Qualification and Taxation as a REIT Clause Samples
The "Qualification and Taxation as a REIT" clause defines the requirement for an entity, typically a real estate investment trust (REIT), to maintain its legal and tax status as a REIT under applicable tax laws. This clause often outlines the obligations of the entity to operate in a manner that preserves its REIT status, such as distributing a certain percentage of income to shareholders and limiting certain types of investments or income sources. Its core practical function is to ensure the entity continues to benefit from favorable tax treatment while providing assurance to investors and stakeholders that the REIT will comply with all necessary legal requirements.
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Qualification and Taxation as a REIT. The Company will use its best efforts to continue to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2016, and the Company will use its best efforts to continue to qualify for taxation as a REIT under the Code unless and until the Company’s board of trustees determines in good faith that it is no longer in the best interests of the Company and its shareholders to be so qualified.
Qualification and Taxation as a REIT. The Company will use its best efforts to continue to qualify for taxation as a REIT under the Code and will not take any action to revoke or otherwise terminate the Company’s REIT election, unless the Company’s board of directors determines in good faith that it is no longer in the best interests of the Company and its stockholders to be so qualified.
Qualification and Taxation as a REIT. ESH REIT will use its best efforts to continue to qualify for taxation as a REIT under the Code unless its board of directors determines that it is no longer in the best interests of ESH REIT and its stockholders to be so qualified.
Qualification and Taxation as a REIT. The Parent Guarantor will use its best efforts to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2023, and the Parent Guarantor will use its best efforts to continue to qualify for taxation as a REIT under the Code for all subsequent taxable years and will not take any action to revoke or otherwise terminate the Parent Guarantor’s REIT election, unless the Parent Guarantor’s board of directors determines in good faith that it is no longer in the best interests of the Parent Guarantor to be so qualified.
Qualification and Taxation as a REIT. The A-1 Series will use its best efforts to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2015, and the A-1 Series will use its best efforts to continue to qualify for taxation as a REIT under the Code unless and until the Company’s board of directors determines in good faith that it is no longer in the best interests of the A-1 Series and holders of Common Shares for the A-1 Series to be so qualified.
Qualification and Taxation as a REIT. The Company will make the election specified in Code Section 856(c)(1) to be taxed as a REIT, effective for its taxable year ended December 31, 2010, with its federal income tax return on IRS Form 1120-REIT for such year. The Company will use its best efforts to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2011, and the Company will use its best efforts to continue to qualify for taxation as a REIT under the Code unless and until the Company’s board of directors determines in good faith that it is no longer in the best interests of the Company and its stockholders to be so qualified.
Qualification and Taxation as a REIT. The Guarantor will use its best efforts to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2013, and the Guarantor will use its best efforts to continue to qualify for taxation as a REIT under the Code unless the Board of Directors of the Guarantor determines that it is no longer in the best interests of the Guarantor and its shareholders to be so qualified.
Qualification and Taxation as a REIT. The Trust will use its best efforts to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2008, and the Trust will use its best efforts to continue to qualify for taxation as a REIT under the Code unless the Trust's board of trustees determines that it is no longer in the best interests of the Trust to be so qualified.
Qualification and Taxation as a REIT. The Company will use its best efforts to continue to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2017, and the Company will use its best efforts to continue to qualify for taxation as a REIT under the Code for its subsequent taxable years unless the Company’s board of directors determines that it is no longer in the best interests of the Company and its stockholders to be so qualified.
(i) The Manager covenants with the Placement Agent as follows:
(a) The Manager will not take, directly or indirectly, any actions designed to or that would constitute or that might reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Securities.
(b) During the period when a prospectus is required (or but for the exception afforded by Rule 172 would be required) to be delivered under the Securities Act or the Exchange Act, it shall notify the Placement Agent and the Company of the occurrence of any material events regarding the Manager’s activities, affairs or condition, financial or otherwise, and the Manager will forthwith supply such information to the Company as shall be necessary in the opinion of counsel to the Company and the Placement Agent for the Company to prepare any necessary amendment or supplement to the Prospectus so that, as so amended or supplemented, the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made or then prevailing, not misleading.