REIT Opinions Sample Clauses

REIT Opinions. Nova I shall have received (i) with respect to Newco, a written opinion of Xxxxx Lovells US LLP (or other counsel to Newco reasonably acceptable to Nova I, which the parties agree shall include the firms listed on Section 7.02(k) of the Constellation OP Disclosure Letter), dated as of the date that includes the Nova I Merger Effective Time and in form and substance reasonably satisfactory to Nova I, to the effect that, commencing with its taxable year that includes the Nova I Merger Effective Time (and any prior taxable year as to which Newco has elected to taxed as a REIT under the applicable provisions of the Code), Newco has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its actual and proposed method of operation will enable it to meet the requirements for qualification and taxation as a REIT for its taxable year that includes the Nova I Merger Effective Time and subsequent taxable years (solely for purposes of rendering this opinion, counsel will be able to rely on the opinions referred to in clause (ii) of this Section 7.02(k) and clause (ii) of Section 7.03(k) below) and (ii) with respect to Nova II, a written opinion of Xxxxxxxxx Traurig LLP (or other counsel to Nova II reasonably acceptable to Nova I, which the parties agree shall include the firms listed on Section 7.02(k) of the Nova II Disclosure Letter), dated as of the date that includes the Nova I Merger Effective Time and in form and substance reasonably satisfactory to Nova I, to the effect that, commencing with its taxable year ended December 31, 2013 through the Nova I Merger Effective Time, Nova II 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 through the Nova I Merger Effective Time will enable it to meet the requirements for qualification and taxation as a REIT for the taxable year ended with the Nova I Merger Effective Time. Each opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in officer’s certificates executed by (1) with respect to Newco, Constellation, RED REIT and Newco and (2) with respect to Nova II, Nova II and Nova II OP.
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REIT Opinions. By February 28 of the year following the year which includes the Distribution Date,
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REIT Opinions. Each Party shall have received an opinion of counsel, in form and substance reasonably satisfactory to the Party, relating to the Other Party's qualification and taxation as a REIT under the Code for all taxable periods commencing with the Other Party's Initial REIT Year. For purposes of such opinions, counsel may rely on assumptions that Juniper will make any potential distribution contemplated by Section 2.6 and on a customary officers' certificate.
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REIT Opinions. The Company shall use its reasonable best efforts (at the Company’s expense, except in connection with opinions obtained pursuant to clause (b) below) to cause to be delivered to each Common Member (a) in connection with the sale or transfer of any Equity Interests, and/or (b) upon the request of any Common Member, at such requesting Common Member’s expense (which request pursuant to clause (b) hereof shall be made no more frequently than once per year) by the Company, an opinion of counsel from Xxxxxxx Xxxx or another nationally recognized law firm experienced in matters relating to REITs (such other law firm to be reasonably acceptable to the Common Members or, in the case of an opinion requested by less than all of the Common Members, reasonably acceptable to the requesting Common Member(s)), addressed to the Company, substantially to the effect that, commencing with the Company’s initial taxable year, 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 it to meet, and its proposed method of operation will enable it to meet, the requirements for qualification and taxation as a REIT under the Code for its initial taxable year and subsequent taxable years. Such opinion and the related officers’ certificates, equityholder representations and other similar items shall be in customary form and substance and otherwise reasonably satisfactory to the Common Members, and drafts thereof shall be provided to the Common Members for review and comment reasonably in advance of the issuance of such opinion.
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REIT Opinions. The Managing Member shall use commercially reasonable efforts (at the expense of the applicable XX XXXX, except in connection with any opinion(s) obtained pursuant to clause (iii) below) to cause to be delivered to each Member on (i) the Effective Date, (ii) in connection with the sale or transfer of any equity interests in such XX XXXX, and/or (iii) upon the request of any Member (including any request by a Member that results in the Company making a request for an opinion pursuant to any JV Operating Agreement) at such requesting Member’s expense (which request pursuant to clause (iii) hereof shall be made no more frequently than once per year), an opinion of counsel from Xxxxxxxx Xxxx LLP or another nationally recognized law firm experienced in matters relating to REITs (such other law firm to be reasonably acceptable to the Members or, in the case of an opinion requested by less than all of the Members, reasonably acceptable to the requesting Member(s)), addressed to the applicable XX XXXX, on which the Member(s) (and/or, if applicable, the transferee(s) of such Member(s)) is/are expressly permitted to rely, substantially to the effect that, commencing with the applicable XX XXXX’x initial taxable year, such XX XXXX 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 it to meet, and its proposed method of operation will enable it to meet, the requirements for qualification and taxation as a REIT under the Code for its initial taxable year and subsequent taxable years. Such opinion and the related officers’ certificates, equityholder representations and other similar items shall be customary in form and substance and otherwise reasonably satisfactory to the Members, and drafts thereof shall be provided to the Members for review and comment reasonably in advance of the issuance of such opinion.
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REIT Opinions. As a condition to Buyer’s obligation to close, Buyer shall have received an opinion from DLA Piper, which shall also be addressed to Seller, in form and substance satisfactory to Buyer, as to each Existing REIT Sub, that such Existing REIT Sub has been organized and operated in conformity with the requirements for qualification as a REIT for U.S. federal income tax purposes for all taxable periods commencing with the first year that such Existing REIT Sub elected to be classified as a REIT under the Code through and including the Closing Date.
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Related to REIT Opinions

  • Company Counsel Opinions On the Closing Date and/or the Option Closing Date, the Representative shall have received (i) the favorable opinion of Ortoli Rosenstadt LLP, U.S. securities counsel to the Company, dated as of such date, addressed to the Representative, including negative assurances, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Xxxxxx Westwood & Riegels, British Virgin Islands counsel to the Company, in form and substance reasonably satisfactory to the Representative; and (iii) the favorable opinion of Jiangsu Junjin Law Firm, PRC counsel to the Company, in form and substance reasonably satisfactory to the Representative. The Underwriter shall rely on the opinions of (i) the Company’s British Virgin Islands counsel, Xxxxxx Westwood & Riegels, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, validity of the Offered Securities and the Underlying Shares and due authorization, execution and delivery of the Agreement and (ii) the Company’s PRC counsel, Jiangsu Junjin Law Firm, filed as Exhibit 8.1 to the Registration Statement.

  • Compliance Certificates and Opinions (a) Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company, shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished. (b) Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant in this Indenture shall include (1) a statement that the Person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

  • Company Counsel Legal Opinions The Agent shall have received the opinions and negative assurance letters, as applicable, of Company Counsel and Intellectual Property Counsel required to be delivered pursuant to Section 7(n) and Section 7(o), as applicable, on or before the date on which such delivery of such opinions and negative assurance letters are required pursuant to Section 7(n) and Section 7(o), as applicable.