Preliminary Actions Sample Clauses
The Preliminary Actions clause outlines the initial steps or requirements that must be completed before the main obligations of an agreement commence. This may include tasks such as obtaining necessary permits, providing documentation, or fulfilling certain conditions precedent. By clearly specifying these early actions, the clause ensures that all parties are adequately prepared and that the contract can proceed smoothly, reducing the risk of delays or misunderstandings at the outset.
Preliminary Actions. Prior to the execution and delivery of this Agreement, the following actions were taken:
(a) GOV was organized as a Maryland real estate investment trust on or about February 17, 2009;
(b) HRPT contributed $5,000,000, in cash, to the capital of GOV on or about February 17, 2009 and an additional $1,766,000, in cash, to the capital of GOV on or about April 24, 2009;
(c) HRPT advanced $6,015,000 on behalf of GOV to pay certain GOV Expenses related to the offering of GOV Common Shares on or about April 24, 2009;
(d) GOV LLC was organized as a Delaware limited liability company on or about March 23, 2009;
(e) each of the Property Owners transferred and conveyed all its right, title and interest in and to all of the land more particularly described in Schedule 1.1(40) that is identified in said Schedule as being owned by such Entity, together with any appurtenances thereto and any buildings, structures or other improvements thereon and all other Property Assets with respect thereto, to GOV LLC and GOV LLC assumed and agreed to timely pay, perform, observe and discharge all Liabilities, whether arising before or after the date of transfer and which are agreed to be GOV Liabilities for purposes of Section 5.2(b);
(f) THE PROPERTY ASSETS WERE TRANSFERRED AND CONVEYED “AS IS, WHERE IS”, WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED (INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF TITLE, OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE);
(g) GOV and GOV LLC entered into the Credit Facility;
(h) the Board of Trustees of GOV declared a distribution payable to HRPT, as GOV’s sole shareholder, in the amount of $250 million, which was paid on or about April 24, 2009;
(i) GOV filed the GOV Registration Statement and the Registration Statement became effective under the Securities Act on June 2, 2009;
(j) GOV has applied for listing of the GOV Common Shares for trading on the New York Stock Exchange;
(k) prior to the Effective Date, the Board of Trustees of GOV declared a distribution to HRPT, as GOV’s sole shareholder, payable at the commencement of business on the Effective Date (and prior to the time HRPT ceases to be GOV’s sole shareholder) of all current assets (excluding any cash representing a portion of the contributions referred to in Section 2.1(b) or Proceeds), subject to all current Liabilities (excluding the advance referred to in Section 2.1(c) or any Liability representing repayment of principal under the Credit Facility) all as determin...
Preliminary Actions. Prior to the date of this Agreement, the following occurred:
(a) HPT entered into the TCA Merger Agreement with TCA, Oak Hill and HPT Merger Sub;
(b) HPT caused:
(1) HPT Trust Landlord to be formed as a Maryland real estate investment trust and a wholly owned direct subsidiary of HPT;
(2) HPT LLC Landlord to be formed as a Maryland limited liability company and a wholly owned direct subsidiary of HPT Trust Landlord;
(3) TCA LLC to be formed as a Delaware limited liability company and a wholly owned direct subsidiary of HPT;
(4) TCA Tenant to be formed as a Delaware limited liability company and a wholly owned direct subsidiary of TCA LLC; and
(5) HPT Merger Sub to be formed as a Delaware corporation and a wholly owned direct subsidiary of HPT;
(c) HPT contributed all of the issued and outstanding shares of common stock of HPT Merger Sub to TCA LLC and then contributed all of the issued and outstanding membership interests of TCA LLC to HPT Trust Landlord;
(d) TCA LLC filed the TCA LLC Registration Statement with the SEC;
(e) The HPT Board of Trustees (or an authorized committee thereof) approved the execution and delivery of this Agreement and the transactions contemplated herein; and
(f) TCA LLC's Board of Directors approved the execution and delivery of this Agreement and the transactions contemplated hereby.
