LESSEES AND WESTBOY Sample Clauses

LESSEES AND WESTBOY. (i) each of the Lessees and Westboy is duly organized and validly existing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as now being conducted; (ii) each Lessee and Westboy is duly qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership and/or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, could not reasonably be expected to have a Property Material Adverse Effect or a Westboy Material Adverse Effect; (iii) none of the Lessees or Westboy has conducted or currently conducts any business or has owned or owns any assets other than cash and investment securities and direct or indirect leasehold interests in a Property and assets relating thereto; (iv) SCHEDULE 7.2(g)(iv) attached hereto identifies for each Lessee and Westboy the relevant certificate of formation, the relevant operating agreement, as applicable, and in each case all amendments thereto through the date of this Agreement, and the BMC Parties have delivered to the Operating Partnership complete and correct copies of each of such instruments, agreements and amendments; (v) none of the Lessees or Westboy is in breach of, or in default under, the constituent organizational documents of such entity, no member of any Lessee or Westboy is in breach of, or default under, the organizational documents of such Lessee or Westboy and no event has occurred that, with the giving of notice or the passage of time, or both, would constitute a default under the constituent organizational documents of any of the Lessees or Westboy, except for such breach or violation that would not result in a Property Material Adverse Effect or a Westboy Material Adverse Effect; (vi) Except as identified on SCHEDULE 7.2(g)(vi) no member or other affiliate of any of the Lessees or Westboy has made a loan to such Lessee or Westboy that is outstanding on the date hereof and none of the BMC Parties has any outstanding capital commitments to any of the Lessees or Westboy, except for the Westboy Note, which the Operating Partnership will assume pursuant to the Westboy Note Assumption as contemplated by this Agreement. (vii) none of the Lessees or Westboy is in default under, or in breach of, any of the Percentage Leases or Space Leases, and to the Actual Knowledge of the BMC Parti...