Subsidiary Owners definition
Examples of Subsidiary Owners in a sentence
As of the Closing Date, Schedule 4.24 contains a true, accurate and complete list of all Real Estate Assets owned or leased by the Borrowers and the Subsidiary Owners and the nature of the interest therein; provided that nothing herein shall prejudice any Borrower’s right to reject or assume and assign its interest in any lease, sublease, or assignment of leases.
Owner and the Subsidiary Owners (defined below) wish to retain Manager to manage and coordinate the leasing of the real estate properties acquired by Owner and the Subsidiary Owners, and the Manager wishes to be so retained, all under the terms and conditions set forth in this Management Agreement.
In addition, with respect to the Subsidiary Owners, the Borrowers shall use best efforts to obtain and deliver to Lender an aged report listing current accounts receivable and current accounts payable on each Variance Report Date, and in any event the Borrowers shall deliver to Lender (or cause to be delivered to Lender) such aged report listing current accounts receivable and current accounts payable no less often than once per calendar month.
All of the equity interests of each Company Subsidiary have been duly authorized, are validly issued, fully paid and nonassessable and as of the date of this Agreement all of such equity interests are collectively owned by the Subsidiary Owners and the Company, free and clear of all Liens, excepting only such restrictions upon transfer, if any, as may be imposed by Applicable Law.
Neither Borrower nor any Subsidiary Borrower is an obligor under any Indebtedness other than (a) the Obligations under the Loan Documents, (b) the Subsidiary Owner Indebtedness and (c) the Indebtedness of the Subsidiary Owners with respect to the ordinary course operation of their respective Hotel Properties and which is permitted under the applicable Subsidiary Loan Agreements.
Effective as of immediately prior to the Closing, and contingent only upon the Closing and payment by Parent or the Purchaser of the Company Subsidiary Purchase Amounts on behalf of the Company to the Subsidiary Owners pursuant to the Subsidiary Purchase Agreements, the Company will own all of the issued and outstanding equity interests of each Company Subsidiary.
Owner and the Subsidiary Owners wish to retain Manager to manage and coordinate the leasing of the real estate properties acquired by Owner and the Subsidiary Owners, and the Manager wishes to be so retained, all under the terms and conditions set forth in this Eleventh Amendment and the Agreement.
Each of the Borrowers and the Subsidiary Owners have, in each applicable case, (i) good record and marketable title to (in the case of fee interests in real property) and (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), all material properties and assets owned by or leased to the Borrowers and/or the Subsidiary Owners (as applicable), subject only to Liens permitted by Section 6.2.
Other than any amendments to, or terminations and replacements of, the Hilton Franchise Agreements, which amendments and replacements shall be in substantially the form of Exhibit G, each Borrower shall not, and shall cause its Subsidiary Owners to not, amend, modify, terminate or waive any material rights or obligations under, any Material Property Agreement, without the prior written consent of the Requisite Lenders or as contemplated in the Restructuring Support Agreement.
Borrower and the applicable Subsidiary Owners shall have received the consent of each applicable franchisor and each hotel property manager for each Hotel Property whose consent is required for the commencement of the Chapter 11 Cases and the consummation of the transactions contemplated by the Loan Documents (including, without limitation, the realization upon any Collateral by Agent or any Lender and the consummation of the Common Stock Conversion), as applicable, as set forth on Schedule 3.1(w).