Preservation of REIT Status Sample Clauses

Preservation of REIT Status. In the event that the terms of this Agreement at any time shall, in the opinion of counsel for the Company, threaten to impair the status of the Company as a REIT in a manner adverse to the interests of the shareholders of the Company or be required pursuant to any state “blue sky” laws, the Company shall propose such amendment to substitute arrangements for this Agreement, with prospective or retroactive effect, as may in its opinion be appropriate or advisable to protect and preserve the status of the Company as a REIT. If the parties cannot agree upon the proposed amendments of this Agreement within thirty (30) days after such proposals are made, this Agreement shall be terminated as of such time as counsel for the Company shall recommend for the protection of the status of the Company as a REIT and for the protection of the rights of the Company and its shareholders.
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Preservation of REIT Status. The Limited Partners shall cooperate with the General Partner to accommodate any requested changes to this Agreement that are reasonably necessary or desirable for the Company to maintain its status as a REIT as long as such changes do not have a material adverse economic or tax impact on the Limited Partners or a material adverse impact on the rights of the Limited Partners under this Agreement.
Sample 1Sample 2
Preservation of REIT Status. The Partners acknowledge that (i) each of the Subsidiary REIT and the Parent REIT intends to qualify at all times as a REIT and (ii) the ability of the Subsidiary REIT and the Parent REIT to qualify as REITs will depend upon the nature of the Partnership’s operations. Accordingly, notwithstanding anything to the contrary contained herein, the General Partner shall cause the Partnership to be operated at all times in a manner that will enable the Subsidiary REIT and the Parent REIT to satisfy all of the REIT rules of the Code and avoid the imposition of any federal income or excise tax liability. The Partnership shall avoid taking any action that would result in the Subsidiary REIT or the Parent REIT ceasing to satisfy any of the REIT rules of the Code or would result in the imposition of any federal income or excise tax liability on the Subsidiary REIT or the Parent REIT. The Partners further acknowledge that the Subsidiary REIT and the Parent REIT shall be entitled to receive information regarding the Capital Account balances of the Partners, the Partnership’s items of income, gain, deduction and loss, and such other information regarding the operations of the Partnership and its Subsidiaries as is necessary to permit each of the Subsidiary REIT and the Parent REIT to properly report and allocate to its respective shareholders its allocable share of the Partnership’s items of income, gain, deduction and loss in compliance with its organizational documents and the REIT rules of the Code. The Partners acknowledge that the Subsidiary REIT and the Parent REIT are intended to be third party beneficiaries of this Section 10.
Sample 1
Preservation of REIT Status. Nothing contained in this Section 8 shall limit the authority of the Board of Directors to take such other action as they deem necessary or advisable to protect the corporation and the interests of the stockholders by preservation of the corporation’s status as a REIT under the Code.
Sample 1
Preservation of REIT Status. No party hereto shall take any action or omit to take any action reasonably within its power to take that (i) would cause A1 to be disqualified as a REIT, (ii) would cause C1 to be disqualified as a REIT or (iii) would result in a loss of the status of C1 and C2 (prior to the Merger) or the Surviving Corporation and C2 (from and after the Merger) as grandfathered from the application of Section 269B(a)(3) of the Code pursuant to Section 136(c)(3) of the Deficit Reduction Act of 1984.
Sample 1
Preservation of REIT Status. In the event that the terms of this Agreement at any time shall, in the opinion of counsel for the Company, threaten to impair the status of the Company as a REIT in a manner materially adverse to the interests of the members of the Company, the Company shall propose such amendment to or substitute arrangements for this Agreement, with prospective or retroactive effect, as may in its opinion be necessary to protect and preserve the status of the Company as a REIT provided the substantive business terms hereof are not altered.
Sample 1
Preservation of REIT Status. At all times from and after the date of this Agreement, (a) Enterprises shall take all actions necessary for Enterprises to maintain its status as a REIT for federal and state income tax purposes and (b) Enterprises shall not take any action or fail to take any action if such action or failure to act could cause Enterprises to fail to qualify as a REIT for federal or state income tax purposes.
Sample 1
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Preservation of REIT Status. (i) If, based upon the advice of legal counsel, the Board reasonably determines that the conversion of shares of Series A Preferred Stock owned by any holder (based on the Beneficial Ownership and Constructive Ownership of Common Stock of such holder, assuming conversion of all Series A Preferred Stock by such holder) would create a substantial risk that the Company would no longer qualify as a REIT under Section 856(a)(6) of the Code (an “Adverse REIT Status Determination”), then only such number of shares of Series A Preferred Stock owned by such holder shall be converted into shares of Common Stock such that there is no substantial risk that the Company would no longer qualify as a REIT under Section 856(a)(6) of the Code. At least three (3) Business Days prior to the Board making any Adverse REIT Status Determination, the Company shall give written notice to each such holder of Series A Preferred Stock, notifying such holder that the full conversion of Series A Preferred Stock by such holder may be subject to an Adverse REIT Status Determination, and shall thereafter consult in good faith with each such holder as to such determination, including as to the actual Beneficial Ownership and Constructive Ownership of such holder, before the Board makes any Adverse REIT Status Determination.
Sample 1

Related to Preservation of REIT Status

  • 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.

  • 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.

  • Preservation of Records The Assuming Bank agrees that it will preserve and maintain for the joint benefit of the Receiver, the Corporation and the Assuming Bank, all Records of which it has custody for such period as either the Receiver or the Corporation in its discretion may require, until directed otherwise, in writing, by the Receiver or Corporation. The Assuming Bank shall have the primary responsibility to respond to subpoenas, discovery requests, and other similar official inquiries with respect to the Records of which it has custody.

  • Preservation of Existence, Etc (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

  • Preservation of Company Existence The Servicer will preserve and maintain its company existence, rights, franchises and privileges in the jurisdiction of its formation, and qualify and remain qualified in good standing as a limited liability company in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Preservation of Existence The Collateral Custodian will preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation and qualify and remain qualified in good standing in each jurisdiction where failure to preserve and maintain such existence, rights, franchises, privileges and qualification could reasonably be expected to have a Material Adverse Effect.

  • 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:

  • Preservation of Remedies No delay or omission to exercise any right, power or remedy accruing to either party upon breach or violation by either party under this Agreement shall impair any such right, power or remedy of either party; nor shall such delay or omission be construed as a waiver of any such breach or default or any similar breach or default.

  • Preservation of Existence and Similar Matters Except as otherwise permitted under Section 9.4., the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, preserve and maintain its respective existence, rights, franchises, licenses and privileges in the jurisdiction of its incorporation or formation and qualify and remain qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification and authorization and where the failure to be so authorized and qualified could reasonably be expected to have a Material Adverse Effect.

  • Preservation of Rights No delay or omission of the Lenders or the Administrative Agent to exercise any right under the Loan Documents shall impair such right or be construed to be a waiver of any Default or an acquiescence therein, and the making of a Loan notwithstanding the existence of a Default or the inability of the Borrower to satisfy the conditions precedent to such Loan shall not constitute any waiver or acquiescence. Any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed by the Lenders required pursuant to Section 8.2, and then only to the extent in such writing specifically set forth. All remedies contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Administrative Agent and the Lenders until the Obligations have been paid in full.

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