Variable Interest Entity Sample Clauses

Variable Interest Entity. Create or establish any Variable Interest Entity other than any Person that solely as a result of change in GAAP, becomes a Variable Interest Entity; provided that no Sharing Arrangement shall exist between such Person and a Covenant Entity.
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Variable Interest Entity. Seller shall supply Buyer with any information necessary for the Buyer to determine if the Seller is a variable interest entity as defined under U.S. Generally Accepted Accounting Principles, and to determine if this Agreement is a lease under U.S. Generally Accepted Accounting Principles. If it is determined that the Seller is a variable interest entity and that Buyer will be required to include Seller in its consolidated financial statements or required to make certain disclosures, or that this Agreement is a lease, Buyer shall so notify Seller in writing. Within a time frame mutually agreed to by Xxxxx and Seller, Seller shall provide to Buyer written quarterly reports containing any and all financial data associated with the Seller and the Plant associated with this Agreement or any other information that the Buyer determines in its sole discretion is required to comply with the accounting treatment associated with these accounting standards or future applicable accounting standards. Such information may include, but shall not be limited to, nameplate capacity of the facility, megawatt-hours of electricity produced and used by the Plant, data supporting the economic life (both initial and remaining) of the Plant, the fair market value of the Plant, and any and all other costs (including costs of debt specific to the Plant) associated with the Seller. Further, if it is determined that the Seller is a variable interest entity and that Buyer will be required to include Seller in its consolidated financial statements, Seller shall also provide the following on a quarterly basis: (i) Quarterly financial statements prepared in accordance with generally accepted accounting principles; (ii) Descriptions of the following obligations of Seller for the immediately preceding calendar quarter: (A) On-balance sheet obligations; (B) Purchase obligations; (C) Lease obligations and commitments; (D) Off-balance sheet commitments; and (E) Contingent obligations; (F) Total generating capacity; (iii) All material contracts (or summaries if the original contracts are not immediately available) of Seller then in effect, together with any related agreements, if any, including, but not limited to: (A) Equity-related agreements; (B) Debt and other borrowings; (C) Material asset or stock acquisitions or dispositions; (D) Documents under which guarantees or indemnities have been provided; (E) Material supplier and customer contracts; (F) Related-party contracts; (G) Documents rel...
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Variable Interest Entity. 13.4.1 Within five (5) Days after the Effective Date and thereafter prior to the commencement of the Initial Period and each Annual Period of the Term, QF shall provide Alabama Power with the Variable Interest Entity (“VIE”) information in the form of Appendix F attested to and signed by a duly authorized officer of QF. QF covenants to promptly notify Buyer Alabama Power following any determination made by QF or its independent auditor that QF must be partially or fully deconsolidated from the books of QF’s parent, as the case may be, or any other changes that require reconsideration, including a change in the primary benefactor. Should existing accounting standards be modified or new standards adopted which supersede the standards at the time of execution of this Agreement, then Appendix F shall be modified accordingly for QF and Alabama Power to account for this arrangement appropriately in their respective books and records. 13.4.2 In the event that Alabama PowerBuyer’s independent accountants determine that consolidation of QF, or any of its Affiliates or permitted assigns, as a VIE in Alabama Power’s or any of its Affiliates’ financial statements has occurred, Alabama Power may provide notice to QF of such condition. In addition, within ten (10) Business Days after receiving any such notice, QF shall provide all necessary financial information to Alabama Power to enable Alabama Power (and any of its applicable Affiliates) to properly consolidate QF (and any of its applicable Affiliates) on a timely basis.
Sample 1
