Management Assets definition
Examples of Management Assets in a sentence
As of the date hereof, (i) Holdings does not have any Subsidiaries except for Intermediate Holdings, Borrower, the Group Entities, ManagementCo and the entities set forth on Schedule 4.06(a)-1, (ii) Intermediate Holdings does not have any Subsidiaries except for Borrower, the Group Entities, ManagementCo and the entities set forth on Schedule 4.06(a)-1, and (iii) ManagementCo does not have any Subsidiaries other than the ownership of any Equity Interests included in Management Assets.
Each of Management Sub and Management has, and at the Closing SHP and Management Newco will, acquire good and valid title interests in all properties, assets and other rights included in the Management Assets and the Basis Assets, respectively, free and clear of all Liens except for Permitted Liens or as set forth on Schedule 3.1(h).
Borrower may request that the portion of the Advance constituting contributions of funds to Ark Real Estate, Ark Shuckers and Ark Island be advanced directly to Ark Real Estate, Ark Shuckers and Ark Island to facilitate the closing on the purchase of the Real Estate Assets, the Restaurant Assets and the Property Management Assets.
LAMCO Holdings acknowledges that it has conducted to its satisfaction, its own independent investigation of the Asset Management Business, the Asset Management Assets and the Asset Management Liabilities and, in making the determination to proceed with the transactions contemplated by this Agreement, LAMCO Holdings has relied on the results of its own independent investigation.
The parties hereto agree that the sale, if any, of the Company Management Assets to OPCO as provided in Section 5.15 hereto shall not constitute a breach of this representation.
The Stockholders and the JDH Entities, as applicable, shall enter into, and shall cause their respective Affiliates (as applicable) to enter into, the Management Assets and Obligations Distribution Agreement, in the form of Exhibit 2.1(e) attached hereto, and such agreement shall be in full force and effect.
The Operating Partnership reserves the right not to acquire any particular asset that constitutes part of the Management Assets, if in good faith the Operating Partnership determines that the ownership of such asset would be inappropriate for the Operating Partnership for any reason whatsoever.
The Asset Management Assets and Equity Interests constitute all of the assets, properties, licenses and agreements which are being used on the date hereof in the Asset Management Business and include all assets, properties, licenses and agreements necessary for Buyer to operate the Asset Management Business after the Final Closing, except for the Excluded Assets and Brokerage Assets.
Immediately following the First Contribution, LBHI SPV contributed all of its right, title and interest in and to the Asset Management Assets (including cash in the amount set forth on Schedule I hereto opposite its name) to the Company (the “Second Contribution”).
Except as set forth on Section 5.16 of the Company Disclosure Schedule and excluding the Retained Management Assets, the Excluded Assets and the Excluded Liabilities, neither a member, manager, or Affiliate of the Companies or Company Subsidiaries has any interest in any properties (whether real, personal or mixed and whether tangible or intangible) used by the Companies or Company Subsidiaries in the conduct of the business of the Companies and the Company Subsidiaries.