Contributed Entities Sample Clauses

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).
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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.
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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.
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Contributed Entities. Recitals
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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.
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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.
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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.
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Related to Contributed Entities

  • Company Subsidiaries As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

  • Related Entities If Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, of a majority of the stock or other beneficial ownership interest in Tenant or of all or substantially all of the assets of Tenant (collectively “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this Article 13 shall not apply to the transfer of Ownership Interests in Tenant if and so long as Tenant is publicly traded on a nationally recognized stock exchange. For purposes of this Article, the term “transfers” shall be deemed to include (x) the issuance of new Ownership Interests which results in a majority of the Ownership Interests in Tenant being held by a person or entity which does not hold a majority of the Ownership Interests in Tenant on the Effective Date and (y) except as provided below, the sale or transfer of all or substantially all of the assets of Tenant in one or more transactions and the merger or consolidation of Tenant into or with another business entity. Notwithstanding the foregoing, the prior consent of Landlord shall not be required with respect to an assignment or sublease to a Related Entity, or to a business entity into or with which Tenant is merged or consolidated, or to which all or substantially all of Tenant’s assets or all or substantially all of Tenant’s stock are transferred, so long as (i) such transfer was made for a legitimate independent business purpose and not for the purpose of transferring this Lease, (ii) the sublessee or assignee (as applicable) has a Net Worth at least equal to the Net Worth of Tenant as of the Effective Date, and (iii) proof satisfactory to Landlord of such Net Worth is delivered to Landlord at least ten (10) days prior to the effective date of any such transaction (or promptly thereafter if prior notice is prohibited by any applicable Requirements). Notwithstanding the foregoing, if any Tenant hereunder succeeds to the interest of Tenant in this Lease in violation of the terms and conditions of this Lease, such Tenant shall have no right to assign this Lease or sublease all or any portion of the Premises without Landlord’s prior written consent notwithstanding the provisions of this Section 13.6.

  • GROUP COMPANIES Guangzhou Yiyan Cosmetics Co., Ltd. (广州逸妍化妆品有限公司) (Seal) By: /s/ Xxxxxxx Xxx Name: XXX Xxxxxxx (吕建华) Title: Legal Representative Shanghai Yizi Cosmetics Co., Ltd. (上海逸姿化妆品有限公司) (Seal) By: /s/ Xxxxxxx Xxx Name: XXX Xxxxxxx (吕建华) Title: Legal Representative Shanghai Yiqing Commercial and Trading Co., Ltd. (上海逸清商贸有限公司) (Seal) By: /s/ Xxxxxxx Xxx Name: XXX Xxxxxxx (吕建华) Title: Legal Representative Yatsen (Guangzhou) Culture Creative Co., Ltd. (逸仙（广州）文化创意有限公司) (Seal) By: /s/ Xxxxx Xxxx Name: XXXX Xxxxx (陈宇文) Title: Legal Representative

  • Operating Partnership Operating Partnership shall have the meaning set forth in the preamble of this Agreement.

  • Affiliated Entities As used in this Agreement, "Company" shall include the Company and each corporation, limited liability company, partnership, or other entity that is controlled by the Company, or is under common control with the Company (in each case "control" meaning the direct or indirect ownership of 50% or more of all outstanding equity interests), provided, however, that the Executive's title need not be identical for each of the affiliated entities nor the same as that for the Company.

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens. (b) Except for its interests in the Company Subsidiaries, the Company does not as of the date of this Agreement own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

  • Regulated Entities None of the Company, any Person controlling the Company, or any Subsidiary, is an "Investment Company" within the meaning of the Investment Company Act of 1940. The Company is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, any state public utilities code, or any other Federal or state statute or regulation limiting its ability to incur Indebtedness.

  • Public Entities If Contractor is a "public entity" within the meaning of the Colorado Governmental Immunity Act, §00-00-000, et seq., C.R.S. (the “GIA”), Contractor shall maintain, in lieu of the liability insurance requirements stated above, at all times during the term of this Contract such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the GIA. If a Subcontractor is a public entity within the meaning of the GIA, Contractor shall ensure that the Subcontractor maintain at all times during the terms of this Contract, in lieu of the liability insurance requirements stated above, such liability insurance, by commercial policy or self-insurance, as is necessary to meet the Subcontractor’s obligations under the GIA.

  • Non-Company Business Except with the prior written consent of the Board, Executive will not during the term of Executive’s employment with the Company undertake or engage in any other employment, occupation or business enterprise, other than ones in which Executive is a passive investor. Executive may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of Executive’s duties hereunder.

  • Subsidiaries, Partnerships and Joint Ventures Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; and (ii) any Domestic Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, and, to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by, such Subsidiary; and (D) such diligence materials in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) as the Administrative Agent shall reasonably request. Each of the Loan Parties shall not become or agree to become a party to a Joint Venture other than Permitted Investments and other investments permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9.