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Casablanca Subsidiaries definition

Casablanca Subsidiaries shall have the meaning set forth in the Recitals.
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Examples of Casablanca Subsidiaries in a sentence

  • Solely to the extent such representations are with respect to Sellers, the Casablanca Units, Casablanca Holdings, the Casablanca Subsidiaries or the Casablanca Properties, such representations are incorporated by reference herein, and Sellers shall be deemed to have jointly and severally made such representations to Buyer as of the date of this Option Agreement and in the event Buyer delivers an Exercise Notice, as of the Closing Date hereunder, in each case except as set forth in the Disclosure Schedule.

  • Without limiting, and in furtherance of, the foregoing, prior to the Closing, the Buyer will submit appropriate licensure applications for a change of ownership for the Casablanca Subsidiaries with the appropriate state licensure authorities and provide notice of any such submissions to the Sellers concurrently with the making of such submissions.

  • Solely for U.S. federal Income Tax purposes, the Buyer and each Seller, as applicable, shall treat the purchase and sale of the Casablanca Units pursuant to Buyer’s exercise of the Casablanca Option under this Option Agreement as a purchase and sale of each of the Casablanca Properties and other assets owned by the Casablanca Subsidiaries.

  • The allocation of such purchase price to the Casablanca Properties and other assets of the Casablanca Subsidiaries shall be agreed to by the Buyer and Sellers within ninety (90) days after the Closing Date.

  • Since the date hereof, there shall not have occurred any event or condition that has had and is continuing to or would reasonably be expected to have, a Material Adverse Effect on the Casablanca Subsidiaries taken as a whole or on the ability of any Seller to consummate the transactions contemplated by this Option Agreement, and the Buyer shall have received from each Seller certificates, each dated the Closing Date, to that effect signed on behalf of each Seller by an authorized officer.

  • For purposes of this Section 6A, any reference to “Acquired Company” shall include in addition to the Acquired Companies, the HUD Companies, Casablanca Holdings and the Casablanca Subsidiaries and each Subsidiary of the foregoing and the term “Acquired Company Securities” shall have the correlative meaning.

  • In addition to the foregoing, any deposits reflected on Schedule 4.6(e) of the Disclosure Schedule held by Sellers or any of the Casablanca Subsidiaries (excluding any amounts set forth on Schedule 2.3(c)), will be paid (if not already held in an account of the Casablanca Subsidiaries) over to the Buyer on the Closing Date or contributed to the Casablanca Subsidiaries on or prior to the Closing Date.

  • In addition to the foregoing, no Seller shall agree to engage in any Acquisition Transaction unless the terms thereof expressly exclude the Casablanca Subsidiaries and the transactions contemplated by the Transaction Documents.

  • If such evidence exists, the Company recognizes an impairment loss, as follows:Financial assets carried at amortized cost: The impairment loss is the difference between the amortized cost of the loan or receivable and the present value of the estimated future cash flows, discounted using the instrument’s original effective interest rate.

  • All of the Acquired Company Securities, the HUD Company Securities, Casablanca Units and equity interests in the Casablanca Subsidiaries have been duly authorized, are validly issued and outstanding, are fully paid and nonassessable and have been issued and are held in compliance with all applicable securities and other Laws.

Related to Casablanca Subsidiaries

  • Acquired Subsidiaries means Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

  • Acquired Entities means the Company and the Company Subsidiaries.

  • Operating Subsidiaries means, collectively, the Corporation and HST, each a wholly-owned subsidiary of the Trust, and "Operating Subsidiary" means either of the Corporation or HST, as applicable.

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Subsidiaries means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

  • Inactive Subsidiaries means those Subsidiaries of the Borrower listed on Schedule 1.01.

  • Transferred Subsidiaries shall have the meaning set forth in the Recitals.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Canadian Subsidiaries means the Subsidiaries organized under the laws of Canada or any province, territory or other political subdivision thereof.

  • Retained Subsidiaries means all of the direct and indirect Subsidiaries of Seller other than the Purchased Subsidiaries.