Variable Interest Entity. Seller shall supply Buyer with any information necessary for the Buyer to determine (acting reasonably and in consultation with Seller) if the Seller is a variable interest entity as defined by Financial Accounting Standards Board Accounting Standards Codification Topic 810, Consolidations, and to determine (acting reasonably and in consultation with Seller) if this Agreement is a lease in accordance with Accounting Standards Codification Topic 842, Leases. If it is determined that the Seller is a variable interest entity and that Buyer will be required to include Seller in its consolidated financial statements or required to make certain disclosures, or that this Agreement is a lease, Buyer shall so notify Seller in writing. Within a time frame mutually agreed to by Buyer and Seller, Seller shall provide to Buyer written quarterly reports containing any and all financial data associated with the Seller and the Plant associated with this Agreement or any other information that the Buyer determines in its sole discretion is required to comply with the accounting treatment associated with these accounting standards or future applicable accounting standards. Such information may include, but shall not be limited to, nameplate Capacity of the Plant, megawatt-hours of electricity produced and used by the Plant, data supporting the economic life (both initial and remaining) of the Plant, the fair market value of the Plant, and any and all other costs (including costs of debt specific to the Plant) associated with the Seller. Further, if it is determined that the Seller is a variable interest entity and that Buyer will be required to include Seller in its consolidated financial statements, Seller shall also provide the following on a quarterly basis:
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Variable Interest Entity. The Company determined that the Xxxxxxxx entities holding the Xxxxxxxx Broadcast Assets subject to the Option Agreement (the “Xxxxxxxx VIE”) is a variable interest entity (“VIE”) in which the Company holds a controlling financial interest. The Company’s conclusion that the Xxxxxxxx VIE is a VIE results from the Option Agreement, which caps Xxxxxxxx VIE’s right to residual returns. Pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) paragraph 810-10-25-38A and paragraph 810-10-25-38B, a reporting entity (the Company) is deemed to have a controlling financial interest in a VIE if it has both of the following characteristics: a The power to direct the activities of a VIE that most significantly impact the VIE’s economic performance; and b The obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company determined that since substantially all of the activities of the Xxxxxxxx VIE are conducted on behalf of a single VIE holder, and that the Company is the primary beneficiary of the VIE, the remaining assets and liabilities of the Xxxxxxxx VIE should be consolidated in the Company’s consolidated financial statements as of April 17, 2024.
Sample 1
Variable Interest Entity. The Company and its relevant Subsidiaries (where applicable) have terminated, on or prior to the Closing Date, all contracts and other arrangements with Beijing Dehaier Technology Co., Ltd. (the “Former VIE Entity”), a company formed under the laws of China that previously served as the Company’s variable interest entity through a series of contractual arrangements, and there is no Liability owed by the Company or any of its Subsidiaries to the Former VIE Entity. The Company owns all outstanding equity interests in Beijing Dehaier Medical Technology Co., Ltd., free and clear of all liens, claims and encumbrances, which in turn owns, directly or indirectly, all equity interests in all other Subsidiaries of the Company free and clear of liens, claims and encumbrances.
Sample 1
Variable Interest Entity. (a) Each party to the Control Documents has the legal right, power and authority (corporate and other) to enter into and perform its or his or her obligations under each Control Document to which it or he or she is a party and has taken all necessary action (corporate and other) to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each Control Document to which it or he or she is a party. (b) The execution and delivery by each party named in each Control Document, and the performance by such party of its obligations thereunder and the consummation by it of the transactions contemplated therein shall not (i) conflict with or result in a breach or violation of such party's certificate of incorporation or bylaws or equivalent organizational documents, (ii) conflict with or result in a breach or violation of any Law applicable to such party; (iii) conflict with or result in a breach, acceleration, material modification or violation in of, or constitute a material default under, any Material Contract to which such party or any member of the Transferred Group is a party or by which such party or any member of the Transferred Group is bound; or (iv) result in the creation of any Encumbrance upon any assets, rights or properties of such party or member of the Transferred Group except those under the Control Documents. (c) All consents required in connection with the Control Documents have been made or unconditionally obtained in writing, and no such consent has been withdrawn or be subject to any condition precedent which has not been fulfilled or performed. (d) The pledge of equity securities pursuant to the Control Documents has been duly filed with the competent Governmental Authority in China. (e) No payments were made by any Variable Interest Entity in connection with the removal or appointment of any shareholder of such Variable Interest Entity.
Sample 1
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Related to Variable Interest Entity

