Intermediate Entities Sample Clauses
The Intermediate Entities clause defines how entities that are not direct parties to the agreement, but are involved in the contractual relationship, are treated under the contract. This clause typically clarifies the rights, obligations, or limitations that apply to subsidiaries, affiliates, or other third parties acting on behalf of or in connection with the main contracting parties. For example, it may specify whether such entities can benefit from the contract’s terms or are subject to its restrictions. Its core function is to ensure clarity regarding the involvement of these related entities, preventing disputes about who is covered or bound by the agreement.
Intermediate Entities. The Borrower shall not form or acquire any intermediate entity unless: (i) Borrower has provided prior written notice of the same, (ii) such intermediate entity has executed and delivered security documents and corporate documents similar to those delivered by the Borrower on the Effective Date (with appropriate modifications to account for structural differences, including cascading pledges, if applicable) and (iii) Borrower has delivered a replacement Schedule 1.01(e) including description of the Governing Agreement of such intermediate entity.
Intermediate Entities.
(a) The Managing Member may, without the consent of the Members, cause the Fund to hold certain investments directly or indirectly through one or more holding entities, including, without limitation, (i) REIT Subsidiaries and/or (ii) one or more limited liability companies or limited partnerships (together with any REIT Subsidiary, “Intermediate Entities”), in each case, owned together by the Fund, any Parallel Fund, any Alternative Investment Vehicles and other investment vehicles (excluding for this purpose de minimis holdings by preferred holders at the REIT level). The Managing Member and/or its Affiliates may, in its discretion, at any time withdraw all or a portion of its investment in any entity comprising the Fund, any Parallel Fund, any Alternative Investment Vehicles and any Intermediate Entities to facilitate its investment in any other Intermediate Entity and, in connection therewith, take any other necessary action to consummate the foregoing. With respect to any Intermediate Entity, the Managing Member shall not take any action which is materially inconsistent with the terms and provisions of this Agreement.
(b) Each Member agrees that if the Fund forms a REIT Subsidiary, the Managing Member may impose limits on the ownership and transfer of interests (in addition to the other restrictions set forth in this Agreement) (and may impose remedies for violations of any such ownership and/or transfer limitations), and require any Member, as a precondition to actually or constructively owning any interests in excess of such limitations, to make such representations and covenants, in each case as are determined in good faith by the Managing Member to be necessary or desirable for the REIT Subsidiary to maintain its status as a REIT under the Code. The Managing Member may, without the consent of any other Person (including any Member), amend this Agreement as necessary or appropriate to give effect to the intent of this paragraph 8.8, and may interpret in good faith any provision of this Agreement, whether or not so amended, to give effect to the intent of the provisions of this paragraph 8.
Intermediate Entities. An HMO or CMP that contracts with an entity (other than a physician group) for the provision of services to Medicare bene- ficiaries must do the following:
(i) Disclose to CMS any incentive plan between the entity and a physi- cian or physician group that bases compensation to the physician or phy- sician group on the use or cost of serv- ices furnished to Medicare beneficiaries or Medicaid beneficiaries. The disclo- sure must include the information re- quired to be disclosed under paragraphs
Intermediate Entities. If the Equity Interests of any Subsidiary Guarantor are owned directly by Parent or any other Subsidiary Guarantor, no Person other than a Loan Party shall acquire such Equity Interests unless such Person also becomes a Subsidiary Guarantor under this Agreement. No Subsidiary Guarantor shall form a new Subsidiary that sits between it and any other direct Subsidiary or transfer its Equity Interests in a direct Subsidiary to another Subsidiary of such Subsidiary Guarantor unless such new Subsidiary or transferee Subsidiary also becomes a Subsidiary Guarantor under this Agreement.