Subsidiary Tax Classification Sample Clauses
Subsidiary Tax Classification. Each of the Operating Partnership and any other Subsidiary that is a partnership or a limited liability company has been properly classified either as a partnership or as an entity disregarded as separate from the Company for federal income tax purposes throughout the period from its formation through the date hereof.
Subsidiary Tax Classification. Except as disclosed in the Prospectus, each of the Operating Partnership and the Service Companies (other than Kite Realty Development, LLC, Kite Realty Construction, LLC and Kite Realty Advisors, LLC, each of which is properly classified as a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code) has been properly classified either as a partnership or as an entity disregarded as separate from the Company for federal income tax purposes throughout the period from its formation through the date hereof.
Subsidiary Tax Classification. Each subsidiary of the Transaction Entities that is not a taxable REIT subsidiary is a partnership or a limited liability company under state law has been at all relevant times properly classified as a partnership or a disregarded entity, and not as a corporation or an association taxable as a corporation, for federal income tax purposes.
Subsidiary Tax Classification. Any Subsidiary that is a partnership or a limited liability company (other than Hypotheca Capital, LLC and New York Mortgage Funding, LLC, NYMT Residential Tax, LLC, NYMT Residential Tax 2013-RP1, LLC, NYMT Residential Tax 2013-RP2, LLC and NYMT Residential Tax 2013-RP3, LLC) has been properly classified either as a partnership or as an entity disregarded as separate from the Company for federal income tax purposes throughout the period from its formation through the date hereof.
Subsidiary Tax Classification. Each subsidiary of the Transaction Entities that is not a taxable REIT subsidiary is a partnership or a limited liability company under state law has been at all relevant times properly classified as a partnership or a disregarded entity, and not as a corporation or an association taxable as a corporation, for federal income tax purposes (other than UPOI, Inc., which is classified as a corporation for federal income tax purposes and intends to liquidate for federal income tax purposes by converting into a limited liability company under state law that is classified as a disregarded entity for federal income tax purposes and Nationwide Postal Management, Inc., which is classified as an S corporation for federal income tax purposes and intends to liquidate for federal income tax purposes by converting into a limited liability company under state law that is classified as a disregarded entity for federal income tax purposes).
Subsidiary Tax Classification. Except as disclosed in the Prospectus, each of the Operating Partnership and the other subsidiaries of the Company (other than Kite Realty Holdings and its subsidiaries, Kite Realty Development, LLC, Kite Realty Construction, LLC and Kite Realty Advisors, LLC, each of which is properly classified as a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code) has been properly classified either as a partnership or as an entity disregarded as separate from the Company for federal income tax purposes throughout the period from its formation through the date hereof.
Subsidiary Tax Classification. Any Subsidiary that is a partnership or a limited liability company (other than Hypotheca Capital, LLC and New York Mortgage Funding, LLC, NYMT Residential Tax, LLC, NYMT Residential Tax 2013-RP1, LLC, NYMT Residential Tax 2013-RP2, LLC, NYMT Residential Tax 2013-RP3, LLC and NYMT Residential Tax 2016-RP1, LLC) has been properly classified either as a partnership or as an entity disregarded as separate from the Company for federal income tax purposes throughout the period from its formation through the date hereof.”
5. Section 7(n) of the Agreement is amended by deleting the words “Placement Agent” and replacing them with “Agents.”
6. Section 7(p) of the Agreement is amended by deleting the words “▇▇▇▇ ▇▇▇▇▇ LLP” and replacing them with “▇▇▇▇▇▇ LLP” and by deleting the words “Hunton & ▇▇▇▇▇▇▇▇ LLP” and replacing them with “▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP.”
7. Section 13 of the Agreement is amended by deleting the words “▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇” and replacing them with “▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇” and deleting the words “▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇, Attention: Chief Executive Officer, with a copy to Hunton & ▇▇▇▇▇▇▇▇ LLP, Bank of America Plaza, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇” and replacing them with “▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇, Attention: Chief Executive Officer, with a copy to ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇.”
8. Exhibit B of the Agreement is hereby amended by deleting the words “and President” immediately following “▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Executive Officer” and adding under the heading New York Mortgage Trust, Inc. after “▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Executive Officer, ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇” the words “▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President, ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇.”
9. The first and second sentences of the form of Officer Certificate attached as Exhibit F to the Agreement are hereby deleted and replaced with the following: “The undersigned, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ is the Chief Executive Officer of New York Mortgage Trust, Inc., a Maryland corporation (the “Company”). The undersigned hereby executes and delivers this Officer’s Certificate as of the date hereof pursuant to Section 7(o) of that certain Equity Distribution Agreement, dated ...