Tax Protection Period definition

Tax Protection Period means the period commencing on the Closing Date and ending at 12:01 AM on January 1, 2018; provided, however, that with respect to a Protected Partner, the Tax Protection Period shall terminate at such time as such Protected Partner has disposed of 50% or more of the Units received, directly or indirectly, in the Mergers by such Protected Partner in a taxable transaction.

Tax Protection Period means the period of time beginning on the Effective Date and ending on the first to occur of (i) the twentieth (20th) anniversary of the Effective Date or (ii) the Subsequent Threshold Date.

Tax Protection Period means the period commencing on the Closing Date (or, if later, August [__], 2017) and ending at 12:01 AM on August [__], 2024.

Examples of Tax Protection Period in a sentence

• During the Tax Protection Period, the Partnership shall maintain an amount of indebtedness sufficient to allow each Protected Partner, after taking advantage of the provisions of this Article 3, to be allocated Partnership liabilities for purposes of Section 752 of the Code, and to be “at risk” with respect to Partnership liabilities for purposes of Section 465 of the Code, in each case in an amount no less than such Protected Partner’s Minimum Liability Amount.

• The REIT and the Partnership agree for the benefit of the Protected Partners, for the term of the Tax Protection Period and without the consent of Xxxxxxx X.

• During the Tax Protection Period, to the extent that any Nonrecourse Liabilities of the Operating Partnership are allocable under Treasury Regulations Section 1.752-3(a)(3), and subject to Section 3.1, the Operating Partnership shall allocate the maximum amount (in the aggregate) of its Nonrecourse Liabilities to the Protected Partners under such Treasury Regulation.

• During the Tax Protection Period and subject to the provisions of this Section 3.3, a Protected Partner may request: (i) to guarantee indebtedness of the Operating Partnership or any Subsidiary that is classified for U.S. federal income tax purposes as a partnership or an entity disregarded as separate from its owner; or (ii) to enter into a DRO, in each case in such amount or amounts as are requested by the Protected Partner.

• The Operating Partnership agrees, for the benefit of each Protected Partner and for the term of the Tax Protection Period, not to directly or indirectly sell, exchange, transfer or otherwise dispose of a Protected Property or any interest therein (without regard to whether such disposition is voluntary or involuntary) in a transaction that would cause a Protected Partner to recognize any Protected Gain under Section 704(c) of the Code.

More Definitions of Tax Protection Period

Tax Protection Period means the period commencing on the Closing Date and ending on the seventh (7th) anniversary of the Closing Date; provided, however, that such period shall end with respect to any Protected Partner or Guaranty Partner to the extent that such Partner owns less than fifty percent (50%) of the OP Units originally received by the Protected Partner or Guaranty Partner in the Formation Transactions, disregarding the sale, exchange or other disposition of any such OP Units sold, exchanged or otherwise disposed of by the Protected Partner or Guaranty Partner in a Permitted Disposition (such an event, a “50% Termination”); provided further, however, that notwithstanding the forgoing, the Tax Protection Period will terminate for all Protected Partners and Guaranty Partners upon the later of the death of Xxxxxx Xxxx and the death of his wife.

Tax Protection Period means the period commencing on the Closing Date and ending on the tenth (10th) anniversary of the Closing Date.

Tax Protection Period means (i) with respect to the obligations of the Partnership set forth in Article II hereof (X) with respect to the Protected Property set forth on Schedule 2.1(ii) the period commencing on the Closing Date and ending at 12:01 AM on the day after the twelve (12) year anniversary of the Closing Date and (Y) with respect to the Protected Properties set forth on Schedule 2.1(iii), the later of (A) the period commencing on the Closing Date and ending at 12:01 AM on the day after the eight (8) year anniversary of the Closing Date and (B) the death of both Xxxxx X. Xxxxxx and Xxxxxx X. Xxxxxx, and (ii) with respect to the obligations of the Partnership set forth in Article III hereof the period commencing on the Closing Date and ending at the earlier of (A) the date on which a Protected Partner no longer owns (directly or indirectly) a number of OP Units and/or REIT shares equal to 50% of the OP Units and REIT shares it received in the Transaction.

Tax Protection Period means, with respect to each Protected Partner and each Guarantee Partner, the period of time beginning on Closing Date and ending on the earlier to occur of: (a) the tenth (10th) anniversary of the Closing and (b) the date on which fifty percent (50%) or more of the OP Units originally received by the Protected Partner or Guarantee Partner, as applicable, in the Formation Transactions have been sold, exchanged or otherwise disposed of by any Protected Partner or Guarantee Partner, other than in a Permitted Disposition.

Tax Protection Period means the period commencing on the Closing Date and ending on the tenth (10th) anniversary of the Closing Date; provided, however, that (a) such period shall end with respect to any Protected Partner (i) if such Person owns less than fifty percent (50%) of the OP Units received by the Protected Partner in the Contribution Transactions on the Closing Date, disregarding Permitted Dispositions (such an event, a “50% Termination”) or (ii) with respect to any OP Units acquired by such Protected Partner as a result of the death of another Protected Partner, if such death results in a step-up in the adjusted basis in such OP Units, and (b) such period shall end with respect to all Protected Partners other than Mxxxxxx X. Xxxxxxxx (and any Protected Partners to the extent they acquired OP Units from Mxxxxxx X. Xxxxxxxx) if there is a 50% Termination with respect to Jxxxxxx X. Xxxxxx and his affiliates.

Tax Protection Period means the period commencing on the Closing Date and ending at 12:01 AM on ___________ 2020, provided, however, that with respect to a Protected Partner, the Tax Protection Period shall terminate at such time as such Protected Partner (or one or more successor Protected Partners) has disposed of 50% or more of the Units received, directly or indirectly, in the Contribution by such Protected Partner in one or more taxable transactions; provided, however, that for this purpose, any transfer of Units from the Protected Partner to persons who are, as of the Closing Date, its owners, shall not be considered a disposal.

Tax Protection Period means the period commencing on the date hereof and ending at such time as the CDM Entity Holders have, in the aggregate, disposed of ninety percent (90%) or more of their LP Units held immediately after the consummation of the Contribution and Purchase in one or more taxable transactions.