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.
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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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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...
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.
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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 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 generally accepted accounting principles and classified as such on the consolidated balance sheet of the Borrower and its Subsidiaries.

  • Capitalization of the Company and its Subsidiaries The -------------------------------------------------- authorized capital stock of the Company consists of (i) 150,000,000 Shares of which, as of February 19, 1999, 56,419,890 Shares were issued and outstanding and (ii) 20,000,000 shares of Preferred Stock, par value of $0.01 per share, of which, as of February 19, 1999, no shares were issued and outstanding. All outstanding shares of capital stock of the Company have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of February 19, 1999, Employee Options to purchase an aggregate of 6,569,342 Shares were outstanding and the weighted average exercise price of such Employee Options was $14.21 per Share. Except as set forth above or in Schedule 4.2, and except as a result of the exercise of Employee Options outstanding as of February 26, 1999, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company, and no obligation of the Company to issue, deliver or sell 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, "phantom" stock rights, stock appreciation rights, performance shares, interests in the ownership or earnings of the Company or other similar rights issued by the Company (collectively, "Company Securities"). Except as set ------------------- forth in Schedule 4.2 or as contemplated by this Agreement or the Stockholders Agreement, there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth in Schedule 4.2, each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth in Schedule 4.2, there are no existing options, ----- calls or commitments of any character relating to the issued or unissued capital stock or other securities of any subsidiary of the Company. Except as set forth in Schedule 4.2, and the Stockholders Agreement, there are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound with respect to the voting of any shares of capital stock of the Company or any of its subsidiaries or with respect to the registration of the offering, sale or delivery of any shares of capital stock of the Company or any of its subsidiaries under the Securities Act. There are not any bonds, debentures, notes or other indebtedness of the Company or its subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote ("Voting Company Debt"). -------------------

  • 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 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.

  • Consolidated Tangible Net Worth (i) The net worth of Seller and its consolidated subsidiaries, on a combined basis, determined in accordance with GAAP, minus (ii) all intangibles determined in accordance with GAAP (including goodwill, capitalized financing costs and capitalized administration costs but excluding originated and purchased mortgage servicing rights or retained residual securities) and any and all advances to, investments in and receivables held from affiliates; provided, however, that the non-cash effect (gain or loss) of any xxxx-to-market adjustments made directly to stockholders’ equity for fluctuation of the value of financial instruments as mandated under the Statement of Financial Accounting Standards No. 133 (or any successor statement) shall be excluded from the calculation of Consolidated Tangible Net Worth.

  • Consolidated Net Income The consolidated net income of the Borrowers after deduction of all expenses, taxes, and other proper charges, determined in accordance with GAAP.

  • Consolidated Corporate Franchises The Borrower will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

  • Consolidated With reference to any term defined herein, that term as applied to the accounts of a Person and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

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