Owner Organizational Documents definition

Owner Organizational Documents means limited partnership and limited liability company agreements governing each Owner and General Partner, which have previously been delivered to Purchaser and good standing certificates with respect to each Owner and General Partner to be delivered after the Effective Date.
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Owner Organizational Documents means limited partnership and limited liability company agreements governing each Owner, General Partner, Charlotte Mezz Borrower and Charlotte Mezz General Partner which have previously been delivered to Purchaser and good standing certificates with respect to each Owner, General Partner, Charlotte Mezz Borrower and Charlotte Mezz General Partner to be delivered after the Effective Date.
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Owner Organizational Documents means limited partnership and limited liability company agreements governing each Owner and General Partner, which have previously been delivered to Purchaser and good standing certificates with respect to each Owner and General Partner to be delivered after the Effective Date. “Partnership” is defined in the Recitals to this Agreement. “Partnership Agreement” is defined in the Recitals to this Agreement. “Party” or “Parties” means, individually or collectively, as the case may be, Seller and Purchaser, and their respective permitted successors and assigns. “Permitted Exceptions” mean such exceptions to title to a Contributed Property (i) that are contained in any title commitment or pro forma title policy delivered to Purchaser on or prior to the Effective Date (ii) that are not Material Title Exceptions or (iii) that 4 Purchaser has accepted or is deemed to have accepted as provided in Section 5.3 of this Agreement. “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other legal entity. “Personal Property” means, as to each Contributed Property, all tangible property owned by the Owner now or on the Closing Date and used in conjunction with the operation, maintenance, ownership and/or occupancy of the Real Property including without limitation: furniture; furnishings; art work; sculptures; paintings; office equipment and supplies; landscaping; plants; lawn equipment; and whether stored on or off the Real Property, tools and supplies, maintenance equipment, materials and supplies used in the operation of the Real Property, shelving and partitions, and any construction and finish materials and supplies not incorporated into the improvements and held for repairs and replacements thereto, wherever located. “Purchaser” means (i) DK, in respect of any time prior to Closing (including, without limitation, for purposes of Purchaser’s representations and warranties set forth in Section 3.5) and (ii) the Partnership, in respect of any time at or after Closing. “Purchase and Sale Agreement” means that certain Purchase and Sale Agreement, dated of even date herewith, by and among Lexington Realty Trust, a Maryland real estate investment trust, Lepercq Corporate Income Fund L.P., a Delaware limited partnership, and DK. “Purchase and Sale Agreement II” means that certain Purchase and Sale ...
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Examples of Owner Organizational Documents in a sentence

  • The copies of the Owner Organizational Documents delivered to the Purchaser prior to the Effective Date are true, correct and complete copies and no amendments thereto, oral or written, have been filed, executed or made.

  • The execution and delivery of amended or amended and restated (as applicable) limited liability company and limited partnership agreements of each General Partner and each Owner, the form and substance of which shall be mutually agreed to the Parties and shall comply with the requirements of the Loan Documents and any conditions to amend or amend and restate set forth in the existing Owner Organizational Documents.

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  • The execution and delivery of amended or amended and restated (as applicable) limited liability company and limited partnership agreements of each General Partner, Charlotte Mezz Borrower, Charlotte Mezz General Partner and each Owner, the form and substance of which shall be mutually agreed to the Parties and shall comply with the requirements of the Existing Loan Documents, the Loan Documents and any conditions to amend or amend and restate set forth in the existing Owner Organizational Documents.

  • The Target owns such interests free and clear of any lien, security interest or other Encumbrance, other than those expressly set forth in the Owner Organizational Documents or the Summit TRS Organizational Documents.

  • The Property Owner Organizational Documents are in full force and effect; true, correct, and complete copies of all of the Property Owner Organizational Documents have been furnished or made available to Purchaser as part of the Due Diligence Materials; and the Property Owner Organizational Documents are the only agreements or instruments governing the formation, ownership, and existence of the Property Owner.

  • Property Owner Organizational Documents ------------------------------------------ .

  • Exhibit J attached hereto contains a true, accurate and complete list of the Target Organizational Documents, the Summit TRS Organizational Documents, and the Owner Organizational Documents.

  • The Group 3 Project Owner Organizational Documents (after giving effect to amendments executed in connection with the Closing and effective as of the Closing Date) are the only instruments or agreements currently governing the formation and governance of the Group 3 Project Owners and their organizational operations.

  • All of the membership interests in the Property Owner have been duly authorized and are validly issued, fully-paid, non-assessable, and free of any pre-emptive rights and were not issued in violation of the Property Owner Organizational Documents, applicable laws or any preemptive or other, similar rights.


