CVOP II definition
Examples of CVOP II in a sentence
Any (a) Subsidiary of the Borrower that owns Real Estate and is not an Excluded Subsidiary, (b) Subsidiary of the Borrower which is a guarantor of or is otherwise liable with respect to any other Unsecured Debt of the Borrower or any of its Subsidiaries, or (c) any Subsidiary of the Borrower which owns a direct interest in either CVOP II, or from and after the Merger, CVOP I.
CVOP II is a Delaware limited partnership duly organized pursuant to its certificate of limited partnership filed with the Delaware Secretary of State, and is validly existing and in good standing under the laws of Delaware.
Any Real Estate of a Wholly Owned Subsidiary of Borrower, CVOP II or, from and after the Merger, CVOP I which is not at the time included in the Pool and which consists of (i) Eligible Real Estate, or (ii) Real Estate which is capable of becoming Eligible Real Estate through the approval of the Agent, and the completion and delivery of Eligible Real Estate Qualification Documents.
Distributions from any Subsidiary of CVOP I or CVOP II to CVOP I or CVOP II shall be excluded from this definition.
The Agreement and Plan of Merger dated April 11, 2019, by and among Borrower, CVOP I, CVOP II, Xxxxxx Validus Mission Critical REIT, Inc., a Maryland corporation and NewCo, as may be amended or modified with the prior written consent of Agent.
That certain Amended and Restated Advisory Agreement, dated June 10, 2014, by and among Advisor, CVOP II and Borrower, as amended and restated by that certain Third Amended and Restated Advisory Agreement dated as of April 11, 2019, but not intended to be effective until the consummation of the Merger, and as may further be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.
Neither the Borrower, CVOP II nor, from and after the Merger, CVOP I shall replace the Advisor or terminate the Advisory Agreement without the prior written consent of the Agent (which shall not be unreasonably withheld).
In addition, Borrower shall deliver to Agent appraisals reasonably satisfactory to Agent setting forth the as-is value of Stabilized Properties owned by Borrower, CVOP II, from and after the Merger, CVOP I, and their respective Subsidiaries not included in the calculation of Pool Availability but which are included in the calculation of Gross Asset Value (provided that Borrower shall not be required to obtain new appraisals with respect to such properties described in this sentence).
The structure of Borrower, CVOP II and the targets acquired pursuant to such transactions contemplated by the Merger Agreement shall be as set forth on Schedule 1.4 attached hereto.
CVOP I and CVOP II shall continue to own directly or indirectly one hundred percent (100%) of their respective Subsidiary Guarantors.