Consolidated Entities Clause Samples

The "Consolidated Entities" clause defines which subsidiaries, affiliates, or related companies are included under the term "consolidated entities" for the purposes of the agreement. Typically, this clause specifies that the financial statements or obligations of the parent company will also encompass those of its consolidated subsidiaries, as determined by applicable accounting standards. By clearly identifying which entities are covered, the clause ensures transparency in financial reporting and helps prevent disputes over the scope of obligations or liabilities within a corporate group.
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Consolidated Entities. Each of the Consolidated Entities is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or formation, has all requisite power and authority, licenses, permits, and authorizations necessary to own Property and to carry on its business as now being conducted, and is qualified to do business in every jurisdiction required by law, except in those instances where the failure to be so qualified or to obtain such licenses, permits, and authorizations does not have a material adverse effect on such Consolidated Entity.
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Consolidated Entities. Schedule 5.7(a) sets forth, as of the Closing Date, all of the Consolidated Entities, including Group and Advisors, and as to each Consolidated Entity other than the Managing Member, the direct holders of all Capital Stock of such Consolidated Entities and such holders’ percentage ownership interest. Schedule 5.7(b) sets forth the names, as of the Closing Date, of all Investment Funds and Intermediate Entities.
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Consolidated Entities. As of the Initial Borrowing Date, neither the Borrower nor any of its Consolidated Entities has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of the Borrower or any of its Consolidated Entities, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Consolidated Entities not to be subject to the normally applicable statute of limitations. Neither the Borrower nor any of its Consolidated Entities have provided, with respect to themselves or property held by them, any consent under Section 341 of the Code. Neither the Borrower nor any of its Consolidated Entities have incurred, or will incur, any material tax liability in connection with the Transaction and the other transactions contemplated hereby.
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Consolidated Entities. 41 Section 4.14 No Material Misstatements................................... 41 Section 4.15 Solvency.................................................... 42 Section 4.16 Regulation U................................................ 42 Section 4.17 Filings..................................................... 42 Section 4.18 Title, Etc.................................................. 42 Section 4.19 Investment Company Act...................................... 42 Section 4.20 Personal Holding Company.................................... 43 Section 4.21
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Consolidated Entities. As of the Agreement Date, all the --------------------- Consolidated Entities andUnconsolidated Entities of the Borrower are identified on Schedules 5 and 3, respectively, attached hereto. -----------------
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Consolidated Entities. Carriage Avenue, LLC Cousins Real Estate Corporation Cousins Aircraft Associates, LLC Cousins/▇▇▇▇▇ II, LLC Cousins/▇▇▇▇▇▇, LLC Cousins, Inc. Cousins Properties Waterview LLC Cedar Grove Lakes, LLC Cousins Development, Inc. Cousins Real Estate Development Inc. Pine Mountain Ventures, LLC New Land Realty, LLC Cousins MarketCenters, Inc. Cousins Properties Services LLC CP Venture Three LLC CREC Property Holdings LLC Cousins Condominium Development, LLC C/W King Mill I, LLC 905 Juniper Venture, LLC King Mill Project I, LLC Cousins King Mill, LLC Cousins Jefferson Mill, LLC 3280 Peachtree I LLC Cousins Properties Palisades, LLC IPC Investments LLC Cousins San ▇▇▇▇ MarketCenter LLC Avenue ▇▇▇▇ ▇▇▇ LLC CPI 191 LLC Ridgewalk Funding LLC 615 Peachtree LLC CCD Juniper LLC Sono Renaissance, LLC Cousins Murfreesboro LLC CP Lakeside 20 GP, LLC CP Lakeside Land GP, LLC CP Texas Industrial, LLC CP Sandy Springs LLC Avenue Forsyth LLC ▇▇▇▇▇▇▇ Lakes, LLC CREC La Frontera LLC CP Venture Six LLC CS Lakeside Land Limited, LLLP 56718230_5 CS Lakeside 20 Limited, LLLP ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, LLC One Ninety One Peachtree Associates, LLC ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Springs MarketCenter LLC C/W Jefferson Mill I, LLC Jefferson Mill Project I LLC IPC Investments II LLC 3280 Peachtree III LLC 1230 Peachtree Associates LLC CUZWAT Investments, LLC Cousins CPV Holdings LLC Cousins CPV Holdings II LLC ▇ ▇ ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLC ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Manager, Inc. Avenue Ridgewalk LLC ▇▇▇▇▇▇▇ ▇▇ GP Inc. ▇▇▇▇▇▇▇ ▇▇ Investments ▇.▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ City LLC Cousins Research Park V LLC CP-Forsyth Investments LLC ▇▇-▇▇▇▇▇▇▇ Springs Investments LLC CPI Development Inc. Meridian ▇▇▇▇ Plaza, LLC Terminus 200, LLC 50 Biscayne Venture, LLC Cousins/Callaway, LLC Callaway Gardens Realty, LLC Cousins/▇▇▇▇ CCHR LLC Cousins/▇▇▇▇ CFHOF LLC Glenmore Garden Villas, LLC Handy Road Associates, LLC ▇▇▇▇▇ Village LLC CP Venture LLC CF Murfreesboro Associates CP Venture IV Holdings LLC Cousins Terminus LLC (fka MSREF/Cousins Terminus 200 LLC) CP 2100 ▇▇▇▇ LLC Cousins POC I LLC Cousins 3rd & Colorado LLC Cousins La Frontera LLC Cousins ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ LLC Cousins 816 Congress LLC Cousins Greenway Central Plant LLC Cousins Greenway East Parent LLC Cousins Greenway Edloe Parking LLC Cousins Greenway Eight LLC Cousins Greenway Eight Twelve LLC Cousins Greenway Nine LLC 56718230_5 Cousins Greenway West First Parent LLC Cousins Greenway West Parent LLC Cousins Greenway West Parking LLC Cousins Greenway Outparcel We...
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Related to Consolidated Entities

