REIT Opinion definition

REIT Opinion shall have the meaning set forth in Section 13(i).
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REIT Opinion. An opinion letter from Sellers’ counsel regarding each REIT’s organization and operation in conformity with the requirements for qualification and taxation as a real estate investment trust pursuant to Section 856-857 of the Code at all times during the period beginning on the date of each REIT’s formation and ending immediately prior to the Closing Date, which shall be (i) in form and substance as deemed necessary or appropriate by Sellers’ counsel and reasonably satisfactory to Buyer, and (ii) based on customary assumptions and representations (including an assumption that for purposes of the REIT Opinion, each REIT’s taxable year ended immediately prior to the Closing, and an assumption that each REIT satisfied the distribution requirement described in Section 857(a)(1) of the Code for the hypothetical short taxable year beginning January 1, 2016 and ending immediately prior to the Closing Date).
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REIT Opinion means an opinion substantially to the effect that, commencing with its taxable year ended December 31, 2021, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its actual method of operation has enabled it to meet, and its proposed method of operation will enable it to continue to meet, the requirements for qualification and taxation as a REIT under the Code.
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Examples of REIT Opinion in a sentence

  • REIT Opinion Exhibit F — Form of Mid-America Apartment Communities, Inc.

  • The conditions to the Offer, other than the Minimum Tender Condition and the condition that CCPT’s counsel deliver the Offer REIT Opinion (as each are described in the Offer to Purchase), may be waived by Merger Sub, in whole or in part, at any time and from time to time in Merger Sub’s sole discretion, as to any shares of CCPT common stock which are tendered.

  • If the legal counsel initially selected by the Company to render the Company REIT Opinion is unable to render such opinion but Parent’s legal counsel is able to render the Parent REIT Opinion, then the Company shall use its reasonable best efforts in good faith to engage another nationally recognized legal counsel reasonably acceptable to the Company and Parent that is able to render the Company REIT Opinion.

  • In rendering the Parent REIT Opinion, legal counsel may (i) rely upon the representations contained in the Company REIT Representation Letter and the Parent REIT Representation Letter dated, in each case, as of the Closing Date, provided that the Company is given a reasonable opportunity to review such representations and finds them reasonably acceptable, and (ii) assume the accuracy of and rely upon the Company REIT Opinion, which shall be delivered prior to the delivery of the Parent REIT Opinion.

  • Buyer shall have until 5:00 PM New York City Time on the Approval Date to notify Sellers that it approves the then current condition of the Properties and the Leases, along with the form of REIT Opinion last provided to Buyer by Sellers and has elected to proceed with Closing of the transaction contemplated hereby, subject to satisfaction or written waiver all of Buyer’s Conditions Precedent (“Buyer’s Notice of Approval”).

  • If the legal counsel initially selected by Parent to render the Parent REIT Opinion is unable to render such opinion but the Company’s legal counsel is able to render the Company REIT Opinion, then Parent shall use its reasonable best efforts in good faith to engage another nationally recognized legal counsel reasonably acceptable to Parent and the Company that is able to render the Parent REIT Opinion.

  • In rendering the REIT Opinion, such counsel shall be entitled to rely upon customary assumptions, qualifications, and representations as to factual matters (but not legal conclusions), provided, however, that such assumptions, qualifications, and representations are set forth in writing and are reasonably satisfactory to Parent.

  • Sellers’ proposed form of the REIT Opinion (which form may be revised by Sellers from time to time during the Study Period, based on input from Buyer’s counsel to the extent acceptable to Sellers, or otherwise).

  • An original REIT Opinion from Sellers’ counsel, addressed to Buyer, in the form proposed by Sellers (and reasonably approved by Buyer on or before the Approval Date) pursuant to Section 5.1.7 and dated as of the Closing Date.

