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.
Sample 1

Related to Overnite Consolidated Group

  • 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.

  • Consolidated Interest Expense With respect to any period, without duplication, (a) total Interest Expense of REIT and its Subsidiaries determined on a Consolidated basis in accordance with GAAP for such period, plus (b) such Person’s Equity Percentage of Interest Expense of its Unconsolidated Affiliates for such period.

  • Consolidated Returns CAC, the Seller and the Issuer are members of an affiliated group within the meaning of Section 1504 of the Internal Revenue Code which will file a consolidated federal income tax return at all times until the termination of the Basic Documents.

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

  • 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.

  • Consolidated or consolidated With reference to any term defined herein, shall mean that term as applied to the accounts of the Borrower and its Subsidiaries, consolidated in accordance with GAAP.

  • 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.

  • Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable Sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. 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.

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