Existence; Qualification; Partners; Subsidiaries Sample Clauses

Existence; Qualification; Partners; Subsidiaries. (a) The Borrower is a limited partnership duly organized, validly existing, and in good standing under the laws of Delaware and in good standing and qualified to do business in each jurisdiction where its ownership or lease of property or conduct of its business requires such qualification, except where the failure to so qualify would not cause a Material Adverse Change.
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Existence; Qualification; Partners; Subsidiaries. 30 Section 4.02 Partnership and Corporate Power 31 Section 4.03 Authorization and Approvals 31 Section 4.04 Enforceable Obligations 31 Section 4.05 Parent REIT Status 32 Section 4.06 Financial Statements 32 Section 4.07 True and Complete Disclosure 32 Section 4.08 Litigation 32 Section 4.09 Use of Proceeds 32 Section 4.10 Investment Company Act 33 Section 4.11 Taxes 33 Section 4.12 Pension Plans 33 Section 4.13 Condition of Property; Casualties; Condemnation 34 Section 4.14 Insurance 34 Section 4.15 No Burdensome Restrictions; No Defaults 34 Section 4.16 Environmental Condition 34 Section 4.17 Legal Requirements, Zoning, Utilities, Access 35 Section 4.18 Existing Indebtedness 36 Section 4.19 Title; Encumbrances 36 Section 4.20 Leasing Arrangements 36 Section 4.21 Unencumbered Properties 36 Section 4.22 OFAC 36 ARTICLE V AFFIRMATIVE COVENANTS 37
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Existence; Qualification; Partners; Subsidiaries. 66 Section 4.02 Partnership and Corporate Power.................................. 68 Section 4.03 Authorization and Approvals...................................... 68 Section 4.04 Enforceable Obligations.......................................... 68 Section 4.05
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Existence; Qualification; Partners; Subsidiaries. 71 Section 4.02 Partnership and Corporate Power.............................73 Section 4.03 Authorization and Approvals.................................74 Section 4.04 Enforceable Obligations.....................................74 Section 4.05 Parent Common Stock.........................................74 Section 4.06 Financial Statements........................................75 Section 4.07 True and Complete Disclosure................................75 Section 4.08 Litigation..................................................75 Section 4.09 Use of Proceeds.............................................76 Section 4.10 Investment Company Act......................................76 Section 4.11 Taxes.......................................................76 Section 4.12
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Existence; Qualification; Partners; Subsidiaries. .......68 Section 4.02 Partnership and Corporate Power.........................69 TABLE OF CONTENTS (continued) PAGE
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Existence; Qualification; Partners; Subsidiaries. ...........54 ------------------------------------------------ Section 4.02 Partnership and Corporate Power..............................56 ------------------------------- Section 4.03 Authorization and Approvals..................................56 --------------------------- Section 4.04 Enforceable Obligations......................................57 ----------------------- Section 4.05 Parent Common Stock..........................................57 ------------------- Section 4.06 Financial Statements.........................................57 -------------------- Section 4.07 True and Complete Disclosure.................................58 ---------------------------- Section 4.08 Litigation...................................................58 ---------- Section 4.09 Use of Proceeds..............................................58 --------------- Section 4.10 Investment Company Act.......................................59 ---------------------- Section 4.11 Taxes........................................................59 ----- Section 4.12 Pension Plans................................................60 ------------- Section 4.13 Condition of Hotel Property; Casualties; Condemnation........60 ----------------------------------------------------- Section 4.14 Insurance....................................................60 --------- Section 4.15 No Burdensome Restrictions; No Defaults......................60 --------------------------------------- Section 4.16
Sample 1
Existence; Qualification; Partners; Subsidiaries. (a) The Borrower is a limited partnership duly organized, validly existing, and in good standing under the laws of Delaware and in good standing and qualified to do business in each jurisdiction where its ownership or lease of property or conduct of its business requires such qualification, except where the failure to so qualify would not cause a Material Adverse Change to the Borrower. The Borrower is the survivor by merger of AGH OP and the CapStar Hotel LLCs. The CapStar Hotel LLCs were newly-formed Delaware limited liability companies which were the successors of CapStar Management Company, L.P. and CapStar Management Company II, L.P., respectively, as more particularly described in the Registration Statements.