  • This Agreement and the obligations of all Parties hereunder may be terminated by (i) mutual written agreement of the Debtors and the Uniti Entities, (ii) the Uniti Entities if the Bankruptcy Court has not entered the 9019 Order by May 11, 2020, or (iii) the Debtors or the Uniti Entities if Uniti has not received the True Lease Opinion and REIT Opinion by July 31, 2020, in each case not as a result of the terminating Party’s action or inaction.


More Definitions of REIT Opinion

REIT Opinion means a tax opinion of Vinson & Elkins LLP (or, if Vinson & Elkins LLP is unable or unwilling to render such opinion, Kirkland & Ellis LLP or another nationally recognized REIT counsel as may be reasonably acceptable to the Purchaser), as of the applicable Closing Date, to the effect that, subject to customary exceptions, assumptions and qualifications, the Company qualified to be taxed as a REIT pursuant to sections 856 through 860 of the Code for its taxable years ended December 31, 2014 through December 31, 2019, and the Company’s organization and current and proposed method of operation will enable it to continue to qualify as a REIT under the Code for its taxable years ending December 31, 2020 and thereafter.
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REIT Opinion means a legal opinion from counsel to the REIT to the Board of Trustees of the REIT, in form and substance acceptable to the Administrative Agent, opining that neither (i) the Pledge of the Common Shares of the REIT to the Collateral Agent or foreclosure thereupon nor (ii) the grant of the Warrants to the Lenders or exercise thereof nor (iii) the ownership by the Agents of the Shares of the REIT subject to the Pledge and/or to the Warrants, will violate Sections 1(A)(3) and 1(A)(4) of Article VIII of the REIT Declaration of Trust or cause the REIT to otherwise lose its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended.
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REIT Opinion means a tax opinion of Xxxxxx & Xxxxxx LLP (or, if Xxxxxx & Xxxxxx LLP is unable or unwilling to render such opinion, Xxxxxxxx & Xxxxx LLP or another nationally recognized REIT counsel as may be reasonably acceptable to the Purchaser), as of the applicable Closing Date, to the effect that, subject to customary exceptions, assumptions and qualifications, the Company qualified to be taxed as a REIT pursuant to sections 856 through 860 of the Code for its taxable years ended December 31, 2014 through December 31, 2019, and the Company’s organization and current and proposed method of operation will enable it to continue to qualify as a REIT under the Code for its taxable years ending December 31, 2020 and thereafter.
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REIT Opinion. Section 8.2(d) “Requisite Company Vote” Section 5.19(b) “Requisite Hospitality Vote” Section 5.19(b) “Requisite Vote” Section 5.19(b) “Starwood Sponsor” Recitals
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REIT Opinion has the meaning set forth in Section 7.3(d).
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Related to REIT Opinion

  • Second opinion means an opportunity or requirement to obtain a clinical evaluation by a provider other than the one originally making a recommendation for a proposed health service to assess the clinical necessity and appropriateness of the initial proposed health service.

  • REMIC Opinion An Independent Opinion of Counsel, to the effect that the proposed action described therein would not, under the REMIC Provisions, (i) cause any REMIC created hereunder to fail to qualify as a REMIC while any regular interest in such REMIC is outstanding, (ii) result in a tax on prohibited transactions with respect to any REMIC created hereunder or (iii) constitute a taxable contribution to any REMIC created hereunder after the Startup Day.

  • Favorable Opinion of Bond Counsel means an opinion or opinions of nationally recognized bond counsel to the effect that the action proposed to be taken is authorized or permitted by the Certificate and will not adversely affect the exclusion of interest on the Bonds from gross income for purposes of federal income taxation.

  • Fairness Opinion has the meaning set forth in Section 4.22.

  • Unqualified Opinion means an opinion on financial statements from an independent certified public accounting firm acceptable to the Required Purchasers in their reasonable discretion which opinion shall not include any qualifications or any going concern limitations other than customary qualifications related to negative profits and debt maturities within one year of applicable maturity date.

  • Opinion of Bond Counsel means a written opinion of Bond Counsel.

  • Opinion means a written, nonbinding, and advisory statement issued by the commission concerning an interpretation of the meaning of the codes or the application of the codes in a specific circumstance issued in response to a specific request by a party to the issue.

