Duly Authorized, Executed, and Delivered. Owner JV is a limited liability company duly organized and validly existing and in good standing under the laws of the State of New York. Lessee JV is a limited liability company duly organized and validly existing and in good standing under the laws of the State of Delaware. Each of Owner JV and Lessee JV is, or prior to closing will be duly qualified to do business in, and in good standing under, the laws of the state where the Property is located. This Agreement and all documents executed by Owner JV and/or Lessee JV that are to be delivered to Hersha Owner, Hersha Lessee and/or the Hersha Members at Closing (i) are, or at the time of Closing will be, duly authorized, executed and delivered by Owner JV and Lessee JV, as applicable, (ii) do not, and at the time of Closing will not, violate any provision of any agreement or judicial order to which Owner JV or Lessee JV is a party or to which Owner JV, Lessee JV or any property or other assets owned by Owner JV or Lessee JV is subject and (iii) constitutes (or in the case of Closing Documents, will constitute) valid and legally binding obligations of Owner JV and Lessee JV, enforceable in accordance with their terms.
Appears in 3 contracts
Samples: Asset Purchase and Contribution Agreement (Hersha Hospitality Trust), Asset Purchase and Contribution Agreement (Hersha Hospitality Trust), Asset Purchase and Contribution Agreement (Hersha Hospitality Trust)
Duly Authorized, Executed, and Delivered. Owner JV is a limited liability company duly organized and validly existing and in good standing under the laws of the State of New York. Lessee JV is a limited liability company duly organized and validly existing and in good standing under the laws of the State of Delaware. Each of Owner JV and Lessee JV is, or prior to closing will be duly qualified to do business in, and in good standing under, the laws of the state where the Property is located. This Agreement and all documents executed by Owner JV and/or Lessee JV that are to be delivered to Hersha Owner, Hersha Lessee and/or the Hersha Members at Closing (i) are, or at the time of Closing will be, duly authorized, executed and delivered by Owner JV and Lessee JV, as applicable, (ii) do not, and at the time of Closing will not, violate any provision of any agreement or judicial order to which Owner JV or Lessee JV is a party or to which Owner JV, Lessee JV or any property or other assets owned by Owner JV or Lessee JV is subject and (iii) constitutes (or in the case of Closing Documents, will constitute) valid and legally binding obligations of Owner JV and Lessee JV, enforceable in accordance with their terms.33
Appears in 1 contract
Samples: Asset Purchase and Contribution Agreement (Hersha Hospitality Trust)
Duly Authorized, Executed, and Delivered. Owner JV is a limited liability company duly organized and validly existing and in good standing under the laws of the State of New YorkDelaware. Lessee JV is a limited liability company duly organized and validly existing and in good standing under the laws of the State of Delaware. Each of Owner JV and Lessee JV is, or prior to closing will be duly qualified to do business in, and in good standing under, the laws of the state where the Property is located. This Agreement and all documents executed by Owner JV and/or Lessee JV that are to be delivered to Hersha Owner, Hersha Lessee and/or the Hersha Members at Closing (i) are, or at the time of Closing will be, duly authorized, executed and delivered by Owner JV and Lessee JV, as applicable, (ii) do not, and at the time of Closing will not, violate any provision of any agreement or judicial order to which Owner JV or Lessee JV is a party or to which Owner JV, Lessee JV or any property or other assets owned by Owner JV or Lessee JV is subject and (iii) constitutes (or in the case of Closing Documents, will constitute) valid and legally binding obligations of Owner JV and Lessee JV, enforceable in accordance with their terms.33
Appears in 1 contract
Samples: Asset Purchase and Contribution Agreement (Hersha Hospitality Trust)
Duly Authorized, Executed, and Delivered. Owner JV is a limited liability company duly organized and validly existing and in good standing under the laws of the State of New YorkDelaware. Lessee JV is a limited liability company duly organized and validly existing and in good standing under the laws of the State of Delaware. Each of Owner JV and Lessee JV is, or prior to closing will be duly qualified to do business in, and in good standing under, the laws of the state where the Property is located. This Agreement and all documents executed by Owner JV and/or Lessee JV that are to be delivered to Hersha Owner, Hersha Lessee and/or the Hersha Members at Closing (i) are, or at the time of Closing will be, duly authorized, executed and delivered by Owner JV and Lessee JV, as applicable, (ii) do not, and at the time of Closing will not, violate any provision of any agreement or judicial order to which Owner JV or Lessee JV is a party or to which Owner JV, Lessee JV or any property or other assets owned by Owner JV or Lessee JV is subject and (iii) constitutes (or in the case of Closing Documents, will constitute) valid and legally binding obligations of Owner JV and Lessee JV, enforceable in accordance with their terms.
Appears in 1 contract
Samples: Asset Purchase and Contribution Agreement (Hersha Hospitality Trust)
Duly Authorized, Executed, and Delivered. Owner JV is a limited liability company duly organized and validly existing and in good standing under the laws of the State of Delaware. Lessee JV is a limited liability company duly organized and validly existing and in good standing under the laws of the State of New York. Lessee JV is a limited liability company duly organized and validly existing and in good standing under the laws of the State of Delaware. Each of Owner JV and Lessee JV is, or prior to closing will be duly qualified to do business in, and in good standing under, the laws of the state where the Property is located. This Agreement and all documents executed by Owner JV and/or Lessee JV that are to be delivered to Hersha Owner, Hersha Lessee and/or the Hersha Members at Closing (i) are, or at the time of Closing will be, duly authorized, executed and delivered by Owner JV and Lessee JV, as applicable, (ii) do not, and at the time of Closing will not, violate any provision of any agreement or judicial order to which Owner JV or Lessee JV is a party or to which Owner JV, Lessee JV or any property or other assets owned by Owner JV or Lessee JV is subject and (iii) constitutes (or in the case of Closing Documents, will constitute) valid and legally binding obligations of Owner JV and Lessee JV, enforceable in accordance with their terms.
Appears in 1 contract
Samples: Asset Purchase and Contribution Agreement (Hersha Hospitality Trust)