Property Entities definition
Examples of Property Entities in a sentence
Contributor shall promptly notify the Operating Partnership in writing upon receipt by Contributor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Entities or the Subsidiary Entities or with respect to any Property.
Each Contributor shall promptly notify the Operating Partnership in writing upon receipt by Contributor or any of its affiliates of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of any of the Contributed Entities, the Property Entities or their subsidiaries or with respect to any Property.
The Seller acknowledges and agrees that effective upon the Closing, and without any further action by the Seller, the Interests shall be transferred, assigned and conveyed to the REIT and the Seller shall no longer be an equity holder of any Property Entity, shall no longer be entitled to receive any distributions from any Property Entity, and shall have no further right, title or interest in any of the Properties or the Property Entities.
For the avoidance of doubt, the REIT or its assignee will have authority to sign any Tax Returns relating to the Property Entities that are filed after the Closing Date.
There shall have not occurred between the date hereof and the Closing Date any material adverse change with respect to any of the Property Entities, the Interests or any Property or any material adverse change in any of the assets, business, condition (financial or otherwise), results of operation or prospects of any Property Entity or any Property.
The REIT or its assignee shall prepare and timely file all Tax Returns of the Property Entities for all taxable periods other than the Pre-Closing Tax Periods, and the REIT or is assignee shall remit or cause to be remitted any Taxes due in respect of such taxable periods.
In the event the Closing does not occur, such costs and expenses shall be paid in accordance with the terms of that certain letter agreement entered into by the Property Entities (as defined therein) and American Assets, Inc., a California corporation, dated as of May 17, 2010.
Ashford Trust OP and each of the Property Entities are duly organized, validly existing and in good standing under the laws of the respective jurisdiction of such entity’s organization.
No bankruptcy or similar insolvency proceeding has been filed, or is currently contemplated, with respect to Ashford Trust OP or any of the Property Entities.
There has not been committed by the Contributor, the Contributed Entities or the Property Entities or, to the knowledge of the Contributor, any other Person in occupancy of or involved with the operation or use of the Contributed Properties any act or omission affording any other Governmental Authority the right of enforcement or forfeiture as against any Contributed Property or any part thereof.