Existing Entity definition
Examples of Existing Entity in a sentence
By executing this agreement, the undersigned and CSA hereby consent and vote in favor of (i) the participation by the applicable Existing Entity and CSA in the Consolidation Transaction, as described herein or in the Confidential Offering Memorandum, and (ii) the Organizational Document Amendments, as described in the Confidential Offering Memorandum.
To the Principals’ Knowledge, no Existing Entity, Existing Management Entity or Subsidiary or any third party has taken any action that (or failed to take any action the omission of which) would result in the revocation of any such notice, license, permit, certificate or authorization where such revocation or revocations would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
No bankruptcy or similar insolvency proceeding has been filed, or is currently contemplated, with respect to any Existing Entity, Existing Management Entity or Subsidiary.
The requisite consent of the Participants in each Existing Entity and the equity holders in each Existing Management Entity to approve the Consolidation Transaction is as set forth in Schedule 1.12 (the “Requisite Consent”).
Any such fee, commission or payment due from an Existing Entity to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or an affiliate will be excluded from the assets and liabilities consolidated in the Consolidation Transaction and will not be the obligation of the Company, the Operating Partnership or any of their Affiliates.
To the Principals’ Knowledge, no Existing Entity, Existing Management Entity or Subsidiary has received from any insurance company any written notices of cancellation or intent to cancel any insurance which remain outstanding.
All issued and outstanding equity interests of such Existing Entity and Existing Management Entity are validly issued and, to the Principals’ Knowledge, are not subject to preemptive rights, or appraisal, dissenters or similar rights.
There are no outstanding rights to purchase, subscriptions, warrants, options or any other security convertible into or exchangeable for equity interests in any Existing Entity, any Existing Management Entity or any of their respective Subsidiaries.
Each applicable Existing Entity, Existing Management Entity or Subsidiary has in place the public liability, casualty and other insurance coverage with respect to each Real Property as the Principals reasonably deem necessary, including in all cases, such coverage as is required under the terms of any Continuing Loan or ground or operating lease.
All such returns and reports are accurate and complete in all material respects, and each Existing Entity, Existing Management Entity and Subsidiary has paid (or had paid on its behalf) all Taxes as required to be paid by it, and no deficiencies for any Taxes have been proposed, asserted or assessed in writing against any Existing Entity, Existing Management Entity or Subsidiary, and no requests for waivers of the time to assess any such Taxes are pending.