RAP Properties definition
Examples of RAP Properties in a sentence
Except as would not have a Material Adverse Effect, to RAP-ACP’s knowledge, RAP-ACP has the right and authority to use the Proprietary Rights being transferred to the Company Entities hereunder by RAP-ACP necessary in connection with the operation of the RAP Properties in the manner in which it is currently used, and to convey such right and authority to the Company Entities at the Closing.
The interests owned by RAP-ACP directly and indirectly in the Student Housing Entities listed on Schedule III (the “RAP Student Housing Entities”) (the “RAP Interests”) constitute all of the issued and outstanding interests of the RAP Student Housing Entities owning (directly or indirectly) the RAP Properties and other assets to be conveyed by RAP-ACP to the Company Entities in accordance with the Formation Transactions listed in Exhibit A.
To RAP-ACP’s knowledge, except as would not have a Material Adverse Effect there are no Actions involving RAP-ACP, any RAP Student Housing Entities, or the RAP Properties pending or threatened, that concern any copyrights, copyright application, trademarks, trademark registrations, trade names, service marks, service ▇▇▇▇ registrations, trade names and trade name registrations or any trade secrets (the “Proprietary Rights”) being transferred to the Company Entities hereunder by RAP-ACP.
Except as contemplated in the Formation Transactions or as otherwise disclosed in the Registration Statement, RAP-ACP has no commitment or legal obligation, absolute or contingent, to any other Person other than the Company Entities to sell, assign, transfer or effect a sale of any right, title or interest in or to any RAP Interests, RAP Properties or other assets to be conveyed to the Company Entities by RAP-ACP in accordance with the Formation Transactions.
To RAP-ACP’s knowledge, neither RAP-ACP nor the RAP Student Housing Entities have received any notification of any material new or increased general or special tax assessments for any of the RAP Properties or the RAP Interests.
To RAP-ACP’s knowledge, except as may be disclosed in the Registration Statement or the Environmental Reports, no investigation or litigation with respect to Hazardous Materials located in, on, under or upon any of the RAP Properties is pending or has been overtly threatened in the last twelve months by any Governmental Entity or any third party.
To RAP-ACP’s knowledge, except as may be disclosed in the Registration Statement or the environmental reports which have been made available by the Sponsors to the Company Entities (the “Environmental Reports”) or would not have a Material Adverse Effect, the RAP Properties are currently in material compliance with all Environmental Laws and Environmental Permits.
The Registration Statement lists all secured loans presently encumbering the RAP Properties or any direct or indirect interest in any RAP Student Housing Entity, and any unsecured loans made to RAP-ACP or any RAP Student Housing Entity to be assumed by the Company Entities or any subsidiary of the Company Entities at Closing, as of the date hereof (the “RAP Existing Loans”).
Other than as described in the Registration Statement, there are no rights to purchase, options or similar rights relating to any of the RAP Properties or the RAP Interests.