LITIGATION AND LIENS. To the best of the Company's knowledge, no litigation or proceeding is pending which would, if successful, have a Material adverse impact on the financial condition of the Company and the Consolidated Subsidiaries taken as a whole, which is not already reflected in the Company's Financial Reports delivered to the Lenders prior to the date of this Agreement. The Internal Revenue Service has not alleged any Material default by the Company in the payment of any tax or threatened to make any Material assessment in respect thereof which would have or reasonably could have a Material adverse impact on the financial condition of the Company and the Consolidated Subsidiaries, taken as a whole.
LITIGATION AND LIENS. Except as set forth in Exhibit 2.03, there are no actions, suits, proceedings, or investigations pending or, to the best of its knowledge, threatened or contemplated against the Company, at law or in equity, before any federal, state, municipal or other governmental department, commission, board, agency or instrumentality, domestic or foreign. The Company is not subject to any outstanding judgments or operating under or subject to or in default with respect to any order, writ, injunction or decree of any court or federal, state, municipal or other governmental department, commission, board, agency or instrumentality, domestic or foreign. Attached and marked Exhibit 2.03(b) is a list of all outstanding liens filed against the Company.
LITIGATION AND LIENS. To the best of Borrower's knowledge, no litigation or proceeding is pending which would, if successful, have a Material adverse impact on the financial condition of Borrower and the Consolidated Subsidiaries taken as a whole, which is not already reflected in Borrower's Financial Reports delivered to Bank prior to the date of this Agreement. The Internal Revenue Service has not alleged any Material default by Borrower in the payment of any tax or threatened to make any Material assessment in respect thereof which would have or reasonably could have a Material adverse impact on the financial condition of Borrower and the Consolidated Subsidiaries, taken as a whole.
LITIGATION AND LIENS. No litigation or proceeding is pending or threatened which might, if successful, adversely affect either Borrower to a substantial extent. The Internal Revenue Service has not alleged any default by a Borrower in the payment of any tax or threatened to make any assessment in respect thereof.
LITIGATION AND LIENS. Except as set forth in any ProCare filings with the Securities and Exchange Commission (the "Commission"), there are no actions, suits, proceedings, or investigations pending or, to the best of its knowledge, threatened or contemplated against either Company. The Company, at law or in equity, before any federal, state, municipal or other governmental department, commission, board, agency or instrumentality, domestic or foreign. Neither Company is The Company is not subject to any outstanding judgments or operating under or subject to or in default with respect to any order, writ, injunction or decree of any court or federal, state, municipal or other governmental department, commission, board, agency or instrumentality, domestic or foreign. Attached and marked Exhibit 2.03(b) is a list of all outstanding liens filed against the Company.
LITIGATION AND LIENS. To the actual knowledge of Borrower, there is not any condition, event or circumstance existing, or any litigation, arbitration, governmental or administrative proceeding, action, examination, claims or demand pending or threatened affecting Borrower, any Guarantor or the Project, or involving the validity or enforceability of the Loan Documents or involving any risk of a judgment or liability which, if satisfied, would result in a Material Adverse Occurrence. To the actual knowledge of Borrower, there is no Uniform Commercial Code financing statement on file that names Borrower or Guarantor as debtor and covers any of the Collateral and there is no judgment or tax lien outstanding against Borrower or Guarantor.
LITIGATION AND LIENS. The properties are subject to no liens other than those disclosed in the title insurance policies insuring the interests of the Agent, and other than those described in Schedule 4.11 hereof. There is no litigation pending other than litigation with respect to Hotels 6 and 24, arising in connection with liens affecting such properties. SCHEDULE 4.08 EXISTING SUBSIDIARIES Name of Subsidiary Jurisdiction of Formation ------------------ ------------------------- Winston Manager Corporation Virgxxxx Xxxxxxx XXX, LLC Virginia SCHEDULE 4.11 LIENS AND UNPAID CONSTRUCTION COSTS ON CONTESTED/NOT COMPLETED HOTELS To be provided upon request. EXHIBIT A-1 FORM OF BANK NOTE NOTE $__________ [SPECIFY AMOUNT] Raleigh, North Carolina as of January 15, 1999 For value received, the undersigned, WINSTON HOTELS, INC., a North Carolina corporation (the "Company"), and WINN XXXITED PARTNERSHIP, a North Carolina limited partnership (the "Partnership") (the Company and the Partnership shall hereinafter be referred to, jointly and severally, as the "Borrower"), jointly and severally promise to pay to the order of ____________________________ [SPECIFY NAME OF BANK], A ___________________ [SPECIFY WHETHER A STATE BANK OR NATIONAL BANKING ASSOCIATION] (the "Bank"), for the account of its Lending Office, the principal sum of _________________________________ DOLLARS ($__________ ) [SPECIFY AMOUNT], or such lesser amount as shall equal the unpaid principal amount of each Loan made by the Bank to the Borrower pursuant to the Credit Agreement referred to below, on the dates and in the amounts provided in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of this Note on the dates and at the rate or rates provided for in the Credit Agreement. Interest on any overdue principal and, to the extent permitted by law, overdue interest on the principal amount hereof shall bear interest at the Default Rate, as provided for in the Credit Agreement. All such payments of principal and interest shall be made in lawful money of the United States in Federal or other immediately available funds at the office of Wachovia Bank, N.A., 191 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx 00000, xx such other address as may be specified from time to time pursuant to the Credit Agreement. All Loans made by the Bank, the respective maturities thereof, the interest rates from time to time applicable thereto and all repayments of the principal thereof shall be recorded by the Bank ...
LITIGATION AND LIENS. Except as set forth in Exhibit 2.03, there are no actions, suits, proceedings, or investigations pending or, to the best of its knowledge, threatened or contemplated against the Company, at law or in equity, before any federal, state, municipal or other governmental department, commission, board, agency or instrumentality, domestic or foreign. The Company is not subject to any outstanding judgments or operating under or subject to or in default with respect to any order, writ, injunction or decree of any court or federal, state, municipal or other governmental department, commission, board,
LITIGATION AND LIENS. Other than as set forth on Schedule 5.18, there has been no Litigation since Merger Closing Date ommenced by or against Seller or the Company which claims or has a right to assert a Lien in the Company or its assets or otherwise encumbering or affecting the Company or its assets made the basis of the transactions set forth in this Agreement. To the Knowledge of the Seller: (a) no such Litigation has been threatened; and (b) no event has occurred or circumstance exists that could reasonably be expected to give rise to or serve as the basis for the commencement of any such Litigation.
