BREF definition
Examples of BREF in a sentence
Trade Street Fund and BREF shall have received all Required Consents from the Lenders and BREF Lenders, respectively, and Member’s Consents, and Acquirer shall have obtained any other consents of third parties deemed necessary or advisable by Trade Street Fund and BREF.
The BREF Properties are subject to the loans described on Schedule 1.6 of the BREF Disclosure Schedule attached hereto and made a part hereof (each, an “Existing BREF Loan” and collectively, the “Existing BREF Loans”).
BREF acknowledges that Acquirer has no obligation to register or qualify the Issued Shares for resale except as set forth in the Registration Rights Agreement, attached hereto as Exhibit I.
For good and valuable consideration received by Assignor, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby sell, assign, transfer, convey and deliver the BREF Contributed Assets to Assignee by conveying the equity interests described on Exhibit A hereof (the “Contributed Equity Interests”), free and clear of all Liens, encumbrances, security interests, prior assignments, and claims, except as set forth on Schedule 1.6 of the BREF Disclosure Schedule.
Certified copy of resolutions of the Acquirer Board authorizing the acceptance of the Contributed Apartment Assets, the BREF Contributed Assets and the Contributed Operating Businesses by the New Operating Partnership.
Acquirer and the New Operating Partnership shall, based on the advice of Acquirer’s counsel and the representations made by Trade Street Fund, BREF and the COB Owners, as applicable, in Section 3.2(f) hereof, be reasonably satisfied that the issuance of Issued Shares to Trade Street Fund and BREF and the New OP Units to the COB Owners may be made without registration under the Securities Act in reliance on Regulation D under the Securities Act.
BREF and each BREF Company is duly qualified and authorized to conduct and carry on its business as it is now being conducted in the state in which its particular BREF Contributed Assets are located.
The Assignment and Assumption Agreement for BREF Contributed Assets substantially in the form of Exhibit F attached hereto (the “BREF Contributed Assets Assignment”) executed by BREF or its subsidiary with respect to each of the BREF Contributed Assets.
Each of Trade Street Fund, BREF and COB Owners, as applicable, shall have performed and complied in all material respects with all agreements and covenants that they are required to perform or comply with pursuant to this Agreement prior to the Closing, including delivery of each of the Trade Street Fund, BREF and the COB Owners, as applicable, closing deliverables set forth in Section 2.3(a) hereof.
BREF has delivered to Acquirer preliminary, consolidated, unaudited financial statements for the periods ended December 31, 2011 and 2010, including the consolidated balance sheets and consolidated statements of operations as of and for the years then ended (the “BREF Unaudited Financial Statements”).