Examples of Xxxxx Oxford in a sentence
At the time of the Closing, the Company shall grant to the Collateral Agent for the benefit of the Purchasers a first lien, priority security interest in the Equity Interests it owns or at any time hereafter acquires in Xxxxx Oxford and all proceeds thereof by executing and delivering the Pledge Agreement.
The Company will not and will not permit Xxxxx Oxford, any Xxxxx Oxford Entity or any Xxxxx Oxford Subsidiary to engage in any material line of business substantially different from those lines of business currently conducted by the Company, Xxxxx Oxford, such Xxxxx Oxford Entity or such Xxxxx Oxford Subsidiary on the date hereof or any business substantially related or incidental or ancillary thereto.
As of the Closing, Xxxxx Oxford directly or indirectly owns all of the outstanding Equity Interests in each Xxxxx Oxford Subsidiary listed on Schedule 5.3. All of the outstanding Equity Interests of Xxxxx Oxford owned by the Company have been validly issued, are fully paid and non-assessable and are owned by the Company free and clear of any Lien that is prohibited by this Agreement.
As of the date of this agreement and at all times thereafter while any portion of any Note remains outstanding, Xxxxx Oxford will hold real property (within the meaning of Treasury Regulation section 1.856-3(d)).
Each Xxxxx Oxford Subsidiary has good and marketable title to the Specified Property listed opposite its name on Schedule 5.3, in each case free and clear of Liens prohibited by this Agreement, except for those defects in title that, individually or in the aggregate, would not have a Material Adverse Effect.
Xxxxx Oxford has good title to, and is the record and beneficial owner of, directly or indirectly, all Equity Interests in each Xxxxx Oxford Subsidiary.
The Company has authorized the issue of $534,127,075 aggregate principal amount of its 5.2% Secured Mezzanine Notes due January 31, 2024 (the “Notes”) in exchange for the Equity Interests in Xxxxx Oxford described on Schedule 2.
The Company shall deliver to such Purchaser executed counterparts of the limited partnership agreement of Xxxxx Oxford, which shall permit the Collateral Agent or a purchaser at a foreclosure sale to, pursuant to the remedies available to each such Person under the Pledge Agreement, be admitted to Xxxxx Oxford as a partner during an Event of Default hereunder.
Xxxxx Oxford, each Xxxxx Oxford Entity and each Xxxxx Oxford Subsidiary has the corporate, limited partnership, limited liability company or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.
Each Purchaser shall transfer to the Company ownership in the Transferred Interests, and the Company shall be admitted to Xxxxx Oxford as a partner.