Unconsolidated Joint Ventures Sample Clauses

Unconsolidated Joint Ventures. Gross Asset Value attributable to the Borrower's pro-rata share of the Eligible Real Estate Value of Eligible Real Estate Assets owned by Subsidiaries that are not wholly owned by the Borrower and Unconsolidated Joint Ventures as of such fiscal quarter end of the Borrower is $____________ and total Gross Asset Value is $_____________. Accordingly, Gross Asset Value attributable to the Borrower's pro-rata share of the Eligible Real Estate Value of Eligible Real Estate Assets owned by Subsidiaries that are not wholly owned by the Borrower and Unconsolidated Joint Ventures as of such fiscal quarter end of the Borrower is [more than] [less than] 15% of total Gross Asset Value. [Gross Asset Value attributable to the Borrower's pro-rata share of the Eligible Real Estate Value of Eligible Real Estate Assets owned by Subsidiaries that are not wholly owned by the Borrower and Unconsolidated Joint Ventures as of such fiscal quarter end of the Borrower must not be more than 15% of total Gross Asset Value.]
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Unconsolidated Joint Ventures. Section 1.01(e) of the Company Disclosure Schedule sets forth a true, correct and complete list of the Unconsolidated Joint Ventures as of the date hereof. Section 3.08 of the Company Disclosure Schedule sets forth, as of the date hereof, (a) the number and type of outstanding voting securities or ownership interests of each Unconsolidated Joint Venture and (b) the number and type of such voting securities or ownership interests that are directly or indirectly held by the Company (each of which are held by the Company free and clear of any Liens, other than Permitted Liens) and the Applicable Ownership Percentage of each Unconsolidated Joint Venture as of the date hereof. Except as set forth in Section 3.08 of the Company Disclosure Schedule, the Company does not directly or indirectly hold any shares of capital stock or voting securities of or ownership interests in any Person, other than the Company Subsidiaries.
Sample 1
Unconsolidated Joint Ventures. (a) To the knowledge of the Company: (i) each Managed Unconsolidated Joint Venture (A) is, and for the past two years, has been in material compliance with Applicable Law and (B) has all material Permits required to carry on its business as now conducted, and all such Permits are in full force and effect and such Managed Unconsolidated Joint Venture is not in material violation of such Permits; (ii) except in compliance in all material respects with Applicable Law, no Managed Unconsolidated Joint Venture has offered, paid, solicited or received remuneration to or from, or made any financial arrangements or a gratuitous payment of any kind with, any physician or family member of a physician in exchange for business or payments therefrom; (iii) except as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, there is no (and since January 1, 2013, there has not been any) (A) action, suit or proceeding pending or threatened against any Managed Unconsolidated Joint Venture before any arbitrator or Governmental Authority or (B) injunction, order, decree, award or judgment issued by any arbitrator or Governmental Authority, or settlement agreement, consent agreement, memorandum of understanding or disciplinary agreement with any Governmental Authority, to which any Managed Unconsolidated Joint Venture is subject; (iv) each Managed Unconsolidated Joint Venture has implemented screening mechanisms to confirm that physicians performing surgical procedures at each hospital or ambulatory surgical center operated by such Managed Unconsolidated Joint Venture are duly licensed to practice medicine in the applicable state; (v) the unaudited financial statements of each Managed Unconsolidated Joint Venture as of and for the twelve months ended December 31, 2013 and the unaudited balance sheet and statements of income and cash flows of each Managed Unconsolidated Joint Venture as of and for the three months ended March 31, 2014 have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) and, to the extent consistent with GAAP, such Managed Unconsolidated Joint Venture’s past practice with respect to such financial reporting and fairly present in all material respects the financial position of such Managed Unconsolidated Joint Venture as of the dates thereof and its results of operations and cash flows for the periods then ended (subject to normal year-end audi...
Sample 1

Related to Unconsolidated Joint Ventures

  • Investments; Joint Ventures Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (vi) Borrower and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business.

