Examples of Existing Entity in a sentence
By executing this agreement, the undersigned and CSA hereby consent and vote in favor of (i) the participation by the applicable Existing Entity and CSA in the Consolidation Transaction, as described herein or in the Confidential Offering Memorandum, and (ii) the Organizational Document Amendments, as described in the Confidential Offering Memorandum.
Each Existing Entity, Management Entity and Subsidiary has conducted their respective businesses and maintained their properties in compliance with all applicable Laws, except for such failures that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
There is no action, suit or proceeding pending or, to the Principals’ Knowledge, threatened against any Existing Entity, Existing Management Entity or Subsidiary which, if adversely determined, would, individually or together with all such other actions, reasonably be expected to have a Material Adverse Effect.
All such returns and reports are accurate and complete in all material respects, and each Existing Entity, Existing Management Entity and Subsidiary has paid (or had paid on its behalf) all Taxes as required to be paid by it, and no deficiencies for any Taxes have been proposed, asserted or assessed in writing against any Existing Entity, Existing Management Entity or Subsidiary, and no requests for waivers of the time to assess any such Taxes are pending.
Each applicable Existing Entity, Existing Management Entity or Subsidiary has in place the public liability, casualty and other insurance coverage with respect to each Real Property as the Principals reasonably deem necessary, including in all cases, such coverage as is required under the terms of any Continuing Loan or ground or operating lease.
No Existing Entity or Subsidiary has received any written notice of any pending or threatened proceedings for the rezoning (i.e., as opposed to the current zoning) of any Real Property or any portion thereof which would substantially and materially impair the current or proposed use thereof.
Any such fee, commission or payment due from an Existing Entity to Xxxxxx Xxxxxxxx or an affiliate will be excluded from the assets and liabilities consolidated in the Consolidation Transaction and will not be the obligation of the Company, the Operating Partnership or any of their Affiliates.
Each such Existing Entity and Existing Management Entity, to the extent required under applicable Laws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its Real Properties make such qualification necessary, other than such failures to be so qualified as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
To the Principals’ Knowledge, no Existing Entity, Existing Management Entity or Subsidiary or any third party has taken any action that (or failed to take any action the omission of which) would result in the revocation of any such notice, license, permit, certificate or authorization where such revocation or revocations would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
The execution, delivery and performance by each Existing Entity and Existing Management Entity of each agreement or document contemplated by this Agreement to which it is a party has been duly and validly authorized by all necessary actions required of such Existing Entity and Existing Management Entity.