Common use of REIT Opinion Clause in Contracts

REIT Opinion. The Company shall have received a written opinion of Proskauer Rose LLP on which Parent shall be entitled to rely, dated as of the Closing Date and in form and substance reasonably satisfactory to Parent, to the effect that, commencing with the Company’s taxable year that ended on December 31, 2011, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation has enabled the Company to meet, through the Effective Time, the requirements for qualification and taxation as a REIT under the Code, which opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by the Company provided pursuant to, and as described in, Section 6.1(b).

REIT Opinion. The Company shall have received a written opinion of Proskauer Rose LLP on which Parent shall be entitled LLP, or other counsel reasonably acceptable to relythe Company, dated as of the Closing Date and in form and substance reasonably satisfactory to Parentthe Company, to the effect that, commencing with the CompanyParent’s taxable year that ended on December 31, 2011, the Company Parent has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code Code, and its actual proposed method of operation has enabled the Company will enable Parent to meet, through the Effective Time, continue to meet the requirements for qualification and taxation as a REIT under the Code, which opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by the Company Parent and provided pursuant to, and as described in, to Section 6.1(b6.2(b).

REIT Opinion. The Company shall have received a written opinion of Proskauer Rose LLP on which Parent shall be entitled to rely, dated as of the Closing Date and in form and substance reasonably satisfactory to Parent, to the effect that, commencing with the Company’s taxable year that ended on December 31, 20112015, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation has enabled the Company to meet, through the Effective Time, the requirements for qualification and taxation as a REIT under the Code, which opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by the upon a Company provided pursuant to, and as described in, Section 6.1(b)REIT Representation Letter.

REIT Opinion. The Company shall have received a written opinion of Proskauer Rose LLP on which Parent shall be entitled LLP, or other counsel reasonably acceptable to relythe Company, dated as of the Closing Date and in form and substance reasonably satisfactory to Parentthe Company, to the effect that, commencing with the CompanyParent’s taxable year that ended on December 31, 2011, the Company Parent has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code Code, and its actual proposed method of operation has enabled the Company will enable Parent to meet, through the Effective Time, continue to meet the requirements for qualification and taxation as a REIT under the Code, which opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by the Company Parent and provided pursuant to, and as described in, Section 6.1(bto ‎‎Section 6.2(b).