  • Excluded Subsidiaries (a) any Domestic Subsidiary that is prohibited by law, regulation or by any Contractual Obligation existing on the Closing Date or on the date such Subsidiary is acquired (so long as such prohibition is not created in contemplation of such acquisition) from providing a Guarantee Obligation in respect of the Obligations (and for so long as such restrictions or any replacement or renewal thereof is in effect) or that would require a governmental (including regulatory) consent, approval, license or authorization in order to provide such Guarantee Obligation (unless such consent, approval, license or authorization has already been obtained) or where the provision of such guaranty could result in material adverse tax consequences to the Borrower or such Subsidiary as reasonably determined by the Borrower in consultation with the Administrative Agent, (b) any Subsidiary that is a Disregarded Domestic Person, (c) any Subsidiary that is a direct or indirect Subsidiary of an Excluded Subsidiary, (d) any captive insurance Subsidiary that provides workers compensation and/or health insurance to members of the Consolidated Group, (e) any not-for-profit Subsidiary, (f) any Subsidiary that is a special purpose entity, (g) any Foreign Subsidiary, (h) solely in respect of Excluded Swap Obligations, any Excluded Swap Guarantor, (i) each Subsidiary designated as an Excluded Subsidiary on Schedule 6.13 as of the Closing Date and (j) subject to Section 8.15, any other Subsidiary designated by the Borrower from time to time after the date hereof in connection with (i) any CMBS Financing, (ii) any Joint Venture, (iii) any Permitted Acquisition or (iv) the entrance into any new operating lease, capital lease, management contract or other Contractual Obligation that, in each case of the foregoing clauses (i), (ii), (iii) and (iv), was entered into for bona fide business purposes and that the Borrower reasonably believes in good faith would prohibit such Subsidiary from becoming a Guarantor hereunder; and provided that, in each case, (x) immediately before and after such designation, no Event of Default shall have occurred and be continuing, and (y) immediately after giving effect to such designation, the Company and its Subsidiaries shall be in compliance on a Pro Forma Basis with the Financial Covenants.

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Consolidated Entities as of any date of determination, any entities whose financial results are consolidated with those of Kimco in accordance with GAAP.

  • Consolidated Restricted Subsidiaries means any Restricted Subsidiaries that are Consolidated Subsidiaries.

  • Unconsolidated Affiliates means an Affiliate of the Parent Entity or any other member of the Consolidated Group whose financial statements are not required to be consolidated with the financial statements of the Parent Entity in accordance with GAAP.

  • PRC Subsidiaries means all Company Subsidiaries organized under the Laws of the PRC.

  • Principal Subsidiaries means any subsidiary of the Guarantor whose total assets, as shown by the accounts of such subsidiary (consolidated in the case of a subsidiary which itself has subsidiaries), based upon which the latest audited consolidated accounts of the Group have been prepared, is at least 20 per cent. of the total assets of the Group as shown by such audited consolidated accounts, provided that if any such subsidiary (the “transferor”) shall at any time transfer the whole or a substantial part of its business, undertaking or assets to another subsidiary of the Guarantor or to the Guarantor itself (the “transferee”) then:

  • Acquired Subsidiary or “Acquired Subsidiaries” means one or more, as applicable, Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

  • Consolidated Parties means a collective reference to the Borrower and its Subsidiaries, and "Consolidated Party" means any one of them.

  • Target Companies has the meaning set forth in the recitals.

  • Consolidated Group means the Borrower and all Subsidiaries which are consolidated with it for financial reporting purposes under GAAP.

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Material Subsidiaries Subsidiaries of the Parent Borrower constituting, individually or in the aggregate (as if such Subsidiaries constituted a single Subsidiary), a “significant subsidiary” in accordance with Rule 1-02 under Regulation S-X.

  • Insurance Subsidiaries means, collectively, MGMM Insurance Company, a Nevada corporation and any Subsidiaries formed for the purpose of facilitating and providing insurance coverage and claims services for the Company and its Subsidiaries.

Most Referenced Clauses

Most Referenced Definitions