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

  • 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.

  • 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.

  • 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.

  • 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 Company REIT Opinion, legal counsel may rely upon the representations contained in the Company REIT Representation Letter dated as of the Closing Date, provided that Parent is given a reasonable opportunity to review such representations and finds them reasonably acceptable.

  • 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.

  • 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”).

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

  • 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.


More Definitions of REIT Opinion

REIT Opinion means a tax opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (or, if ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP is unable or unwilling to render such opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ 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 has the meaning set forth in Section 7.3(d).
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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 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
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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, with respect to any action the taking of which requires such an opinion, an unqualified opinion of Bond Counsel to the effect that such action will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes (subject to the inclusion of any exceptions contained in the opinion delivered upon the original issuance of the Bonds).

  • 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 Collateral Agent in its reasonable discretion which opinion shall not include any qualifications or any going concern limitations.