DC REIT Status Sample Clauses

DC REIT Status. At any time during a Fiscal Year, any Partner may request in writing that the General Partner, following a review of the list of investors in PKY REIT as identified by the Bloomberg Security Ownership Tree (the “Bloomberg Shareholder List”) dated as of the last day of the month preceding the date of such request (or the most recent date prior thereto for which such information is available), (a) without any obligation to undertake any diligence or inquiry beyond review of the Bloomberg Shareholder List, advise the other Partners whether the General Partner has actual knowledge (i) that any Person shown on the Bloomberg Shareholder List as holding less than five percent (5%) of the shares of PKY REIT (in addition to those non-U.S. persons listed on the Bloomberg Shareholder List) is not a U.S. person and, if so, (ii) the identity of such additional non-U.S. person and whether the General Partner has actual knowledge that the number of shares of PKY REIT owned by such additional non-U.S. person is different from the number of shares shown on the Bloomberg Shareholder List as owned by such additional non-U.S. person (and, if so, the number of shares that are different), (b) with respect to Persons as to whom PKY REIT has actual knowledge (without any obligation to undertake any diligence or inquiry, beyond review of the Bloomberg Shareholder List and Schedule 13D and Schedule 13G filings with the Securities and Exchange Commission) that such Person owns (actually or constructively) five percent (5%) or more of PKY REIT, use reasonable efforts to provide the other Partners with information (solely to the extent such information is available from the Bloomberg Shareholder List, the Schedule 13D and Schedule 13G filings with the Securities and Exchange Commission or from information received by PKY REIT as a result of requests made pursuant to Treasury Regulations Section 1.857-8, without any obligation to make further inquiry or to undertake further diligence with respect thereto) regarding whether such Person is a non-U.S. person and (c) reasonably cooperate, upon request, with such requesting Partner so as to permit such requesting Partner to make its own determination of the status of PKY REIT as domestically controlled for purposes of IRS Code Section 897 or any successor provision (provided that this clause (c) shall not require that PKY REIT undertake any diligence or inquiry beyond the scope of what is contemplated in clauses (a) and (b) or solicit any i...
Sample 1
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DC REIT Status. (a) As soon as practicable, and in any event no later than ninety (90) days after the close of each Fiscal Year, General Partner shall provide to each Partner a written statement as to whether General Partner is aware, to its knowledge and without any representation or warranty of any kind or nature whatsoever (express or implied) made with respect to any holder of shares of PKY REIT, and without any requirement for any diligence or inquiry with respect to any such holder, whether PKY REIT did not qualify as a DC REIT at any time during such Fiscal Year.
Sample 1

Related to DC REIT Status

  • REIT Status The Borrower qualifies as, and has elected to be treated as, a REIT and is in compliance with all requirements and conditions imposed under the Internal Revenue Code to allow the Borrower to maintain its status as a REIT.

  • Maintenance of REIT Status In the case of the Parent Guarantor, at all times, conduct its affairs and the affairs of its Subsidiaries in a manner so as to continue to qualify as a REIT and elect to be treated as a REIT under all applicable laws, rules and regulations.

  • Limitation to Preserve REIT Status To the extent that any amount paid or credited to the General Partner or its officers, directors, employees or agents pursuant to Section 7.4 or 7.7 would constitute gross income to the General Partner for purposes of Sections 856(c)(2) or 856(c)(3) of the Code (a "General Partner Payment") then, notwithstanding any other provision of this Agreement, the amount of such General Partner Payments for any fiscal year shall not exceed the lesser of:

  • Partnership Status The parties intend to treat the Partnership as a partnership for U.S. federal income tax purposes.

  • Current Status The Property and Grantor and, to the best knowledge of Grantor, any property adjoining the Property are not in violation of or subject to any existing, pending or, to the best knowledge of Grantor, threatened investigation or inquiry by any governmental authority or to any remedial obligations under any “Environmental Laws” (as hereinafter defined), and this representation will continue to be true and correct following disclosure to the applicable governmental authorities of all relevant facts, conditions, and circumstances, if any, pertaining to the Property and Grantor. Grantor undertook, at the time of acquisition of the Property, all appropriate inquiry into the previous ownership and uses of the Property consistent with good commercial or customary practice to determine if the Property is in violation of any Environmental Laws. Grantor has taken all steps necessary to determine and has determined that no Hazardous Materials have been disposed of or otherwise released on or to the Property except in accordance with Environmental Laws. The use which Grantor makes and intends to make of the Property will not result in the disposal or other release of any Hazardous Material on or to the Property except in accordance with Environmental Laws. In the event any Environmental Law is amended so as to broaden the meaning of any term defined thereby, such broader meaning shall apply subsequent to the effective date of such amendment and provided further, to the extent that the applicable laws and regulations promulgated by the United States of America, the State of Texas, or other applicable jurisdiction establish a meaning for any term defined thereby which is broader than that specified in any Environmental Law, such broader meaning shall apply. The “Associated Property” (as hereinafter defined) is not in violation of any Environmental Law for which Grantor or its predecessors in interest in the Property would be responsible. As used in this Mortgage, the term “Associated Property” means any and all real and/or personal property interests in and to (and/or carved out of) the Lands which are described or referred to as Exhibit “A” hereto, or which are otherwise described in any of the oil, gas and/or mineral leases or other instruments described or referred to in such Exhibit “A”.

