OwnerCo LLC definition
Examples of OwnerCo LLC in a sentence
If the Accor Member exercises its Roll-Over Right, then the Purchaser Parties shall meet and confer with the Accor Member and shall otherwise use its commercially reasonable efforts to agree upon a joint venture agreement comparable to the terms of the Platinum OwnerCo LLC Agreement on or prior to November 22, 2010.
If for any reason Mezz OwnerCo LLC is required to file a Philadelphia Business Privilege Tax return that includes the Closing Date or any post-Closing period, then the Parties shall cooperate in the preparation and filing of such tax return.
Prior to the Effective Date, Platinum OwnerCo agreed to transfer a 0.01% interest in Mezz OwnerCo LLC to MezzCo prior to the Closing Date.
Any Updated Survey obtained by the Purchaser Parties shall be prepared by a duly licensed surveyor, in accordance with the ALTA/ACSM Minimum Standard Detail Requirements for Land Title Surveys, certified to OwnerCo LLC, the Purchaser Parties and the Title Company, and shall otherwise be in accordance with such standards as are required by the Title Company in order to issue the Title Policy.
On or prior to the Effective Date, Platinum OwnerCo shall (i) provide the Accor Member the Roll-Over Offer Notice, and (ii) provide to the Purchaser Parties a copy of the Platinum OwnerCo LLC Agreement that may be redacted at Platinum OwnerCo’s discretion with respect to provisions that would be ineffective with respect to the Hotel after giving effect to the transaction contemplated herein.
All right, title and interest of OwnerCo LLC or Operating Tenant, as the case may be, in and to the Operating Lease for the Hotel.
The Parties acknowledge that, pursuant to the Limited Liability Company Agreement (the “Platinum OwnerCo LLC Agreement”) of Platinum OwnerCo, the Accor Member, as a member of Platinum OwnerCo, has the right to retain or acquire a twenty-five percent (25%) interest in the Hotel through a joint venture with the Purchaser Parties pursuant to a joint venture agreement comparable to the terms of the Platinum OwnerCo LLC Agreement (the “Roll-Over Right”).
The Purchaser Parties acknowledge and agree that the Seller Parties’ obligations under this Agreement shall be subject to obtaining the approval of the board(s) of directors, member(s), and/or investment committee(s) of one or more of Platinum OwnerCo LLC and/or Platinum LeaseCo LLC and/or any parent entity respectively thereof (the “Seller Parties Board Approval”) not later than the expiration of the Due Diligence Period (the “Seller Parties Board Approval Period”).
This Agreement shall not confer any third-party beneficiary status to any Person other than (i) the Target Parties, OwnerCo LLC, and Operating Tenant, which shall be express beneficiaries of all covenants, representations and warranties, and obligations owing by the Purchaser Parties hereunder, and (ii) any Seller Parties Indemnitee, and any Purchaser Parties Indemnitee, any in such case solely to the extent expressly provided herein.
OwnerCo LLC and Operating Tenant shall remain in possession of the Real Property, subject to the Permitted Exceptions, and tangible Personal Property upon completion of the Closing.