Consolidated Entities Sample Clauses

Consolidated Entities. Each of the Consolidated Entities is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or formation, has all requisite power and authority, licenses, permits, and authorizations necessary to own Property and to carry on its business as now being conducted, and is qualified to do business in every jurisdiction required by law, except in those instances where the failure to be so qualified or to obtain such licenses, permits, and authorizations does not have a material adverse effect on such Consolidated Entity.
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Consolidated Entities. As of the Initial Borrowing Date, neither the Borrower nor any of its Consolidated Entities has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Borrower or any of its Consolidated Entities, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Consolidated Entities not to be subject to the normally applicable statute of limitations. Neither the Borrower nor any of its Consolidated Entities have provided, with respect to themselves or property held by them, any consent under Section 341 of the Code. Neither the Borrower nor any of its Consolidated Entities have incurred, or will incur, any material tax liability in connection with the Transaction and the other transactions contemplated hereby.
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Consolidated Entities. Schedule 5.7(a) sets forth, as of the Closing Date, all of the Consolidated Entities, including Group and Advisors, and as to each Consolidated Entity other than the Managing Member, the direct holders of all Capital Stock of such Consolidated Entities and such holders’ percentage ownership interest. Schedule 5.7(b) sets forth the names, as of the Closing Date, of all Investment Funds and Intermediate Entities.
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Consolidated Entities. 41 Section 4.14 No Material Misstatements................................... 41 Section 4.15 Solvency.................................................... 42 Section 4.16 Regulation U................................................ 42 Section 4.17 Filings..................................................... 42 Section 4.18 Title, Etc.................................................. 42 Section 4.19 Investment Company Act...................................... 42 Section 4.20 Personal Holding Company.................................... 43 Section 4.21
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Consolidated Entities. Carriage Avenue, LLC Cousins Real Estate Corporation Cousins Aircraft Associates, LLC Cousins/Xxxxx II, LLC Cousins/Xxxxxx, LLC Cousins, Inc. Cousins Properties Waterview LLC Cedar Grove Lakes, LLC Cousins Development, Inc. Cousins Real Estate Development Inc. Pine Mountain Ventures, LLC New Land Realty, LLC Cousins MarketCenters, Inc. Cousins Properties Services LLC CP Venture Three LLC CREC Property Holdings LLC Cousins Condominium Development, LLC C/W King Mill I, LLC 905 Juniper Venture, LLC King Mill Project I, LLC Cousins King Mill, LLC Cousins Jefferson Mill, LLC 3280 Peachtree I LLC Cousins Properties Palisades, LLC IPC Investments LLC Cousins San Xxxx MarketCenter LLC Avenue Xxxx Xxx LLC CPI 191 LLC Ridgewalk Funding LLC 615 Peachtree LLC CCD Juniper LLC Sono Renaissance, LLC Cousins Murfreesboro LLC CP Lakeside 20 GP, LLC CP Lakeside Land GP, LLC CP Texas Industrial, LLC CP Sandy Springs LLC Avenue Forsyth LLC Xxxxxxx Lakes, LLC CREC La Frontera LLC CP Venture Six LLC CS Lakeside Land Limited, LLLP Schedule 5.13 56718230_5 CS Lakeside 20 Limited, LLLP XXX 00 Xxxxxxxx Xxxxx, LLC One Ninety One Peachtree Associates, LLC Xxxxxxx Xxxxxxx Springs MarketCenter LLC C/W Jefferson Mill I, LLC Jefferson Mill Project I LLC IPC Investments II LLC 3280 Peachtree III LLC 1230 Peachtree Associates LLC CUZWAT Investments, LLC Cousins CPV Holdings LLC Cousins CPV Holdings II LLC X X Xxxxxxxxx LLC 000 Xxxxxxxx Xxxxxx LLC 000 Xxxxxxxx Xxxxxx Manager, Inc. Avenue Ridgewalk LLC Xxxxxxx XX GP Inc. Xxxxxxx XX Investments X.X. Xxxxxxx Xxxxxxx City LLC Cousins Research Park V LLC CP-Forsyth Investments LLC XX-Xxxxxxx Springs Investments LLC CPI Development Inc. Meridian Xxxx Plaza, LLC Terminus 200, LLC 50 Biscayne Venture, LLC Cousins/Callaway, LLC Callaway Gardens Realty, LLC Cousins/Xxxx CCHR LLC Cousins/Xxxx CFHOF LLC Glenmore Garden Villas, LLC Handy Road Associates, LLC Xxxxx Village LLC CP Venture LLC CF Murfreesboro Associates CP Venture IV Holdings LLC Cousins Terminus LLC (fka MSREF/Cousins Terminus 200 LLC) CP 2100 Xxxx LLC Cousins POC I LLC Cousins 3rd & Colorado LLC Cousins La Frontera LLC Cousins 000 Xxxx Xxxxxx LLC Cousins 816 Congress LLC Cousins Greenway Central Plant LLC Cousins Greenway East Parent LLC Cousins Greenway Edloe Parking LLC Cousins Greenway Eight LLC Cousins Greenway Eight Twelve LLC Cousins Greenway Nine LLC Schedule 5.13 56718230_5 Cousins Greenway West First Parent LLC Cousins Greenway West Parent LLC Cousins Greenway West Parking LLC C...
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Consolidated Entities. As of the Agreement Date, all the --------------------- Consolidated Entities andUnconsolidated Entities of the Borrower are identified on Schedules 5 and 3, respectively, attached hereto. -----------------
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Related to Consolidated Entities

