Tax Opinion Relating to Partnership Status. Contributor shall have received the opinion of Xxxxxxx Xxxxx LLP or other counsel to Partnership reasonably satisfactory to Contributor, dated as of the Closing Date, that Partnership has been during and since its taxable year ended December 31, 2003, and continues to be, treated for federal income tax purposes as a partnership and not as a corporation or association taxable as a corporation, and that, after giving effect to the transactions contemplated by this Agreement, Partnership’s proposed method of operation will enable it to continue to be treated for federal income tax purposes as a partnership and not as a corporation or association taxable as a corporation (with customary exceptions, assumptions and qualifications and based upon customary representations). Ashford Hospitality Limited Partnership/Marriott Crystal City Gateway Agreement of Purchase and Sale
Tax Opinion Relating to Partnership Status. Vornado shall have received (i) an opinion of Hogan & Hartson L.L.P. or other counsel to SCR reasonably satisfactory xx Xornxxx, xxted as of the Closing Date, that, commencing with its taxable year ended December 31, 1997, SCR has been and continues to be, treated for federal income tax purposes as a partnership and not as a corporation or association taxable as a corporation (with customary exceptions, assumptions and qualifications and based upon customary representations) and (ii) an opinion of Sullivan & Cromwell that (x) commencing with its taxable year ended Dexxxxxx 01, 0000 xxxough the Effective Time, Vornado REIT was organized and has operated in conformity with the requirements for qualification as a REIT under the Code and that, after giving effect to the Merger, the proposed method of operation of Vornado REIT and Vornado OP will enable Vornado REIT to continue to meet the requirements for qualification and taxation as a REIT under the Code (with customary exceptions, assumptions and qualifications and based upon customary representations), and (y) Vornado OP has been during and since its taxable year ended December 31, 1997, and continues to be, treated for federal income tax purposes as a partnership and not as a corporation or association taxable as a corporation, and that, after giving effect to the Merger, Vornado OP's proposed method of operation will enable it to continue to be treated for federal income tax purposes as a partnership and not as a corporation or association taxable as a corporation (with customary exceptions, assumptions and qualifications and based upon customary representations).
Tax Opinion Relating to Partnership Status. The General Partners shall have received the opinion of Xxxxxxxx & Xxxxxxxx LLP or other counsel to Vornado reasonably satisfactory to the General Partners, dated as of the Closing Date, that the Operating Partnership has been during and since its taxable year ended December 31, 1997, and continues to be, treated for federal income tax purposes as a partnership and not as a corporation or association taxable as a corporation, and that, after giving effect to the Transaction, the Operating Partnership’s proposed method of operation will enable it to continue to be treated for federal income tax purposes as a partnership and not as a corporation or association taxable as a corporation (with customary exceptions, assumptions and qualifications and based upon customary representations).
