REIT Covenant. It is the goal of the Partners that each Operating Company that is a REIT shall at all times be a “domestically controlled REIT” as defined in Section 897(h)(4) of the Code. The Partnership shall not take any action or engage in any activities (including exercising operating control over Operating Companies) on and after the date that the elections of NY Trust, NY Trust II or any other Operating Company under Section 856 of the Code to be taxed as a real estate investment trust first becomes effective (the “REIT Election Effective Date”) if both (i) such actions or activities would cause the Partnership to be treated as engaged in a U.S. trade or business for U.S. federal income tax purposes, or as owning U.S. real property interests within the meaning of Section 897 of the Code, at any time on and after the REIT Election Effective Date, and (ii) the Partnership is so treated as engaged in a U.S. trade or business or as owning U.S. real property interests other than because of the application and/or operation of Section 897(h) of the Code or because of the ownership of any interest in a real estate investment trust that is treated as a U.S. real property corporation under Section 897(c)(2) of the Code.
REIT Covenant. The Glimcher Member is substantially owned, indirectly, by GRT, which has elected to be treated as a real estate investment trust (a “REIT”) and therefore the Company’s business shall be conducted in such a manner as to permit, to the extent commercially reasonable, the Glimcher Member and any Member that has notified the Company in writing that it intends to be a REIT at all times to be qualified as a REIT for federal income tax purposes (including refraining from taking actions inconsistent with such qualification). For purposes of the foregoing, qualification of any Member as a REIT shall be determined by presuming that the Member (a) has no items of income or deduction other than its share of such items of the Company, (b) has no assets other than its share of assets of the Company and (c) otherwise meets all requirements for REIT qualification (including, without limitation, the Section 857(a)(1) of the Code such that in no event shall this paragraph require distributions from the Company not otherwise provided for in this Agreement).
REIT Covenant. The Partnership shall not take any action or engage in any activities (including exercising operating control over Operating Companies) on and after the date that the elections of NY Trust or of any other Operating Company under Section 856 of the Code to be taxed as a real estate investment trust first becomes effective (the "REIT Election Effective Date") if both (i) such actions or activities would cause the Partnership to be treated as engaged in a U.S. trade or business for U.S. federal income tax purposes, or as owning U.S. real property interests within the meaning of Section 897 of the Code, at any time on and after the REIT Election Effective Date, and (ii) the Partnership is so treated as engaged in a U.S. trade or business or as owning U.S. real property interests other than because of the application and/or operation of Section 897(h) of the Code or because of the ownership of any interest in a real estate investment trust that is treated as a U.S. real property corporation under Section 897(c)(2) of the Code.
REIT Covenant. (a) At all times while any Convertible Preferred Units are outstanding, the Company shall provide the Investor within forty-five (45) days after the end of each fiscal quarter an opinion of nationally recognized tax counsel with expertise in REIT matters, substantially in the form set forth on Schedule 10.13(a). If the Board determines that it is no longer in the Company’s best interests to qualify as a REIT, the Investor and the Company will discuss in good faith revisions to the form of opinion set forth on Schedule 10.13(a), provided that the conclusion of the revised opinion shall be substantially the same as the form set forth on Schedule 10.13(a), and shall reflect only such revisions as are necessary to reflect the cessation of the Company’s status as a REIT.
REIT Covenant. The Managing Member acknowledges and agrees that the Preferred Member may now or hereafter be owned in whole or in part indirectly by Vornado Realty Trust ("VRT"), which is organized as a real estate investment trust (a "REIT") under the code. The Managing Member agrees that at such times as the Preferred Member is owned in whole or in part by a subsidiary of VRT, the Preferred Member shall be entitled to conduct REIT due diligence (i.e., review leases and balance sheet, and speak to property manager regarding services at the Property) with respect to the Company and its Subsidiaries and the Property on a quarterly basis, at reasonable times and upon reasonable advance notice. The Managing Member shall reasonably cooperate in such REIT due diligence and the company shall pay the costs of such REIT due diligence, not to exceed $15,000 in any quarter. To the extent the Preferred Member notifies the Managing Member that there is a significant REIT compliance issue with the Company, any Subsidiary or the Property, the Managing Member will cooperate with Preferred Member and use commercially reasonable efforts to correct such REIT compliance issues, as requested by Preferred Member; provided, however, (i) in no event shall Managing Member be required to take any action that would result in a default or event of default under any Senior Loan Document or other agreement secured directly or indirectly by the Property or any equity interest therein, and (ii) in no event shall such actions result in costs and expenses to the Company and/or the Tax Members exceeding $500,000 in the aggregate during the term of this Agreement.