  • No Unconsolidated Entities There are no transactions, arrangements or other relationships between and/or among the Company, any of its affiliates (as such term is defined in Rule 405 of the Securities Act) and any unconsolidated entity, including, but not limited to, any structure finance, special purpose or limited purpose entity that could reasonably be expected to materially affect the Company’s liquidity or the availability of or requirements for its capital resources required to be described in the Pricing Disclosure Package and the Prospectus or a document incorporated by reference therein which have not been described as required.

  • Subsidiaries All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

  • Consolidated Total Liabilities All liabilities of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP and classified as such on the consolidated balance sheet of the Borrower and its Subsidiaries and all other Indebtedness of the Borrower and its Subsidiaries, whether or not so classified.

  • Ownership of the Operating Subsidiaries The Partnership directly or indirectly owns the respective percentages of the outstanding capital stock, membership interests or partnership interests, as the case may be, of each Operating Subsidiary as set forth on Schedule II to this Agreement; all such capital stock, membership interests or partnership interests have been duly authorized and validly issued in accordance with the respective Operating Subsidiaries Operative Documents and, in the case of a corporation, limited partnership or general partnership (except with respect to Xxxxxxx Pipeline Company) are fully paid (to the extent required under the applicable Operating Subsidiaries Operative Documents) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act or Sections 17-303, 17-607 and 17-804 of the Delaware LP Act, as the case may be, or any corollary provision of the statutes of any other applicable state of organization); and, in the case of a limited liability company, each of the owners of such membership interest is not required to make any further payments for its purchase of such membership interest, will not be required to make any contributions to an Operating Subsidiary solely by reason of its ownership of such membership interest or its status as a member of such Operating Subsidiary, and have no personal liability for the debts, obligations, and liabilities of such Operating Subsidiary, whether arising in contract, tort or otherwise, solely by reason of being a member of such Operating Subsidiary, except in each case as provided in the applicable Operating Subsidiaries Operative Documents and except for its obligation to repay any funds wrongfully distributed to it as provided in Sections 18-607 and 18-804 of the Delaware LLC Act.

