Common use of Tax Opinion Representations Clause in Contracts

Tax Opinion Representations. Contributor represents, warrants, and covenants that: (a) The Contributor at all times has been and is classified as a partnership for federal income tax purposes; (b) The Acquiror will assume, or take the Property subject to, only liabilities that fall into one of the following four categories (for this purpose, treating any refinancing as a continuation of the original debt to the extent that the net proceeds of the refinancing are used to repay the original debt): (i) debt that is more than two years old and has encumbered the Property throughout such two-year period; (ii) debt that has not been outstanding for more than two years, but that was incurred to purchase, or is properly allocable to capital expenditures with respect to, the Property; (iii) a trade payable or other similar obligation incurred in the ordinary course of the Contributor's trade or business (regardless of how long such payable or obligation has been outstanding); or (iv) debt incurred within two years prior to the transfer of the Property from the Contributor to the Acquiror (the "Transfer") that has been secured by the Property since the debt's incurrence and that was not incurred in anticipation of such transfer. (c) During the two-year period immediately preceding the Transfer, the total amount of the distributions of available cash flow (including available cash flow from a prior year that was retained by the Contributor) made by the Contributor to each partner of the Contributor for each year did not exceed the product of the Contributor's net cash flow from operations for the year multiplied by such partner's percentage interest in overall profits of the Contributor for that year. (d) As of the Closing Date, the Contributor does not have the current intention of selling or otherwise disposing of any of its Preferred Partnership Units within the two-year period immediately following the Transfer.

Tax Opinion Representations. Contributor represents, warrants, and covenants that: (a) The Contributor at all times has been and is classified as a partnership for federal income tax purposes; (b) The Acquiror will assume, or take the Property subject to, only liabilities that fall into one of the following four categories (for this purpose, treating any refinancing as a continuation of the original debt to the extent that the net proceeds of the refinancing are used to repay the original debt): (i) debt that is more than two years old and has encumbered the Property throughout such two-year period; (ii) debt that has not been outstanding for more than two years, but that was incurred to purchase, or is properly allocable to capital expenditures with respect to, the Property; (iii) a trade payable or other similar obligation incurred in the ordinary course of the Contributor's trade or business (regardless of how long such payable or obligation has been outstanding); or (iv) debt incurred within two years prior to the transfer of the Property from the Contributor to the Acquiror (the "Transfer") that has been secured by the Property since the debt's incurrence and that was not incurred in anticipation of such transfer. (c) During the two-year period immediately preceding the Transfer, the total amount of the distributions of available cash flow (including available cash flow from a prior year that was retained by the Contributor) made by the Contributor to each partner of the Contributor for each year did not exceed the product of the Contributor's net cash flow from operations for the year multiplied by such partner's percentage interest in overall profits of the Contributor for that year. (d) As of the Closing Date, the Contributor does not have the current intention of selling or otherwise disposing of any of its Preferred Partnership Units within the two-year period immediately following the Transfer.was