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. The current Consolidated Entities are depicted on Exhibit H hereto. 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. 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.
Sample 1
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. 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. As of the Agreement Date, all the --------------------- Consolidated Entities andUnconsolidated Entities of the Borrower are identified on Schedules 5 and 3, respectively, attached hereto. -----------------
Sample 1
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.
Sample 1
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Related to Consolidated Entities

  • Consolidated Group Seller (A) has not been a member of an affiliated group within the meaning of Code Section 1504(a) (or any similar group defined under a similar provision of state, local or foreign law) and (B) has no liability for Taxes of any person (other than Seller and its Subsidiaries) under Treas. Reg. sect. 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor by contract or otherwise.

  • 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 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.

  • Ownership; Subsidiaries All Equity Interests in the Credit Parties are owned as set forth in Schedule 4.6. Borrower has no Subsidiaries other than as set forth in Schedule 4.6. Except as has been disclosed to the Lender in Schedule 4.6, there are no outstanding subscription agreements, membership interest or share purchase agreements, warrants, or options for any Equity Interests in Borrower. Allseas and Phoenix are, directly or indirectly, wholly-owned subsidiaries of Holding Company and Affiliates of Borrower.

  • Equity Ownership; Subsidiaries All issued and outstanding Capital Securities of each Loan Party are duly authorized and validly issued, fully paid, non-assessable, and (except with respect to the Company) free and clear of all Liens, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Schedule 9.8 sets forth the authorized Capital Securities of each Loan Party as of the Closing Date. All of the issued and outstanding Capital Securities of each Wholly-Owned Subsidiary is, directly or indirectly, owned by the Company and is set forth on Schedule 9.8. Except for certain Dormant Entities, the Company has no Subsidiaries that are not Wholly-Owned Subsidiaries. As of the Closing Date, except as set forth on Schedule 9.8, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities of any Loan Party.

  • Consolidated Total Liabilities All liabilities of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles.

  • Ownership of the Operating Subsidiaries Except as described in the Disclosure Package and the Final Prospectus, the Partnership indirectly owns the respective percentages of the outstanding capital stock, membership interests or partnership interests, as the case may be, of each of the Operating Subsidiaries set forth on Schedule II; all such capital stock, membership interests and partnership interests have been duly authorized and validly issued in accordance with the certificate of incorporation and bylaws, in the case of a corporation, certificate of formation and limited liability company agreement, in the case of a limited liability company, certificate of limited partnership and limited partnership agreement, in the case of a limited partnership, or partnership agreement, in the case of a general partnership, of each Operating Subsidiary (collectively, the “Operating Subsidiaries Operative Documents”) and (other than the general partnership interest in Xxxxxxx Pipeline Company, a Michigan general partnership (“Xxxxxxx Pipeline”)) are fully paid (to the extent required in 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 any other applicable state of organization’s statutes); 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. The owners of the Operating Subsidiaries own all such capital stock, membership interests and partnership interests listed on Schedule II free and clear of all Liens (except (i) restrictions on transferability as set forth in the Operating Subsidiaries Operative Documents or described in the Disclosure Package and Final Prospectus and (ii) Liens created pursuant to the Credit Agreement).

  • Capitalization of the Company and its Subsidiaries (a) The authorized capital stock of the Company consists of: (i) 250,000,000 Shares, of which 70,218,397 Shares were issued and outstanding and 3,052 shares of which were held in the Company's treasury, in each case, as of the close of business on May 21, 1999, and (ii) 10,000,000 shares of preferred stock, par value $.001 per share, no shares of which are outstanding. All of the issued and outstanding Shares have been validly issued, and are duly authorized, fully paid, non-assessable and free of preemptive rights. As of May 21, 1999, 5,176,485 Shares were issuable pursuant to awards that have been granted under the Directors Restricted Stock Plan, the Option Plan and the Directors' Option Plan. Except for the Company Rights and as set forth above, as of the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries, and no obligations of the Company or its subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (including stock appreciation rights) (collectively, "Company Securities"). There are no outstanding obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or to which it is bound relating to the voting of any shares of capital stock of the Company.

  • Consolidated Net Worth Borrower will at the end of each fiscal quarter maintain Consolidated Net Worth in an amount of not less than the sum of (i) $625,000,000 plus (ii) fifty percent (50%) of the aggregate Consolidated Net Income, if positive, for the period beginning January 1, 2005 and ending on the last day of such fiscal quarter.

  • Consolidated Total Assets All assets of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP.

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