Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.11, which are addressed solely in that Section, CCIT III and each CCIT III Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority (“Permits”) necessary for CCIT III and each CCIT III Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CCIT III Permits”), and all such CCIT III Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CCIT III Permits, individually, or in the aggregate, would not reasonably be expected to have a CCIT III Material Adverse Effect. CCIT III has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay, individually or in the aggregate, would not reasonably be expected to have a CCIT III Material Adverse Effect. No event has occurred with respect to any of the CCIT III Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CCIT III Permits. Neither CCIT III nor any of the CCIT III Subsidiaries has received any notice indicating, nor to the Knowledge of CCIT III, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CCIT III or the CCIT III Subsidiaries or the CCIT III Properties that impairs the validity of any CCIT III Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CCIT III Permit, except where the impairment or revocation of any such CCIT III Permits, individually, or in the aggregate, would not reasonably be expected to have a CCIT III Material Adverse Effect. (b) Since January 1, 2018, neither CCIT III nor any CCIT III Subsidiary has been in conflict with, or in default or violation of, (i) any Law applicable to CCIT III or any CCIT III Subsidiary or by which any property or asset of CCIT III or any CCIT III Subsidiary is bound (except for compliance with Laws addressed in Section 4.10, Section 4.11, Section 4.13 and Section 4.16 which are solely addressed in those Sections) or (ii) any CCIT III Permits (except for the CCIT III Permits addressed in Section 4.11, which are solely addressed in that Section), except, in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CCIT III Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Cole Office & Industrial REIT (CCIT III), Inc.), Merger Agreement (Cim Real Estate Finance Trust, Inc.)
Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.115.10 and Section 5.11, which are addressed solely in that Sectionthose Sections, CCIT III STAR and each CCIT III STAR Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority (“Permits”) Permits necessary for CCIT III STAR and each CCIT III STAR Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CCIT III STAR Permits”), and all such CCIT III STAR Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CCIT III STAR Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CCIT III STAR Material Adverse Effect. CCIT III STAR has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay, individually or in the aggregate, pay would not reasonably be expected to have a CCIT III STAR Material Adverse Effect. No event has occurred with respect to any of the CCIT III STAR Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CCIT III STAR Permits. Neither CCIT III STAR nor any of the CCIT III STAR Subsidiaries has received any notice indicating, nor to the Knowledge of CCIT IIISTAR, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CCIT III STAR or the CCIT III STAR Subsidiaries or the CCIT III Properties that impairs the validity of any CCIT III STAR Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CCIT III STAR Permit, except where the impairment or revocation of any such CCIT III PermitsSTAR Permit, individually, or in the aggregate, would not reasonably be expected to have a CCIT III STAR Material Adverse Effect.
(b) Since January 1, 2018, neither CCIT III Neither STAR nor any CCIT III STAR Subsidiary is, and for the past three (3) years has been been, in conflict with, or in default or violation of, (i) any Law applicable to CCIT III STAR or any CCIT III STAR Subsidiary or by which any property or asset of CCIT III STAR or any CCIT III STAR Subsidiary is bound (except for compliance with Laws addressed in Section 4.105.10, Section 4.115.11, Section 4.13 5.13 and Section 4.16 5.14 which are solely addressed in those Sections) ), or (ii) any CCIT III STAR Permits (except for the CCIT III STAR Permits addressed in Section 4.115.10 or Section 5.11, which are solely addressed in that Sectionthose Sections), except, in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CCIT III STAR Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Steadfast Apartment REIT III, Inc.), Merger Agreement (Steadfast Apartment REIT, Inc.)
Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.10 and Section 4.11, which are addressed solely in that Sectionthose Sections, CCIT STAR III and each CCIT STAR III Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority (“Permits”) necessary for CCIT STAR III and each CCIT STAR III Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CCIT STAR III Permits”), and all such CCIT STAR III Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CCIT STAR III Permits, individually, or in the aggregate, would not reasonably be expected to have a CCIT STAR III Material Adverse Effect. CCIT STAR III has paid all fees and assessments due and payable, in each case, in connection with all such Permits Permits, except where failure to pay, individually or in the aggregate, pay would not reasonably be expected to have a CCIT STAR III Material Adverse Effect. No event has occurred with respect to any of the CCIT STAR III Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CCIT STAR III Permits. Neither CCIT STAR III nor any of the CCIT STAR III Subsidiaries has received any notice indicating, nor to the Knowledge of CCIT STAR III, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CCIT STAR III or the CCIT STAR III Subsidiaries or the CCIT III Properties that impairs the validity of any CCIT STAR III Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CCIT STAR III Permit, except where the impairment or revocation of any such CCIT STAR III Permits, individually, or in the aggregate, would not reasonably be expected to have a CCIT STAR III Material Adverse Effect.
