Examples of Existing Venture in a sentence
No later than one hundred twenty (120) days after the Closing Date, the Company shall cause to be prepared and delivered to Seller an unaudited balance sheet with respect to the Property and the Existing Venture as of the Proration Date (the "PRORATION DATE BALANCE SHEET" and, together with the Preliminary Proration Date Balance Sheet, the "CLOSING BALANCE SHEETS"), showing Closing Net Equity.
The parties acknowledge that the transactions contemplated hereunder may require the consent of SSLII (in addition to the MetLife Consent) in accordance with the terms of the Existing Venture Agreement, and the execution and delivery by SSLII of this Agreement shall evidence any such required consent from SSLII.
Except as may be contemplated in the Ancillary Agreements, any change of control of Existing Venture shall be deemed to constitute an assignment for the purposes of this Section.
Prior to the Closing Seller shall pay, distribute, release or otherwise eliminate any and all intercompany debt or accounts between the Existing Venture and Seller or any Affiliate of Seller.
For the purposes of this Agreement, "knowledge" (including "actual knowledge" and other similar terms) with respect to Seller and the Existing Venture shall mean matters as to which any of the following individuals have actual knowledge without any duty or responsibility to make any inquiry, review or investigation: (a) John Xxxxxxxxx, (x) Robexx X.