Tax Protection Agreement Sample Contracts

TAX PROTECTION AGREEMENT CIO OP Limited Partnership and Second City GP
Tax Protection Agreement • May 23rd, 2014 • City Office REIT, Inc. • Real estate investment trusts • New York

This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of April 21, 2014, by and among City Office REIT, Inc., a Maryland corporation (the “REIT”), City Office REIT Operating Partnership, L.P., a Maryland limited partnership (the “Operating Partnership”) and CIO OP Limited Partnership, a Delaware limited partnership (“CIO OP”) and Second City General Partner II, LP, a Delaware limited partnership (“Second City GP”).

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Tax Protection Agreement • April 30th, 2004 • Kimco Realty Corp • Real estate investment trusts • California
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TAX PROTECTION AGREEMENT
Tax Protection Agreement • August 16th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • Delaware

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of [•], 2013 by and among QTS REALTY TRUST, INC., a Maryland corporation (the “REIT”), QUALITYTECH, LP, a Delaware limited partnership (the “Partnership”), and each Protected Partner identified as a signatory on Schedule 2.1(a), as amended from time to time.

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TAX PROTECTION AGREEMENT
Tax Protection Agreement • April 22nd, 2014 • Farmland Partners Inc. • Real estate investment trusts • Delaware

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of April 16, 2014 by and among Farmland Partners Inc., a Maryland corporation (the “REIT”), Farmland Partners Operating Partnership, LP, a Delaware limited partnership (the “Partnership”) and the persons set forth on Schedule 1 hereof (each, a “Protected Partner” and collectively, the “Protected Partners”).

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TAX PROTECTION AGREEMENT
Tax Protection Agreement • December 3rd, 2019 • Alpine Income Property Trust, Inc. • Real estate investment trusts • Maryland

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of November 26, 2019 by and among Alpine Income Property Trust, Inc., a Maryland corporation (the “REIT”), Alpine Income Property OP, LP, a Delaware limited partnership (the “Partnership”), Consolidated-Tomoka Land Co., a Florida corporation (“CTO”), and Indigo Group Ltd., a Florida limited partnership (“Indigo” and together with CTO, the “Initial Protected Partners” and, together with the REIT and the Partnership, the “Parties”).

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TAX PROTECTION AGREEMENT
Tax Protection Agreement • July 19th, 2021 • Phillips Edison & Company, Inc. • Real estate investment trusts • Delaware

This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of July 19, 2021 (the “Signing Date”), by and among Phillips Edison & Company, Inc., a Maryland corporation (the “REIT”), Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership (the “Operating Partnership”), Jeffrey S. Edison (“Edison”), Devin I. Murphy (“Murphy”), Robert F. Myers (“Myers”) and each other signatory hereto identified as a Protected Partner on Schedule I, as amended from time to time.

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TAX PROTECTION AGREEMENT
Tax Protection Agreement • January 19th, 2011 • American Assets Trust, Inc. • Real estate investment trusts • California

This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of January 19, 2011, by and among American Assets Trust, Inc., a Maryland corporation (the “REIT”), American Assets Trust, L.P., a Maryland limited partnership (the “Operating Partnership”), each Protected Partner identified as a signatory on Schedule I, as amended from time to time, each Guaranty Partner identified as a signatory on Schedule II, as amended from time to time, and each Non-Qualified Liability Partner identified as a signatory on Schedule III, as amended from time to time.

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TAX PROTECTION AGREEMENT
Tax Protection Agreement • September 22nd, 2010 • CoreSite Realty Corp • Real estate investment trusts • New York

This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of [ ], 2010, by and among CoreSite Realty Corporation, a Maryland corporation (the “REIT”), CoreSite, L.P., a Delaware limited partnership (the “Operating Partnership”), and each Protected Partner identified as a signatory on Schedule A, as amended from time to time.

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TAX PROTECTION AGREEMENT
Tax Protection Agreement • November 12th, 2013 • Empire State Realty Trust, Inc. • Real estate investment trusts • Delaware

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of October 7, 2013 by and among Empire State Realty Trust, Inc., a Maryland corporation (the “REIT”), Empire State Realty OP, L.P., a Delaware limited partnership (the “Partnership”), Anthony E. Malkin and Peter L. Malkin, on behalf of themselves and the other persons set forth on Schedule 2.1(i) hereof (each a “Protected Partner,” and collectively the “Protected Partners”).

