Examples of Northern Members in a sentence
Because the contribution of the Contributed Interests may cause certain Northern Affiliates to terminate for federal income tax purposes under Section 708(b) of the Code, the parties to this Agreement agree that the Contribution Agreement with respect to the Northern Properties shall provide that the Northern Members shall have the right and obligation to file any final tax returns for such Northern Affiliates.
The parties acknowledge that, except to the extent that any or all of Northern and the Northern Members receive any cash in consideration for the Contributed Interests or the Contributed Assets, the parties intend for the transfer of the Contributed Interests and the Contributed Assets in exchange for Limited Partnership Interests to result in no current recognition (i.e., a deferral) of gain or loss for federal income tax purposes pursuant to Section 721 (such treatment, the “Intended Tax Treatment”).
This Agreement is for the benefit only of the parties hereto, the Northern Affiliates, the Northern Members, the UPREIT and their respective nominees, successors, beneficiaries and permitted assignees and no other person or entity shall be entitled to rely hereon, receive any benefit herefrom or enforce against any party hereto any provision hereof.
Title to the Northern Properties at Closing shall be good and marketable and as such will be insured by the Title Insurance Company at regular rates for regular risks, with such endorsements as the Northern Members shall reasonably require.
The parties shall cooperate in all reasonable respects with Northern and the Northern Members to facilitate such treatment.