Examples of Consolidated Persons in a sentence
Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of GEO and its Subsidiaries and Other Consolidated Persons as of such date and for such period in accordance with GAAP.
There is no suit, claim, action, proceeding, arbitration or investigation pending or, to the knowledge of the Controlling Partnership, threatened against the Controlling Partnership, any of the Consolidated Persons or any KKR Fund that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Purchaser (after giving effect to the Restructuring Transactions, but excluding the Acquired Partnership and its subsidiaries).
Neither the Controlling Partnership nor any of the Consolidated Persons is, nor on the Satisfaction Date, after giving effect to the transactions contemplated hereby (including the Restructuring Transactions), will be required to register as an investment company under the United States Investment Company Act of 1940, as amended (the “Investment Company Act”).
There are no material Tax audits or investigations of which the Controlling Partnership, any of the Consolidated Persons or, to the knowledge of the Controlling Partnership, any of the KKR Funds has notice, nor does the Controlling Partnership have notice of any proposed additional material Tax assessments against the Controlling Partnership, any of the Consolidated Persons or, to the knowledge of the Controlling Partnership, any of the KKR Funds.
The Controlling Partnership, the Consolidated Persons and the KKR Funds have received all material permits, certificates, licenses and authorizations (the “Permits”) to own or hold under lease and operate their respective assets and to conduct the business of the Controlling Partnership, the Consolidated Persons and the KKR Funds as currently conducted.
The Company will not permit the ratio of (a) Adjusted EBITDA for any period of four consecutive fiscal quarters to (b) Interest Expense minus Interest Expense attributable to Indebtedness of Unrestricted Subsidiaries and Other Consolidated Persons that is Non-Recourse to the Company and the Restricted Subsidiaries for such four quarter period, to be less than 1.375 to 1.00.
For the avoidance of doubt, notwithstanding the occurrence of the Satisfaction Date, the beneficial ownership of the assets and liabilities of the Seller and the Consolidated Persons will be retained by the Seller and the Consolidated Persons, respectively, until the Effective Time and neither the Seller nor the Consolidated Persons shall begin to share in or receive any of the assets, liabilities, profits, losses or distributions of each other until the Effective Time.
All such Permits are validly held by the Controlling Partnership, the Consolidated Persons and the KKR Funds, as the case may be, and each of the Controlling Partnership, the Consolidated Persons and the KKR Funds has complied in all material respects with all terms and conditions of any such Permit.
GEO will not permit the ratio of (a) Adjusted EBITDA for any period of four consecutive fiscal quarters to (b) Interest Expense minus Interest Expense attributable to Indebtedness of Unrestricted Subsidiaries and Other Consolidated Persons that is Non-Recourse to GEO and the Restricted Subsidiaries for such four quarter period, to be less than 3.00 to 1.00.
Neither the Controlling Partnership nor any of the Consolidated Persons (other than Holdings or an affiliate thereof (other than the Controlling Partnership or any of the Consolidated Persons)) is a party to any written employment, retention bonus, change in control, severance or termination agreement with any Participant who is entitled to compensation from the Controlling Partnership or any of the Consolidated Persons in excess of $1,000,000 per year.