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TAX PROTECTION AGREEMENT
Tax Protection Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York

THIS TAX PROTECTION AGREEMENT (“Agreement”), dated as of June 26, 2008, is made by LIGHTSTONE VALUE PLUS REIT, L.P., a Delaware limited partnership (“LVP”), PRIME OUTLETS ACQUISITION COMPANY LLC, a Delaware limited liability company (“POAC”), and AR PRIME HOLDINGS, LLC, a Delaware limited liability company (“ARP”) that will become a limited partner of LVP as a result of the Contribution (defined below).

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TAX PROTECTION AGREEMENT
Tax Protection Agreement • November 1st, 2010 • Summit Hotel Properties, Inc. • Real estate investment trusts • Delaware

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of __________, 2010 by and among SUMMIT HOTEL OP, LP, a Delaware limited partnership (the “Partnership”), and _______________, a Class___ member (the “Member”) in Summit Hotel Properties, LLC, a South Dakota limited liability company (the “Merging Entity”).

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TAX PROTECTION AGREEMENT
Tax Protection Agreement • June 17th, 2021 • Generation Income Properties, Inc. • Real estate investment trusts • Delaware

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of the 30th day of September, 2019 by and among GENERATION INCOME PROPERTIES, L.P., a Delaware limited partnership (the “Partnership”), GENERATION INCOME PROPERTIES, INC., a Maryland corporation (the “REIT”), and the sole general partner of the Partnership, and RIVERSIDE CROSSING, L.C., a Virginia limited liability company, as contributor (the “Contributor” and, together with the Partnership and the REIT, the “Parties”).

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TAX PROTECTION AGREEMENT
Tax Protection Agreement • December 23rd, 2015 • Clipper Realty Inc. • Real estate investment trusts • New York

THIS TAX PROTECTION AGREEMENT (“Agreement”), dated as of August 3, 2015, is made by and among Clipper Realty Inc., a Maryland corporation (the “REIT”), Clipper Realty L.P., a Delaware limited partnership (the “Partnership”), Renaissance Equity Holdings LLC, a Delaware limited liability company (“Renaissance”), Berkshire Equity LLC, a Delaware limited liability company (“Berkshire”), Gunki Holdings LLC, a Delaware limited liability company (“Gunki”), 50/53 JV LLC, a Delaware limited liability company (“50/53 JV”, and together with Renaissance, Berkshire and Gunki, the “Companies”) and the members of the Companies listed on Schedules A-D hereto (the “Continuing Investors”).

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Tax Protection Agreement
Tax Protection Agreement • February 24th, 2016 • Retail Opportunity Investments Partnership, LP • Real estate investment trusts • California

This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of December 31, 2015, by and among Retail Opportunity Investments Corp., a Maryland corporation (the “REIT”), Retail Opportunity Investments Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and each Protected Partner identified as a signatory on Schedule I, as amended from time to time.

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Contract
Tax Protection Agreement • December 13th, 2016 • Pillarstone Capital Reit • Real estate investment trusts • Delaware

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and effective as of December 8, 2016 by and among PILLARSTONE CAPITAL REIT, a Maryland real estate investment trust (the “REIT”), PILLARSTONE CAPITAL REIT OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Partnership”), and WHITESTONE REIT OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the “Contributor”).

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TAX PROTECTION AGREEMENT
Tax Protection Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York

THIS TAX PROTECTION AGREEMENT (“Agreement”), dated as of June 26, 2008, is made by LIGHTSTONE VALUE PLUS REIT, L.P., a Delaware limited partnership (“LVP”), and ARBOR NATIONAL CJ, LLC, a New York limited liability company (“ANCJ”) that will become a limited partner of LVP as a result of the Contribution (defined below).

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TAX PROTECTION AGREEMENT
Tax Protection Agreement • December 27th, 2019 • Broad Street Realty, Inc. • Real estate • Delaware

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into effective as of December 27, 2019 (the “Effective Date”) by and among Broad Street Realty, Inc., a Delaware corporation (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), the persons listed on Schedule 1 hereto (each an “Initial Protected Partner” and, together, the “Initial Protected Partners”), and any substitute or additional Protected Partners becoming a party hereto after the date hereof and in accordance with the terms hereof. Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties”.

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TAX PROTECTION AGREEMENT
Tax Protection Agreement • August 5th, 2020 • NETSTREIT Corp. • Real estate investment trusts • Delaware

This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of December 23, 2019, by and among NetSTREIT Corp., a Maryland corporation (the “REIT”), NetSTREIT, L.P., a Delaware limited partnership (the “Operating Partnership”), Hillview Way, LLC, an Ohio limited liability company (“Hillview”) and Mayfield Road Group, LLC, an Ohio limited liability company (“Mayfield”).

