Ownership of East Tennessee Sample Clauses

Ownership of East Tennessee. The Operating Partnership owns all of the issued and outstanding membership interests of East Tennessee; such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of East Tennessee (as the same may be amended or restated at or prior to the Closing Date, the “East Tennessee LLC Agreement”) and are fully paid (to the extent required by the East Tennessee LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 306 and 620 of the Tennessee LLC Act); and the Operating Partnership owns such membership interests free and clear of all Liens (except restrictions on transferability as described in the Disclosure Package, the Prospectus and Liens created by or arising under the Tennessee LLC Act) (A) in respect of which a financing statement under the Uniform Commercial Code of the State of Tennessee naming the Operating Partnership as debtor is on file as of a recent date in the office of the Secretary of State of the State of Tennessee or (B) otherwise known to such counsel, without independent investigation.
Sample 1
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Ownership of East Tennessee. The Operating Partnership owns all of the issued and outstanding membership interests of East Tennessee; such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of East Tennessee (as the same may be amended or restated at or prior to the Closing Date, the “East Tennessee LLC Agreement”) and are fully paid (to the extent required by the East Tennessee LLC Agreement).
Sample 1

Related to Ownership of East Tennessee

  • Ownership of the Company At all times while this Parent Guarantee Agreement is in effect and while any of the obligations of the Parent Guarantor hereunder remain outstanding, one hundred percent (100%) of the outstanding capital stock of the Company shall be owned by the Parent Guarantor.

  • Due Incorporation and Good Standing AVRS is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada.

  • Incorporation and Good Standing of the Company The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of California and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to qualify would not result in a Material Adverse Change.

  • Incorporation; Good Standing 43 7.1.2. Authorization. ...........................................................43 7.1.3. Enforceability. ..........................................................43 7.2.

  • Due Incorporation, Qualification, etc The Company (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware; (ii) has the power and authority to own, lease and operate its properties and carry on its business as now conducted; and (iii) is qualified to do business and is in good standing as a foreign corporation in the State of California.

  • Ownership of Policy The Bank shall own all of the right, title and interest in the Policy and shall control all rights of ownership with respect thereto. The Bank, in its sole discretion, may exercise its right to borrow against or withdraw the cash value of the Policy. In the event that coverage under the Policy is increased at the discretion of the Bank, such increased coverage shall be subject to all of the rights, duties and obligations set forth in this Agreement.

  • Incorporation and Good Standing The Company has been duly incorporated or formed and is validly existing and in good standing as a company limited by shares under the laws of the jurisdiction of its formation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. As of the Closing, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is not otherwise disclosed in the Disclosure Package.

  • Ownership of Subsidiaries The Borrower will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Subsidiaries is a wholly owned Subsidiary.

  • Due Incorporation and Organization The Adviser is duly organized and is in good standing under the laws of the State of Connecticut and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder.

  • Ownership of Properties Except as set forth on Schedule 2, on the date of this Agreement, the Borrower and its Subsidiaries will have good title, free of all Liens other than those permitted by Section 6.15, to all of the Property and assets reflected in the Borrower's most recent consolidated financial statements provided to the Agent as owned by the Borrower and its Subsidiaries.

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