The Operating Partnership. To induce the Advisor to enter into this Advisory Agreement, the Operating Partnership hereby represents and warrants that:
(a) The Operating Partnership is a Delaware limited partnership, duly organized, validly existing and in good standing under the laws of the State of Delaware with all requisite power and authority and all material licenses, permits and authorizations necessary to carry out the transactions contemplated by this Advisory Agreement.
(b) The Operating Partnership’s execution, delivery and performance of this Advisory Agreement has been duly authorized. This Advisory Agreement constitutes the valid and binding obligation of the Operating Partnership, enforceable against the Operating Partnership in accordance with its terms. The Operating Partnership’s execution and delivery of this Advisory Agreement and its fulfillment of and compliance with the respective terms hereof do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the assets of the Operating Partnership pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of or (vi) require any authorization, consent, approval, exception or other action by or notice to any court or administrative or governmental body pursuant to, the Operating Partnership Agreement or any law, statute, rule or regulation to which the Operating Partnership is subject, or any agreement, instrument, order, judgment or decree by which the Operating Partnership is bound, in any such case in a manner that would have a material adverse effect on the ability of the Operating Partnership to perform any of its obligations under this Advisory Agreement.
The Operating Partnership. The Operating Partnership is and has been at all times classified as a partnership or disregarded entity, and not as an association or partnership taxable as a corporation, for federal income tax purposes.
The Operating Partnership. The GC Net Lease REIT Operating Partnership, L.P.
The Operating Partnership. The Company intends to operate its business through the Operating Partnership. The Company will own a number of units of limited partnership interest in the Operating Partnership designated as Common Shares pursuant to the Operating Partnership Agreement equal to the number of Common Shares of the Company outstanding at any time. In the event that the Company issues Shares, the Company shall contribute the net proceeds raised in connection with such issuance to the Operating Partnership and receive a number of units of limited partnership interest in the Operating Partnership equal to the number of Shares issued by the Company with designations, preferences and other rights, all such that the economic interests of such units of limited partnership interest in the Operating Partnership shall be substantially similar to the designations, preferences and other rights of the Shares so issued by the Company.
The Operating Partnership. Within 3 business days after the Effective Date, the Contributor shall (i) deliver to the Operating Partnership due diligence documents as requested by the Operating Partnership (the “Due Diligence Documents”). The Operating Partnership shall have until 11:59 pm EST on the date which is 21 days following the later of (i) the Effective Date or (ii) the date which the Operating Partnership receives the Due Diligence Documents requested by the Operating Partnership on or before August 28, 2020 (the “Due Diligence Period”) to review the Due Diligence Documents. During the Due Diligence Period, the Operating Partnership may cancel this Agreement for any reason or no reason by delivering a cancellation notice to the Contributor and Closing Agent on or before the expiration of the Due Diligence Period and the Xxxxxxx Money shall be immediately returned in full to the Operating Partnership and neither party shall have any further duties or obligations to the other hereunder (except for any obligation expressly surviving the termination of this Agreement). If the Operating Partnership does not notify the Contributor and Closing Agent in writing, signed only by Xxxxxx X. Xxxxxx or Xxxxx X. Xxxxxx, on or before the expiration of the Due Diligence Period that the Operating Partnership is satisfied with the Due Diligence Period (the “Satisfaction Notice”), the Operating Partnership will be deemed to have exercised its right of termination and this Agreement will terminate and the Xxxxxxx Money shall be immediately returned in full to the Operating Partnership and neither party shall have any further duties or obligations hereunder (except for any obligation expressly surviving the termination of this Agreement). Notwithstanding anything herein to the contrary, if, after the end of the Due Diligence Period, any new matters arise which were not disclosed in the Due Diligence Documents and such matters materially or adversely affect the Property or render incomplete or inaccurate any of the Due Diligence Documents or if any new matters appear on updates to the Preliminary Title Report (an “Adverse Change”), the Operating Partnership shall have 5 business days from notice of the Adverse Change (the “Adverse Change Review Period”) to review and to accept or reject the Adverse Change. The Operating Partnership may cancel this Agreement during the Adverse Change Review Period if any Adverse Change is not acceptable to the Operating Partnership. If this Agreement is so termina...
The Operating Partnership. Each of the REIT and the Operating Partnership hereby represents and warrants to each Contributor, severally as to itself, as follows:
The Operating Partnership. S TRANSFER OF THE REAL PROPERTY TO THE SUBSIDIARY TRUST AND TRANSFER OF THE SUBSIDIARY TRUST TO THE PARTNERSHIP AND FFPMC
2.1 Transfer of the Operating Partnership's Real Property to the Subsidiary Trust. Subject to the terms and provisions of this Agreement, the Operating Partnership is transferring, assigning, and conveying to the Subsidiary Trust, its successors and assigns, as the initial capital contribution to the Subsidiary Trust, all its right, title and interest in the Real Property, in exchange for the issuance by the Subsidiary Trust to the Operating Partnership of 1,000 common shares of the Subsidiary Trust.
The Operating Partnership. The GP Interests issued and outstanding immediately prior to the Partnership Merger Effective Time shall cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.
The Operating Partnership. (i) is a limited partnership duly organized and validly existing under the laws of the State of Delaware; (ii) has all requisite power, and has all material governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted; and (iii) is qualified to do business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified would not have a Material Adverse Effect on the Operating Partnership.
The Operating Partnership. It shall be a condition precedent to Xxxxxx'x and Penn Square's obligations under this Agreement that at Closing (or such other times as may be specified below) the Operating Partnership shall have delivered or caused to be delivered to Xxxxxx the following, each in form and substance reasonably acceptable to Xxxxxx and its counsel and in addition to the deliveries required under the Master Investment Agreement:
