Parent Properties Clause Samples
The Parent Properties clause defines the rights, responsibilities, or interests that a parent entity holds in relation to certain assets, subsidiaries, or contractual arrangements. Typically, this clause outlines the extent of ownership, control, or obligations the parent company has over its subsidiaries or affiliated entities, and may specify how these properties are managed or transferred. Its core practical function is to clarify the legal and operational boundaries between a parent company and its related entities, thereby reducing ambiguity and potential disputes regarding property rights or management authority.
Parent Properties. Parent and the Parent Subsidiaries have valid rights (excluding Intellectual Property Rights, which are addressed exclusively in Section 3.13) to use the tangible assets used by it or them in the delivery of services by Parent and the Parent Subsidiaries to their customers. The property and equipment owned or otherwise contracted for by Parent and Parent Subsidiaries used by Parent and the Parent Subsidiaries for services that are currently sold and provided by Parent or Parent Subsidiaries to customers are adequate and suitable for the purposes for which they are presently being used, except for instances that would not have a Material Adverse Effect on Parent.
Parent Properties. Neither Parent nor any of its subsidiaries owns any real property. Parent and each of its subsidiaries have good and defensible title to, or in the case of leased properties and assets, valid leasehold interests in, all of their properties and assets necessary for the conduct of their respective businesses as currently conducted, free and clear of all Liens, except Liens for taxes not yet due and payable and such Liens or other imperfections of title, if any, as do not materially detract from the value of or materially interfere with the present use of the property affected thereby; and all leases pursuant to which Parent or any of its subsidiaries lease from others material real or personal property are in good standing, valid and effective in accordance with their respective terms, and there is not, under any such leases, any existing material default or event of default of Parent or any of its subsidiaries or, to Parent’s Knowledge, any other party (or any event which with notice or lapse of time, or both, would constitute a material default and in respect of which Parent or its subsidiary has not taken steps to prevent such default from occurring). All the plants, structures, facilities, properties, leased premises and equipment of Parent and its subsidiaries, except such as may be under construction as set forth in Section 3.15 of the Parent Disclosure Letter, are in good operating condition and repair, in all material respects.
Parent Properties. Neither Parent nor Purchaser owns any real property or holds any material tangible assets. The Parent leases its offices on a month to month basis pursuant to an oral lease agreement.
Parent Properties. Section 4.21(a) Parent Proprietary Rights................................... Section 4.16(a) Parent Shareholder Meeting.................................. Section 3.5(b)
Parent Properties. (i) Except as disclosed in title insurance policies and reports (and the documents or surveys referenced in such policies and reports) with respect to each hotel and other parcels of real property currently owned or ground leased by Parent or any Subsidiary of Parent reflected as an asset on the most recent balance sheet of Parent included in the Parent SEC Documents (the “Parent Properties”): (A) Parent or a Subsidiary of Parent owns fee simple title to each of the Parent Properties, free and clear of Encumbrances, except for Encumbrances securing obligations disclosed in the consolidated balance sheets included in the Parent SEC Documents, mechanics and materialmen’s liens for amounts incurred in the ordinary course of business and which are not yet due and payable or are being contested in good faith, Encumbrances for Taxes not yet due and payable or which are being contested in good faith and for which Parent has made adequate provision in accordance with GAAP, and easements, rights of way, restrictive covenants and other non-monetary Encumbrances which could not, individually or in the aggregate, have a Parent Material Adverse Effect; (B) except as has not had and would not, individually or in the aggregate, have a Parent Material Adverse Effect, neither Parent nor any Subsidiary of Parent has received written notice of any violation of any Law affecting any portion of any of the Parent Properties issued by any Governmental Entity; and (C) except as would not, individually or in the aggregate, have a Parent Material Adverse Effect, neither Parent nor any Subsidiary of Parent has received notice to the effect that there are (1) condemnation or rezoning proceedings that are pending or threatened with respect to any of the Parent Properties or (2) zoning, building or similar Laws, codes, ordinances, orders or regulations that are or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any of the Parent Properties or by the continued maintenance, operation or use of the parking areas.
(ii) Each franchise, license or other similar agreement providing the right to utilize a brand name or other rights of a hotel chain or system at any of the Parent Properties of Parent or any Subsidiary of Parent is valid, binding and in full force and effect as against Parent or the applicable Subsidiary of Parent and, to Parent’s Knowledge, as against the other party thereto. Neither Parent nor any Subsidiary of Parent o...
Parent Properties. 43 3.16 Insurance..................................................................................... 43 3.17 Statements; Joint Proxy Statement/Prospectus.................................................. 43 3.18
Parent Properties. (a) Each material real property owned by Parent or any of its Subsidiaries is referred to herein as a “Parent Owned Real Property.” Each material real property leased by Parent or any of its Subsidiaries is referred to herein as a “Parent Leased Real Property.”
(b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent or one of its Subsidiaries has good and valid title to each Parent Owned Real Property, free and clear of all Liens other than Permitted Liens, (ii) Parent or one of its Subsidiaries has a valid leasehold interest in each Parent Leased Real Property, in each case as to such leasehold interest, free and clear of all Liens other than Permitted Liens and (iii) Parent and each of its Subsidiaries is in compliance in all material respects with the terms of all leases of Parent Leased Real Property to which it is a party and under which it is in occupancy, and each such lease is a legal, valid and binding agreement of (A) Parent or its Subsidiary, as the case may be, and (B) to Parent’s knowledge, each other party thereto, enforceable against Parent or such Subsidiary, as the case may be, and, to Parent’s knowledge, against the other party or parties thereto, in each case, in accordance with its terms, subject to the Remedies Exception.
Parent Properties. (i) Schedule 3.2(n)(i) (Part I) of the Parent Disclosure Letter lists each parcel of real property currently owned or leased (as lessee, lessor, sublessee or sublessor), including ground leased, by the Parent or any Subsidiary of the Parent as of the date hereof, and sets forth the Parent or applicable Subsidiary of the Parent owning such property (the “Parent Properties”). Except as disclosed in title insurance policies and reports (and the documents or surveys referenced in such policies and reports), copies of which policies and reports were made available for review to the Parent: (A) the Parent or a Subsidiary of the Parent owns fee simple title or leasehold title (as applicable) to the Parent Properties, free and clear of Encumbrances, other than Permitted Liens; (B) except as has not had and would not, individually or in the aggregate, have a Parent Material Adverse Effect, neither the Parent nor any Subsidiary of the Parent has received written notice of any violation of any Law affecting any portion of any of the Parent Properties issued by any Governmental Entity; and (C) except as would not, individually or in the aggregate, have a Parent Material Adverse Effect, neither the Parent nor any Subsidiary of the Parent has received notice to the effect that there are (1) condemnation or rezoning proceedings that are pending or threatened with respect to any of the Parent Properties or (2) zoning, building or similar Laws, codes, ordinances, orders or regulations that are or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any of the Parent Properties or by the continued maintenance, operation or use of the parking areas. Schedule 3.2(n)(i) (Part II) of the Parent Disclosure Letter sets forth a list of the address of each facility and real property which, as of the date of this Agreement, is under a binding Contract by the Parent or a Subsidiary of the Parent for purchase or which is required under a binding Contract to be leased or subleased by the Parent or a Subsidiary of the Parent after the date of this Agreement.
(ii) Schedule 3.2(n)(ii) of the Parent Disclosure Letter lists each management agreement in effect as of the date hereof pursuant to which any third party manages or operates any of the Parent Properties on behalf of the Parent or any Subsidiary of the Parent pursuant to an agreement between such Person, on the one hand, and the Parent or any Subsidiary of the Parent, on the other...