  • REIT A “real estate investment trust” under Sections 856 through 860 of the Code or as may be amended. Sale or Sales. Any transaction or series of transactions whereby: (i) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any Real Property or portion thereof, including the lease of any Real Property consisting of a building only, and including any event with respect to any Real Property which gives rise to a significant amount of insurance proceeds or condemnation awards; (ii) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of all or substantially all of the interest of the Corporation or the Operating Partnership in any Joint Venture in which it is a co-venturer or partner; (iii) any Joint Venture directly or indirectly (except as described in other subsections of this definition) in which the Company or the Operating Partnership as a co-venturer or partner sells, grants, transfers, conveys, or relinquishes its ownership of any Real Property or portion thereof, including any event with respect to any Real Property which gives rise to insurance claims or condemnation awards; or (iv) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, conveys or relinquishes its interest in any Real Estate Related Asset or portion thereof (including with respect to any Mortgage, all payments thereunder or in satisfaction thereof other than regularly scheduled interest payments) of amounts owed pursuant to such Mortgage and any event which gives rise to a significant amount of insurance proceeds or similar awards; or (v) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any other asset not previously described in this definition or any portion thereof, but not including any transaction or series of transactions specified in clauses (i) through (v) above in which the proceeds of such transaction or series of transactions are reinvested by the Company in one or more assets within 180 days thereafter.

  • Initial Contribution of Trust Property; Organizational Expenses The Property Trustee acknowledges receipt in trust from the Depositor in connection with the Original Trust Agreement of the sum of $10, which constituted the initial Trust Property. The Depositor shall pay organizational expenses of the Trust as they arise or shall, upon request of any Trustee, promptly reimburse such Trustee for any such expenses paid by such Trustee. The Depositor shall make no claim upon the Trust Property for the payment of such expenses.

  • Company Status The Company is a corporation duly formed and validly existing under the general laws of the State of Maryland, with all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.

  • Tax Matters Partner; Tax Elections; Special Basis Adjustments (a) The General Partner shall be the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s reasons for determining not to file such a petition.

  • Interest of Departing General Partner and Successor General Partner (a) In the event of (i) withdrawal of the General Partner under circumstances where such withdrawal does not violate this Agreement or (ii) removal of the General Partner by the holders of Outstanding Units under circumstances where Cause does not exist, if the successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2, the Departing General Partner shall have the option, exercisable prior to the effective date of the withdrawal or removal of such Departing General Partner, to require its successor to purchase its General Partner Interest and its or its Affiliates’ general partner interest (or equivalent interest), if any, in the other Group Members and all of its or its Affiliates’ Incentive Distribution Rights (collectively, the “Combined Interest”) in exchange for an amount in cash equal to the fair market value of such Combined Interest, such amount to be determined and payable as of the effective date of its withdrawal or removal. If the General Partner is removed by the Unitholders under circumstances where Cause exists or if the General Partner withdraws under circumstances where such withdrawal violates this Agreement, and if a successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2 (or if the business of the Partnership is continued pursuant to Section 12.2 and the successor General Partner is not the former General Partner), such successor shall have the option, exercisable prior to the effective date of the withdrawal or removal of such Departing General Partner (or, in the event the business of the Partnership is continued, prior to the date the business of the Partnership is continued), to purchase the Combined Interest for such fair market value of such Combined Interest. In either event, the Departing General Partner shall be entitled to receive all reimbursements due such Departing General Partner pursuant to Section 7.4, including any employee-related liabilities (including severance liabilities), incurred in connection with the termination of any employees employed by the Departing General Partner or its Affiliates (other than any Group Member) for the benefit of the Partnership or the other Group Members. For purposes of this Section 11.3(a), the fair market value of the Combined Interest shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s withdrawal or removal, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts, and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such withdrawal or removal, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which third independent investment banking firm or other independent expert shall determine the fair market value of the Combined Interest. In making its determination, such third independent investment banking firm or other independent expert may consider the then current trading price of Units on any National Securities Exchange on which Units are then listed or admitted to trading, the value of the Partnership’s assets, the rights and obligations of the Departing General Partner, the value of the Incentive Distribution Rights and the General Partner Interest and other factors it may deem relevant.

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