Intermediate Entities Sample Clauses

The Intermediate Entities clause defines how entities that are not direct parties to the agreement, but are involved in the contractual relationship, are treated under the contract. This clause typically clarifies the rights, obligations, or limitations that apply to subsidiaries, affiliates, or other third parties acting on behalf of or in connection with the main contracting parties. For example, it may specify whether such entities can benefit from the contract’s terms or are subject to its restrictions. Its core function is to ensure clarity regarding the involvement of these related entities, preventing disputes about who is covered or bound by the agreement.
Intermediate Entities. The Borrower shall not form or acquire any intermediate entity unless: (i) Borrower has provided prior written notice of the same, (ii) such intermediate entity has executed and delivered security documents and corporate documents similar to those delivered by the Borrower on the Effective Date (with appropriate modifications to account for structural differences, including cascading pledges, if applicable) and (iii) Borrower has delivered a replacement Schedule 1.01(e) including description of the Governing Agreement of such intermediate entity.
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Intermediate Entities. ‌ (a) The Managing Member may, without the consent of the Members, cause the Fund to hold certain investments directly or indirectly through one or more holding entities, including, without limitation, (i) REIT Subsidiaries and/or (ii) one or more limited liability companies or limited partnerships (together with any REIT Subsidiary, “Intermediate Entities”), in each case, owned together by the Fund, any Parallel Fund, any Alternative Investment Vehicles and other investment vehicles (excluding for this purpose de minimis holdings by preferred holders at the REIT level). The Managing Member and/or its Affiliates may, in its discretion, at any time withdraw all or a portion of its investment in any entity comprising the Fund, any Parallel Fund, any Alternative Investment Vehicles and any Intermediate Entities to facilitate its investment in any other Intermediate Entity and, in connection therewith, take any other necessary action to consummate the foregoing. With respect to any Intermediate Entity, the Managing Member shall not take any action which is materially inconsistent with the terms and provisions of this Agreement. (b) Each Member agrees that if the Fund forms a REIT Subsidiary, the Managing Member may impose limits on the ownership and transfer of interests (in addition to the other restrictions set forth in this Agreement) (and may impose remedies for violations of any such ownership and/or transfer limitations), and require any Member, as a precondition to actually or constructively owning any interests in excess of such limitations, to make such representations and covenants, in each case as are determined in good faith by the Managing Member to be necessary or desirable for the REIT Subsidiary to maintain its status as a REIT under the Code. The Managing Member may, without the consent of any other Person (including any Member), amend this Agreement as necessary or appropriate to give effect to the intent of this paragraph 8.8, and may interpret in good faith any provision of this Agreement, whether or not so amended, to give effect to the intent of the provisions of this paragraph 8.
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Intermediate Entities. An HMO or CMP that contracts with an entity (other than a physician group) for the provision of services to Medicare bene- ficiaries must do the following: (i) Disclose to CMS any incentive plan between the entity and a physi- cian or physician group that bases compensation to the physician or phy- sician group on the use or cost of serv- ices furnished to Medicare beneficiaries or Medicaid beneficiaries. The disclo- sure must include the information re- quired to be disclosed under paragraphs
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Intermediate Entities. If the Equity Interests of any Subsidiary Guarantor are owned directly by Parent or any other Subsidiary Guarantor, no Person other than a Loan Party shall acquire such Equity Interests unless such Person also becomes a Subsidiary Guarantor under this Agreement. No Subsidiary Guarantor shall form a new Subsidiary that sits between it and any other direct Subsidiary or transfer its Equity Interests in a direct Subsidiary to another Subsidiary of such Subsidiary Guarantor unless such new Subsidiary or transferee Subsidiary also becomes a Subsidiary Guarantor under this Agreement.
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Related to Intermediate Entities

  • Separate Entities Seller expressly acknowledges and agrees that, for purposes of this Agreement, any Host Utility, Balancing Authority or other Transmission Provider shall be deemed to be a separate entity and separate contracting party from Buyer even if it is the same legal entity as Buyer or an Affiliate of Buyer, and even if any orders, directives or other communications from such entities are communicated to Seller through Buyer. Without limiting the foregoing, the acts and omissions of any Host Utility, Balancing Authority or other Transmission Provider shall not be deemed to be acts and omissions of Buyer or any of its Affiliates for any purpose arising out of or relating to this Agreement.

  • Corporate Entity At all relevant times, ▇▇▇▇▇▇▇▇▇▇ was organized under the laws of the State of California, and conducted business in the State of California.

