PSA Date definition
Examples of PSA Date in a sentence
Seller shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted prior to the Original PSA Date with respect to any of the foregoing.
As of the Original PSA Date and the Effective Date, Seller has all requisite power and authority to own and operate its properties and to carry on its business as now conducted, and to execute and deliver this Agreement and any other agreements to be executed and delivered by Seller hereunder, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including to own, hold, sell and transfer the Acquired Interests.
As of the Original PSA Date and the Effective Date, all limited liability company actions or proceedings necessary to authorize the execution and delivery by Seller of this Agreement and any other Investment Documents to which Seller is a party and the performance by Seller of its obligations hereunder and thereunder, have been duly and validly taken.
As of the Original PSA Date and the Effective Date, Seller is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware and in each other jurisdiction in which the ownership or leasing of its assets or the conduct of its business requires such qualification.
All premiums with respect to the Insurance Policies covering all periods up to and including the Original PSA Date have been paid and, with respect to premiums due and payable prior to the Closing, will be so paid.
No Material Adverse Effect with respect to the Acquired Entities purchased at Closing shall have occurred since the Original PSA Date and be continuing.
As of the Original PSA Date and the Effective Date, except as set forth on Schedule 4.05 (“Purchaser Approvals”), no Governmental Approval is required to be obtained by Purchaser in connection with the execution, delivery and performance of this Agreement, any other agreements to be executed and delivered by Purchaser hereunder, any other Investment Documents to which Purchaser is a party or the consummation of the transactions contemplated hereby or thereby.
Any amount that is owed to Ventas SSL or its Affiliates due to Base Management Fees having been calculated and paid to the Sunrise Parties with respect to the period from April 1, 2010 through the PSA Date based upon the provisions of the Existing Management Agreements and the Existing Master Agreement instead of based upon the provisions of Section 5.1 and the other provisions of this Agreement and the provisions of the Management Agreements.
As of the Original PSA Date and the Effective Date, Purchaser is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware.
All premiums with respect to the Insurance Policies covering all periods up to and including the Original PSA Date have been paid and, with respect to premiums due and payable prior to the applicable Closing, will be so paid.