HI-REIT Merger definition

HI-REIT Merger means the merger of HI-REIT with and into HXXXXXX XX, and the merger of Hxxxxxx Income REIT Operating Partnership, L.P. with Hxxxxxx XX Limited Partnership pursuant to the terms and conditions of the HI-REIT Merger Agreement to be entered into contemporaneously herewith.

Examples of HI-REIT Merger in a sentence

• The HI-REIT Merger will be consummated in accordance with the HI-REIT Merger Agreement (including satisfaction of all pre-closing covenants and conditions to the obligations of the parties, without amendment, waiver, or breach thereof) and as described in the Registration Statement.

• This opinion letter has been prepared for you solely in connection with the filing of the Registration Statement relating to the HI-REIT Merger and may not be relied upon by any other person without our prior written consent.

• The HI-REIT Merger Agreement is valid and binding in accordance with its terms.

• The HI-REIT Merger will qualify as a merger under the applicable laws of Maryland.

• There will have been, by the Effective Time, or at such other time as contemplated in the HI-REIT Merger Agreement, due execution and delivery of all documents, where due execution and delivery are prerequisites to the effectiveness thereof.

• Our opinion does not address any other U.S. federal, state, local, or non-U.S. tax consequences that will or may result from the HI-REIT Merger or any other transaction (including any transaction undertaken in connection with the HI-REIT Merger or contemplated by the HI-REIT Merger Agreement).

• This opinion letter is being delivered prior to the consummation of the HI-REIT Merger and therefore is prospective and dependent on future events.

• Under the HI-REIT Merger Agreement, it is a condition to the closing of the HI-REIT Merger that another opinion of counsel be delivered at the time of the Closing regarding the matters described in clause (i) of our opinion above.

• Based on the foregoing, we are of the opinion that, for all taxable periods commencing with its taxable year ended December 31, 2008 and ending with its taxable year that ends with the HI-REIT Merger, HI-REIT has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code.

• Please revise your disclosure in this section to clarify that the Hartman XIX Merger and the HI-REIT Merger are cross-conditioned, per your disclosure in the fourth bullet point under "Conditions to Completion of the Mergers Mutual Closing Conditions" on page 221.