Common use of REIT Opinion Clause in Contracts

REIT Opinion. The Company shall have received a written opinion of Parent Tax Counsel, or other nationally recognized tax counsel to Parent, dated as of the Closing Date and substantially in the form set forth in Section 7.3(e) of the Parent Disclosure Schedule, to the effect that, commencing with Parent’s taxable year that ended on December 31, 2016, Parent has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its current organization and its current and proposed method of operation will enable Parent to continue to meet the requirements for qualification and taxation as a REIT under the Code, which opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by Parent.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Monmouth Real Estate Investment Corp), Agreement and Plan of Merger (Equity Commonwealth), Amended and Restated Agreement and Plan of Merger (Equity Commonwealth)

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REIT Opinion. The Company Parent shall have received a written opinion of Parent Tax Counsel, or other nationally recognized tax counsel reasonably acceptable to Parentthe Company (“Parent REIT Counsel”) on which the Company shall be entitled to rely, dated as of the Closing Date and substantially in form and substance reasonably satisfactory to the form set forth in Section 7.3(e) of the Parent Disclosure ScheduleCompany, to the effect that, commencing with Parent’s taxable year that ended on December 31, 20161999, Parent has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code Code, and its current organization and its current and proposed method of operation will enable Parent to continue to meet the requirements for qualification and taxation as a REIT under the Code, which opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by ParentParent and provided pursuant to Section 6.2(a).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ventas Inc), Agreement and Plan of Merger (American Realty Capital Healthcare Trust Inc)

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