Examples of TA Party in a sentence
No present or future partner, director, officer, shareholder, direct or indirect owner, employee, advisor, agent, attorney, asset manager or subasset manager of any TA Party or TA Purchaser shall have any personal liability, directly or indirectly under or in connection with this Agreement or any agreement made or entered into under or in connection with the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter.
The execution and delivery of this Agreement by such TA Party and the consummation of the transactions contemplated hereby to be performed by it have been duly authorized by all necessary limited liability company action.
To such TA Party’s actual knowledge, neither such TA Party nor any trustee, officer, agent, affiliate or person acting on behalf of such TA Party is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); provided, however, no representation is made with respect to any person, group, entity or nation that merely owns a publicly traded interest in TA LLC.
For purposes of this Agreement, (a) statements made to a TA Party’s actual knowledge shall mean and refer to the actual knowledge of Xxxx Xxxxx, Executive Vice President of each TA Party, without any duty of inquiry and (b) statements made to an HPT Party’s actual knowledge shall mean and refer to the actual knowledge of Xxxx X.
Notwithstanding the foregoing, TA Purchaser may assign this Agreement in whole or in part to any wholly-owned subsidiary of any TA Party or it may designate any wholly-owned subsidiary of any TA Party to acquire all or any portion of any Property under this Agreement; provided, however, no such assignment or designation shall relieve TA Purchaser of any of its liabilities or obligations hereunder.
Such TA Party has all requisite limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
No bankruptcy, insolvency, reorganization or similar action or proceeding, whether voluntary or involuntary, is pending, or, to such TA Party’s knowledge, threatened, against such TA Party.
Such TA Party is duly organized, validly existing and in good standing under the laws of its jurisdiction or organization and has full limited liability company power and authority to conduct its business as it is now being conducted and to own, operate or lease its properties and assets.