  • 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.

  • Subsidiaries All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

  • Consolidated Total Liabilities All liabilities of the Borrowers determined on a consolidated basis in accordance with GAAP.

  • Capitalization of the Company and its Subsidiaries (a) The authorized stock of the Company consists of 14,984,490 shares of Class A common stock, par value $.01 per share (the "Shares"), of which, as of September 30, 2000, 5,681,156 Shares were issued and outstanding, and 15,510 shares of Series A-1 convertible preferred stock, par value $.01 per share (the "Convertible Preferred Stock"), of which, as of September 30, 2000, 14,511 shares were outstanding. All of the outstanding Shares have been validly issued and are fully paid and nonassessable, and free of preemptive rights granted by the Company. As of September 30, 2000, (i) 1,515,338 were reserved for issuance upon the exercise of outstanding Company Stock Options issued pursuant to the Option Plans and other stock option plans, or agreements to which the Company or any of its subsidiaries is a party, (ii) 967,448 Shares were reserved for issuance upon the conversion of the outstanding Convertible Preferred Stock, and (iii) 123,370 Shares were reserved for issuance upon the exercise of the outstanding Warrants. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, since September 30, 2000, no shares of the Company's stock have been issued other than pursuant to Company Stock Options or other stock-based employee benefit plans of the Company and no options to acquire Shares have been granted other than pursuant to the Option Plans. Except as set forth above and in Section 3.2(a) of the Company Disclosure Schedule, as of the date hereof, there are issued, reserved for issuance, or outstanding (i) no shares of stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of stock or voting securities of the Company, (iii) no options or other rights to acquire from the Company or its subsidiaries and, except for the Series B Preferred Stock issuable upon exercise of the Option or as described in Section 3.2(a) of the Company Disclosure Schedule, no obligations of the Company or its subsidiaries to issue any stock, voting securities or securities convertible into or exchangeable for stock or voting securities of the Company, (iv) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its subsidiaries entitling the holders thereof to have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to have the right to vote) with the stockholders of the Company or any of its subsidiaries on any matter, and (v) no equity equivalent interests in the ownership or earnings of the Company or its subsidiaries or other similar rights (collectively "Company Securities"). As of the date hereof, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or its subsidiaries (absolute, contingent or otherwise) to repurchase, redeem or otherwise acquire any Company Securities. There are no Shares outstanding subject to rights of first refusal of the Company, nor are there any pre-emptive rights granted by the Company with respect to any Shares. Other than this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or, except as set forth in Section 3.2(a) of the Company Disclosure Schedule, registration of any shares of stock of the Company. (b) Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, all of the outstanding stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined below). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any stock or other ownership interests in, or any other securities, of any subsidiary of, the Company. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset (including without limitation any security), any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset (including any restrictions on the right to vote or sell the same except as may be provided as a matter of law).

  • Consolidated Net Worth The Company will not permit Consolidated Net Worth at any time to be less than US$165,000,000 plus the cumulative sum of 25% of Consolidated Net Earnings (but only if a positive number) for each fiscal quarter ending after June 30, 2004.