Property Entity definition
Examples of Property Entity in a sentence
All necessary approvals and consents of governmental and private parties, including, without limitation, all ground lessors, tenants, other parties to service contracts, lenders and ratings agencies, partners, members or stockholders of any Contributed Entity, Property Entity or their subsidiaries, to effect the transactions contemplated by this Agreement, shall have been obtained.
There shall have not occurred between the date hereof and the Closing Date any material adverse change with respect to any of the Contributed Interests or any material adverse change in any of the assets, business, condition (financial or otherwise), results of operation or prospects of any Subsidiary Entity, Property, Property Entity or Contributed Entity.
Contributor and the Operating Partnership acknowledge and agree that, from and after the Closing (as defined herein), Contributor shall no longer be a member, partner, stockholder or equity owner, or, if applicable, managing member or general partner, of any Contributed Entity, Subsidiary Entity or Property Entity and shall have no rights or benefits under any Governing Agreement.
In addition to the Consideration set forth on Exhibit A hereto, Contributor shall be entitled to receive in cash, at Closing or shortly thereafter, Contributor’s pro rata share (based on Contributor’s direct or indirect ownership interest in each Property Entity) of any tenant improvement, leasing commission and replacement reserves held by lenders with respect to each Property in which Contributor owns an interest.
There shall have not occurred between the date hereof and the Closing Date any material adverse change with respect to any of the Contributed Interests or any material adverse change in any of the assets, business, condition (financial or otherwise), results of operation or prospects of any Property, any Property Entity or any Contributed Entity.
Contracts and leases entered into after the Petition Date by any Debtor, including any Executory Contracts and Unexpired Leases assumed by such Debtor, will be performed by the applicable Debtor liable thereunder in the ordinary course of its business (and will be vested in the applicable Reorganized Debtor or New Property Entity).
Each such director and officer shall serve from and after the Effective Date pursuant to the terms of the applicable New Corporate Governance Documents, OpCo Organizational Documents, New Property Entity Organizational Documents, and other constituent documents of the Reorganized Debtors and the New Property Entities.
There are no rights to purchase, subscriptions, warrants, options, conversion rights or preemptive rights relating to the Interests or any equity interest in any Property Entity that will be in effect as of the Closing.
Each consent or approval required under any Governing Agreement (as defined herein), contract or agreement of any Property Entity, or among the partners, members or stockholders of any Property Entity, relating to indebtedness or otherwise, necessary for the execution, delivery and performance of this Agreement and the contribution, acquisition and transfer of the Interests has been obtained or will be obtained on or before the Closing Date.
All necessary approvals and consents, if any, of governmental and private parties, including, without limitation, all ground lessors, tenants, other parties to service contracts, lenders and ratings agencies, partners, members or stockholders of any Property Entity, if any, to effect the transactions contemplated by this Agreement, shall have been obtained.