DC REIT Status Sample Clauses

DC REIT Status. (a) As soon as practicable, and in any event no later than ninety (90) days after the close of each Fiscal Year, General Partner shall provide to each Partner a written statement as to whether General Partner is aware, to its knowledge and without any representation or warranty of any kind or nature whatsoever (express or implied) made with respect to any holder of shares of PKY REIT, and without any requirement for any diligence or inquiry with respect to any such holder, whether PKY REIT did not qualify as a DC REIT at any time during such Fiscal Year.
Sample 1
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DC REIT Status. At any time during a Fiscal Year, any Partner may request in writing that the General Partner, following a review of the list of investors in PKY REIT as identified by the Bloomberg Security Ownership Tree (the “Bloomberg Shareholder List”) dated as of the last day of the month preceding the date of such request (or the most recent date prior thereto for which such information is available), (a) without any obligation to undertake any diligence or inquiry beyond review of the Bloomberg Shareholder List, advise the other Partners whether the General Partner has actual knowledge (i) that any Person shown on the Bloomberg Shareholder List as holding less than five percent (5%) of the shares of PKY REIT (in addition to those non-U.S. persons listed on the Bloomberg Shareholder List) is not a U.S. person and, if so, (ii) the identity of such additional non-U.S. person and whether the General Partner has actual knowledge that the number of shares of PKY REIT owned by such additional non-U.S. person is different from the number of shares shown on the Bloomberg Shareholder List as owned by such additional non-U.S. person (and, if so, the number of shares that are different), (b) with respect to Persons as to whom PKY REIT has actual knowledge (without any obligation to undertake any diligence or inquiry, beyond review of the Bloomberg Shareholder List and Schedule 13D and Schedule 13G filings with the Securities and Exchange Commission) that such Person owns (actually or constructively) five percent (5%) or more of PKY REIT, use reasonable efforts to provide the other Partners with information (solely to the extent such information is available from the Bloomberg Shareholder List, the Schedule 13D and Schedule 13G filings with the Securities and Exchange Commission or from information received by PKY REIT as a result of requests made pursuant to Treasury Regulations Section 1.857-8, without any obligation to make further inquiry or to undertake further diligence with respect thereto) regarding whether such Person is a non-U.S. person and (c) reasonably cooperate, upon request, with such requesting Partner so as to permit such requesting Partner to make its own determination of the status of PKY REIT as domestically controlled for purposes of IRS Code Section 897 or any successor provision (provided that this clause (c) shall not require that PKY REIT undertake any diligence or inquiry beyond the scope of what is contemplated in clauses (a) and (b) or solicit any i...
Sample 1

Related to DC REIT Status

  • REIT Status The Borrower qualifies as, and has elected to be treated as, a REIT and is in compliance with all requirements and conditions imposed under the Internal Revenue Code to allow the Borrower to maintain its status as a REIT.

  • Maintenance of REIT Status In the case of the Parent Guarantor, at all times, conduct its affairs and the affairs of its Subsidiaries in a manner so as to continue to qualify as a REIT for U.S. federal income tax purposes.

  • Limitation to Preserve REIT Status To the extent that any amount paid or credited to the General Partner or its officers, directors, employees or agents pursuant to Section 7.4 or 7.7 would constitute gross income to the General Partner for purposes of Sections 856(c)(2) or 856(c)(3) of the Code (a "General Partner Payment") then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments for any fiscal year shall not exceed the lesser of:

  • Partnership Status The parties intend to treat the Partnership as a partnership for U.S. federal income tax purposes.

  • MLP Status The Partnership is properly treated as a partnership for United States federal income tax purposes and more than 90% of the Partnership’s current gross income is qualifying income under 7704(d) of the Internal Revenue Code of 1986, as amended.

  • Independent Status It is expressly acknowledged by the parties hereto that each party is an “independent contractor” and nothing in this Agreement is intended nor shall be construed to create an employer/employee relationship, or a joint venture or partnership relationship, or to allow any party to exercise control or direction over the other party. Except as required in connection with the performance of the Services, neither the Company nor any agent, employee, servant, contractor or subcontractor of the Company or any of its Affiliates shall have the authority to bind the Trust to any contract or arrangement. Neither the Trust nor the Trustee shall be liable for the salary, wages or benefits, including workers’ compensation insurance and unemployment insurance, of any employee, agent, servant, contractor or subcontractor of the Company or its Affiliates by virtue of this Agreement.

  • REIT A “real estate investment trust” under Sections 856 through 860 of the Code or as may be amended. Sale or Sales. Any transaction or series of transactions whereby: (i) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any Real Property or portion thereof, including the lease of any Real Property consisting of a building only, and including any event with respect to any Real Property which gives rise to a significant amount of insurance proceeds or condemnation awards; (ii) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of all or substantially all of the interest of the Corporation or the Operating Partnership in any Joint Venture in which it is a co-venturer or partner; (iii) any Joint Venture directly or indirectly (except as described in other subsections of this definition) in which the Company or the Operating Partnership as a co-venturer or partner sells, grants, transfers, conveys, or relinquishes its ownership of any Real Property or portion thereof, including any event with respect to any Real Property which gives rise to insurance claims or condemnation awards; or (iv) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, conveys or relinquishes its interest in any Real Estate Related Asset or portion thereof (including with respect to any Mortgage, all payments thereunder or in satisfaction thereof other than regularly scheduled interest payments) of amounts owed pursuant to such Mortgage and any event which gives rise to a significant amount of insurance proceeds or similar awards; or (v) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any other asset not previously described in this definition or any portion thereof, but not including any transaction or series of transactions specified in clauses (i) through (v) above in which the proceeds of such transaction or series of transactions are reinvested by the Company in one or more assets within 180 days thereafter.

  • General Partner Gross Income Allocation After giving effect to the special allocations in paragraph 2 but prior to any allocations under subparagraphs 1(a) or 1(b), there shall be specially allocated to the General Partner an amount of (i) first, items of Partnership income and (ii) second, items of Partnership gain during each fiscal year or other applicable period in an amount equal to the excess, if any, of (A) the cumulative distributions made to the General Partner under Section 7.3(b) of the Agreement, other than distributions which would properly be treated as “guaranteed payments” or which are attributable to the reimbursement of expenses which would properly be either deductible by the Partnership or added to the tax basis of any Partnership asset, over (B) the cumulative allocations of Partnership income and gain to the General Partner under this subparagraph 1(c)(i).

  • WKSI Status (A) At the time of filing the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption in Rule 163, and (D) at the Execution Time (with such date being used as the determination date for purposes of this clause (D)), the Company was or is (as the case may be) a “well-known seasoned issuer” as defined in Rule 405.

  • Initial Contribution of Trust Property; Organizational Expenses The Property Trustee acknowledges receipt in trust from the Depositor in connection with the Original Trust Agreement of the sum of $10, which constituted the initial Trust Property. The Depositor shall pay organizational expenses of the Trust as they arise or shall, upon request of any Trustee, promptly reimburse such Trustee for any such expenses paid by such Trustee. The Depositor shall make no claim upon the Trust Property for the payment of such expenses.

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