HCPI definition

HCPI means Health Care Property Investors, Inc., a Maryland corporation.

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HCPI or the "Company") as of the Execution Date (as hereinafter defined). The parties to this Agreement are collectively referred to as the "Parties" and singularly as a "Party."

HCPI has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby subject to the adoption and approval of this Agreement by the requisite vote of the holders of HCPI Common Stock. The execution and delivery of this Agreement by HCPI and the performance by HCPI of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by the HCPI Board and all other necessary corporate action on the part of HCPI, other than the adoption and approval of this Agreement by the requisite vote of the holders of HCPI Common Stock, and no other corporate proceedings on the part of HCPI are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by HCPI and constitutes a legal, valid and binding obligation of HCPI, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law).

Examples of HCPI in a sentence

• Any amounts paid to the Lender or its designee as contemplated by the terms of the foregoing shall be treated as amounts paid or distributed to Pledgor for all purposes of the LLC Agreement, or other agreement pursuant to which the payment or distribution is made or is required to be made and shall be deemed to satisfy the obligations of the Down REIT Sub or HCPI to make such payment thereunder.

• Each Pledgor hereby agrees that neither the Down REIT Sub nor HCPI shall be deemed to be in breach of its obligations under, or in violation of the provisions of, any such agreement by virtue of having made such payments in the foregoing manner.

• Pledgor hereby irrevocably appoints Lender as its attorney-in-fact to exercise such Exchange Rights, and irrevocably instructs the Down REIT Sub and HCPI to honor any such exercise by Lender of the Exchange Rights.

• No governmental or other approval is or will be required in connection with the execution, delivery and performance by the Down REIT Sub or HCPI of this Agreement or the transactions contemplated hereby or to ensure the legality, validity or enforceability hereof.

• To its knowledge, Pledgor does not have any existing claims, defenses, setoff rights or rights of recoupment under the LLC Agreement, under any other agreement, or any law, rule or regulation, against or with respect to any obligation of either HCPI or the Down REIT Sub under the LLC Agreement or any other agreement.

• Pledgor agrees that nothing set forth herein shall alter, diminish or otherwise affect its obligations under the LLC Agreement or any other agreement between Pledgor and HCPI or the Down REIT Sub relating to the Pledged Units or Pledged Shares.

• HCPI has by all necessary action duly authorized the execution and delivery of this Agreement and the performance of its obligations hereunder.

• HCPI and Pledgor acknowledge that there are no conditions precedent to the effectiveness of this Agreement and that this Agreement is in full force and effect and is binding on such person as of the date hereof.

• HCPI further acknowledges and agrees that the aforesaid restrictions do not apply to Pledged Shares.

• HCPI is organized in conformity with the requirements for qualification as a real estate investment trust under the Code and its ownership and method of operation enables it to meet the requirements for taxation as a real estate investment trust under the Code.