NSA Partner definition
Examples of NSA Partner in a sentence
The representations and warranties of NSA [and NSA Partner] contained herein shall be true and correct as of the date hereof and the Closing Date (except to the extent that any such representation or warranty speaks as of a specific date, in which case only as of such specific date) in all material respects; provided, however, if any such representation or warranty shall be subject of a qualification as to “materiality,” such qualified representation and warranty shall be true and correct in all respects.
The Contributor [and [Property Owner][Tenant]] will be solvent immediately following the [transfer][conveyance] of the [Contributed Interest][Property] to NSA [Partner].
This Agreement constitutes and, upon the execution thereof, the Related Agreements executed by NSA [and NSA Partner] will constitute the valid and binding obligations of NSA [and NSA Partner] enforceable against NSA [and NSA Partner] in accordance with their respective terms, subject to bankruptcy and similar laws affecting the remedies or resources of creditors generally and principles of equity.
NSA [has][and NSA Partner have each] been duly formed and [is][are] validly existing as a Delaware limited partnership [and a Delaware limited liability company, respectively].
NSA’s [and NSA Partner’s] execution and delivery of this Agreement and the Related Agreements, and the performance of its obligations under this Agreement and the Related Agreements executed by it, shall, by the Closing Date, have been duly authorized by all requisite organizational action, and this Agreement has been, and such Related Agreements shall on the Closing Date have been, duly executed and delivered by NSA [and NSA Partner].
NSA [and NSA Partner are] [is] currently and has been since its formation treated as either a partnership or a disregarded entity for federal income tax purposes, and has not at any time been taxable as a corporation for federal income tax purposes.
The Contributor has full power and authority to transfer the Contributed Interest, free and clear of any Liens and, upon delivery of consideration for the Contributed Interest as herein provided, NSA [Partner] will acquire good title thereto, free and clear of any Liens.
Upon such authorization, none of the foregoing will require any action by or in respect of, or filing with, any Authority or contravene or constitute a default under any provision of applicable Law or any organizational document of NSA [or NSA Partner], except for such filings as may be required pursuant to applicable federal and state securities laws.
Except for the specific remedies set forth in Sections 7.1, 7.2, Article 8 and Section 11.1, the Contributor [and][,] NSA[, and NSA Partner] each hereby waive any and all rights to claim actual, consequential or punitive damages against the other party for failure to perform its respective obligations hereunder.
The Contributor[, NSA Partner] and NSA may agree, (1) in connection with the Closing, to pay the Contributor a cash amount, to be mutually agreed in writing, in lieu of the issuance of [[Class A NSA Units]][NSA Partnership Units] or (2) in connection with or following the Closing, to allow the Contributor to sell Contributor’s Class A NSA Units [and/or Class B NSA Units] to NSA, [NSA Partner] or its designee in exchange for cash at a price per Unit to be mutually agreed in writing.