Sample 1
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Existence; Qualification; Partners; Subsidiaries. 33 Section 4.02 Partnership and Corporate Power 34 Section 4.03 Authorization and Approvals 35 Section 4.04 Enforceable Obligations 35 Section 4.05 Parent REIT Status 35 Section 4.06 Financial Statements 35 Section 4.07 True and Complete Disclosure 35 Section 4.08 Litigation 36 Section 4.09 Use of Proceeds 36 Section 4.10 Investment Company Act 36 Section 4.11 Taxes 36 Section 4.12 Pension Plans 37 Section 4.13 Condition of Property; Casualties; Condemnation 37 Section 4.14 Insurance 37 Section 4.15 No Burdensome Restrictions; No Defaults 37 Section 4.16 Environmental Condition 38 Section 4.17 Legal Requirements, Zoning, Utilities, Access 38 Section 4.18 Existing Indebtedness 39 Section 4.19 Title; Encumbrances 39 Section 4.20 Leasing Arrangements 39 Section 4.21 Unencumbered Properties 40 Section 4.22 OFAC 40 Section 4.23 Perfection of Collateral 40 ARTICLE V AFFIRMATIVE COVENANTS 41 Section 5.01 Compliance with Laws, Etc 41 Section 5.02 Preservation of Existence, Etc 41 Section 5.03 Payment of Taxes, Etc 41 Section 5.04 Visitation Rights; Lender Meeting 42 Section 5.05 Reporting Requirements 42 Section 5.06 Maintenance of Property 45 Section 5.07 Insurance 45 Section 5.08 Use of Proceeds 45 Section 5.09 New Guarantors 45 Section 5.10 Springing Security 46 Section 5.11 Post Closing Requirements 46 Section 5.12 Controlled Account 46 ARTICLE VI NEGATIVE COVENANTS 47 Section 6.01 Liens, Etc 47 Section 6.02 Indebtedness 48 Section 6.03 [Reserved]. 48 Section 6.04 Restricted Payments 48 Section 6.05 Fundamental Changes; Asset Dispositions 49 Section 6.06 Subsidiary Ownership 50 Section 6.07 Investments, Loans 50 Section 6.08 Parent and Affiliate Transactions 51 Section 6.09 Fiscal Year 51 Section 6.10 [Reserved] 51 Section 6.11 Restriction on Negative Pledges 51 Section 6.12 Material Documents 51 Section 6.13 OFAC 52 Section 6.14 Loan Party Assets 52 ARTICLE VII FINANCIAL METRICS 52 Section 7.01 Net Worth 52 Section 7.02 Liabilities 52 Section 7.03 Fixed Charges. 52 ARTICLE VIII EVENTS OF DEFAULT; REMEDIES 53 Section 8.01 Events of Default 53 Section 8.02 Optional Acceleration of Maturity 55 Section 8.03 Automatic Acceleration of Maturity 56 Section 8.04 Make Whole Trigger Event 56 Section 8.05 Non exclusivity of Remedies 57 Section 8.06 Right of Set off 57 ARTICLE IX [RESERVED] 57 ARTICLE X AGENCY PROVISIONS 57 Section 10.01 Authorization and Action 57 Section 10.02 Administrative Agent’s Reliance, Etc 58 Section 10.03 Administrative Agent and Its Affiliates ...
Sample 1
Existence; Qualification; Partners; Subsidiaries. (a) The Borrower is a limited partnership duly organized, validly existing, and in good standing under the laws of Delaware and in good standing and qualified to do business in each jurisdiction where its ownership or lease of property or conduct of its business requires such qualification, except where the failure to so qualify to do business would not reasonably be expected to cause a Material Adverse Change. (b) The Parent is a REIT duly organized, validly existing, and in good standing under the laws of Maryland and in good standing and qualified to do business in each jurisdiction where its ownership or lease of property or conduct of its business requires such qualification, except where the failure to so qualify to do business would not reasonably be expected to cause a Material Adverse Change with respect to the Parent. (c) The Parent is the Borrower’s sole general partner with full power and authority to bind the Borrower to the Credit Documents. (d) As of the Closing Date, the Parent owns (i) a general partner interest in the Borrower representing 63.8% of the outstanding common interests in the Borrower, (ii) a limited partnership interest in the Borrower representing 36.2% of the outstanding common interests in the Borrower and (iii) 100% of the outstanding preferred interests in the Borrower. (e) Each Subsidiary and each Joint Venture of the Borrower is a limited partnership, general partnership, limited liability company or corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and in good standing and qualified to do business in each jurisdiction where its ownership or lease of property or conduct of its business requires such qualification, except where the failure to so qualify would not reasonably be expected to have a material adverse effect on such Subsidiary. The Borrower has no Subsidiaries on the date of this Agreement other than the Subsidiaries listed on the attached Schedule 4.01(a) to the Disclosure Letter, and Schedule 4.01(a) to the Disclosure Letter lists the jurisdiction of formation and the address of the principal office of each such Subsidiary existing on the date of this Agreement and whether such Subsidiary is a Subsidiary Guarantor as of the Closing Date. As of the Closing Date, the Borrower owns, directly or indirectly, 100% of the interests in each Subsidiary except as set forth on Schedule 4.01(a) to the Disclosure Letter. The Borrower has no Joint Ventures ...
Sample 1

