Examples of ZML REIT in a sentence
If the ZML REIT shall fail to undertake such defense within 30 days after such notice, or within such shorter time as may be reasonable under the circumstances, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of the ZML REIT.
Following the Merger, the separate corporate existence of each of the ZML REITs shall cease and the Company shall continue as the surviving corporation (the "Surviving Corporation") and shall succeed to and assume all the rights and obligations of each ZML REIT in accordance with the MGCL.
Since the date of this Agreement, there shall have been no Material Adverse Change as to any ZML REIT.
The Indemnified Party may at its option demand indemnity under this Article VI as soon as a claim has been threatened by a third party, regardless of whether any actual Losses have been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, Losses as a result thereof and shall give notice of such determination to the ZML REIT.
All outstanding shares of capital stock or shares of beneficial interest of the ZML REIT are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.
The ZML REIT has the requisite corporate or trust power and authority to enter into this Agreement and, including approval of this Agreement by the vote of the holders of such ZML REIT's ZML REIT Shares required to approve this Agreement and the transactions contemplated hereby (the "ZML REIT Shareholder Approvals"), to consummate the transactions contemplated by this Agreement to which the ZML REIT is a party.
The ZML REIT has delivered to the Company complete and correct copies of its Certificate of Incorporation or Declaration of Trust, as applicable, and Bylaws, each as amended to the date of this Agreement.
In the event of termination of this Agreement by any ZML REIT or the Company as provided in Section 7.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of any ZML REIT or the Company, other than Article VI and except to the extent that such termination results from a material breach by a party of any of its representations, warranties, covenants or agreements set forth in this Agreement.
The execution and delivery of this Agreement by the ZML REIT and the consummation by the ZML REIT of the transactions contemplated by this Agreement to which the ZML REIT is a party have been duly authorized by all necessary corporate or trust action on the part of the ZML REIT.
On the date of this Agreement, except as set forth on Schedule 3.1(b), no shares of capital stock or shares of beneficial interest or other voting securities of the ZML REIT were issued, reserved for issuance or outstanding.