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TAX PROTECTION AGREEMENT
Tax Protection Agreement • May 18th, 2010 • Lightstone Value Plus Real Estate Investment Trust, Inc. • Real estate investment trusts • New York

THIS TAX PROTECTION AGREEMENT (“Agreement”), dated as of June 26, 2008, is made by LIGHTSTONE VALUE PLUS REIT, L.P., a Delaware limited partnership (“LVP”), and ARBOR MILL RUN JRM, LLC, a Delaware limited liability company (“AMR”) that will become a limited partner of LVP as a result of the Contribution (defined below).

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FORM OF TAX PROTECTION AGREEMENT
Tax Protection Agreement • October 11th, 2005 • Cogdell Spencer Inc. • Real estate investment trusts • Delaware

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of ___, 2005 by and among Cogdell Spencer, Inc., a Maryland corporation (the “REIT”), Cogdell Spencer LP a Delaware limited partnership (the “Partnership”), and each of the persons set forth on Schedule 2.1(a) hereof (each a “Protected Partner,” and collectively the “Protected Partners”).

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TAX PROTECTION AGREEMENT
Tax Protection Agreement • November 12th, 2013 • Armada Hoffler Properties, Inc. • Real estate • Virginia

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of May 13, 2013 by and among ARMADA HOFFLER PROPERTIES, INC., a Maryland corporation (the “REIT”), ARMADA HOFFLER, L.P., a Virginia limited partnership (the “Partnership”), and the contributors listed on the signature page to this Agreement (the “Contributors”).

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TAX PROTECTION AGREEMENT Daniel Rapaport, GCC, Gibralt
Tax Protection Agreement • May 23rd, 2014 • City Office REIT, Inc. • Real estate investment trusts • New York

This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of April 21, 2014, by and among City Office REIT, Inc., a Maryland corporation (the “REIT”), City Office REIT Operating Partnership, L.P., a Maryland limited partnership (the “Operating Partnership”), Daniel Rapaport, an individual, GCC Amberglen Investments Limited Partnership, an Oregon limited partnership (“GCC”), and Gibralt US, Inc., a Colorado corporation (“Gibralt”).

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TAX PROTECTION AGREEMENT
Tax Protection Agreement • April 27th, 2023 • ExchangeRight Income Fund • Delaware

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is entered into effective as of July 18, 2022 by and among ExchangeRight Income Fund Operating Partnership, LP, a Delaware limited partnership (the “OP”), and each of the persons who becomes a party hereto from time to time by executing a joinder to this Agreement (each, a “Property Contributor” and collectively, the “Property Contributors”).

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TAX PROTECTION AGREEMENT BY AND AMONG MGM Resorts International, MGM Growth Properties Operating Partnership, L.P. AND MGP BREIT Venture 1 LLC DATED AS OF FEBRUARY 14, 2020
Tax Protection Agreement • February 18th, 2020 • MGM Resorts International • Hotels & motels • Delaware

This Tax Protection Agreement (this “Agreement”) is entered into as of February 14, 2020 (the “Effective Date”), by and among MGP BREIT Venture 1 LLC, a Delaware limited liability company (the “Company”); MGM Resorts International, a Delaware corporation (“MGM”); and MGM Growth Properties Operating Partnership, L.P., a Delaware limited partnership (“MGP OP”). The Company, MGM and MGP OP are each referred to herein as a “Party” and collectively as the “Parties”.

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TAX PROTECTION AGREEMENT
Tax Protection Agreement • July 29th, 2016 • HC Government Realty Trust, Inc. • Real estate investment trusts • Delaware

THIS TAX PROTECTION AGREEMENT (“Agreement”), dated as of _________, 2016, is made by HC Government Realty Holdings, L.P., a Delaware limited partnership (“Partnership”) and Holmwood Capital, LLC, a Delaware limited liability company (“Contributor”).

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tax protection agreement
Tax Protection Agreement • February 2nd, 2015 • Acre Realty Investors Inc • Real estate investment trusts • Georgia

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made as of the 30th day of January, 2015 by and between Roberts Realty Investors, Inc., a Georgia corporation (the “Company”), and Roberts Properties Residential, L.P, a Georgia limited partnership (the “Operating Partnership,” and, together with the Company, the “Seller Parties”), A-III Investment Partners LLC, a Delaware limited liability company (the “Purchaser”) and A-III Manager LLC, a Delaware limited liability company (the “Manager” and, together with the Purchaser, the “Purchaser Parties” and, together with the Purchaser and the Seller Parties, the “Parties” and each a “Party”), for the benefit of the Eligible Investors (as defined in this Agreement below) who shall be designated third party beneficiaries of this Agreement.

