Examples of Omega REIT in a sentence
The Borrower will, and will cause each of its Subsidiaries to, operate its business at all times in such a manner as to permit Omega REIT to satisfy all requirements necessary to qualify and maintain Omega REIT’s qualification as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code.
The Partnership shall use reasonable efforts to prepare within one hundred twenty (120) days after the close of each Partnership Year financial statements of the Partnership, or of Omega REIT if such statements are prepared on a consolidated basis with the Partnership, for such Partnership Year, presented in accordance with GAAP, which such statements shall be audited by a nationally recognized firm of independent public accountants selected by the General Partner.
Notwithstanding the foregoing, the Borrower and Omega REIT may make distributions payable solely in the form of partnership units of the Borrower or common stock of Omega REIT, as applicable.
The provisions relating to indemnification of Omega REIT set forth in Section 7.6 shall be fully applicable to Omega REIT in its capacity as tax matters partner.
If requested by the Administrative Agent, the Borrower or the Credit Parties, as applicable, shall execute an authorization letter addressed to its accountants authorizing the Administrative Agent or any Lender to discuss the financial affairs of Omega REIT, Omega Holdco and the Borrower or any other Credit Party with its accountants.
Any financial ratios required to be maintained by Omega REIT and the Borrower pursuant to this Credit Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
The liabilities and obligations assumed by the Partnership in connection with the Omega Contribution or pursuant to Section 4.5(d) in connection with the issuance by the Omega REIT of any New Debt Obligations shall be considered to be financial obligations of the Partnership that shall be reflected on the financial books of the Partnership, and for tax reporting purposes, irrespective of the fact that Omega REIT is the legal obligor with respect to such liabilities.
The purpose of the limitations contained in this Section 16.11 is to prevent Omega REIT from failing to qualify as a REIT under the Code by reason of Omega REIT’s share of items, including distributions, reimbursements, fees, expenses or indemnities, receivable directly or indirectly from the Partnership, and this Section 16.11 shall be interpreted and applied to effectuate such purpose.
In exchange for such contribution by Omega REIT, the Partnership shall be deemed to have assumed and agreed to pay, perform or otherwise fulfill all of Omega REIT’s liabilities and obligations with respect to such New Debt Obligation (the “Assumed New Debt Obligations and Liabilities”) and to reimburse all Omega REIT’s expenses associated with the issuance of the New Debt Obligation, including any Debt Transaction Costs not paid directly by Omega REIT.
Without limiting the generality of the foregoing, the Partners acknowledge that the status of Omega REIT as a REIT inures to the benefit of all Partners and not solely to Omega REIT or its Affiliates.