Contributed Entities Sample Clauses
The "Contributed Entities" clause defines which entities, such as subsidiaries, affiliates, or specific business units, are being included or transferred as part of a transaction. It typically outlines the names or descriptions of these entities and may specify the assets, liabilities, or operations associated with them. By clearly identifying the entities involved, this clause ensures there is no ambiguity about what is being contributed, thereby preventing disputes and facilitating a smooth transfer or integration process.
Contributed Entities. (1) Section 4.03(e) of the Constellation OP Disclosure Letter sets forth a true, correct and complete list of all of the Contributed Entities, together with (i) the jurisdiction of organization of each Contributed Entity, (ii) the type of and percentage of voting, equity, profits, capital and other beneficial interest held, directly or indirectly, by Constellation OP or RED REIT, as applicable, in and to each Contributed Entity, (iii) the names of and the type of and percentage of voting, equity, profits, capital and other beneficial interest held by any person other than a Constellation Party or one of their Subsidiaries in each Contributed Entity, and (iv) the classification for U.S. federal income tax purposes of each Contributed Entity.
(2) Constellation OP has previously made available to the Other Parties true and correct copies of (i) all Organizational Documents of each Contributed Entity and (ii) all documents effectuating the Pre-Signing Constellation Internal Transfers.
(3) The documents effectuating the Pre-Signing Constellation Internal Transfers are legal, valid, binding and enforceable in accordance with their respective terms, and are in full force and effect, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law).
Contributed Entities. (a) The FC Parties have delivered or made available to the Presidential Parties true, correct and complete copies of the Organizational Documents of each of the FC Parties and the Contributed Entities.
(b) The FC Parties have delivered or made available to the Presidential Parties true, correct and complete copies of all the notes, mortgages, deeds of trust, security agreements, UCC filings, guaranties and all other documents and agreements in any way related to the Permitted Liens.
(c) The FC Parties have delivered or made available to the Presidential Parties true, correct and complete copies of annual financial statements, including, without limitation, balance sheets, income statements and statements of cash flow for the Contributed Entities prepared in conformance with prepared utilizing consistently applied accounting principles (collectively, the “Financial Statements”).
(d) The Contributed Entities have no liabilities other than (i) the Permitted Liens, (ii) in connection with future performance obligations under any operating agreement disclosed to the Presidential Parties, or (iii) those liabilities that will be satisfied at the Closing pursuant to this Agreement.
(e) Since the formation of the Contributed Entities, each of their sole business is and has been to own (directly or indirectly) one or more of the Contributed Properties and matters relating thereto.
Contributed Entities. (i) Each of the Contributing Parties have delivered or made available to FCRE OP and FCRE true, correct and complete copies of the Organizational Documents of each of Holdings, Station Member and CS 65 Owner (each a “Contributed Entity” and collectively, the “Contributed Entities”).
(ii) Each of the Contributing Parties have delivered or made available to FCRE OP and FCRE true, correct and complete copies of all the notes, mortgages, deeds of trust, security agreements, UCC filings, guaranties and all other documents and agreements in any way related to the Loan (collectively, the “Loan Documents”).
(iii) Each of the Contributing Parties have delivered or made available to FCRE OP and FCRE true, correct and complete copies of annual financial statements, including, without limitation, balance sheets, income statements and statements of cash flow for Holdings for each of the past two (2) calendar years (2013 and 2014) prepared in conformance with GAAP and an internally prepared financial statement for the eleven (11) months ended November 30, 2015 prepared utilizing consistently applied accounting principles (collectively, the “Financial Statements”) and Holdings and the T-9 Project have no liabilities or contingent obligations which have not been properly disclosed on the Financial Statements.
(iv) Holdings has no liabilities other than (i) Permitted Liens, (ii) in connection with future performance obligations under any Operating Agreements disclosed to FCRE OP and FCRE, or (iii) those liabilities that will be satisfied at the Closing pursuant to this Agreement.
(v) Since the formation of Holdings, its sole business is and has been to own (directly or indirectly) one or more of the Contributed Properties and matters relating thereto.
Contributed Entities. Each Contributed Entity is a limited liability company duly organized, validly existing and in good standing under the Laws of the state of its formation and is qualified to transact business in each state where the Properties are located. Each Contributed Entity has all requisite power and authority to own, lease, operate and develop its properties and assets (including, without limitation, each Property that such Contributed Entity owns) and to carry on its business as it is presently being conducted. No Contributed Entity is in violation of, in conflict with, or in default under any of its Organizational Documents. Each Contributed Entity is duly qualified or licensed to do business and in good standing in each jurisdiction in which the nature of its business or the ownership of its properties makes such qualification or licensing necessary.
Contributed Entities. Membership interest in Central Valley Gas Station Development, LLC, a Delaware limited liability company, representing 75% of the membership interests in such entity.
Contributed Entities. Recitals
Contributed Entities. (a) Anything herein to the contrary notwithstanding, during the period in which a BellSouth Member is allocated Depreciation or Built-In Gain or Loss with respect to a "Contributed Entity" pursuant to the second sentence of Section 9.1(d)(i) of this Agreement, Manager shall not, without the written consent of BellSouth (which consent shall not be unreasonably withheld), take any action, including, but not limited to, causing a dissolution of such Contributed Entity, that would cause an adjustment to the basis of the property owned by such Contributed Entity. Solely for purposes of this Section 5.5(a), a "Contributed Entity" shall mean Orlando SMSA Limited Partnership, a Delaware limited partnership, or AB Cellular Holding, LLC, a Delaware limited liability company, and this Section 5.5(a) shall apply separately to each such Contributed Entity.