  • Consolidation of Variable Interest Entities All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

  • VARIABLE INTEREST RATE For the first 60 payments, the interest rate on this loan will be 3.950%. Thereafter, the interest rate on this Note is subject to change from time to time based on changes in an independent index which is the One (1) year Constant Maturity Treasury Rate as published in the Federal Reserve Statistical Release H.15 (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If Lender determines, in its sole discretion, that the Index for this Note has become unavailable or unreliable, either temporarily, indefinitely, or permanently, during the term of this Note, Lender may amend this Note by designating a substantially similar substitute index. Lender may also amend and adjust any margin corresponding to the Index being substituted to accompany the substitute index. Margins corresponding to the Index are described in the "Payments" section. The change to the margin may be a positive or negative value, or zero. In making these amendments, Lender may take into consideration any then-prevailing market convention for selecting a substitute index and margin for the specific Index that is unavailable or unreliable. Such an amendment to the terms of this Note will become effective and bind Borrower 10 business days after Xxxxxx gives written notice to Borrower without any action or consent of the Borrower. Lender will tell Borrower the current Index rate upon Xxxxxxxx's request. The interest rate change will not occur more often than each twelve (12) months. Borrower understands that Lender may make loans based on other rates as well. The interest rate or rates to be applied to the unpaid principal balance during this Note will be the rate or rates set forth herein in the "Payment" section. Notwithstanding any other provision of this Note, after the first payment stream, the interest rate for each subsequent payment stream will be effective as of the due date of the last payment in the just-ending payment stream. NOTICE: Under no circumstances will the interest rate on this Note be less than 3.950% per annum or more than the maximum rate allowed by applicable law. Notwithstanding the above provisions, the maximum increase or decrease in the interest rate at any one time on this loan will not exceed 2.000 percentage points. The initial fixed rate is not considered in applying this limitation. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the following: (A) increase Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover accruing interest, (C) increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and increase Borrower's final payment.

  • Ownership Interest, Etc The Seller shall (and shall cause the Servicer to), at its expense, take all action necessary or desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (for the benefit of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (for the benefit of the Purchasers) as the Administrator, may reasonably request.

  • TO Fund Accounting Agreement This Amendment No. 16 (this “Amendment”) is made and entered into effective as of October 1, 2018 (“Amendment Effective Date”) by and between each Fund listed on amended Exhibit A (each a “Fund” or collectively the “Funds”), attached hereto as attachment A, T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 255 Liberty Street, New York, New York 10286 (“BNY Mellon”).

  • Payment of Deferred Underwriting Commission on Business Combination Upon the consummation of the Company’s initial Business Combination, the Company agrees that it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account to the Underwriters, in accordance with Section 1.3.

  • Accounting Reference Date The Accounting Reference Date of each member of the Group is 31 December.

  • Accounting Terms; Financial Statements All accounting terms used herein not expressly defined in this Agreement shall have the respective meanings given to them in accordance with sound accounting practice. The term “sound accounting practice” shall mean such accounting practice as, in the opinion of the independent certified public accountants regularly retained by the Company, conforms at the time to GAAP applied on a consistent basis except for changes with which such accountants concur.

  • Issuances of Additional Partnership Securities (a) The Partnership may issue additional Partnership Securities and options, rights, warrants and appreciation rights relating to the Partnership Securities for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partners. (b) Each additional Partnership Security authorized to be issued by the Partnership pursuant to Section 5.6(a) may be issued in one or more classes, or one or more series of any such classes, with such designations, preferences, rights, powers and duties (which may be senior to existing classes and series of Partnership Securities), as shall be fixed by the General Partner, including (i) the right to share Partnership profits and losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may redeem the Partnership Security; (v) whether such Partnership Security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Partnership Security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Partnership Security; and (viii) the right, if any, of each such Partnership Security to vote on Partnership matters, including matters relating to the relative rights, preferences and privileges of such Partnership Security. (c) The General Partner shall take all actions that it determines to be necessary or appropriate in connection with (i) each issuance of Partnership Securities and options, rights, warrants and appreciation rights relating to Partnership Securities pursuant to this Section 5.6, (ii) the conversion of the General Partner Interest (represented by General Partner Units) or any Incentive Distribution Rights into Units pursuant to the terms of this Agreement, (iii) the admission of Additional Limited Partners and (iv) all additional issuances of Partnership Securities. The General Partner shall determine the relative rights, powers and duties of the holders of the Units or other Partnership Securities being so issued. The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things that it determines to be necessary or appropriate in connection with any future issuance of Partnership Securities or in connection with the conversion of the General Partner Interest or any Incentive Distribution Rights into Units pursuant to the terms of this Agreement, including compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Partnership Securities are listed or admitted to trading. (d) No fractional Units shall be issued by the Partnership.

  • Principal Party “Principal Party” shall mean:

  • Off-Balance Sheet Transactions There is no transaction, arrangement or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off-balance sheet entity which is required to be disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (other than as disclosed therein).

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