Preliminary Actions. Prior to the execution and delivery of this Agreement, the following actions were taken:
(a) SIR was organized as a Maryland real estate investment trust on or about December 19, 2011;
(b) CWH advanced funds on behalf of SIR to pay certain SIR Expenses related to the offering of SIR Common Shares;
(c) REIT Sub1 and REIT Sub2 were organized as Maryland real estate investment trusts on or about February 8, 2012;
Preliminary Actions. 11 2.2 Actions Prior to TCA Closing Date..............................................................12 2.3 Actions Occurring on the TCA Closing Date......................................................12 2.4 Capitalization of TCA LLC......................................................................14 SECTION 3 POST-DISTRIBUTION RIGHTS, OPTIONS AND COVENANTS..................................................................15 3.1 Right of First Refusal re: Certain Real Estate Investments.....................................15 3.2 Right of First Refusal re: Travel Center Facilities............................................16 3.3 Options re: Travel Center Business Assets......................................................16 3.4
Preliminary Actions. Subject to the terms and conditions set forth in this Agreement, prior to the consummation of the Exchange, the following actions shall be taken:
Preliminary Actions. Prior to the execution and delivery of this Agreement, the following actions were taken:
(a) SIR was organized as a Maryland real estate investment trust on December 19, 2011;
(b) ILPT was organized as a Maryland real estate investment trust on September 15, 2017;
(c) (i) On September 29, 2017, prior to the transactions described in Section 2.1(d), each of the Entities listed on Schedule 2.1(c)(i) as a Distributing Owner (the “Distributing Owners”) assigned, transferred and conveyed all its right, title and interest in and to the Property more particularly described in Schedule 2.1(c)(i) with respect to such Distributing Owner, together with all Related Assets (such Property and Related Assets, the “Distributed Assets”), to the Subsidiary of SIR identified on such schedule, and such Subsidiary of SIR assumed and agreed to timely pay, perform, observe and discharge all Liabilities arising out of or related to the Distributed Assets, whether arising before or after the date of transfer; and
Preliminary Actions. Educational Assistants who will not be available for employment in the next school year shall endeavour to provide the Manager of Human Resources Services with written notice on or before April of the prior school year. On or before the last school day in the school year the School Board shall determine the permanent Educational Assistant staffing for each Board school for the following September. On or before the last school day in the school year the School Board shall place the permanent Educational Assistants returning from leaves for the following September. On or before the last school day in the school year the School Board shall endeavour to place any permanent Educational Assistant who has requested a transfer in accordance with the Transfer Register procedure for the following September. On or before the last school day in the school year the School Board shall identify any school which has permanent Educational surplus to the required staffing for that school for the following September. Renfrew County Catholic /COPE Collective Agreement On or before the last school day in the School Board shall determine the vacancies in permanent Educational Assistant positions for the following September and list the vacancies on the Vacancy List. The Surplus to School Process shall be completed prior to the last school day in June and shall deal only with surplus to school situations and vacancies which are known prior to the commencement of the process. Where it is necessary to reduce the full time equivalent complement of Educational Assistants in the school for the beginning of a school year the Educational Assistant or Educational Assistants in the school with the least seniority in accordance with the Seniority List (Clause 15.03) shall be declared “surplus to school” provided that the Educational Assistants remaining at the school have the qualifications, ability and willingness to meet the needs of the students at that school.
Preliminary Actions. CAPITALIZATION OF FIVE STAR; DISTRIBUTION AND MERGER
Preliminary Actions. (a) Prior to the execution and delivery of this Agreement, the following actions were taken:
(A) Five Star was organized as a Maryland corporation, and SHOPCO HOLDINGS, INC., a Delaware corporation, merged with and into Five Star; and
(B) FSQ (formerly known as "Five Star Quality Care, Inc.") changed its name to "FSQ, Inc.", and each of the Existing Property Subtenants changed their names as indicated in SECTION 1.1(36).
(b) Prior to the capitalization of Five Star and the Distribution Date, Five Star will:
(A) organize the Existing Properties Holding Company and the CSL Property Subtenants (other than FS Tenant Pool II Trust [New Loan properties] and FS Leisure Park Tenant Trust [Leisure Park]) (see SCHEDULE 2.1(b)(A));
(B) contribute its interest in the Existing Property Subtenants to the Existing Properties Holding Company (see SCHEDULE 2.1(B)(B)); and
(C) organize Merger Sub as a Delaware corporation (see SCHEDULE 2.1(b)(B)).
Preliminary Actions. Prior to the Execution Date, Legacy HS formed New Hearthstone as a new limited liability company named “Hearthstone Residential Holdings, LLC”, organized under the Laws of the State of Delaware, qualified to conduct business in California and being wholly-owned and controlled by Legacy HS. On or prior to the Closing Date, Legacy HS, ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ 2000 Trust (“MP Revocable Trust”) and, if and when applicable, the other ▇▇▇▇▇▇ Parties, shall have caused Legacy HS and MP Revocable Trust to contribute, convey, transfer, assign and deliver to New Hearthstone (A) pursuant to and in accordance with transfer documents in the forms attached hereto as Exhibit F, all of the Transferred Assets, in each case free and clear of any Encumbrances (other than any Permitted Encumbrances) and, in exchange therefor, New Hearthstone shall have issued a number of Class A Units to Legacy HS (the “HS Formation Class A Units”), the Closing Class B Units to Legacy HS (the “HS Formation Class B Units”) and a number of Class A Units to MP Revocable Trust (the “MP Revocable Trust Formation Class A Units”) in each case as set forth on Annex 1 as the same shall be updated with the consent of the Parties to reflect the final agreed upon fair market value of the contributions of Legacy HS and MP Revocable Trust provided that the sum of the HS Formation Class A Units and the MP Revocable Trust Formation Class A Units shall in all cases total 75,000 Class A Units and (B) an amount, in U.S. Dollars and immediately available funds, such that, immediately after closing New Hearthstone will have unrestricted cash in an amount, after taking into account any and all then outstanding current liabilities of New Hearthstone, equal to the sum of the Target Working Capital Cash and the Net Receipts (as shown in the Estimated Receipts Statement).