Operation in Accordance with REIT Requirements. The Partners acknowledge and agree that the Partnership shall be operated in a manner that will enable the REIT Entities to (a) satisfy the REIT Requirements and (b) avoid the imposition of any federal income or excise tax liability. The Partnership shall avoid taking any action, or permitting any Property Partnership to take any action, which would result in the REIT Entities ceasing to satisfy the REIT Requirements or would result in the imposition of any federal income or excise tax liability on the REIT Entities. The determination as to whether the Partnership has operated in the manner prescribed in this Section 6.12 shall be made without regard to any action or inaction of the General Partner with respect to distributions and the timing thereof.
Operation in Accordance with REIT Requirements. The Partners acknowledge and agree that the Partnership shall be operated in a manner that will enable the General Partner to (i) satisfy the REIT Requirements and (ii) avoid the imposition of any federal income or excise tax liability. The Partnership shall avoid taking any action which would result in the General Partner ceasing to satisfy the REIT Requirements or would result in the imposition of any federal income or excise tax liability on the General Partner.
Operation in Accordance with REIT Requirements. The Manager shall exercise commercially reasonable efforts to cause the Company to own, operate and dispose of its assets such that the nature of all of the Company's assets and gross revenues (as determined pursuant to Code Sections 856(c)(2), (3) and (4)) would permit the Company to (i) qualify as a REIT (assuming for this purpose that the Company otherwise qualified as a REIT) and (ii) avoid incurring any tax on either prohibited transactions under Code Section 857(b)(6) or on re-determined rents, re-determined deductions, and excess interest under Code Section 857(b)(7) (determined as if the Company were a REIT). In addition, the Company shall make current cash distributions pursuant to Section 6 hereof during each calendar year in an amount at least equal to the taxable income allocable to Bluerock for such calendar year.
Operation in Accordance with REIT Requirements. The Members acknowledge that Inland is a real estate investment trust (a “REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”) and that the ability of Inland to be qualified as a REIT will depend upon the nature of the Company’s operations. Accordingly, notwithstanding anything to the contrary contained herein, the Manager shall endeavor to operate the Company at all times in a manner that will enable Inland to satisfy all the requirements applicable to a REIT with respect to its activities, income, operation, and assets as set forth in Code Section 856, et seq. (the “REIT Requirements”) and avoid the imposition of any federal income or excise tax liability on Inland. In addition, the Manager shall cause the Company to avoid taking any action that would result in Inland ceasing to satisfy any of the REIT Requirements or would result in the imposition of any federal income or excise tax liability on Inland. Upon the recommendation of the Manager, the Executive Committee shall not take or omit to take any course or action or require that the Manager take or omit to take any course of action which is inconsistent with the foregoing.
Operation in Accordance with REIT Requirements. The Partners acknowledge that a direct or indirect member of Starwood (a “Starwood Affiliate”) has elected to qualify as a “real estate investment trust” within the meaning of Code Sections 856-860 (a “REIT”). In furtherance of the foregoing, the Partnership shall be operated at the direction of Starwood in a manner that will enable such Starwood Affiliate to comply with the income and asset requirements of Code Sections 856(c)(2), (c)(3) and (c)(4) and to avoid the imposition of tax on prohibited transactions under Code Section 857(b)(6) (as if the Partnership were a REIT). JVP shall, promptly upon Starwood’s request, make available to Starwood all data and information in the possession of JVP, the Partnership or any of its subsidiaries, which is determined by Starwood to be necessary or helpful to monitor compliance of the Partnership with the requirements for qualification and taxation as a REIT (as if the Partnership were a REIT). The General Partner is authorized and directed to cause the Partnership and any of its subsidiaries to take any actions (and JVP agrees to cooperate with any such actions) as it shall deem necessary in its reasonable judgment to comply with and effectuate the foregoing, including, without limitation, in Starwood’s discretion, to (a) hold investments or conduct activities, including marketing, listing and sale activities, through an entity classified as a corporation for U.S. federal income tax purposes and to cause such corporation to make an election to be treated as a “taxable REIT subsidiary” (a “TRS”) within the meaning of Code Section 856(l) and (b) capitalize such TRS with debt and equity and to cause such debt to be collateralized in such manner as will enable such debt to be a qualifying “real estate asset” for REIT purposes. Notwithstanding anything herein to the contrary, JVP shall not cause the Partnership to take, or refrain from taking, any action that Starwood determines could result in such Starwood Affiliate failing to qualify as a REIT or could result in the imposition of prohibited transaction taxes to such REIT and, in the event of any such determination by Starwood, Starwood shall notify JVP thereof and JVP shall cooperate with Starwood, at Starwood’s sole cost without reimbursement from the Partnership, to take such action, or refrain from taking action, in order to effectuate the intent of this Section 9.11 and Section 8.5 of the GP Agreement. The Partners acknowledge and agree that Starwood may assign a...
