Required REIT Distributions means an amount reasonably expected to equal (a) the minimum amount required to be distributed by a Borrower in cash such that distributions received by each direct and/or indirect owner of the Borrower who is a REIT, with respect to any taxable year, equals the amount of the dividend such REIT must distribute in cash (as opposed to equity (except with respect to the preferred shareholders to whom up to $50,000 per annum of cash distributions shall be permitted without any requirement to make equity distributions)) to qualify or maintain its status as a REIT and to avoid any U.S. federal or state income Taxes imposed under Sections 857(b)(1) and 857(b)(3) of the IRS Code (or similar provisions of state or local law) and any excise Taxes imposed under Section 4981 of the IRS Code or (b) the necessary amount to redeem any preferred shareholders of any Person described in clause (a); provided, however, the amount of Required REIT Distributions made in any year shall not exceed $500,000.
Required REIT Distributions means the dollar amount which must be distributed (directly or indirectly) by Mortgage Borrower to KBS Real Estate in order to enable KBS Real Estate to distribute all of KBS Real Estate’s taxable income attributable to the Properties, but only to the extent that Borrower is unable to make such distribution as a result of Mortgage’s Borrower inability to receive cash from the Properties during the existence of a Cash Management Period.
Required REIT Distributions means distributions not to exceed for any taxable year the minimum amount of cash that is required to be distributed by the Borrower with respect to such taxable year in order to meet the requirements under Section 857(a) of the Code, determined assuming that the Borrower will meet its distribution requirement by distributing stock dividends to the maximum extent permitted under Revenue Procedure 2017-45, 2017-35 IRB 216, or any subsequent administrative (including but not limited to Revenue Procedure 2020-19, 2020-22 IRB 871) or regulatory guidance (as such guidance may be modified from time to time); provided, however, that the Required REIT Distributions shall be zero during any period in which the Borrower’s election to be taxed as a REIT has been terminated or revoked, or the Borrower does not satisfy the requirements under the Code and applicable Treasury Regulations for being a REIT.
Examples of Required REIT Distributions in a sentence
Notwithstanding the foregoing, the holders of outstanding Common Shares shall be entitled to receive dividends, when, as and if declared by the Board of Directors, out of any assets legally available therefor if and only to the extent that such dividend is necessary to enable the Corporation to make Required REIT Distributions.
For the avoidance of doubt, (x) Borrower shall not be required to cause or direct Tenants to deposit Rents directly into the Lockbox Account and (y) (A) capital contributions of the owners of Borrower and (B) payment of Required REIT Distributions during an Event of Default from equity or sources other than Excess Cash Flow and/or the Properties shall not constitute Rents.
If a Default or Event of Default exists, the Borrower shall not, and shall not permit any other member of the Consolidated Group to, declare or make any Restricted Payment; provided, however, that: (a) Subsidiaries may pay Restricted Payments to the Borrower or any other Subsidiary, (b) the Borrower may declare or make Required REIT Distributions and (c) Subsidiaries that are REITs may make distributions to preferred shareholders in the amount necessary to maintain REIT status.
Notwithstanding the foregoing, the holders of outstanding Common Shares shall be entitled to receive dividends, when, as and if declared by the Board of Directors, out of any - 4 -assets legally available therefor if and only to the extent that such dividend is necessary to enable the Corporation to make Required REIT Distributions.