  • Holdings In the case of Holdings, conduct, transact or otherwise engage in any material business or operations other than the following (and activities incidental thereto): (i) Holdings’ ownership of the Equity Interests of the Borrower and its other direct and indirect Subsidiaries, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations, including the giving of guarantees or (where permitted) the granting of Liens on its assets, with respect to the Loan Documents, any Permitted Ratio Debt, any Qualified Holding Company Debt, any Incremental Equivalent Debt, Refinancing Equivalent Debt, any Specified Non-Recourse Obligations or any Permitted Refinancing of the foregoing or other Indebtedness that is permitted to be incurred under Section 7.03 and secured under Section 7.01, and any agreement contemplated in connection with a transaction otherwise permitted under this Section 7.13, (iv) any public offering of its common stock or any other issuance of its Equity Interests (including Qualified Equity Interests), (v) any transaction between Holdings and the Borrower or any Restricted Subsidiary permitted under this Article VII, including, (A) any transaction permitted under Section 7.05, (B) making payments or dividends, distributions and redemptions of its Equity Interest and (C) making any Investment to the extent (1) payment therefor is made solely with the Equity Interests of Holdings (other than Disqualified Equity Interests), the proceeds of Restricted Payments received from the Borrower and/or proceeds of the issuance of, or contribution in respect of the, Equity Interests (other than Disqualified Equity Interests) of Holdings and (2) any property (including Equity Interests) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.06 or constituting an Investment permitted hereunder, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Restricted Subsidiary, (vi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (vii) the incurrence of Qualified Holding Company Debt and the incurrence of intercompany debt extended to it pursuant to Section 7.02 in lieu of a Restricted Payment permitted pursuant to Section 7.06, (viii) making Investments in the Borrower or, through the Borrower, to any of the Borrower’s Subsidiaries, (ix) guaranteeing the obligations of its Subsidiaries (including the Borrower) in each case solely to the extent such obligations of such Subsidiaries are not prohibited hereunder and the performance of obligations in respect of Indebtedness of the type permitted under Section 7.03 and Liens of the type permitted under Section 7.01, including incurrence of Indebtedness of Holdings representing deferred compensation to employees, consultants or independent contractors of Holdings and unsecured Indebtedness consisting of promissory notes issued by any Loan Party to future, present or former officers, directors, employees, members of management and consultants (or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses, former spouses, domestic partners and former domestic partners) of Holdings or any direct or indirect parent thereof, the Borrower or other Subsidiaries of Holdings to finance the retirement, acquisition, repurchase, purchase or redemption of Equity Interests of Holdings or any direct or indirect parent thereof, (x) participating in tax, accounting and other administrative matters as a member of the consolidated, combined, unitary or similar group that included Holdings and the Borrower, (xi) holding and Disposing of any cash, Cash Equivalents or other property received in connection with (A) Restricted Payments received from, and Investments in Holdings made by, its Subsidiaries, (B) contributions to its capital or in exchange for the issuance of Equity Interests (including the redemption in whole or in part of any of its Equity Interests (other than Disqualified Equity Interests) in exchange for another class of Equity Interests (other than Disqualified Equity Interests) or rights to acquire its Equity Interests (other than Disqualified Equity Interests) or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Equity Interests (other than Disqualified Equity Interests)) and (C) Investments received in respect of any of the foregoing pending application thereof by Holdings, (xii) providing indemnification and contribution to directors, officers, employees, members of management and consultants and the making of any loan to any directors, officers, employees, members of management and consultants contemplated by Section 7.02, (xiii) making Investments in assets that are Cash Equivalents at the time any such Investment is made, (xiv) activities incidental to the consummation of the Transaction, (xv)(1) reincorporating in a new jurisdiction, so long as Holdings remains organized under the Laws of the United States, any state thereof or the District of Columbia and (2) organizational activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower or any Restricted Subsidiary, including the formation of acquisition vehicle entities (subject to the requirements of Section 6.12) and intercompany loans and/or investments incidental to such Permitted Acquisitions or similar Investments in each case consummated substantially contemporaneously with the consummation of the applicable Permitted Acquisitions or similar Investments, (xvi) so long as no Event of Default exists or would result therefrom, Holdings may (i) merge, amalgamate or consolidate with or into any other Person; provided that Holdings shall be the continuing or surviving Person or the continuing or surviving Person shall be organized under the Laws of the United States of America, any state thereof or the District of Columbia and shall expressly assume the obligations of Holdings under the Loan Documents in a manner reasonably acceptable to the Administrative Agent or (ii) change its legal form if the Borrower determines that such action is in its best interests and makes such change in a manner reasonably acceptable to the Administrative Agent (including with respect to the continued perfection of Liens and satisfaction of customary PATRIOT Act requirements) and (xvii) activities incidental to the businesses or activities described in clauses (i) to (xvi) of this Section 7.13.

  • Separate Entity The Borrower is operated as an entity with assets and liabilities distinct from those of the Originator and any Affiliates thereof (other than the Borrower), and the Borrower hereby acknowledges that the Administrative Agent and the Lenders are entering into the transactions contemplated by this Agreement in reliance upon the Borrower’s identity as a separate legal entity from the Originator and from each such other Affiliate of the Originator.

  • Organization; Subsidiaries (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite corporate power and corporate authority to carry on its business as it is now being conducted or presently proposed to be conducted. To the Company's Knowledge, the Company is duly qualified and licensed as a foreign corporation to do business and is in good standing (and has paid all relevant franchise or analogous taxes) in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) The Company owns, either directly or indirectly through one or more of its Subsidiaries, all of the capital stock or other equity interests of its Subsidiaries free and clear of all Liens, except those Liens pursuant to the credit and other loan agreements existing as of the date hereof. There are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Subsidiary, or any commitments of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Subsidiary or pursuant to which any Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. (c) Each Subsidiary is a corporation, limited liability company, partnership, business association or other Person duly organized, validly existing and in good standing (in jurisdictions where such concept is recognized) under the Laws of the jurisdiction of its organization and has the requisite corporate power and authority to carry on its business as it is now being conducted. To the Company's Knowledge, each Subsidiary of the Company is duly qualified and licensed as a foreign corporation or other business entity to do business and is in good standing (and has paid all relevant franchise or analogous taxes) in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure of one or more Subsidiaries to be so qualified or licensed, individually or in the aggregate, has not had and would not be reasonably expected to have a Material Adverse Effect.