(b) Since January 1, 2018, neither CCIT Neither STAR III nor any CCIT STAR III Subsidiary is, and for the past three (3) years has been been, in conflict with, or in default or violation of, (i) any Law applicable to CCIT STAR III or any CCIT STAR III Subsidiary or by which any property or asset of CCIT STAR III or any CCIT STAR III Subsidiary is bound (except for compliance with Laws addressed in Section 4.10, Section 4.11, Section 4.13 and Section 4.16 4.14 which are solely addressed in those Sections), or (ii) any STAR III Permits (except for STAR III Permits addressed in Section 4.10 or Section 4.11, which are solely addressed in those Sections) or (ii) any CCIT III Permits (except for the CCIT III Permits addressed in Section 4.11, which are solely addressed in that Section), except, in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CCIT STAR III Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Steadfast Apartment REIT III, Inc.), Merger Agreement (Steadfast Apartment REIT, Inc.)
Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.11, which are addressed solely in that Section, CCIT REIT III and each CCIT REIT III Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority (“Permits”) necessary for CCIT REIT III and each CCIT REIT III Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CCIT REIT III Permits”), and all such CCIT REIT III Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CCIT REIT III Permits, individually, or in the aggregate, would not reasonably be expected to have a CCIT III Material Adverse Effect. CCIT III has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay, individually or in the aggregate, would not reasonably be expected to have a CCIT REIT III Material Adverse Effect. No event has occurred with respect to any of the CCIT REIT III Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CCIT REIT III Permits. Neither CCIT III nor any of the CCIT III Subsidiaries has received any notice indicating, nor to To the Knowledge of CCIT REIT III, there is there not pending any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CCIT REIT III or the CCIT REIT III Subsidiaries or the CCIT III Properties that impairs the validity of any CCIT REIT III Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CCIT REIT III Permit, except where the impairment or revocation of any such CCIT REIT III PermitsPermit, individually, or in the aggregate, would not reasonably be expected to have a CCIT REIT III Material Adverse Effect.
(b) Since January 1, 2018, neither CCIT Neither REIT III nor any CCIT REIT III Subsidiary is, and for the past three years has been been, in conflict with, or in default or violation of, of (i) any Law applicable to CCIT REIT III or any CCIT REIT III Subsidiary or by which any property or asset of CCIT REIT III or any CCIT other REIT III Subsidiary is bound (except for compliance with Laws addressed in Section 4.10, Section 4.11, Section 4.13 and Section 4.16 4.13, which are solely addressed in those Sections) ), or (ii) any CCIT REIT III Permits (except for the CCIT III Permits addressed in Section 4.11, which are solely addressed in that Section)Permits, except, in each case, for any such conflicts, defaults or violations that have been cured, or that, individually or in the aggregate, would not reasonably be expected to have a CCIT REIT III Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Resource Apartment REIT III, Inc.), Merger Agreement (Resource Real Estate Opportunity REIT II, Inc.)
Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.11, which are addressed solely in that Section, CCIT III II and each CCIT III II Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority (“Permits”) necessary for CCIT III II and each CCIT III II Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CCIT III II Permits”), and all such CCIT III II Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CCIT III II Permits, individually, or in the aggregate, would not reasonably be expected to have a CCIT III II Material Adverse Effect. CCIT III II has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay, individually or in the aggregate, would not reasonably be expected to have a CCIT III II Material Adverse Effect. No event has occurred with respect to any of the CCIT III II Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CCIT III Permits. Neither CCIT III nor any of the CCIT III Subsidiaries has received any notice indicating, nor to the Knowledge of CCIT III, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CCIT III or the CCIT III Subsidiaries or the CCIT III Properties that impairs the validity of any CCIT III Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CCIT III Permit, except where the impairment or revocation of any such CCIT III Permits, individually, or in the aggregate, would not reasonably be expected to have a CCIT III Material Adverse Effect.24 \\DC - 769032/000001 - 15587362 v40
(b) Since January 1, 2018, neither CCIT III II nor any CCIT III II Subsidiary has been in conflict with, or in default or violation of, (i) any Law applicable to CCIT III II or any CCIT III II Subsidiary or by which any property or asset of CCIT III II or any CCIT III II Subsidiary is bound (except for compliance with Laws addressed in Section 4.10, Section 4.11, Section 4.13 and Section 4.16 which are solely addressed in those Sections) or (ii) any CCIT III II Permits (except for the CCIT III II Permits addressed in Section 4.11, which are solely addressed in that Section), except, in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CCIT III II Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Griffin Capital Essential Asset REIT, Inc.)
Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.11, which are addressed solely in that Section, CCIT XXXX III and each CCIT XXXX III Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority (“Permits”) necessary for CCIT XXXX III and each CCIT XXXX III Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CCIT XXXX III Permits”), and all such CCIT XXXX III Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CCIT XXXX III Permits, individually, or in the aggregate, would not reasonably be expected to have a CCIT III Material Adverse Effect. CCIT III has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay, individually or in the aggregate, would not reasonably be expected to have a CCIT XXXX III Material Adverse Effect. No event has occurred with respect to any of the CCIT XXXX III Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CCIT XXXX III Permits. Neither CCIT III nor any of the CCIT III Subsidiaries has received any notice indicating, nor to To the Knowledge of CCIT XXXX III, there is there not pending any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CCIT XXXX III or the CCIT XXXX III Subsidiaries or the CCIT III Properties that impairs the validity of any CCIT XXXX III Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CCIT XXXX III Permit, except where the impairment or revocation of any such CCIT XXXX III PermitsPermit, individually, or in the aggregate, would not reasonably be expected to have a CCIT XXXX III Material Adverse Effect.
(b) Since January 1, 2018, neither CCIT Neither XXXX III nor any CCIT XXXX III Subsidiary is, and for the past three years has been been, in conflict with, or in default or violation of, of (i) any Law applicable to CCIT XXXX III or any CCIT XXXX III Subsidiary or by which any property or asset of CCIT XXXX III or any CCIT other XXXX III Subsidiary is bound (except for compliance with Laws addressed in Section 4.10, Section 4.114.11 or Section 4.13, Section 4.13 and Section 4.16 which are solely addressed in those Sections) sections), or (ii) any CCIT XXXX III Permits (except for the CCIT III Permits addressed in Section 4.11, which are solely addressed in that Section)Permits, except, in each case, for any such conflicts, defaults or violations that have been cured, or that, individually or in the aggregate, would not reasonably be expected to have a CCIT XXXX III Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Griffin-American Healthcare REIT IV, Inc.)
Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.115.10 and Section 5.11, which are addressed solely in that Sectionthose Sections, CCIT III STAR and each CCIT III STAR Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority (“Permits”) Permits necessary for CCIT III STAR and each CCIT III STAR Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “CCIT III STAR Permits”), and all such CCIT III STAR Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the CCIT III STAR Permits, individually, individually or in the aggregate, would not reasonably be expected to have a CCIT III STAR Material Adverse Effect. CCIT III STAR has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay, individually or in the aggregate, pay would not reasonably be expected to have a CCIT III STAR Material Adverse Effect. No event has occurred with respect to any of the CCIT III STAR Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CCIT III STAR Permits. Neither CCIT III STAR nor any of the CCIT III STAR Subsidiaries has received any notice indicating, nor to the Knowledge of CCIT IIISTAR, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CCIT III STAR or the CCIT III STAR Subsidiaries or the CCIT III its Properties that impairs the validity of any CCIT III STAR Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CCIT III STAR Permit, except where the impairment or revocation of any such CCIT III STAR Permits, individually, or in the aggregate, would not reasonably be expected to have a CCIT III STAR Material Adverse Effect.
(b) Since January 1, 20182016, neither CCIT III STAR nor any CCIT III STAR Subsidiary has been in conflict with, or in default or violation of, of (i) any Law applicable to CCIT III STAR or any CCIT III STAR Subsidiary or by which any property or asset of CCIT III STAR or any CCIT III STAR Subsidiary is bound (except for compliance with Laws addressed in Section 4.105.10, Section 4.115.11, Section 4.13 5.13 and Section 4.16 5.14 which are solely addressed in those Sections) ), or (ii) any CCIT III STAR Permits (except for the CCIT III STAR Permits addressed in Section 4.115.10 or Section 5.11, which are solely addressed in that Sectionthose Sections), except, in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a CCIT III STAR Material Adverse Effect.
Appears in 1 contract