MPT Parties definition
Examples of MPT Parties in a sentence
MPT and the other existing MPT Parties are in compliance in all material respects with every applicable Law, order, writ or decree, and to the Knowledge of MPT, no event has occurred or circumstance exists which (without notice or lapse of time) would result in any material noncompliance with any such Law, order, writ or decree which would have a Material Adverse Effect.
Other than commissions or other fees payable to employees or independent contractors of any existing MPT Party for which such MPT Parties shall be responsible, no Person is or will be entitled to any brokerage, finder’s or other fee, commission or payment in connection with or as a result of the transactions contemplated by this Agreement based upon arrangements made by or on behalf of MPT or any other existing MPT Party.
Each of the MPT Parties has all requisite limited liability company power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party, and to perform their respective obligations hereunder and thereunder.
The provisions of this Section 10.3 shall be in addition to any rights or remedies of the MPT Parties provided in Article XIII hereof, and shall survive any termination of this Agreement for a period concurrent with the survival period of any indemnification obligations of the respective Unrelated Sellers under the Real Estate Contracts.
None of the MPT Parties is classified to be taxed as a corporation for U.S. federal, state or local income tax purposes.
Each of the MPT Parties is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and each has all requisite limited liability company power and authority to own, operate and lease its properties and to carry on its respective business as currently conducted.
No Person is or will become entitled, by reason of any agreement or arrangement entered into or made by or on behalf of the MPT Parties or their Affiliates, to receive any commission, brokerage, finder’s fee or other similar compensation from the the MPT Parties or their Affiliates in connection with the consummation of the Transactions.
Notwithstanding the foregoing, nothing in this Section 10.16 shall in any way limit or modify (x) any Financing Sources’ obligations to the MPT Parties under the Debt Commitment Letter or any obligation of any Financing Source to MPT Parties, or (y) any obligations of ▇▇▇▇▇▇▇, Merger Sub or their Affiliates under or pursuant to the Merger Agreement.
The MPT Parties acknowledge and agree that the MPT Parties have completed their due diligence of the Owned Real Property and the Acquired Assets as of the Effective Date.
The MPT Parties shall provide (or cause to be provided) to the IASIS Parties information and documentation as shall be reasonably requested by the IASIS Parties for purposes of monitoring the progress of the financing activities.