Due Organization; Consents. Buyer is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and has the power and authority to carry on its business as now conducted and to own, lease and operate its assets. All requisite corporate action has been taken by Bxxxx in connection with entering into this Agreement, and will be taken prior to the Closing in connection with the execution and delivery of the instruments referenced herein and the consummation of the transactions contemplated hereby. No consent of any partner, shareholder, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party is required in connection herewith that has not been obtained.
Due Organization; Consents. Buyer is a corporation duly organized and existing in good standing under the laws of the State of Maryland with its principal place of business in the State of California. All requisite corporate action has been taken by Buyer in connection with entering into this Agreement, and will be taken prior to the Closing in connection with the execution and delivery of the instruments referenced herein and the consummation of the transactions contemplated hereby. No consent of any partner, shareholder, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party is required in connection herewith which has not been obtained.
Due Organization; Consents. Transferor is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, with its principal place of business in the State of Alabama and Transferor has never existed or operated under any other name. All requisite partnership action has been taken by Transferor in connection with entering into this Agreement, and will be taken prior to the Closing in connection with, the execution and delivery of the instruments referenced herein and the consummation of the transactions contemplated hereby. No consent of any partner, shareholder, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party is required in connection with the execution by Transferor of this Agreement and/or the performance by Transferor of its obligations hereunder.
Due Organization; Consents. Transferee is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. All requisite action has been taken by Transferee in connection with entering into this Agreement, and will be taken prior to the Closing in connection with, the execution and delivery of the instruments referenced herein and the consummation of the transactions contemplated hereby. No consent of any partner, shareholder, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party is required in connection with the execution by Transferee of this Agreement and/or the performance by Transferee of its obligations hereunder.
Due Organization; Consents. IWRA is a nonprofit corporation duly organized, validly existing and in good standing under the laws of the State of Iowa, with its principal place of business in the State of Iowa and IWRA has never existed or operated under any other name. All requisite action has been taken by IWRA in connection with entering into this Agreement, and will be taken prior to the Closing in connection with, the execution and delivery of the instruments referenced herein and the consummation of the transactions contemplated hereby. Other than the consents listed on SCHEDULE 9.9 attached hereto and incorporated herein, no consent of any partner, shareholder, beneficiary, creditor, investor, judicial or administrative body, Governmental Authority or other party is required in connection with the execution by IWRA of this Agreement and/or the performance by IWRA of its obligations hereunder.
Due Organization; Consents. HBR is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. All requisite corporate action has been taken by HBR in connection with entering into this Agreement, and will be taken prior to the Closing in connection with, the execution and delivery of the instruments referenced herein and the consummation of the transactions contemplated hereby. Other than the Consents and such other consents as will be obtained by HBR prior to the Closing, no consent of any partner, shareholder, beneficiary, creditor, investor, judicial or administrative body, Governmental Authority or other party will be required in connection with the execution by HBR of this Agreement and/or the performance by HBR of its obligations hereunder.
Due Organization; Consents. Buyer is a limited liability company duly formed and existing in good standing under the laws of the State of Delaware. All requisite corporate action has been taken by Buyer in connection with entering into this Agreement, and will be taken prior to Closing in connection with the execution and delivery of the instruments referenced herein and the consummation of the transactions contemplated hereby.
Due Organization; Consents. Such Transferor is a duly organized entity of the type set forth on the “Entity Charts” (as hereinafter defined) with respect to the same, is validly existing and in good standing under the laws of the State in which it was formed as identified on the Entity Charts with respect to the same, with its principal place of business in the State in which its respective Property is located and such Transferor has never existed or operated under any other name. PMB LLC is a duly organized limited liability company, is validly existing and in good standing under the Laws of the State of California, with its principal place of business in the State of California and has never existed or operated under any other name (other than Pacific Medical Buildings, L.P., a California limited partnership, from which it was converted). All requisite action has been taken by PMB LLC and such Transferor in connection with entering into this Agreement, and will be taken prior to the Closing for such Property in connection with, the execution and delivery of the instruments referenced herein and the consummation of the transactions contemplated hereby. Other than any consent that may be required as described in Sections 6.1.10, 6.1.11, 6.1.13, 6.1.17 or 16.25 hereof, no consent of any partner, shareholder, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party is required in connection with the execution by PMB LLC or such Transferor of this Agreement and/or the performance by PMB LLC or such Transferor of its obligations hereunder.
Due Organization; Consents. NHP is a corporation duly organized, validly existing and in good standing under the Laws of the State of Maryland, with its principal place of business in the State of California. All requisite action has been taken by Transferee in connection with entering into this Agreement, and will be taken prior to the applicable Closing in connection with, the execution and delivery of the instruments referenced herein and the consummation of the transactions contemplated hereby. Other than any consent that may be required from any party in connection with any prepayment or assumption of the Loan Obligations and the Required Waivers pursuant to Sections 6.1.10, 6.1.11 and 6.1.13 hereof, no consent of any partner, shareholder, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party is required in connection with the execution by Transferee of this Agreement and/or the performance by Transferee of its obligations hereunder.
Due Organization; Consents. PMB LLC is a duly organized limited liability company, is validly existing and in good standing under the Laws of the State of California, with its principal place of business in the State of California. All requisite action has been taken by PMB LLC in connection with entering into this Agreement. No consent of any partner, shareholder, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party is required in connection with the execution by PMB LLC of this Agreement and/or the performance by PMB LLC of its obligations hereunder.
