Opinion Relating to REIT Qualification. Company shall have received the written opinion of Xxxxx Lovells US LLP (or other counsel reasonably satisfactory to Company), dated as of the Closing Date in substantially the form attached hereto as Exhibit D, to the effect that for all taxable periods commencing with its taxable year ended December 31, 2004, Parent has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and that its past, current and intended future organization and operation will permit Parent to continue to qualify for taxation as a REIT under the Code for its taxable year which includes the Effective Time and thereafter (which opinion shall be based upon the representation letters described in Section 7.15 and shall be subject to customary assumptions, limitations and qualifications).
Opinion Relating to REIT Qualification. CPA16 shall have received an opinion, dated as of the Closing Date, of DLA Piper LLP (US) to the effect that, commencing with its taxable year ended December 31, 2012, W. P. Carey has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its proposed method of operation as described in the Joint Proxy Statement/Prospectus and Form S-4 will enable W. P. Carey to continue to meet the requirements for qualification and taxation as a REIT under the Code. For purposes of such opinion, DLA Piper LLP (US) may rely on customary assumptions and representations of W. P. Carey reasonably acceptable to CPA16, and the opinion set forth in Section 5.2(d).
Opinion Relating to REIT Qualification. Parent shall have received the written opinion of Xxxxxxx Procter LLP (or other nationally recognized law firm reasonably satisfactory to Parent), dated as of the Closing Date, in substantially the form attached hereto as Exhibit B, to the effect that (i) commencing with its taxable year ended December 31, 2015 through the Company’s taxable year ending with the Company Merger, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and (ii) the Company’s prior, current and proposed ownership, organization and method of operations as described in the representation letter described in Section 7.14(a) have allowed and will continue to allow the Company to satisfy the requirements for qualification and taxation as a REIT under the Code commencing with its taxable year ended December 31, 2015 through its taxable year ending with the Company Merger (which opinion shall be based upon the representation letter described in Section 7.14(a) and shall be subject to customary assumptions, exceptions, limitations and qualifications).
Opinion Relating to REIT Qualification. MAA shall have received the written opinions (the “Post REIT Opinions”) of King & Spalding LLP (or other Post counsel reasonably acceptable to MAA), dated as of the Closing Date and in the form attached hereto as Exhibit E, to the effect that for all taxable periods commencing with its taxable year ended December 31, 2006 and ending with its taxable year that ends with the Parent Merger, Post (and each Post REIT Subsidiary) has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and in the case of each Post REIT Subsidiary, that its past, current and intended future organization and operations will permit each such Post REIT Subsidiary to continue to qualify for taxation as a REIT under the Code for its taxable year which includes the Parent Merger Effective Time and thereafter (which opinions shall be based upon the representation letters described in Section 7.17(a)(ii)(A) and Section 7.17(b)(ii)(B)).
Opinion Relating to REIT Qualification. Post shall have received the written opinion (the “MAA REIT Opinion”) of Bass, Xxxxx & Xxxx PLC (or other MAA counsel reasonably satisfactory to Post), dated as of the Closing Date in the form attached hereto as Exhibit G, to the effect that for all taxable periods commencing with its taxable year ended December 31, 2006, MAA has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and that its past, current and intended future organization and operations will permit MAA to continue to qualify for taxation as a REIT under the Code for its taxable year which includes the Parent Merger Effective Time and thereafter (which opinion shall be based upon the representation letters described in Section 7.17(a)(ii)(B) and Section 7.17(b)(ii)(A)).
Opinion Relating to REIT Qualification. MAA shall have received the written opinion of Xxxxx Lovells US LLP (or other Colonial counsel reasonably acceptable to MAA), dated as of the Closing Date and in the form attached hereto as Exhibit H, to the effect that for all taxable periods commencing with its taxable year ended December 31, 2004 and ending with its taxable year that ends with the Parent Merger, Colonial has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code (which opinion shall be based upon the representation letters described in Section 7.15(a)(ii) and Section 7.15(b)(ii)(B)).
Opinion Relating to REIT Qualification. Colonial shall have received the written opinion of Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC (or other MAA counsel reasonably satisfactory to Colonial), dated as of the Closing Date in the form attached hereto as Exhibit I, to the effect that for all taxable periods commencing with its taxable year ended December 31, 2004, MAA has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and that its past, current and intended future organization and operations will permit MAA to continue to qualify for taxation as a REIT under the Code for its taxable year which includes the Parent Merger Effective Time and thereafter (which opinion shall be based upon the representation letters described in Section 7.15(a)(ii) and Section 7.15(b)(ii)(A)).
Opinion Relating to REIT Qualification. AMH shall have received the written opinion of Hunton & Xxxxxxxx LLP, dated as of the Closing Date and in the form attached hereto as Exhibit D, to the effect that for all taxable periods commencing with its taxable year of formation through the Parent Merger Effective Time, ARPI has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code (which opinion shall be based upon the representation letters described in Section 7.15(a)(ii) and Section 7.15(b)(ii)(B)).
Opinion Relating to REIT Qualification. ARPI shall have received the written opinion of Xxxxx Lovells US LLP, dated as of the Closing Date in the form attached hereto as Exhibit E, to the effect that for all taxable periods commencing with its taxable year of formation, AMH has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and that its past, current and intended future organization and operations will permit AMH to continue to qualify for taxation as a REIT under the Code for its taxable year which includes the Parent Merger Effective Time and thereafter (which opinion shall be based upon the representation letters described in Section 7.15(a)(ii) and Section 7.15(b)(ii)(A)).
Opinion Relating to REIT Qualification. The Company shall have received the written opinion of Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP, on which Parent shall be entitled to rely, dated as of the Closing Date, in substantially the form attached hereto as Exhibit B, to the effect that (i) for all taxable periods of the Company commencing with its taxable year ended December 31, 2009, (A) the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and (B) the Company’s actual method of operation has enabled it to continue to meet the requirements for qualification and taxation as a REIT under the Code for all such taxable periods through its most recently completed taxable year and from the end of its most recently completed taxable year through the Closing Date, and (ii) for all taxable periods of the REIT Subsidiary, commencing with its taxable year ended December 31, 2010, (A) the REIT Subsidiary has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and (B) the REIT Subsidiary’s actual method of operation has enabled it to continue to meet the requirements for qualification and taxation as a REIT under the Code for all such taxable periods through its most recently completed taxable year and from the end of its most recently completed taxable year through the Closing Date (which opinion shall be based upon the representation letter described in Section 7.13 and shall be subject to customary assumptions, exceptions, limitations and qualifications, including an assumption that Parent will continue to operate the REIT Subsidiary after the Closing Date in a manner to qualify as a REIT for its taxable year that will end on December 31, 2017 (or such earlier date on which the REIT Subsidiary is terminated for U.S. federal income tax purposes by liquidation or by merger with another entity after the Closing Date)).
