Starwood Properties Sample Clauses

Starwood Properties. 29 (p) Opinion of Financial Advisor................................................... 31 (q) State Takeover Statutes........................................................ 31 (r) 1940 Act....................................................................... 31 (s) Proxy Statement and Registration Statement..................................... 31 (t) Vote Required.................................................................. 32 (u) Year 2000 Issues............................................................... 32

Starwood Properties. (i) Starwood or a Starwood Subsidiary owns fee simple title to or has a valid leasehold interest in, each of the real properties reflected on the most recent balance sheet of Starwood included in the Starwood Filed SEC Documents or as identified in Section 3.2(o) of the Starwood Disclosure Letter (the "Starwood Properties"), which are all of the real estate properties owned or leased by them, free and clear of liens, mortgages or deeds of trust, claims against title, charges which are liens, security interests or other encumbrances on title, any rights of way, written agreements or reservations of an interest in title ("Starwood Encumbrances") except for (a) debt or other liabilities identified on Section 3.1(m)(ii) of the Starwood Disclosure Letter, (b) inchoate liens imposed for construction work in progress, (c) mechanics', workmen's and repairmen's liens (other than inchoate liens for work in progress) which have heretofore been bonded over or which, individually or in the aggregate, are not reasonably expected to result in a Starwood Material Adverse Effect or the discharge of which is the responsibility of a lessee of the applicable Starwood Property, (d) Taxes not yet due and payable or which are being contested in good faith with adequate reserves as required by GAAP, (e) leases entered into in the ordinary course of Starwood's business and subleases under such leases as tenants only with no options to purchase except as listed on Section 3.2(o) of the Starwood Disclosure Letter, (f) matters affecting title to multi-tenant office real estate a portion of which has been leased to Starwood or a Starwood Subsidiary, as tenants, primarily for office purposes (each such lease, a "Starwood Office Space Leases") and (g) other Starwood Encumbrances, if any, which, individually or in the aggregate, would not, individually or in the aggregate, reasonably be expected to result in a Starwood Material Adverse Effect;