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. 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 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 56718230_5 Cousins Greenway West First Parent LLC Cousins Greenway West Parent LLC Cousins Greenway West Parking LLC Cousins Greenway Outparcel We...
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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. 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.
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.
Sample 1
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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 all Indebtedness of the Borrower and its Subsidiaries, whether or not so classified.

  • Capitalization of the Company and its Subsidiaries The Company's authorized capital stock consists solely of (a) 20,000,000 shares of common stock, $0.05 par value per share ("Company Common Stock"), and (b) 10,000,000 shares of preferred stock, $1.00 par value per share ("Company Preferred Stock"). As of October 31, 1997, (i) 3,891,981 shares of Company Common Stock were issued and outstanding, (ii) 201,385 shares of Company Common Stock were issuable upon the exercise of outstanding options, an additional 230,749 shares of Company Common Stock were issuable upon the exercise of options that are not currently outstanding but are reserved for issuance upon the designation of optionees by the Board of Directors of the Company and 154,175 shares of Company Common Stock were issuable upon the exercise or conversion of outstanding warrants or convertible securities granted or issuable (on a contingent basis or otherwise) by the Company, and (iii) no shares of Company Preferred Stock were issued and outstanding. Since October 31, 1997, except as disclosed in Section 4.4 of the Company Disclosure Schedule, the Company has not issued any shares of its capital stock except upon the exercise of such options, warrants or convertible securities. Each outstanding share of capital stock of the Company and each Subsidiary is duly authorized and validly issued, fully paid and nonassessable and free of any preemptive rights. As of the date hereof, other than as set forth above, in the Company SEC Documents (as defined in Section 4.7) or in Section 4.4 to the Company Disclosure Schedule, there are no outstanding shares of capital stock or subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by the Company or either Subsidiary of any securities of the Company or either Subsidiary, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of the Company or either Subsidiary; and neither the Company nor either Subsidiary has any obligation of any kind to issue any additional securities or to pay for securities of the Company or either Subsidiary or any predecessor. The Company has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Company Common Stock.

  • Consolidated Net Worth The Company will not at any time permit Consolidated Net Worth to be less than the sum at such time of (a) US$4,500,000,000 and (b) commencing with the fiscal quarter beginning on January 1, 2007, 50% of the Company’s Consolidated Net Income for each fiscal quarter of the Company for which Consolidated Net Income is positive and for which financial statements shall have been delivered under Section 5.01(a) or (b).”

  • 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 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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