3)(A) through (I) of the Code (“Qualifying Income”), with such determination to be set forth in an opinion of outside tax Tax counsel selected by SabraMGP, which such opinion shall be reasonably satisfactory to Sabra (such opinion is referred to as a “No Gross Income Opinion”) MGP, plus (ii) such additional amount that it is estimated can be paid to Sabra MGP in such taxable Taxable year without causing Sabra MGP to fail to meet the requirements of Sections 856(c)(2) and 856(c)(3) of the CodeSpecified REIT Requirements, determined (x) as if the payment of such amount did not constitute income described in Sections 856(c)(2)(A)-(H) and 856(c)(3)(A)(I) of the Code (“Qualifying Income”) Income and (y) by taking into account any other payments to Sabra MGP during such taxable Taxable year that do not constitute Qualifying Income, which determination shall be (A) made by independent tax Tax accountants to SabraMGP, and (B) submitted to and approved by SabraMGP’s outside tax Tax counsel, and plus (iii) in the event that Sabra MGP receives a ruling from the IRS holding to the effect that SabraMGP’s receipt of the additional amount otherwise to be paid under this Agreement either would constitute Qualifying Income or would will not be excluded from gross income of Sabra MGP for purposes of Sections 856(c)(2) and (3) of the Code (the “Specified REIT Requirements”), the aggregate payments otherwise required to be made pursuant to Sections 4.03(b)6.3, 4.03(c) 6.4 or 4.04(f) 6.5 (determined without regard to this Section 4.05(a6.7(a)) less the amount otherwise previously paid under clauses (i) and (ii) above.