REIT Restrictions. Each Affiliated REIT is a REIT and is subject to the provisions of Sections 856 through and including 860 of the Code. So long as an Affiliated REIT owns, directly or indirectly, any interest in the Partnership, then notwithstanding any other provision of this Agreement:
(i) any services that would otherwise cause any rents from a lease to be excluded from treatment as rents from real property pursuant to Section 856(d)(2)(C) of the Code shall be provided by either (1) an independent contractor (as described in Section 856(d)(3) of the Code) with respect to such Affiliated REIT and from whom neither the Partnership nor such Affiliated REIT derives or receives any income or (2) a taxable REIT subsidiary of such Affiliated REIT as described in Section 856(l) of the Code;
(ii) except for a taxable REIT subsidiary of an Affiliated REIT, the Partnership shall not own, directly or indirectly or by attribution (in accordance with attribution rules referred to in Section 856(d)(5) of the Code), in the aggregate ten percent (10%) or more of the total value of all classes of stock or ten percent (10%) or more of the total voting power (or, with respect to any such person which is not a corporation, an interest of ten percent (10%) or more in the assets or net profits of such person) of a lessee or sublessee of all or any part of the Property or of any other assets of the Partnership except in each case with the specific written approval of each Affiliated REIT;
(iii) except for securities of a taxable REIT subsidiary of an Affiliated REIT, the Partnership shall not own or acquire, directly or indirectly or by attribution, ten percent (10%) or more of the total value or the total voting power of the outstanding securities of any issuer or own any other asset (including a security) which would cause the Affiliated REIT to fail the asset test of Section 856(c)(4)(B) of the Code; and
(iv) leases entered into by the Partnership or any of its Subsidiary partnerships, limited partnerships, and limited liability companies shall provide for rents that qualify as “rents from real property” within the meaning of Section 856(d) of the Code with respect to each Affiliated REIT.
REIT Restrictions. Contributor acknowledges that the Partnership Units are subject to restrictions on beneficial and constructive ownership and transfer for the purpose of GIPREIT’s election and maintenance of its intended status as a REIT under the Internal Revenue Code of 1986, as amended. Subject to certain further restrictions and except as expressly provided in GIPREIT’s charter, (i) no person may beneficially or constructively own shares of GIPREIT’s common stock in excess of 9.8% (in value or number of shares) of the outstanding shares of common stock of the REIT unless such person is an excepted holder (in which case the excepted holder limit shall be applicable); (ii) no person may beneficially or constructively own shares of capital stock of GIPREIT in excess of 9.8% of the value of the total outstanding shares of capital stock of GIPREIT, unless such person is an excepted holder (in which case the excepted holder limit shall be applicable); (iii) no person may beneficially or constructively own capital stock that would result in GIPREIT being “closely held” under section 856(h) of the Internal Revenue Code or otherwise cause GIPREIT to fail to qualify as a real estate investment trust; and (iv) no person may transfer shares of capital stock if such transfer would result in the capital stock of GIPREIT being owned by fewer than 100 persons.
REIT Restrictions. Until the REIT is liquidated and/or dissolved, no Transfer of any Units will be valid if such Transfer would be in violation of any of the real estate investment trust related restrictions and limitations set forth in Article VII of the REIT's charter. For purposes of this Section 6.2, all references to shares of stock in the charter of the REIT shall be deemed to refer to Units.
REIT Restrictions. The Borrower covenants and agrees to cause the REIT to comply with the following: the REIT will at all times (a) be the sole general partner of the Borrower, (b) own not less than fifty-one percent (51%) of the partnership interests in the Borrower, and in any event the largest percentage interest of any partner in the Borrower and (c) be responsible for making all major and day-to-day operational and management decisions to be made by the Borrower in the conduct of its business. Without the prior written consent of Administrative Agent, the REIT shall not own any assets other than its interest in the Borrower as a general partner and a limited partner, cash, Short-term Investments and the property described on Schedule 6.31 hereto.
REIT Restrictions. In the event that shares of Stock deposited with the Depositary are, pursuant to the Certificate of Incorporation, automatically exchanged for Excess Shares, such Excess Shares shall remain on deposit with the Depositary, as agent for the trustee of the trust described in Section [5(e)(I) of Article IV] of the Certificate of Incorporation. Notwithstanding any other provision of this Agreement, such Excess Shares, and the related Depositary Shares and Receipts, shall be subject to the provisions of the Certificate of Incorporation, including, without limitation, the limitations on dividends and voting rights described therein. In the event that Excess Shares, an interest in which is represented by a Depositary Share, are, pursuant to the Certificate of Incorporation, automatically exchanged for shares of Stock, such shares of Stock shall remain on deposit with the Depositary and such Depositary Share shall represent an interest in such shares of Stock. Holders of Depositary Shares representing an interest in Excess Shares who receive amounts from the Depositary in violation of the provisions of the Certificate of Incorporation shall repay such amounts to the Depositary and the Depositary shall pay over any amounts so received to the Company.
REIT Restrictions. Notwithstanding anything herein to the contrary, the General Partner may not, without the consent of Limited Partners owning a majority of the Percentage Interests, take any action, directly or indirectly, in any manner, that would result in a violation of Section 6.8 of the Newkirk Associates Agreement, as amended, substituting "the Partnershix" xxx "the Company" in each place in said Section in which the words "the Company" appears.
