Upper Tier Entities definition
Examples of Upper Tier Entities in a sentence
Purchaser may designate any Purchaser Upper Tier Entity and/or various directly or indirectly wholly owned subsidiaries of any of the Purchaser Upper Tier Entities as Purchaser’s designees to take title to the various Purchased Interests and/or (subject to the requirements of the providers of Required Consents) to assume Assumed Obligations.
Purchaser also agrees that, to the extent required by the provider of a Required Consent as a condition to the granting of such Required Consent, the Purchaser Upper Tier Entities shall jointly and/or severally guarantee any Seller Obligations of General Partners that are currently guaranteed by any Seller or another party related to Seller.
Purchaser agrees that the Purchaser Upper Tier Entities shall jointly and/or severally assume at Closing any Seller Obligations that relate to the period prior to Closing that the provider of a Required Consent requires Purchaser or any Purchaser Upper Tier Entities to assume as a condition to the granting of such Required Consent (provided that any such assumption shall not affect or negate Purchaser’s rights to indemnification as set forth in Section 7.1).
There are no liens on any material asset of the Upper Tier Entities with respect to Taxes, other than liens for Taxes which (i) are not delinquent, (ii) remain payable without penalty, or (iii) are being contested in good faith through appropriate proceedings and for which appropriate reserves have been established in accordance with GAAP, with such liens are listed and set forth on Schedule 6.1.13.3.
As set forth in Section 1.1, Purchaser also agrees that, to the extent required by the provider of a Required Consent as a condition to the granting of such Required Consent, each of the Purchaser Upper Tier Entities shall jointly and severally guarantee any Seller Obligations that are currently guaranteed by any Seller or another party related to Seller (each a “Seller Guarantor”).
The Upper Tier Entities have withheld and paid over all material Taxes required to have been withheld and paid over, and complied with all information reporting and backup withholding requirements, including maintenance of required records with respect thereto, in connection with amounts paid or owing to any employee, creditor, independent contractor, or other third party.
No waiver or extension of any statute of limitations is in effect with respect to Taxes or Returns of the Upper Tier Entities.
Any and all utility deposits and deposits with governmental and quasi-governmental authorities shall remain with the Property Owner and not transferred to Seller; and if such deposits are held by any of the Upper Tier Entities, such amounts shall be transferred to Property Owner prior to the Closing.
Seller shall retain the right to commence, continue and settle (on Seller’s behalf or on behalf of the Upper Tier Entities) any proceeding to contest any Taxes for any taxable period which terminates prior to the Closing Date, and Seller shall be entitled to any refunds or abatements of Taxes awarded in such proceedings.
All material Taxes of the Upper Tier Entities required to be paid by the Upper Tier Entities have been paid in full on a timely basis (taking into account any valid extensions of time to file), except, as set forth of Schedule 6.1.13.3, any Taxes which (a) are not delinquent, (b) remain payable without penalty, or (c) are being contested in good faith through appropriate proceedings and for which appropriate reserves have been established in accordance with GAAP.