REIT Limited Partner definition
Examples of REIT Limited Partner in a sentence
A Tendering Party shall be deemed to have offered to sell the Tendered Units described in the Notice of Redemption to the General Partner and to the REIT Limited Partner and either the General Partner or the REIT Limited Partner (or both) may, in its sole and absolute discretion, elect to purchase directly and acquire such Tendered Units by paying to the Tendering Party either the Cash Amount or the REIT Shares Amount.
Within 15 days of receipt of a Notice of Redemption, the Partnership will send to the Limited Partner submitting the Notice of Redemption a response stating whether the General Partner and/or the REIT Limited Partner has made such an election and whether the General Partner, in its capacity as the general partner of the Partnership, has determined that the applicable Partnership Units will be redeemed for REIT Shares or the Cash Amount, or partially for REIT Shares and partially for a Cash Amount.
Neither the General Partner nor the REIT Limited Partner will be liable for breach of any fiduciary or other duty by reason of the fact that such party pursues or acquires for, or directs such opportunity or interest to another Person or does not communicate or offer such opportunity or interest to the Partnership.
In connection with the foregoing, and without limiting the REIT Limited Partner’s right in its sole and absolute discretion to qualify or cease qualifying as a REIT, the Partners acknowledge that the REIT Limited Partner intends to qualify as a REIT for federal income tax purposes and that such qualification and the avoidance of income and excise taxes on the REIT Limited Partner inures to the benefit of all the Partners and not solely to the REIT Limited Partner.
The Partnership may not incur or be responsible for any fee or expense (in connection with an Offering or otherwise) that would be duplicative of fees and expenses paid by the General Partner or the REIT Limited Partner.
Notwithstanding the foregoing, the Partners agree that the REIT Limited Partner may terminate its status as a REIT under the Code at any time to the full extent permitted under the Charter.
If, pursuant to the terms of this Section 8.5, the General Partner and/or REIT Limited Partner will acquire any number of Tendered Units for REIT Shares rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the General Partner and/or REIT Limited Partner, as applicable, in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage.
Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner and the REIT Limited Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”).
The General Partner shall use its commercially reasonable efforts to cause the Partnership to distribute amounts sufficient to enable the REIT Limited Partner to make stockholder distributions that will allow the REIT Limited Partner to (i) meet its distribution requirement for qualification as a REIT as set forth in Section 857 of the Code and (ii) avoid any federal income or excise tax liability imposed by the Code.
The REIT Limited Partner on behalf of the Partnership shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code.