Overnite Consolidated Group Sample Clauses

Overnite Consolidated Group. For all periods through the date that OHI becomes a wholly-owned Subsidiary of Overnite Corporation, the term “Overnite Consolidated Group” means OHI and all other corporations that, but for UPC’s ownership of the stock of OHI, would be members of an affiliated group of corporations (within the meaning of Section 1504(a) of the Code) having OHI as its common parent, (including disregarded entities, within the meaning of Treasury Regulation Section 301.7701-3(b)(1)(ii) owned by such members). For all periods thereafter, the term “Overnite Consolidated Group” means Overnite Corporation and all other corporations that are members of the affiliated group of corporations (within the meaning of Section 1504(a) of the Code) of which Overnite Corporation is (or, but for UPC’s ownership of the stock of Overnite Corporation, would be) the common parent, (including disregarded entities within the meaning of Treasury Regulation Section 301.7701-3(b)(1)(ii) owned by such members), together with any other corporations which may become members of such affiliated group and any passthrough entities in which Overnite Corporation or any member of such affiliated group may become a member.
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Overnite Consolidated Group. For all periods through the date that --------------------------- Overnite Holding becomes a wholly-owned subsidiary of Overnite Corporation, the term "Overnite Consolidated Group" means Overnite Holding and the other corporations and the passthrough entities included in that term as defined in the 1991 Agreement. For all periods thereafter, the term "Overnite Consolidated Group" means Overnite Corporation and all other corporations that are members of the affiliated group of corporations (within the meaning of section 1504 of the Code) of which Overnite Corporation is the common parent, together with any passthrough entities (including single member partnerships and limited liability companies) in which Overnite Corporation or any member of such affiliated group is a member, and any other corporations which may become members of such affiliated group or were members of such affiliated group in the past and any passthrough entities in which Overnite Corporation or any member of such affiliated group may become or was a member.
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Related to Overnite Consolidated Group

  • Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

  • 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.

  • 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.

  • 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.

  • 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 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.

  • Minimum Consolidated Net Worth The Company will not permit its Consolidated Net Worth at any time to be less than the sum of (a) $800,000,000 plus (b) an aggregate amount equal to 50% of its Consolidated Net Earnings (but, in each case, only if a positive number) for each completed fiscal year beginning with the fiscal year ending September 30, 2013.”

  • Consolidated Leverage Ratio Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower to be greater than 2.50 to 1.0.

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