Consolidated Business Entity Sample Clauses

Consolidated Business Entity. The Borrower and its Material Subsidiaries ---------------------------- are operated as a part of one consolidated business entity and are directly or indirectly dependent upon each other for and in connection with their respective business activities.
Sample 1Sample 2See All (5)
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Consolidated Business Entity. The Borrower and its Subsidiaries are engaged in the business of developing and operating time- share resorts and other leisure activities (exclusive of gaming). These operations require financing on a basis such that the credit supplied can be made available from time to time to the Borrower and various of its Subsidiaries, as required for the continued successful operation by the Borrower and its Subsidiaries as a whole. The Borrower and its Subsidiaries expect to derive benefit (and the board of directors of the Borrower and its Subsidiaries have determined that the Borrower and its Subsidiaries may reasonably be expected to derive benefit), directly or indirectly, from the credit extended by the Lenders hereunder, both in their separate capacities and as members of the group of companies, since the successful operation and condition of the Borrower and its Subsidiaries is dependent on the continued successful performance of the functions of the group as a whole.
Sample 1See All (4)
Consolidated Business Entity. The Borrower and its Subsidiaries are operated as part of one consolidated business entity and are directly dependent upon each other for and in connection with their respective business activities and their respective financial resources.
Sample 1
Consolidated Business Entity. The Borrower and each Subsidiary is engaged in the business set forth in Section 4.1(d) hereof. These operations require financing on a basis such that the credit supplied can be made available from time to time to the Borrower and various of the Subsidiaries, as required for the continued successful operation of the Borrower and the Subsidiaries as a whole. The Borrower has requested Lenders to make credit available hereunder primarily for the purposes of financing the operations and acquisitions of the Borrower and the Subsidiaries. The Borrower and the Subsidiaries expect to derive benefit (and the boards of directors of the Borrower and the Subsidiaries have determined that its Subsidiaries may reasonably be expected to derive benefit), directly or indirectly, from the credit extended by Lenders hereunder, both in their separate capacities and as members of the group of companies, since the successful operation and condition of the Borrower and the Subsidiaries is dependent on the continued successful performance of the functions of the group as a whole.
Sample 1
Consolidated Business Entity. The Borrower and its Subsidiaries and Affiliates are engaged in the business of developing, financing and operating time-share resorts and other leisure activities (exclusive of gaming). These operations require financing on a basis such that the credit supplied can be made available from time to time to the Borrower and various of its Subsidiaries and Affiliates, as required for the continued successful operation by the Borrower and its Subsidiaries and Affiliates as a whole. The Borrower and its Subsidiaries and Affiliates expect to derive benefit (and the board of directors of the Borrower and its Subsidiaries and Affiliates have determined that the Borrower and its Subsidiaries and Affiliates may reasonably be expected to derive benefit), directly or indirectly, from the credit extended by the Lender hereunder, both in their separate capacities and as members of the group of companies, since the successful operation and condition of the Borrower and its Subsidiaries and Affiliates is dependent on the continued successful performance of the functions of the group as a whole.
Sample 1
Consolidated Business Entity. The Borrower and its Restricted Subsidiaries are engaged in the business set forth in SECTION 4.1(d) hereof. These operations require financing on a basis such that the credit supplied can be made available from time to time to the Borrower and various of its Restricted Subsidiaries, as required for the continued successful operation of the Borrower and its Restricted Subsidiaries as a whole. The Borrower has requested the Lenders to make credit available hereunder primarily for the purpose of financing the operations of the Borrower and its
Sample 1
Consolidated Business Entity. The Parent and its Subsidiaries are operated as a part of one consolidated business entity and are directly dependent upon each other for and in connection with their respective business activities.
Sample 1
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Related to Consolidated Business Entity

  • 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.

  • Unrelated Business Taxable Income No Employee Plan (or trust or other funding vehicle pursuant thereto) is subject to any tax under Code Section 511.

  • Restricted Business For all purposes under this Agreement, “Restricted Business” shall mean the design, development, marketing or sales of software, or any other process, system, product, or service marketed, sold or under development by the Company at the time Executive’s Employment with the Company ends.

  • Permitted Business The Facility Lessee shall not engage in any business or activities other than the lease, operation, maintenance and marketing and sale of the output, fuel or other products from, or relating or incidental to, the Facility leased by the Facility Lessee. Notwithstanding any of the foregoing the Facility Lessee may not change the nature of its business.

  • Permitted Businesses The business of the Company shall be:

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

  • Consolidated or Combined Tax Returns At Parent’s election and in its sole discretion, SpinCo will elect and join, and will cause its Affiliates to elect and join, in filing any Parent State Combined Income Tax Returns and any Joint Returns that Parent determines are required to be filed or that Parent chooses to file pursuant to Section 4.02(b). With respect to any SpinCo Separate Returns relating to any Pre-Distribution Period, SpinCo will elect and join, and will cause its Affiliates to elect and join, in filing consolidated, unitary, combined, or other similar joint Tax Returns, to the extent reasonably determined by Parent.

  • 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.

  • Capitalization; Subsidiaries (a) As of the close of business on May 6, 2022 (the “Capitalization Date”), the Company was authorized to issue a maximum of (i) 200,000,000 Common Shares, 71,043,181 of which were issued and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter.

  • 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.

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