More Definitions of Required REIT Distributions
Required REIT Distributions means an amount equal to (a) the minimum amount required to be distributed by a Borrower in cash (as opposed to equity) such that distributions received by the Person that is a REIT following a REIT Restructuring and/or each direct and/or indirect owner of the Borrower that is a REIT, with respect to any taxable year, equals the amount of the dividend such REIT must distribute in cash (as opposed to equity) to qualify or maintain its status as a REIT and to avoid any U.S. federal or state income Taxes imposed under Sections 857(b)(1) and 857(b)(3) of the Code (or similar provisions of state or local law) and any excise taxes imposed under Section 4981 of the Code or (b) the necessary amount to redeem any preferred shareholders of any Person described in clause (a); provided, however, the amount of Required REIT Distributions made in any year shall not exceed the greater of (x) $250,000 per annum and (y) when aggregated with all prior distributions made pursuant to this definition of “Required REIT Distributions”, ten percent (10%) of the aggregate of all deposits made into the Excess Cash Flow Reserve Account through any date of determination (the “Pre-Public Sale Cap”) and (2) after a Public Sale to a Qualified Public Company, the amount of Required REIT Distributions made in any year shall not exceed the greater of (x) the Pre-Public Sale Cap and (y) the amount of Required REIT Distributions that would be permitted to be made pursuant to clause (a) of this definition assuming Borrower itself were a REIT, that such REIT’s assets were limited to the assets of Borrower, and that such REIT’s income was limited to Borrower’s net taxable income or the net taxable income of Borrower’s owner for U.S. federal income tax (or state or local income tax, as applicable) purposes that is attributable to its interest in Borrower.
Required REIT Distributions means distributions in the minimum cash amount necessary (as determined by Borrower in good faith and certified to Lender pursuant to an Officer’s Certificate) (1) to maintain the status of MGP, XXXXX or Windmill REIT as a real estate investment trust and (2) to avoid payment or imposition of any entity level tax on MGP, XXXXX or Windmill REIT (including pursuant to Section 4981 of the Code) that could be avoided by reason of a distribution or other action by Borrower.
Required REIT Distributions means an amount equal to (a) the minimum amount required to be distributed by a Borrower in cash (as opposed to equity) such that distributions received by the Person that is a REIT following a REIT Restructuring and/or each direct and/or indirect owner of the Borrower that is a REIT, with respect to any taxable year, equals the amount of the dividend such REIT must distribute in cash (as opposed to equity) to qualify or maintain its status as a REIT and to avoid any U.S. federal or state income Taxes imposed under Sections 857(b)(1) and 857(b)(3) of the Code (or similar provisions of state or local law) and any excise taxes imposed under Section 4981 of the Code or (b) the necessary amount to redeem any preferred shareholders of any Person described in clause (a); provided, however, the amount of Required REIT Distributions made in any year shall not exceed the greater of (x) $250,000 per annum and (y) when aggregated with all prior distributions made pursuant to this definition of “Required REIT Distributions”, ten percent (10%) of the aggregate of all deposits made into the Excess Cash Flow Reserve Account through any date of determination.
Required REIT Distributions shall have the meaning set forth in the Mortgage Loan Agreement.
Required REIT Distributions means such distributions as are necessary to maintain the status of BRE Retail Centers Corp (or its successors) as a “real estate investment trust” under the Code, as evidenced by an Officer’s Certificate which is certified to the Administrative Agent.
Required REIT Distributions means an amount equal to (a) the minimum amount required to be distributed by a Borrower in cash (as opposed to equity) such that distributions received by each direct and/or indirect owner of the Borrower that is a REIT, with respect to any taxable year, equal the amount of the dividend such REIT must distribute in cash (as opposed to equity) to qualify or maintain its status as a REIT and to avoid any U.S. federal or state income Taxes imposed under Sections 857(b)(1) and 857(b)(3) of the Code (or similar provisions of state or local law) and any excise Taxes imposed under Section 4981 of the Code or (b) the necessary amount to redeem any preferred shareholders of any Person described in clause (a); provided, however, that the amount of Required REIT Distributions made in any year shall not exceed an amount which is pari passu with any other entity directly or indirectly owned by such REIT.
Required REIT Distributions means distributions not to exceed for any taxable year the minimum amount of cash that is required to be distributed by Xxxxxx REIT with respect to such taxable year in order to meet the requirements under Section 857(a) of the Internal Revenue Code, determined assuming that Xxxxxx REIT will meet its distribution requirement by distributing stock dividends to the maximum extent permitted under Revenue Procedure 2017-45, 2017-35 IRB 216, or any subsequent administrative or regulatory guidance (as such guidance may be modified from time to time); provided, however, that the Required REIT Distributions shall be zero during any period in which Xxxxxx XXXX’s election to be taxed as a REIT has been terminated or revoked, or Xxxxxx XXXX does not satisfy the requirements under the Internal Revenue Code and applicable Treasury Regulations for being a REIT.