Archstone Entities definition
Examples of Archstone Entities in a sentence
Nothing in this Agreement shall give Buyer, directly or indirectly, the right to control or direct the operations of the Archstone Entities or the Joint Ventures prior to the Closing Date.
There has not been any capital call or similar call for contributions from such Seller with respect to any of the Primary Archstone Entities that has not been fully paid and satisfied by such Seller.
Each of Sellers acknowledges and agrees that, as of the date of this Agreement, (a) the Archstone Entities have suffered Losses in connection with the Acquisition Litigation, including legal fees and related expenses, and (b) Sellers shall be responsible for indemnifying and holding harmless the Buyer Indemnified Parties in accordance with Section 12.2.2 solely for Losses incurred from and after September 30, 2011.
In connection with the due diligence investigation of the Archstone Entities by Buyer, Buyer has received and may continue to receive from Sellers certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Archstone Entities and their business and operations.
At Closing, Buyer or Buyer Designee will acquire from such Seller full legal and beneficial ownership of and good and valid title to the Purchased Interests set forth opposite such Seller’s name on Schedule I attached hereto, free and clear of all Liens, other than restrictions on transfer by Buyer imposed under applicable securities Laws, the Voting Agreement, the Bridge Equity Providers Agreement and the Organizational Documents of the Primary Archstone Entities.
In calculating the amount of any Losses payable under this Article 12, there shall be deducted from any such Losses payable to the Indemnified Party an amount equal to any payment received from a third party (including an insurer) by such Indemnified Party in respect of any such Loss (or by an Archstone Entity, in respect of any Losses by the Archstone Entities for which the Indemnified Party is indemnified).
Except for the representations and warranties made by the Sellers in this Article 5, none of the Sellers makes any representation or warranty with respect to the Archstone Entities or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to Buyer or any of its Affiliates or Representatives of any documentation, forecasts or other information with respect to any one of more of the foregoing.
Other than the representations and warranties set forth herein, Buyer acknowledges that Sellers make no representation or warranty as to the prospects, financial or otherwise, of the Archstone Entities, and that any projections, estimates or forecasts of future results or events provided by or on behalf of Sellers are subject to uncertainty and to the assumptions used in their preparation.
Sellers acknowledge that Buyer or certain of its Affiliates is a publicly traded company that is required to disclose the existence of this Agreement upon full execution and to make certain disclosures in its filings with the SEC that may include audited, unaudited and proforma financial statements prepared in accordance with GAAP with respect to the Archstone Entities.
Except for the Voting Agreement, the Bridge Equity Providers Agreement, the Syndication Agreement and the Organizational Documents of the Primary Archstone Entities, there are no equityholder agreements, voting agreements, voting trusts or proxies with respect to the voting, or registration under the Securities Act of any Equity Interests and/or voting interests of any Subsidiary of a Primary Archstone Entity.