Examples of CPA16 Merger Sub in a sentence
Recognizing that Xxxxxxxx Chance US LLP has acted as legal counsel to CPA16, Merger Sub and their Affiliates in connection with the transactions contemplated by this Agreement, and that Xxxxxxxx Chance US LLP has represented CPA14 in unrelated matters, XXX00, XXX00 and Merger Sub each hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxxxx Chance US LLP representing CPA16, Merger Sub and their Affiliates.
For purposes of such opinion, which shall be in a form customary for transactions of this nature, Clifford Chance US LLP may rely on customary assumptions and representations of CPA16 and CPA16 Merger Sub reasonably acceptable to W.
Carey and Merger Sub shall have received an opinion, dated as of the Closing Date, of Clifford Chance US LLP to the effect that, at all times since (i) with respect to CPA16, its taxable year ended December 31, 2009 through the Closing Date, and (ii) with respect to CPA16 Merger Sub, its taxable year ended December 31, 2011 through the Closing Date, CPA16 and CPA16 Merger Sub have been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code.
None of CPA16, Merger Sub, the Surviving Company, the Paying and Exchange Agent or any employee, officer, director, partner, agent or Affiliate of any of them, shall be liable to any person for any part of the Merger Consideration or for dividends or distributions with respect thereto delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.