Formation of RIDEA P-HoldCo & RIDEA Prop-Subs Sample Clauses

Formation of RIDEA P-HoldCo & RIDEA Prop-Subs. On or prior to the Closing Date, HCP and Brookdale shall cause to be formed RIDEA P-HoldCo by filing all required documents with the Secretary of State’s Office of the State of Delaware and any other State as may be determined by such parties to be necessary to qualify RIDEA P-HoldCo to do business in any such other State. On or prior to the Closing Date, HCP and Brookdale shall also cause RIDEA P-HoldCo to form each RIDEA Prop-Sub that will acquire a RIDEA Contributed Facility by filing all required documents with the Secretary of State’s Office of the State of Delaware and each other State as they may determine to be necessary to qualify each such RIDEA Prop-Sub to do business in any such other State, including each State in which such RIDEA Prop-Sub shall own a RIDEA Contributed Facility. All out-of-pocket costs and expenses incurred by HCP and Brookdale in forming and filing any such documents for RIDEA P-HoldCo shall be a cost and expense of RIDEA P-HoldCo and shall either be paid directly by RIDEA P-HoldCo or reimbursed to HCP and Brookdale, as applicable, at or promptly following the Closing.
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Related to Formation of RIDEA P-HoldCo & RIDEA Prop-Subs

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