Operation in Accordance with REIT Requirements. The General Partner agrees and the Limited Partners acknowledge that the Partnership shall be operated in a manner that will enable the General Partner to (a) satisfy the REIT Requirements and (b) avoid the imposition of any federal income or excise tax liability, unless the General Partner ceases to qualify as a REIT for reasons other than the conduct of the business of the Partnership. In connection with the foregoing, and without limiting the General Partner's rights in its sole discretion to cease qualifying as a REIT, the Partners acknowledge that the General Partner's current status as a REIT inures to the benefit of all Partners and not solely the General Partner. The Partnership shall avoid taking any action, or permitting any Property Partnership to take any action, which would result in the General Partner ceasing to satisfy the REIT Requirements or would result in the imposition of any federal income or excise tax liability on the General Partner.
Operation in Accordance with REIT Requirements. The Members acknowledge and agree that the Company shall be operated in a manner that will enable GGPI and the REIT Subsidiaries to (a) satisfy the REIT Requirements and (b) avoid the imposition of any federal income or excise tax liability. The Company shall avoid taking any action, or permitting any Property Partnership to take any action, which would result in GGPI and the REIT Subsidiaries ceasing to satisfy the REIT Requirements or would result in the imposition of any federal income or excise tax liability on GGPI and the REIT Subsidiaries.
Operation in Accordance with REIT Requirements. The Members acknowledge and agree that the Company shall be operated in a manner that will enable GGPI to (a) satisfy the REIT Requirements and (b) avoid the imposition of any federal income or excise tax liability. The Company shall avoid taking any action, or permitting any Property Partnership to take any action, which would result in GGPI ceasing to satisfy the REIT Requirements or would result in the imposition of any federal income or excise tax liability on GGPI.
Operation in Accordance with REIT Requirements. The General Partner is a REIT and is subject to the provisions of Section 856 through and including 860 of the Code. The Partners have agreed that it is their intent that the Partnership be operated in a manner that will enable the General Partner to (a) satisfy the REIT Requirements and (b) avoid the imposition of any federal income or excise tax liability. The General Partner shall use its best efforts to cause the Partnership to avoid taking any action that would result in the General Partner ceasing to satisfy the REIT Requirements or would result in the imposition of any federal income or excise tax liability on the General Partner. Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the General Partner to continue to qualify as a REIT, or (ii) to prevent the General Partner from incurring any taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners.
Operation in Accordance with REIT Requirements. The Partners ---------------------------------------------- acknowledge and agree that the Partnership shall be operated in a manner that will enable TCT to (a) satisfy the REIT Requirements and (b) avoid any federal income or excise tax liability. The Partnership shall avoid taking any action, or permitting any entity owned or controlled by it to take any action, which would result in TCT ceasing to satisfy the REIT Requirements or would result in the imposition of any federal income or excise tax liability on TCT. Notwithstanding the foregoing, a majority of the trustees of TCT may waive compliance with this Section 5.9 if such trustees determine that such noncompliance would be in the best interests of TCT.