  • Capitalization of the Company and its Subsidiaries (a) As of the date hereof, the authorized stock of the Company consists of 15,000,000 Shares, of which, as of May 31, 1999, 8,005,802 Shares were issued and outstanding, and 1,000,000 shares of preferred stock, par value $0.001 per share, no shares of which are outstanding. All of the outstanding Shares have been validly issued and are fully paid, nonassessable and free of preemptive rights. As of May 31, 1999, approximately 1,182,210 Shares were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Company Option Plans referred to in Section 2.10. Between May 31, 1999 and the date hereof, no shares of the Company's stock have been issued other than pursuant to Company Stock Options, and between May 31, 1999 and the date hereof no stock options have been granted. Except as set forth above and in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries and, except as described in the Company SEC Reports (defined herein), no obligations of the Company or its subsidiaries to issue any stock, voting securities or securities convertible into or exchangeable for stock or voting securities of the Company, (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights, and (vi) the Rights (collectively "Company Securities"). As of the date hereof, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or registration of any shares of stock of the Company.

  • Consolidated Net Worth The Borrowers shall not permit Consolidated Net Worth, calculated as of the last day of any fiscal quarter, to be less than the sum of (A) $3,672,200,000 and (B) an amount equal to 50% of the net cash proceeds received from the issuance and sale of Equity Interests of AHL or any Subsidiary after the date of this Agreement (other than the issuance to a Borrower or any Subsidiary).

  • Consolidated Fixed Charges On any date of determination, the sum of (a) Consolidated Interest Expense for the period of two (2) fiscal quarters most recently ended annualized (both expensed and capitalized), plus (b) all of the principal due and payable and principal paid with respect to Indebtedness of REIT, the Borrower and their respective Subsidiaries during such period, other than any balloon, bullet or similar principal payment which repays such Indebtedness in full and any voluntary full or partial prepayments prior to stated maturity thereof, plus (c) all Preferred Distributions paid during such period, plus (d) the principal payment on any Capital Lease Obligations. Such Person’s Equity Percentage in the fixed charges referred to above of its Unconsolidated Affiliates and Subsidiaries of Borrower that are not Wholly Owned Subsidiaries shall be included (without duplication) in the determination of Consolidated Fixed Charges.

  • Parent Subsidiaries Parent has no direct or indirect Subsidiaries or participations in joint ventures or other entities, and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated, other than Merger Sub. Merger Sub has no assets or properties of any kind, does not now conduct and has never conducted any business, and has and will have at the Closing no obligations or liabilities of any nature whatsoever, except for such obligations as are imposed under this Agreement. Merger Sub is an entity that has been formed solely for the purpose of engaging in the Transactions.

  • Consolidated Interest Expense On any date of determination, without duplication, (a) total Interest Expense of REIT, the Borrower and their respective Subsidiaries determined on a Consolidated basis in accordance with GAAP for the period of two (2) fiscal quarters most recently ended annualized, plus (b) such Person’s Equity Percentage of Interest Expense of its Unconsolidated Affiliates and Subsidiaries of Borrower that are not Wholly Owned Subsidiaries for such period. Consolidated Tangible Net Worth. The amount by which Gross Asset Value exceeds Consolidated Total Indebtedness.

  • Consolidated Capital Expenditures Company shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures (other than a Permitted Equity Contribution Capex) in any Fiscal Year indicated below, in an aggregate amount in excess of the corresponding amount (the “Maximum Consolidated Capital Expenditures Amount”) set forth below opposite such Fiscal Year; provided that the Maximum Consolidated Capital Expenditures Amount for any Fiscal Year shall be increased by an amount equal to the excess, if any, (but in no event more than $6,000,000) of the Maximum Consolidated Capital Expenditures Amount for the previous Fiscal Year (as adjusted in accordance with this proviso) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year; provided, further that in no event shall the amount of such increase exceed 50% of the Maximum Consolidated Capital Expenditures Amount for such previous Fiscal Year: Fiscal Year Maximum Consolidated Capital Expenditures 2005 $10,000,000 2006 $12,000,000 2007 $12,000,000 2008 $12,000,000 2009 $12,000,000 2010 $15,000,000 2011 $16,000,000”