  • Fairness Opinions means the opinions of the Financial Advisors to the effect that, as of the date of such opinion and based upon and subject to the assumptions, procedures, factors, limitations and qualifications set forth therein, the Consideration to be received by the Company Shareholders under the Arrangement is fair, from a financial point of view, to such Company Shareholders.

  • Nondisqualification Opinion An Opinion of Counsel, prepared at the Trust’s expense and payable from the Collection Account, that a contemplated action will not cause (i) either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or (ii) a “prohibited transaction” or “prohibited contributions” tax to be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC at any time that any Certificates are outstanding.

  • Tax Opinion means, with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes, (a) such action will not cause the Notes of any outstanding class of Notes that were characterized as debt at the time of their issuance to be characterized as other than debt, (b) such action will not cause the Trust to be deemed to be an association (or publicly traded partnership) taxable as a corporation and (c) such action will not cause or constitute an event in which gain or loss would be recognized by any Holder.

  • Benefit Plan Opinion With respect to any Certificate presented for registration in the name of any Person, an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Company to the effect that the purchase or holding of such Certificate is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, and will not subject the Trust, the Trustee, the Delaware Trustee, the Master Servicer or the Company to any obligation or liability (including obligations or liabilities under Section 406 of ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trust, the Trustee, the Delaware Trustee, the Master Servicer or the Company.

  • Tax Counsel shall have the meaning set forth in Section 6.2 hereof.

  • Legal Opinion means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 29 (Changes to the Obligors).

  • Non-Consolidation Opinion means that certain substantive non-consolidation opinion delivered to Lender in connection with the closing of the Loan.

  • Tax Opinions mean certain Tax opinions and supporting memoranda rendered by Bxxxxxxxx to RemainCo or any of its Affiliates in connection with the Plan of Separation.

  • Withdrawal Opinion of Counsel has the meaning assigned to such term in Section 11.1(b).

  • Actuarial opinion means the opinion of an appointed actuary regarding the adequacy of the reserves and related actuarial items based on an asset adequacy analysis in accordance with subrule 5.34(6) and with applicable actuarial standards.

  • Debt-For-Tax Opinion means an Opinion of Counsel, of nationally recognized tax counsel, delivered to the Depositor and the Indenture Trustee stating that the Notes specified therein will be debt for United States federal income tax purposes.

  • Opinion of Independent Counsel means a written opinion of counsel issued by someone who is not an employee or consultant of the Company or any Guarantor and who shall be acceptable to the Trustee.

  • Bond Counsel means an attorney or firm of attorneys of nationally recognized standing on the subject of municipal bonds satisfactory to the Director.

  • Issuer Tax Opinion means with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes and subject to customary assumptions and qualifications for opinions of this type, (a) such action will not adversely affect the tax characterization as debt of any Notes that were characterized as debt at the time of their issuance, and (b) following such action neither the Issuer nor the Titling Trust will be treated as an association (or publicly traded partnership) taxable as a corporation.

  • Company Counsel means Xxxxxxxx LLP, with offices located at 000 Xxxxx Xxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000.

  • Certificate of a Firm of Independent Public Accountants means a certificate signed by an independent public accountant or a firm of independent public accountants who may be the independent public accountants regularly retained by the Company or who may be other independent public accountants. Such accountant or firm shall be entitled to rely upon an Opinion of Counsel as to the interpretation of any legal matters relating to such certificate.

  • Private Letter Ruling has the meaning set forth in the recitals.

  • Company U.S. Counsel means Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, with offices located at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.

  • Initial Certificate Transfer Opinion means an opinion rendered by nationally recognized tax counsel (i) upon the initial transfer by the Depositor of a Certificate that results in the Issuer being treated as a partnership for United States federal income tax purposes and (ii) while any Note retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes is outstanding that (x) such Note will be debt for United States federal income tax purposes or (y) the transfer by the Depositor of such Certificate will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation.