REIT Event definition

REIT Event means the receipt by Host of an opinion of independent tax counsel indicating that including capital contributions by any Affiliate of Host to the TRS CV and the cash flow distributed to any such Affiliate pursuant to the TRS CV Agreement in making distributions of Proceeds pursuant to Article 6 is consistent with maintaining the REIT status of each Host REIT.

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REIT Event means the General Partner’s failure to satisfy any of the REIT Requirements (in which case the General Partner shall within five (5) calendar days deliver written notice of such REIT Event to the Class C Unit Holders stating that a REIT Event has occurred and describing in reasonable detail such REIT Event) for any reason other than as a direct result of any action taken by the Class C Unit Holders or the Redeemable Preferred Directors or any action not taken by the Company or the General Partner, in each case, due solely to either the exercise by a majority of the Class C Unit Holders (or Brookfield, as applicable) of the consent rights set forth in Section 16.3 or the requirement for prior approval by Redeemable Preferred Directors under Section 6(i) of the Articles Supplementary. A REIT Event shall be deemed to have occurred on the date that is ten (10) Business Days after the date on which the General Partner fails to satisfy any of the REIT Requirements as set forth above; provided that such date shall be automatically extended by twenty (20) calendar days if such REIT Event is susceptible of cure, and by an additional ninety (90) calendar days if such breach is not susceptible of cure by the payment of money; provided further that the General Partner has promptly undertaken and is diligently pursuing such cure and such ninety (90) day cure period extension shall not (x) reasonably be likely to be materially adverse to the Company, its Subsidiaries and Properties, taken as a whole, or any Partner, or (y) subject the Partnership, any Subsidiary, any Partner that is not an Affiliate of the General Partner or any Property or any partner, member, officer, director or shareholder or any of the foregoing to any civil or criminal liability. The General Partner and the Limited Partners agree that throughout the period during which the General Partner is permitted to cure such breach the General Partner shall, in good faith, periodically at the reasonable request of the Class C Unit Holders discuss and consult with the Class C Unit Holders or Limited Partners who are Limited Partners as a result of being Holders of OP Units issued upon conversion of Class C Units with respect to the General Partner’s efforts to cure the same.

REIT Event means the date of the completion of the transfer of income generating property and improvements of the Borrower or a Subsidiary to a real estate investment trust.

Examples of REIT Event in a sentence

• No Seller shall (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer all or substantially all of its assets to any other Person; provided that any Seller may merge or consolidate with another Person if a Seller is the Person surviving such merger; and provided further that in no event shall the REIT Event be prohibited by this subsection.

• On and after the REIT Event, ECC has not engaged in any “prohibited transaction” as defined in Section 857(b)(6)(B)(iii) and (C) of the Code, which would cause ECC to be subject to a tax equal to 100% of the net income derived from such prohibited transaction in excess of $2,000,000.

• No Seller shall make any material change in the nature of its business as carried on at the date hereof; provided, that in no event shall the REIT Event be deemed such a material change.

• In the event COI is not in default of any of its obligations hereunder, upon the determination by Crescent or the applicable Crescent Affiliate that it will dispose of a REIT Asset because of the occurrence of a REIT Event, Crescent or the applicable Crescent Affiliate may not sell the applicable REIT Asset to any other person or entity without COI's prior written consent.

• On or prior to the earlier of the initial Transaction by ECC or the REIT Event, ECC shall satisfy all conditions precedent to the initial Transaction set forth in Section 3(a) hereof.

• On and after the REIT Event, the Sellers shall maintain, on a consolidated basis, an Adjusted Tangible Net Worth of the greater of (a) 70% of net equity raised in connection with the REIT Event and (b) $40 million.

• The Sellers, on a consolidated basis, shall ensure that, as of the end of each calendar month, they have Cash Equivalents in an amount not less than (i) on and after the Effective Date until the REIT Event, 30% of Sellers’ Adjusted Tangible Net Worth, on a consolidated basis, for such calendar month and (ii) on and after the REIT Event, $30,000,000.

• No Seller shall create, incur, assume or suffer to exist any Guarantees, except (i) to the extent the Guarantee or underlying obligation Guaranteed is reflected (or will be reflected when such Seller next issues financial statements) in such Seller’s financial statements or notes thereto and (ii) to the extent the aggregate Guarantees of such Seller do not exceed (a) prior to the occurrence of the REIT Event, $10 million, and (b) on and after the occurrence of the REIT Event, (b) $25 million.

• As a result, avoiding (i) the loss of REIT status, (ii) the receipt of any income that does not constitute "rents from real property" within the meaning of Section 856(d) of the IRS Code, (iii) the ownership of nonqualifying assets for purposes of the asset tests set forth in Section 856(c)(4)(iv) of the IRS Code, and (iv) the imposition of income, penalty, or similar taxes (each an "Adverse REIT Event") is of material importance to Landlord and such REIT Affiliates.

• Sellers’ ratio of Indebtedness (excluding in all cases any Non-Recourse Indebtedness) to Adjusted Tangible Net Worth, on a consolidated basis, shall not exceed (i) on and after the Effective Date until but not including the REIT Event, 20:1 and (ii) on and after the REIT Event, 16:1.

More Definitions of REIT Event

REIT Event means the formation transactions, including without limitation, the merger of a wholly-owned subsidiary of ECC with and into Encore, and the initial public offering of common stock, par value $.001 per share, of ECC, in each case as further described in the registration statement on Form S-11 filed on August 13, 2004 (such registration statement, as amended as of the date hereof, together with the documents incorporated by reference therein, the “Registration Statement”) by ECC with the SEC under the Securities Act of 1933, as amended, relating to the registration of shares of common stock, as set forth in the prospectus contained in the Registration Statement.

REIT Event means the acquisition or ownership by Crescent or a Crescent Affiliate of a direct or indirect interest in an Arena Related Asset or the Partnership (or a Subsidiary Partnership, REIT Partnership or an Opportunity Partnership) or Crescent or a Crescent Affiliate entering into a transaction that would not be prudent for a REIT to acquire, own or enter into because such asset or transaction (A) could generate gross income that does not qualify as income within the meaning of Section 856(c)(2) or Section 856(c)(3) of the Code, (B) constitutes an asset that could cause Crescent to fail one or more of the asset tests described in Section 856(c)(5) of the Code, (C) could generate prohibited transaction income described in Section 857 (b)(6) of the Code or (D) could otherwise adversely impact Crescent REIT's ability to qualify as a REIT for federal income tax purposes.

REIT Event means a "REIT Termination Event" as defined in the Certificates of Designation establishing the Series C and Series D preferred stock of the Borrower.