Columbus West Courtyard by Marriott Sample Clauses

Columbus West Courtyard by Marriott. Purchaser, in its sole discretion, may elect to cause CSC to cause its Affiliate to sell to Purchaser (or Purchaser’s designee) the property commonly known as the Columbus West Courtyard by Marriott (the “Columbus Property”), in lieu of acquiring the Hotel commonly known as the Marriott Knoxville (the “Knoxville Property”), by providing CSC with written notice of such election within thirty (30) days after the execution of this Agreement. In the event that Purchaser provides CSC such notice electing to acquire the Columbus Property, in lieu of the Knoxville Property, the Parties shall amend and restate this Agreement in its entirety to incorporate the addition of the Columbus Property and removal of the Knoxville Property, including making the following revisions: (i) the definition of 2010 Earnout Threshold shall be modified by deleting “Forty-Seven Million Dollars ($47,000,000)” and replacing it with “Forty-Five Million Three Hundred Thousand Dollars ($45,300,000)” and the definition of 2010 Earnings Threshold in the Hotel Management Agreement shall be modified by deleting “Forty-Six Million Dollars ($46,000,000)” and replacing it with “Forty-Four Million Three Hundred Thousand Dollars ($44,300,000); (ii) the definition of 2011 Earnout Threshold (and the definition of 2011 Earnings Threshold in the Hotel Management Agreement) shall be modified by deleting “Fifty-One Million Seven Hundred Thousand Dollars ($51,700,000)” and replacing it with “Forty Nine Million Eight Hundred Thirty Thousand Dollars ($49,830,000)”; (iii) Schedule 2 shall be amended by deleting the Knoxville Property and adding the Columbus Property; (iv) the definition of “Excess Equity Raise” shall be modified by deleting “Three Hundred Seventy One Million Dollars ($371,000,000)” and replacing it with “Three Hundred Seventy-Six Million Seven Hundred Thousand Dollars ($376,700,000)”; and (v) the Aggregate Purchase Price set forth in Section 3.1 shall be modified by deleting “Five Hundred Eighteen Million Dollars ($518,000,000)” and replacing it with “Four Hundred Ninety-Four Million Two Hundred Thousand Dollars ($494,200,000)”.
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Related to Columbus West Courtyard by Marriott

  • Name; State of Organization; Chief Executive Office; Collateral Locations (a) The exact legal name of each Borrower and Guarantor is as set forth on the signature page of this Agreement and in the Information Certificate. No Borrower or Guarantor has, during the five years prior to the date of this Agreement, been known by or used any other corporate or fictitious name or been a party to any merger or consolidation, or acquired all or substantially all of the assets of any Person, or acquired any of its property or assets out of the ordinary course of business, except as set forth in the Information Certificate.

  • Principal Location Such Grantor’s mailing address and the location of its place of business (if it has only one) or its chief executive office (if it has more than one place of business), are disclosed in Exhibit A; such Grantor has no other places of business except those set forth in Exhibit A.

  • Massachusetts Business Trust With respect to any Fund which is a party to this Agreement and which is organized as a Massachusetts business trust, the term “Fund” means and refers to the trustees from time to time serving under the applicable trust agreement of such trust, as the same may be amended from time to time (the ‘Declaration of Trust”). It is expressly agreed that the obligations of any such Fund hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Fund personally, but bind only the trust property of the Fund as set forth in the applicable Declaration of Trust. In the case of each Fund which is a Massachusetts business trust (in each case, a “Trust”), the execution and delivery of this Agreement on behalf of the Trust has been authorized by the trustees, and signed by an authorized officer, of the Trust, in each case acting in such capacity and not individually, and neither such authorization by the trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

  • Executive Offices, Collateral Locations, FEIN As of the Closing Date, the current location of each Credit Party's chief executive office and the warehouses and premises at which any Collateral is located are set forth in Disclosure Schedule 3.2, and none of such locations has changed within the twelve months preceding the Closing Date. In addition, Disclosure Schedule 3.2 lists the federal employer identification number of each Credit Party.

  • Western will as requested by the Manager oversee the maintenance of all books and records with respect to the investment transactions of the Fund in accordance with all applicable federal and state laws and regulations, and will furnish the Directors with such periodic and special reports as the Directors or the Manager reasonably may request.

  • Baltimore time If payment in Federal Funds for any purchase is not received or is received by the Fund after 3:00 p.m. Baltimore time on such Business Day, the Company shall promptly, upon the Fund's request, reimburse the Fund for any charges, costs, fees, interest or other expenses incurred by the Fund in connection with any advances to, or borrowings or overdrafts by, the Fund, or any similar expenses incurred by the Fund, as a result of portfolio transactions effected by the Fund based upon such purchase request. For purposes of Section 2.8 and 2.9 hereof, upon receipt by the Fund of the federal funds so wired, such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Fund.

  • Communications Relating to Portfolio Securities Subject to the provisions of Section 2.3, the Custodian shall transmit promptly to the Fund for each Portfolio all written information (including, without limitation, pendency of calls and maturities of domestic securities and expirations of rights in connection therewith and notices of exercise of call and put options written by the Fund on behalf of the Portfolio and the maturity of futures contracts purchased or sold by the Portfolio) received by the Custodian from issuers of the securities being held for the Portfolio. With respect to tender or exchange offers, the Custodian shall transmit promptly to the Portfolio all written information received by the Custodian from issuers of the securities whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer. If the Portfolio desires to take action with respect to any tender offer, exchange offer or any other similar transaction, the Portfolio shall notify the Custodian at least three business days prior to the date on which the Custodian is to take such action.

  • Investment Management and Related Activities Except as set forth on Schedule 3.25 of the Company Disclosure Schedule, none of the Company, any of its Subsidiaries or the Company’s or its Subsidiaries’ directors, officers or employees is required to be registered, licensed or authorized under the laws or regulations issued by any Governmental Authority as an investment adviser, a broker or dealer, an insurance agency or company, a commodity trading adviser, a commodity pool operator, a futures commission merchant, an introducing broker, a registered representative or associated person, investment adviser, representative or solicitor, a counseling officer, an insurance agent, a sales person or in any similar capacity with a Governmental Authority.

  • Employment Location The Company or an Affiliate requiring the Executive to be based at any location that is more than fifty (50) miles from the location at which the Executive is based immediately prior to the CIC Date.

  • Chief Executive Office; Collateral Locations The chief executive office of Borrower and Borrower's Records concerning Accounts are located only at the address set forth below and its only other places of business and the only other locations of Collateral, if any, are the addresses set forth in the Information Certificate, subject to the right of Borrower to establish new locations in accordance with Section 9.2 below. The Information Certificate correctly identifies any of such locations which are not owned by Borrower and sets forth the owners and/or operators thereof and to the best of Borrower's knowledge, the holders of any mortgages on such locations.

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