Examples of Opportunity Partnerships in a sentence
Each of the Opportunity Partnerships owns or will, as of the Closing Date (as defined in Section 2.2 below), own the unencumbered direct or indirect ownership interests in certain limited partnerships, limited liability companies and other entities (collectively, the "Titleholders"), as identified in the attached Exhibits A-1, X-0, X-0 xx A-4 (the "Titleholder Interests").
Each Opportunity Partnership makes the following representations and warranties to the Operating Partnership only with respect to: (i) itself, (ii) the Properties identified on such Opportunity Partnership's respective Exhibit A-1, X-0, X-0 xx A-4 hereto, and (iii) the Titleholder Interests to be transferred by such Opportunity Partnership.
The Operating Partnerships and each of the Opportunity Partnerships will be treated as a partnership for federal income tax purposes and will not be subject to federal tax as a corporation or an association taxable as a corporation.
Without limitation to the foregoing, this opinion letter expressly does not, and should not be construed to, address the tax consequences of the Consolidation for the entities that are currently the managing general partners of the Opportunity Partnerships (the ZML General Partners), Equity Office Holdings, L.L.C., Equity Office Properties, L.L.C., or the owners of interests in any of these entities.
This opinion letter does not address the tax consequences to the Opportunity Partnerships or their respective partners of these various disposition transactions.
The transfers by the Opportunity Partnerships of their respective assets to the Operating Partnership in exchange for Units will not result in the recognition of taxable gain or loss at the time of the Consolidation to an Investor LP who does not receive cash distributions (or deemed distributions of cash attributable relief from liabilities) in connection with the Consolidation in excess of such Investor LP's basis in its Opportunity Partnership interest at the time of the Consolidation.
The Net Promote Proceeds shall not include any return the Company earns on any actual investment by the Company in the Opportunity Partnerships nor any fees received by the Company in respect of acquisition or asset management services.
The Operating Partnership and each of the Opportunity Partnerships will be treated as a partnership for federal income tax purposes and will not be subject to tax as a corporation or an association taxable as a corporation.
Based upon, subject to, and limited by the assumptions and qualifications set forth herein, we are of the opinion as follows with respect to the Operating Partnership, the Opportunity Partnerships, and the transfers by the Opportunity Partnerships to the Operating Partnership: 1.