Principal Controlled Entity definition
Examples of Principal Controlled Entity in a sentence
All of the issued and outstanding equity interests of such Principal Controlled Entity (other than the Existing Non-Fund Entities) are validly issued and, to the Principal’s Knowledge, are not subject to preemptive rights.
Each Subsidiary of each Principal Controlled Entity has been duly organized and is validly existing under the Laws of its jurisdiction of organization, and has all power and authority to own, lease and/or operate its Properties and to carry on its business as presently conducted.
From the Effective Date through and including the Closing Date, each applicable Principal Controlled Entity or Subsidiary shall not take or omit to take any action to cause any Lien to attach to the Property owned by such entity, except for Permitted Liens.
Each such Principal Controlled Entity and each of its Subsidiaries, to the extent required under applicable Laws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its Properties make such qualification necessary, other than such failures to be so qualified as would not, individually or in the aggregate, reasonably be expected have a Material Adverse Effect.
Except for actions, suits or proceedings covered by the policies of insurance described in Section 1.07(a), to the Principal’s Knowledge, there is no action, suit or proceeding pending or threatened against any Principal Controlled Entity or any of their Subsidiaries which, if adversely determined, would, individually or together with all such other actions, reasonably be expected to have a Material Adverse Effect.
Exhibit A to the Contribution Agreements sets forth, with respect to each Principal Controlled Entity other than the Existing Non-Fund Entities and the Newly Formed Entities, the ownership of each such Principal Controlled Entity as of the Effective Date and as of the Closing Date and, with respect to the Newly Formed Entities, the ownership of each such Newly Formed Entity as of the Closing Date.
No Principal Controlled Entity or any of their Subsidiaries has received any written notice of violation from any Governmental Authority or written notice of the intention of any entity to revoke any of them, that in each case has not been cured or otherwise resolved to the satisfaction of such Governmental Authority and that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
The execution, delivery and performance by each Principal Controlled Entity of each agreement or other document contemplated by the Contribution Agreements to which it is a party have been duly and validly authorized by all necessary actions required of such Principal Controlled Entity.
To the Principal’s Knowledge, there is no action, suit or proceeding pending or, threatened against any Principal Controlled Entity or any of their Subsidiaries which challenges or impairs the ability of the Principal Controlled Entities to execute or deliver, or perform its obligations under any of the Contribution Agreements or to consummate the transactions contemplated hereby and thereby.
For U.S. federal income tax purposes, each Principal Controlled Entity and each Subsidiary of a Principal Controlled Entity is, and at all times during its existence has been, treated as a partnership or as an entity that is disregarded as an entity separate from its owner pursuant to Treasury Regulations Section 301.7701-2 (rather than an association or a publicly traded partnership taxable as a corporation).