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TAX PROTECTION AGREEMENT
Tax Protection Agreement • April 8th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of April 2, 2014 by and among BLUEROCK RESIDENTIAL GROWTH REIT, INC., a Maryland corporation (the “REIT”), BLUEROCK RESIDENTIAL HOLDINGS, LP, a Delaware limited partnership (the “Partnership”), and BR-NPT SPRINGING ENTITY, LLC, a Delaware limited liability company (the “Contributor”).

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TAX PROTECTION AGREEMENT
Tax Protection Agreement • October 1st, 2010 • CoreSite Realty Corp • Real estate investment trusts • New York

This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of September 28, 2010, by and among CoreSite Realty Corporation, a Maryland corporation (the “REIT”), CoreSite, L.P., a Delaware limited partnership (the “Operating Partnership”), and each Protected Partner identified as a signatory on Schedule A, as amended from time to time.

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TAX PROTECTION AGREEMENT
Tax Protection Agreement • October 21st, 2010 • Campus Crest Communities, Inc. • Real estate • North Carolina

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of October 19, 2010 by and among CAMPUS CREST COMMUNITIES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Partnership”), CAMPUS CREST COMMUNITIES, INC., a Maryland corporation (the “REIT”), and MXT CAPITAL, LLC, a Delaware limited liability company (“MXT Capital”).

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TAX PROTECTION AGREEMENT
Tax Protection Agreement • November 2nd, 2012 • Empire State Realty OP, L.P. • Real estate investment trusts • Delaware

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of , 2012 by and among Empire State Realty Trust, Inc., a Maryland corporation (the “REIT”), Empire State Realty OP, L.P., a Delaware limited partnership (the “Partnership”), Anthony E. Malkin and Peter L. Malkin, on behalf of themselves and the other persons set forth on Schedule 2.1(i) hereof (each a “Protected Partner,” and collectively the “Protected Partners”).

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TAX PROTECTION AGREEMENT
Tax Protection Agreement • December 24th, 2013 • Parkway Properties Inc • Real estate investment trusts • Delaware

This TAX PROTECTION AGREEMENT (this “Agreement”) dated as of December 19, 2013 is entered into by and among (i) PARKWAY PROPERTIES, L.P., a Maryland limited partnership (the “Operating Partnership”), (ii) JAMES A. THOMAS, individually and as Trustee of the Lumbee Clan Trust (“Thomas”), and (iii) those persons and entities listed on the signature page hereto under the caption “THOMAS INVESTORS” (each, a “Thomas Investor” and collectively the “Thomas Investors”).

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TAX PROTECTION AGREEMENT
Tax Protection Agreement • August 10th, 2004 • Kite Realty Group Trust • Real estate investment trusts • Indiana

THIS TAX PROTECTION AGREEMENT (this "Agreement") is made and entered into as of [ , 2004] by and among KITE REALTY GROUP TRUST, a Maryland real estate investment trust (the "REIT"), KITE REALTY GROUP, L.P., a Delaware limited partnership (the "Partnership"), ALVIN E. KITE, JR., JOHN A. KITE, PAUL W. KITE, C. KENNETH KITE AND THOMAS K. MCGOWAN (each a "Protected Partner and collectively the "Protected Partners").

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TAX PROTECTION AGREEMENT
Tax Protection Agreement • February 10th, 2017 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • Virginia

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of February 8, 2017 by and among WHEELER REIT, L.P., a Virginia limited partnership (the “Partnership”), WHEELER REAL ESTATE INVESTMENT TRUST, INC., a Maryland corporation (the “REIT”), and JON S. WHEELER, a resident of the Commonwealth of Virginia (the “Contributor”).

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TAX PROTECTION AGREEMENT
Tax Protection Agreement • October 12th, 2010 • Campus Crest Communities, Inc. • Real estate • North Carolina

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of _____________, 2010 by and among CAMPUS CREST COMMUNITIES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Partnership”), CAMPUS CREST COMMUNITIES, INC., a Maryland corporation (the “REIT”), and MXT CAPITAL, LLC, a Delaware limited liability company (“MXT Capital”).

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TAX PROTECTION AGREEMENT
Tax Protection Agreement • February 28th, 2018 • Starwood Property Trust, Inc. • Real estate investment trusts • Delaware

This Tax Protection Agreement (this “Agreement”), dated as of December 28, 2017, is entered into by and among SPT Dolphin Intermediate LLC, a Delaware limited liability company (the “Company”); SPT Dolphin Parent LLC, a Delaware limited liability company (the “Managing Member”); each Transferor identified on Annex A hereto, as amended and/or supplemented from time to time (each, a “Transferor”); and each Protected Partner (other than the Transferors) identified on Annex A hereto, as amended and/or supplemented from time to time.

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