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.
As of the date hereof, there is no action, suit or proceeding pending or, to the Principals’ Knowledge, threatened against any Existing Entity or Existing Management Entity or any of their Subsidiaries which challenges or impairs the ability of the Existing Entity, Existing Management Entity or any of their Subsidiaries to execute, deliver or perform its obligations under any of the Consolidation Transaction Documents or to consummate the transactions contemplated hereby and thereby.
No Existing Entity or Subsidiary has received any written notice of any pending or threatened proceedings for the rezoning (i.e., as opposed to the current zoning) of any Real Property or any portion thereof which would substantially and materially impair the current or proposed use thereof.
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.
Each Existing Entity or Subsidiary is the owner of the fee simple estate (or, in the case of certain Real Properties, the leasehold estate or a co-tenancy) to the Real Property identified in Section 1.7 of the Disclosure Letter as being owned by such Existing Entity or Subsidiary, in each case free and clear of all Liens except for Permitted Liens.
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.
Each Existing Entity, Management Entity and Subsidiary has conducted their respective businesses and maintained their properties in compliance with all applicable Laws, except for such failures that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
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.
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.
No bankruptcy or similar insolvency proceeding has been filed, or is currently contemplated, with respect to any Existing Entity, Existing Management Entity or Subsidiary.