REIT Qualification Opinion. The Company shall have received a tax opinion of Mxxxx Xxxxx LLP (or such other nationally recognized REIT counsel as may be reasonably acceptable to Parent and the Company), substantially in the form of Exhibit C to this Agreement, dated as of the Closing Date, to the effect that beginning with Parent’s taxable year ended December 31, 1997 and through the Closing Date, Parent has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and Parent’s proposed method of organization and operation will enable Parent to continue to satisfy 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) and subject to customary exceptions, assumptions and qualifications).
REIT Qualification Opinion. Parent shall have received a written tax opinion of Xxxxxxxx Xxxxx (or such other nationally recognized REIT counsel as may be reasonably acceptable to Parent and the Company), substantially in the form of Exhibit D to this Agreement, dated as of the Closing Date, to the effect that, beginning with its taxable year ended December 31, 1995 and ending with its taxable year that ends with the Closing Date, the Company 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 subject to customary exceptions, assumptions and qualifications).
REIT Qualification Opinion. The Buyer shall have furnished the Company with an opinion of Hunton & Xxxxxxxx LLP, dated as of the Closing Date, to the effect that (a) commencing with its taxable year ended December 31, 2004, and for each taxable year ended through December 31, 2006, the Buyer has been organized and operated in conformity with the requirements for qualification and taxation as a REIT and (b) the Buyer’s organization and current and proposed method of operation (including the consummation of the transactions contemplated hereby and after the consummation thereof) will enable it to continue to meet the requirements for qualification and taxation as a REIT for its taxable year ending December 31, 2007 and in the future.
REIT Qualification Opinion. The Company shall have received a tax opinion of Mxxxxxxx & Fxxxxxxx LLP (or such other nationally recognized REIT counsel as may be reasonably acceptable to Parent and the Company), substantially in the form of Exhibit C to this Agreement, dated as of the Closing Date, to the effect that beginning with the Parent’s taxable year ended December 31, 2014, Parent 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 7.16(a)(ii) and Section 7.16(b)(ii)(A).
REIT Qualification Opinion. The Company shall have received a tax opinion of Xxxxx Lovells US LLP (or such other nationally recognized REIT counsel as may be reasonably acceptable to Park and the Company), substantially in the form of Exhibit B to this Agreement, dated as of the Closing Date, that commencing with its taxable year ended December 31, 2017, Park has been organized and operated in conformity with the requirements for qualification and taxation as a REIT for U.S. federal income tax purposes, and Park’s method of operation should enable it to continue to meet the requirements or qualification and taxation as a REIT under the Code for the taxable year that includes the Effective Time and future taxable years (which opinion will be subject to customary exceptions, assumptions and qualifications and shall be based upon the representation letters described in Section 7.15(a)(ii) and Section 7.15(b)(ii)).
REIT Qualification Opinion. The Buyer shall cause an officer of the Buyer (on behalf of the Buyer) to make such representations and warranties as may be reasonably requested by Hunton & Xxxxxxxx LLP as a condition to the issuance of the opinion referred to in Section 8.9.
REIT Qualification Opinion. Parent shall have received a written tax opinion of Bxxxx & MxXxxxxx LLP, substantially in the form of Exhibit B to this Agreement, dated as of the Closing Date, to the effect that, commencing with its taxable year ended December 31, 2015 and through the Company Merger Effective Time, the Company 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 subject to customary exceptions, assumptions and qualifications).
REIT Qualification Opinion. The Company shall have received a tax opinion of Lxxxxx & Wxxxxxx LLP, substantially in the form of Exhibit D to this Agreement, dated as of the Closing Date, 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 Pxxxxx’s proposed method of operation will enable Parent to continue to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year that includes the Company Merger Effective Time and future taxable years (which opinion shall be based upon the representation letters described in Section 7.15(a)(ii) and Section 7.15(b)(ii) and subject to customary exceptions, assumptions and qualifications).
REIT Qualification Opinion. Buyer Parties shall have received a tax opinion of Xxxxxxx Procter LLP (or such other nationally recognized REIT counsel as may be reasonably acceptable to Parent and the Company), substantially in the form of Exhibit A to this Agreement, dated as of the Closing Date, to the effect that, beginning with its taxable year ended December 31, 2012, the Company 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 7.16(a)(ii) and Section 7.16(b)(ii)(B)).
REIT Qualification Opinion. Park shall have received a written tax opinion of Polsinelli PC (or such other nationally recognized REIT counsel as may be reasonably acceptable to Park and the Company), substantially in the form of Exhibit A to this Agreement, dated as of the Closing Date, to the effect that (i) with respect to the Company, for all taxable periods commencing with its taxable year of formation through the Effective Time, (ii) with respect to RP Holdings Trust all taxable periods commencing with its taxable year of formation through the Company Subsidiary REIT Liquidation Date, and (iii) with respect to CHSP DC Holding Trust all taxable periods commencing with its taxable year of formation through the Company Subsidiary REIT Liquidation Date, each of the Company and RP Holdings Trust and CHSP DC Holding Trust has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code (which opinion will be subject to customary exceptions, assumptions and qualifications and shall be based upon the representation letters described in Section 7.15(a)(ii) and Section 7.15(b)(ii)).
