Common use of REIT Opinion Clause in Contracts

REIT Opinion. The Company shall have received a written opinion of Axxxxx & Bird LLP (or other counsel to Parent reasonably satisfactory to the Company), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, commencing with Parent’s taxable year ended December 31, 2015, Parent 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 Parent to meet, through the Effective Time, 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 Parent to continue to qualify for taxation as a REIT under the Code for its taxable year which includes the Effective Time and thereafter. Such opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in officer’s certificates executed by Parent and the Company, provided that the Company is given a reasonable opportunity to review such representations and finds them reasonably acceptable.

Appears in 4 contracts

Samples: Merger Agreement (Ready Capital Corp), Merger Agreement (Anworth Mortgage Asset Corp), Merger Agreement (Ready Capital Corp)

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REIT Opinion. The Company shall have received a written opinion of Axxxxx Xxxxxx & Bird LLP Xxxxxx L.L.P. (or other counsel to Parent reasonably satisfactory to the Company), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, commencing with Parent’s taxable year ended December 31, 20152019, Parent 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 Parent to meet, through the Effective Time, 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 Parent to continue to qualify for taxation as a REIT under the Code for its taxable year which includes the Effective Time and thereafter. Such opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in officer’s certificates executed by Parent and the CompanyXxxxxx, provided that the Company is given a reasonable opportunity to review such representations and finds them reasonably acceptable.

Appears in 3 contracts

Samples: Merger Agreement (Ellington Financial Inc.), Merger Agreement (Arlington Asset Investment Corp.), Merger Agreement (Ellington Financial Inc.)

REIT Opinion. The Company shall have received a written opinion of Axxxxx & Bird LLP (or other counsel to Parent reasonably satisfactory acceptable to the Company), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, commencing with Parent’s taxable year ended December 31, 20152017, Parent 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 Parent to meet, through the Effective Time, 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 Parent to continue to qualify for taxation as a REIT under the Code for its taxable year which includes the Effective Time and thereafter. Such opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in officer’s certificates executed by Parent and the CompanyPxxxxx, provided provided, that the Company is given a reasonable opportunity to review such representations and finds them reasonably acceptable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Broadmark Realty Capital Inc.), Merger Agreement (Ready Capital Corp)

REIT Opinion. The Company shall have received a written opinion of Axxxxx & Bird Xxxxxxxx Chance US, LLP (or other counsel to Parent reasonably satisfactory to the Company), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, commencing with Parent’s taxable year ended December 31, 20152011, Parent 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 Parent to meet, through the Effective Time, 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 Parent to continue to qualify for taxation as a REIT under the Code for its taxable year which includes the Effective Time and thereafter. Such opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in officer’s certificates executed by Parent and the Company, ; provided that the Company is given a reasonable opportunity to review such representations and finds them reasonably acceptable.

Appears in 1 contract

Samples: Merger Agreement (Ready Capital Corp)

REIT Opinion. The Company shall have received a written opinion of Axxxxx & Bird Xxxxxx Xxxxxxx Xxxxx LLP (or other counsel to Parent reasonably satisfactory to the Company), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, commencing with Parent’s taxable year ended December 31, 20152019, Parent 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 Parent to meet, through the Effective Time, 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 Parent to continue to qualify for taxation as a REIT under the Code for its taxable year which includes the Effective Time and thereafter. Such opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in officer’s certificates executed by Parent and the CompanyXxxxxx, provided that the Company is given a reasonable opportunity to review such representations and finds them reasonably acceptable.

Appears in 1 contract

Samples: Merger Agreement (Ellington Financial Inc.)

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REIT Opinion. The Company shall have received a written opinion of Axxxxx & Bird Hxxxxx Axxxxxx Xxxxx LLP (or other counsel to Parent reasonably satisfactory to the Company), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, commencing with Parent’s taxable year ended December 31, 20152019, Parent 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 Parent to meet, through the Effective Time, 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 Parent to continue to qualify for taxation as a REIT under the Code for its taxable year which includes the Effective Time and thereafter. Such opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in officer’s certificates executed by Parent and the CompanyPxxxxx, provided that the Company is given a reasonable opportunity to review such representations and finds them reasonably acceptable.

Appears in 1 contract

Samples: Merger Agreement (Great Ajax Corp.)

REIT Opinion. The Company shall have received a written opinion of Axxxxx Sxxxxxx, Arps, Slate, Mxxxxxx & Bird LLP (or other counsel to Parent reasonably satisfactory to the Company)Fxxx LLP, dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, commencing with Parent’s taxable year ended December 31, 20152012, Parent 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 Parent to meet, through the Effective Time, 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 Parent to continue to qualify for taxation as a REIT under the Code for its taxable year which includes the Effective Time and thereafter. Such opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in officer’s certificates executed by Parent and the CompanyPxxxxx, provided that the Company is given a reasonable opportunity to review such representations and finds them reasonably acceptable.

Appears in 1 contract

Samples: Merger Agreement (Terra Property Trust, Inc.)

REIT Opinion. The Company shall have received a written opinion of Axxxxx & Bird Xxxxxxxx Chance US, LLP (or other counsel to Parent reasonably satisfactory to the Company), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, commencing with Parent’s 's taxable year ended December 31, 20152011, Parent 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 Parent to meet, through the Effective Time, 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 Parent to continue to qualify for taxation as a REIT under the Code for its taxable year which includes the Effective Time and thereafter. Such opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in officer’s 's certificates executed by Parent and the Company, ; provided that the Company is given a reasonable opportunity to review such representations and finds them reasonably acceptable.

Appears in 1 contract

Samples: Merger Agreement (Owens Realty Mortgage, Inc.)

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