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.
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 Subsidiary Entity, Property, Property Entity or Contributed Entity.
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.
The Seller hereby consents to the transfer of, and waives any rights of first refusal, right of first offer, buy-sell agreements, put, option or similar parallel or dissenter rights or similar rights afforded to the Seller under the Governing Agreements or otherwise with respect to any equity ownership interest in any Property Entity or Property or any other company or property being sold or transferred to the REIT by the Seller.
In addition to the Consideration set forth on Exhibit A hereto, Contributors shall be entitled to receive in cash, at Closing or shortly thereafter, Contributors’ pro rata share (based on Contributors’ 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 Contributors own an interest.
No Act of Bankruptcy has occurred with respect to the Seller or any Property Entity.
The Seller shall cause each Property Entity to prepare and timely file all Tax Returns (other than amended Tax Returns) of each such Property Entity for any Pre-Closing Tax Periods, and the Seller shall remit or cause to be remitted any Taxes due in respect of such Pre-Closing Tax Periods.
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.