Related to Existence; Qualification; Partners; Subsidiaries

  • Existence, Qualification, Etc Except as otherwise expressly permitted under Section 8.7, do or cause to be done all things necessary to preserve and keep in full force and effect its existence and all material rights and franchises, and maintain its license or qualification to do business as a foreign corporation and good standing in each jurisdiction in which its ownership or lease of property or the nature of its business makes such license or qualification necessary;

  • Existence; Qualification The Borrowers will at all times preserve and keep in full force and effect their existence as a limited partnership, limited liability company, or corporation, as the case may be, and all rights and franchises material to its business, including their qualification to do business in each state where it is required by law to so qualify. Without limitation of the foregoing, each Borrower and, to the extent required by applicable law, General Partner and Member, shall at all times be qualified to do business in each of the states where the Properties are located.

  • Qualification, Organization, Subsidiaries, etc (a) The Company is a legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Except as would not be material to the Company and the Company Subsidiaries, taken as a whole, each Company Subsidiary is a legal entity duly organized and validly existing under the Laws of its respective jurisdiction of organization. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of the Company and the Company Subsidiaries is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or, where relevant, in good standing, (1) has not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (2) has not had and would not, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company to consummate the Transactions, including the Offer and the Merger, prior to the Outside Date. The Company has filed with the SEC, prior to the date hereof, a complete and accurate copy of the Company Governing Documents as amended to the date hereof. The Company Governing Documents are in full force and effect and the Company is not in violation of the Company Governing Documents. The Company has made available to Parent prior to the date hereof complete and accurate copies of the certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each of the Company’s “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X of the SEC, each as currently in effect.

  • Existence, Qualification and Power Each Loan Party and each Subsidiary thereof (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

  • Organization and Qualification; Subsidiaries The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Company (each, a “Company Subsidiary”) has been duly organized and is validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be, except to the extent the failure of any such Company Subsidiary to be in good standing would not, individually or in the aggregate, be material to the business of the Company and the Company Subsidiaries taken as a whole. Section 4.1 of the Company Disclosure Schedule contains a complete list of all of the Company Subsidiaries as of the date of this Agreement, identifying the jurisdiction of incorporation or organization of each such Company Subsidiary and the percentage of the outstanding Equity Interests of each such Company Subsidiary owned by the Company, each other Company Subsidiary and any other Person, as well as, if applicable, the identity of such other Person. The Company and each Company Subsidiary has the requisite corporate or similar power and authority and all necessary approvals from Governmental Entities to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, in all material respects. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification, licensing or good standing necessary or desirable, except for such failures to be so qualified, licensed or in good standing that would not have a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies of the Company Certificate and Company Bylaws and the certificate of incorporation and bylaws or similar organizational or governing documents of each Company Subsidiary and all amendments thereto and all such documents are in full force and effect. The Company has also made available to Parent complete and correct copies of the minute books of the Company and BHL, since July 1, 2008, which contain approved minutes of all meetings of their respective boards of directors, committees thereof and stockholders and all actions by written consent taken without a meeting by their respective boards of directors, committees thereof and stockholders and accurately reflect in all material respects all actions by their respective boards of directors, committees thereof and stockholders with respect to all transactions referred to in such minutes, subject to certain agreed redactions. Neither the Company nor any Company Subsidiary is in violation of its organizational or governing documents.

  • Organization, Good Standing and Due Qualification The Borrower is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware and has the power and all licenses necessary to own its assets and to transact the business in which it is engaged and is duly qualified and in good standing under the laws of each jurisdiction where the transaction of such business or its ownership of the Loan Assets and the Collateral Portfolio requires such qualification.

  • Organization; Qualification The Company is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Company.

  • Organization, Qualifications and Corporate Power Seller is a corporation duly incorporated and organized, validly existing, and in good standing under the laws of the State of Georgia. Seller has the corporate power and authority to execute, deliver, and perform this Agreement, the Xxxx of Sale and Assignment Agreement, the Deeds, and all other agreements, documents, certificates, and other papers contemplated to be delivered by Seller pursuant to this Agreement.

  • Organization; Good Standing; Qualification and Power The Contributed Subsidiaries are all of the subsidiaries of the Contributed Companies or any of their direct or indirect subsidiaries. Each of the Contributed Companies, and the Contributed Subsidiaries and each of the Contributing Companies is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, has all requisite corporate power and authority to own, lease and operate any and all of the Group Assets held by such company and for the Conduct of the Group Business as now being conducted by such company, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not have a Material Adverse Effect on the Group Business. SCO has delivered to Caldera or its counsel complete and correct copies of the charter documents of the Contributed Companies and the Contributed Subsidiaries. Except for the Contributed Subsidiaries, none of the Contributed Companies nor any of the Contributed Subsidiaries owns, directly or indirectly, any capital stock or other equity interest of any corporation or has any direct or indirect equity or ownership interest in any other business, whether organized as a corporation, partnership, joint venture or otherwise.

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