Examples of Existing Entity in a sentence
By executing this agreement, the undersigned and CSA hereby consent and vote in favor of (i) the participation by the applicable Existing Entity and CSA in the Consolidation Transaction, as described herein or in the Confidential Offering Memorandum, and (ii) the Organizational Document Amendments, as described in the Confidential Offering Memorandum.
There are no outstanding orders, writs, injunctions or decrees of any Governmental Authority against or affecting such Contributing Member, Existing Entity or any Property, or all or any portion of the Contributing Member Interests, which in any such case would impair the Contributing Member’s ability to enter into and perform all of its obligations under this Agreement or have a Material Adverse Effect.
There are no outstanding rights to purchase, subscriptions, warrants, options or any other security convertible into or exchangeable for equity interests in any Existing Entity, any Existing Management Entity or any of their respective Subsidiaries.
Each applicable Existing Entity, Existing Management Entity or Subsidiary has in place the public liability, casualty and other insurance coverage with respect to each Real Property as the Principals reasonably deem necessary, including in all cases, such coverage as is required under the terms of any Continuing Loan or ground or operating lease.
Each Existing Entity, Management Entity and Subsidiary has conducted their respective businesses and maintained their properties in compliance with all applicable Laws, except for such failures that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
The requisite consent of the Participants in each Existing Entity and the equity holders in each Existing Management Entity to approve the Consolidation Transaction is as set forth in Schedule 1.12 (the “Requisite Consent”).
Section 1.3 of the Disclosure Letter sets forth as of the date hereof a true, correct and complete description of the capitalization of each Existing Entity and Existing Management Entity as provided in the books and records of each such Existing Entity and Existing Management Entity, including the override interests of Xxxxxx Xxxxxxxx.
The OP agrees and acknowledges that none of the Excluded Assets, nor any right, title or interest of the Existing Entities or the Contributing Members therein, shall be deemed to constitute a part of any Existing Entity’s assets and liabilities, and that such assets and liabilities will not be owned or retained by any Existing Entity at the Closing Date.
There is no action, suit or proceeding pending or, to the Principals’ Knowledge, threatened against any Existing Entity, Existing Management Entity or Subsidiary which, if adversely determined, would, individually or together with all such other actions, reasonably be expected to have a Material Adverse Effect.
The execution, delivery and performance by each Existing Entity and Existing Management Entity of each agreement or document contemplated by this Agreement to which it is a party has been duly and validly authorized by all necessary actions required of such Existing Entity and Existing Management Entity.