REIT Restrictions. In the event that shares of Stock deposited with the Depositary are, pursuant to the Declaration of Trust, automatically transferred to a trust as a result of a violation of the Ownership Limit, notwithstanding any other provision of this Agreement, the related Depositary Shares and Receipts, shall be subject to the provisions of the Declaration of Trust, including, without limitation, the limitations on dividends and voting rights described therein. In the event that Stock, an interest in which is represented by a Depositary Share, is, pursuant to the Declaration of Trust, automatically transferred to trust, such shares of Stock shall remain on deposit with the Depositary and such Depositary Share shall represent an interest in such shares of Stock held for the benefit of such trust. Holders of Depositary Shares representing an interest in Stock transferred to a trust and who receive amounts from the Depositary in violation of the provisions of the Declaration of Trust shall repay such amounts to the Depositary and the Depositary shall pay over any amounts so received to the Company for disposition as appropriate.
REIT Restrictions. The Company (and any direct or indirect Subsidiary, if any, of the Company) may not engage in any activities or hold any assets that would constitute or result in the occurrence of a REIT Prohibited Transaction Notwithstanding anything to the contrary contained in this Agreement, but subject to the Special Purpose Provisions, during the time a REIT Member is a member of the Company, neither the Company, nor any direct or indirect Subsidiary of the Company, nor any member of the Company shall take or refrain from taking any action which, or the effect of which, would constitute or result in the occurrence of a REIT Prohibited Transaction by the Company or any direct or indirect Subsidiary thereof, including, without limiting the generality of the foregoing, but in amplification thereof:
(a) entering into any lease, license, concession or’ other agreement or permitting any sublease, license, concession or other agreement that provides for rent or other payment based in whole or in part on the income or profits of any Person, excluding for this purpose a lease that provides for rent based in whole or in part on a fixed percentage or percentages of gross receipts or gross sales of any Person without reduction for any costs of the lessee (and in the case of a sublease, without reduction for any sublessor costs);
(b) leasing personal property, excluding for this purpose a lease of personal property that is entered into in connection with a lease of teal property where the rent attributable to the personal property is less than 15% of the total rent provided for under the lease;
(c) acquiring or holding any debt investments, excluding for these purposes “debt” solely between wholly owned Subsidiaries of the Company, unless (i) the amount of interest income received or accrued by the Company under such loan does not, directly or indirectly, depend in whole or in part on the income or profits of any Person, and (ii) the debt is fully secured by mortgages on real property or on interests in real property. Notwithstanding anything to the contrary herein, in the case of debt issued to the Company by a Subsidiary which is treated as a “taxable REIT subsidiary” of the REIT Member, such debt shall be secured by a mortgage or similar security interest, or by a pledge of the equity ownership of a Subsidiary of such taxable REIT Subsidiary;
(d) acquiring or holding, directly or indirectly, more than 10% of the outstanding securities of any one issuer (by vote or’ value) oth...
REIT Restrictions. The AIMCO REIT Entity has elected to be subject to tax as a real estate investment trust (a "REIT") within the meaning of Sections 856 through 860 of the Code. So long as the AIMCO REIT Entity owns, directly or indirectly, any interest in the Company, then notwithstanding any other provision of this Agreement:
(i) the Company shall conduct its operations (including, without limitation, the operations of the Properties and the operations of any assets acquired after the date of this Agreement) in a manner, such that (x) all of the Company's income is of a class described in Section 856(c)(2) of the Code and (y) the Company would meet the requirements of Section 856(c)(4) of the Code if the Company were a REIT and shall take all necessary steps to insure that any Subsidiary of the Company conducts its operations to the same effect;
(ii) the Company shall not own, directly or indirectly, any stock in an entity that is treated as a corporation for United States federal income tax purposes and no Subsidiary of the Company shall own, directly or indirectly, any such stock; and
(iii) neither the Company nor any Subsidiary "shall engage in any prohibited transaction within the meaning of Section 857(b)(6) of the Code.
REIT Restrictions. NHP/PMB’s Controlling Principal is a real estate investment trust (“REIT”) and is subject to the provisions of Code Sections 856 through and including Code Section 860.
(a) So long as NHP/PMB’s Controlling Principal owns, directly or indirectly through one or more partnerships or entities that are disregarded for tax purposes, any interest in the Company, then notwithstanding any other provision of this Agreement, except for securities of a taxable REIT subsidiary of NHP/PMB’s Controlling Principal, the Company shall not own or acquire, directly or indirectly, securities that represent more than 10% of the total value or the total voting power of the outstanding securities of any issuer without the specific written approval of NHP/PMB’s Controlling Principal.
(b) So long as NHP/PMB’s Controlling Principal owns, directly or indirectly, any interest in the Company, then the Managing Member shall cause the Company to be operated (by any Property Manager and/or otherwise) in a manner that: (i) does not prevent NHP/PMB’s Controlling Principal from being taxed as a real estate investment trust under Sections 856-859 of the Code, as determined by NHP/PMB’s Controlling Principal; and (ii) unless otherwise determined by NHP/PMB’s Controlling Principal, would not result in the recognition of income that is not described in Section 856(c)(2) or Section 856(c)(3) of the Code.
