Examples of REIT Limited Partner in a sentence
Without limiting the foregoing, if the REIT Limited Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the REIT Limited Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the number of such REIT Shares of that Class issued by the REIT Limited Partner the proceeds of which were so contributed.
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.
In connection with any and all issuances of REIT Shares pursuant to the REIT Limited Partner’s distribution reinvestment plan, the REIT Limited Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of the distributions that have been reinvested in respect of the REIT Shares issued by the REIT Limited Partner in return for an equal number of Partnership Units having the same Class designation as the issued REIT Shares.
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.
To the extent that any items of income, gain, loss or deduction of the REIT Limited Partner are allocable to a specific Class or Classes of REIT Shares as provided in the Prospectus, including, without limitation, Distribution Fees, such items, or an amount equal thereto, shall be specially allocated to the Classes or Series of Partnership Units corresponding to such Class or Classes of REIT Shares.
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.
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.
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.
No Tendering Party whose Tendered Units are acquired by the General Partner and/or the REIT Limited Partner shall have any right to cause or require the General Partner and/or the REIT Limited Partner to register or qualify such REIT Shares with any federal or state securities agency under the Securities Act or to list such REIT Shares on any stock exchange.
If the REIT Limited Partner repurchases any REIT Shares (other than REIT Shares repurchased with proceeds received from the issuance of other REIT Shares), then the General Partner shall cause the Partnership to purchase from the REIT Limited Partner a number of Partnership Units having the same Class designation as the redeemed REIT Shares for that Class of Partnership Units on the same terms that the REIT Limited Partner repurchased such REIT Shares (including any applicable discount to Net Asset Value).