Tax Opinion Relating to REIT Status. Parent shall have received the opinion of Xxxxx Xxxx LLP, dated as of the Closing Date and in form and substance reasonably satisfactory to Parent, to the effect that commencing with its taxable year ended December 31, 2003, and through the Effective Time, the Company was organized and has operated in conformity with the requirements for qualification as a REIT under the Code, with customary exceptions, assumptions and qualifications and based on customary representations.
Tax Opinion Relating to REIT Status. The Company shall have received a written opinion of Proskauer Rose LLP on which the Parent shall be entitled to rely, dated as of the Closing Date and in form and substance reasonably satisfactory to the Parent, to the effect that, commencing with the Company’s taxable year that ended on 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 and its actual method of operation has enabled the Company to meet, through the Effective Time, the requirements for qualification and taxation as a REIT under the Code, which opinion will be subject to customary exceptions, assumptions and qualifications and based on a Company REIT Representation Letter.
Tax Opinion Relating to REIT Status. The Parent shall have received a written opinion of Proskauer Rose LLP, or other counsel reasonably acceptable to the Company, on which the Company shall be entitled to rely, dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, commencing with the Parent’s taxable year that ended on December 31, 2013, the Parent 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 the Parent to meet, and its proposed method of operation will enable the Parent to continue to meet (for the taxable year that will end December 31 of the year that includes the closing and subsequent years), the requirements for qualification and taxation as a REIT under the Code, which opinion will be subject to customary exceptions, assumptions and qualifications and based on a Parent REIT Representation Letter. 80
Tax Opinion Relating to REIT Status. Parent shall have received an opinion from Hunton & Wxxxxxxx LLP (or other such law firm of national standing), dated as of the Closing Date, in the form of Exhibit F hereto, to the effect that, for its short taxable year ended December 31, 2002 through its taxable year ending December 31, 2005, the Company qualified as a REIT under the Code, and from January 1, 2006 through the Closing Date, the Company’s proposed method of operation will enable the Company to continue to meet the requirements for qualification as a REIT under the Code. The opinion will also provide that Axxxxx & Pxxxxx LLP (or other such law firm of national standing) may rely upon the same in rendering its tax opinion described in Section 7.3(c).
Tax Opinion Relating to REIT Status. The Company shall have received an opinion from Axxxxx & Pxxxxx LLP (or other such law firm of national standing), dated as of the Closing Date, in the form of Exhibit G hereto, to the effect that Parent qualified to be taxed as a REIT under Sections 856 through 860 of the Code, for its taxable years ended December 31, 1998 through December 31, 2005, and taking into account the Merger, Parent’s organization and current and proposed method of operation will enable Parent to continue to qualify as a REIT for its taxable year ending December 31, 2006 and in the future. Axxxxx & Pxxxxx LLP (or other such law firm of national standing) may also rely upon the customary officer’s certificate provided by the Company to Hunton & Wxxxxxxx LLP (or other such law firm of national standing), which shall also be addressed to Axxxxx & Pxxxxx LLP, in connection with the tax opinion described in Section 7.2(d).
Tax Opinion Relating to REIT Status. The Company shall have received (i) an opinion of Alston & Bird LLP or other counsel to IRT reasonably satisfactory to txx Xxxpany, dated as of the Closing Date, to the effect that, commencing with its taxable year ended December 31, 1997, IRT was organized and has operated in conformity with the requirements for qualification as a REIT under the Code, and (ii) an opinion of Greenberg Traurig, P.A. or other counsel to the Company reasonably satxxxxxxxxx to IRT, dated as of the Closing Date, to the effect that, after giving effect to the Merger, the Company's proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code.
Tax Opinion Relating to REIT Status. Sun shall have received the opinion of Hxxxx & Hxxxxxx LLP or other counsel to Horizon reasonably satisfactory to Sun, dated as of the Closing Date, in form and substance reasonably satisfactory to Sun, that, commencing with its taxable year ended December 31, 1999, Horizon 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 REIT Merger, Horizon’s proposed method of operation will enable it 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 with such additional exceptions, assumptions, qualifications and representations as are set forth in writing and are reasonably satisfactory to Sun).
Tax Opinion Relating to REIT Status. Apple Nine shall provide the Companies an opinion of MW, or other counsel to Apple Nine reasonably satisfactory to the Companies, dated as of the date of the Closing Date, opining that Apple Nine has been organized and has operated in conformity with the requirements for qualification as a REIT under the Code commencing with Apple Nine’s taxable year ended December 31, 2008 and through Apple Nine’s taxable year ended December 31, 2012 and that Apple Nine’s organization and proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT for subsequent taxable years. Such opinion shall be based upon customary assumptions and customary representations made by Apple Nine and its Subsidiaries, and such opinion shall be subject to such changes or modifications as may be deemed necessary or appropriate by MW (or such counsel rendering the opinion and as shall be reasonably satisfactory to the Companies).
Tax Opinion Relating to REIT Status. Bay and Avalon shall have received an opinion from Xxxxxxx, Procter & Xxxx LLP, dated as of the Closing Date, substantially to the effect that the Surviving Corporation will continue to qualify as a REIT for federal income tax purposes immediately after the Effective Time. In rendering such opinion, Xxxxxxx, Procter & Xxxx LLP may require and rely upon customary assumptions, representations and covenants including those contained in certificates of officers of Bay, Avalon and others, reasonably satisfactory in form and substance to such counsel.
Tax Opinion Relating to REIT Status. The Company shall provide Parent an opinion of McGuireWoods LLP, dated as of the Closing Date and in the form attached hereto as Exhibit F, opining that the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code for each of its taxable years beginning with its taxable year ended December 31, 2011, through its taxable year ended December 31, 2015, and that the Company’s current organization and current and proposed method of operation will enable it to meet the requirements for qualification and taxation as a REIT under the Code from January 1, 2016, through the Effective Time (the “Company REIT Opinion”). The Company shall cooperate with McGuireWoods LLP and shall deliver to McGuireWoods LLP for purposes of the Company REIT Opinion customary representations and covenants, including those contained in certificates of the Company.