  • Joint Ventures The joint venture or partnership arrangements in which the Company or the Partnership is a co-venturer or general partner which are established to acquire or hold Assets.

  • Subsidiaries; Joint Ventures Schedule 4.12 contains a complete and accurate list of (a) all Subsidiaries of the Borrower, including, with respect to each Subsidiary, (i) its state of incorporation, (ii) all jurisdictions (if any) in which it is qualified as a foreign corporation, foreign limited liability company or foreign limited partnership, as applicable, (iii) the number of shares of its Capital Stock outstanding, (iv) the number and percentage of its shares of Capital Stock owned by the Borrower and/or by any other Subsidiary and (v) whether such Subsidiary is a Guarantor or an Unrestricted Subsidiary (and, if it is an Unrestricted Subsidiary, whether it is a Financial Services Subsidiary), and (b) each Joint Venture, including, with respect to each such Joint Venture, (i) its jurisdiction of organization, (ii) all other jurisdictions in which it is qualified as a foreign entity and (iii) the number and percentage of its shares of Capital Stock owned by the Borrower and/or by any other Subsidiary. All the outstanding shares of Capital Stock of each Subsidiary of the Borrower are validly issued, fully paid and nonassessable, except as otherwise provided by state wage claim laws of general applicability. All of the outstanding shares of Capital Stock of each Subsidiary owned by the Borrower or another Subsidiary as specified in Schedule 4.12 are owned free and clear of all Liens, security interests, equity or other beneficial interests, charges and encumbrances of any kind whatsoever, except for Permitted Liens. Neither the Borrower nor any other Loan Party owns of record or beneficially any shares of the Capital Stock or other equity interests of any Subsidiary that is not a Guarantor, except Unrestricted Subsidiaries.

  • 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.

  • Not a Joint Venture Nothing in the Contract shall be construed as creating or constituting the relationship of a partnership, joint venture, (or other association of any kind or agent and principal relationship) between the parties thereto. Each party shall be deemed to be an independent contractor contracting for goods and services and acting toward the mutual benefits expected to be derived herefrom. Neither Contractor nor any of Contractor's agents, servants, employees, subcontractors or contractors shall become or be deemed to become agents, servants, or employees of the State. Contractor shall therefore be responsible for compliance with all laws, rules and regulations involving its employees and any subcontractors, including but not limited to employment of labor, hours of labor, health and safety, working conditions, workers' compensation insurance, and payment of wages. No party has the authority to enter into any contract or create an obligation or liability on behalf of, in the name of, or binding upon another party to the Contract.

  • Subsidiaries and Joint Ventures Create, acquire or otherwise suffer to exist, or permit any Subsidiary of such Borrower to create, acquire or otherwise suffer to exist, any Subsidiary or joint venture arrangement not in existence as of the date hereof, except in connection with a Permitted Acquisition.

  • No Joint Venture Nothing contained in this Agreement (i) shall constitute the Administrator and either of the Issuer or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

  • Partnerships and Joint Ventures No Loan Party shall become a general partner in any general or limited partnership or a joint venturer in any joint venture.

  • Subsidiaries, Partnerships and Joint Ventures Each of the Loan Parties shall not, and shall not permit any of its Unregulated Subsidiaries to, own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which is a Regulated Entity, (ii) any Subsidiary which is an Inactive Subsidiary of the Borrower, (iii) Conserve to Preserve Foundation, a non-profit corporation organized under the laws of the State of New Jersey, (iv) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date, (v) any Project Subsidiary, and (vi) any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.19 [Joinder of Guarantors]. Each of the Loan Parties shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties, or (3) become a joint venturer or hold a joint venture interest in any joint venture, except in each case in respect of a Permitted Related Business Opportunity.

  • No Partnership or Joint Venture Neither the Trust, the Fund nor the Adviser are partners of or joint venturers with each other and nothing herein shall be construed so as to make them such partners or joint venturers or impose any liability as such on any of them.

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