More Definitions of Owner Organizational Documents

Owner Organizational Documents means the certificates of formation, certificates of limited partnership, certificates of conversion, certificates of merger and limited partnership and limited liability company agreements governing each Holdco Subsidiary, each Owner and each General Partner, as applicable, which have previously been delivered to Purchaser, and good standing certificates with respect to each Owner (from each jurisdiction in which an Owner was formed and each jurisdiction in which the Property owned by such Owner is located), each General Partner (from each jurisdiction in which a General Partner was formed) and each Holdco Subsidiary (from each jurisdiction in which a Holdco Subsidiary was formed) to be delivered on or after the Effective Date.
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Owner Organizational Documents shall have the meaning set forth in Section 2.1.1.
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Owner Organizational Documents means the Owner Certificates, Owner Company Agreements and other documents listed on Exhibit J attached hereto.
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Related to Owner Organizational Documents

  • New Organizational Documents means the documents providing for corporate governance of New Valaris Holdco and the Reorganized Debtors, including charters, bylaws, operating agreements, or other organizational documents or shareholders’ agreements, as applicable, consistent with section 1123(a)(6) of the Bankruptcy Code (as applicable).

  • Parent Organizational Documents means the certificate of incorporation, bylaws (or equivalent organizational or governing documents), and other organizational or governing documents, agreements or arrangements, each as amended to date, of each of Parent and Acquisition Sub.

  • Company Organizational Documents means the certificate of incorporation and bylaws (or the equivalent organizational documents) of the Company and its Subsidiaries as in effect on the date of this Agreement.

  • Organizational Documents means (a) with respect to a corporation, the charter, articles or certificate of incorporation, as applicable, and bylaws thereof, (b) with respect to a limited liability company, the certificate of formation or organization, as applicable, and the operating or limited liability company agreement thereof, (c) with respect to a partnership, the certificate of formation and the partnership agreement, and (d) with respect to any other Person the organizational, constituent and/or governing documents and/or instruments of such Person.

  • Organizational Document means (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) operating agreement, limited liability company agreement, or similar document governing a limited liability company; (c) any charter or similar document adopted or filed in connection with the creation, formation, or organization of a Person; and (d) any amendment to any of the foregoing.

  • Constitutional Documents means, with respect to a particular legal entity, the articles of incorporation, certificate of incorporation, formation or registration (including, if applicable, certificates of change of name), memorandum of association, articles of association, bylaws, articles of organization, limited liability company agreement, trust deed, trust instrument, operating agreement, joint venture agreement, business license, or similar or other constitutive, governing, or charter documents, or equivalent documents, of such entity.

  • Constituent Documents means with respect to any Person, as applicable, such Person’s certificate of incorporation, articles of incorporation, by-laws, certificate of formation, articles of organization, limited liability company agreement, management agreement, operating agreement, shareholder agreement, partnership agreement or similar document or agreement governing such Person’s existence, organization or management or concerning disposition of ownership interests of such Person or voting rights among such Person’s owners.

  • Governing Documents means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other organizational documents of such Person.

  • Constitutive Documents means the Trust Deed or such other documents as defined in the Regulations.

  • Member organization means any individual, corporation, limited liability company, partnership, or association that belongs to an association.

  • Material Documents has the meaning set forth in Section 5.23.

  • Governing Document means any charter, articles, bylaws, certificate, statement, statutes or similar document adopted, filed or registered in connection with the creation, formation or organization of an entity, and any Contract among all equityholders, partners or members of an entity.

  • Constituent organization means an organization that is party to a merger.

  • Company Governing Documents means the Company Bylaws and the Company Certificate.

  • Certificate of organization means the certificate required by section 489.201. The term includes the certificate as amended or restated.

  • ADR Organization means The American Arbitration Association or, if The American Arbitration Association no longer exists or if its ADR Rules would no longer permit mediation or arbitration, as applicable, of the dispute, another nationally recognized mediation or arbitration organization selected by the Sponsor.

  • Subscriber organization means any for-profit or nonprofit entity that owns or operates one or more

  • Charter Documents means, with respect to any Person, the certificate or articles of incorporation or organization, memoranda of association, by-laws or operating agreement, and other organizational or governing documents of such Person.

  • Formation means a body of rock characterized by a degree of lithologic homogeneity which is prevailingly, but not necessarily, tabular and is mappable on the earth's surface or traceable in the subsurface.

  • Governing Instruments means, with regard to any entity, the articles of incorporation and bylaws in the case of a corporation, certificate of limited partnership (if applicable) and the partnership agreement in the case of a general or limited partnership, the articles of formation and the operating agreement in the case of a limited liability company, the trust instrument in the case of a trust, or similar governing documents, in each case as amended from time to time.

  • Company Charter Documents means the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement.

  • Business organization means an individual, partnership, association, joint stock company, trust, corporation or other legal business entity or successor thereof.

  • Parent organization means the Insured Organization first named in Item I of the Declarations.

  • Procurement organization means an eye bank, organ procurement organization, or tissue bank.

  • Constating Documents means, with respect to any Person, its articles and/or certificate of incorporation, amendment, amalgamation or continuance, memorandum of association, charter, by-laws, declaration of trust and other constating documents (in the case of a trust), partnership agreement, limited liability company agreement or other similar document, and all unanimous shareholder agreements, other shareholder agreements, voting trust agreements and similar arrangements applicable to the Person’s Equity Interests, all as in effect from time to time.

  • Foreign organization means an organization created under laws other than the laws of this state for a purpose for which an organization may be created under the laws of this state.