Development Entities definition
Examples of Development Entities in a sentence
The Company will ensure that at all times the Company and each Restricted Subsidiary, or their respective successors as permitted by Section 10.2, are directly or indirectly wholly-owned Subsidiaries of the Company, or are Joint Venture Development Entities.
Seller shall cause the officers of the Property Entities, the Development Entities, Manager Sub and Campus Developer to deliver resignations from each such position effective as of the time of the applicable closing.
Purchaser shall be responsible for and shall cause to be prepared and timely filed (at its sole cost and expense) all Tax Returns of the Property Entities, the Development Entities, Manager Sub, and Campus Developer for all Straddle Periods, shall pay or cause to be paid all Taxes required to be paid with respect to such Tax Returns, and shall give Campus a reasonable opportunity to review and comment on all such Tax Returns prior to filing.
The Borrower and the Restricted Subsidiaries that are not Operating JV Development Entities will be direct or indirect wholly-owned Subsidiaries of the Borrower, provided that any direct or indirect Subsidiary of the Borrower that owns any Voting Securities of an Operating JV Development Entity which is a Restricted JV Development Entity will be a Restricted Subsidiary.
Such credit will only be given for profit distributions, and will not apply to any fees for services rendered by any Affiliate Development Entities or any other entities.
None of the Development Entities has incurred any indebtedness for borrowed money in excess of $5,000,000, including indebtedness evidenced by a note, bond, debenture or similar instrument.
The actions listed in Section 3.3(a) of the Campus Disclosure Letter (each an “Investor Approval”) are the only votes or consents of the holders of any class or series of equity securities of Campus, Campus Developer Owner, the Property Entities and the Development Entities needed to authorize the Property Transactions and the Contribution Transaction, except for the votes or consents of such holders that have been obtained as of the date hereof (each, an “Existing Approval”).
No claim of any deficiency, assessment or collection of Taxes has been asserted or threatened in writing by any Governmental Entity against any of the Property Entities, any of the Development Entities, Manager Sub or Campus Developer.
None of the Property Entities, the Development Entities, Campus Developer or Manager Sub has or will have outstanding any debt security that has the right to vote or is convertible into any Equity Interests.
Purchaser shall be responsible for all Tax Returns and all Taxes of the Property Entities, the Development Entities, Manager Sub, and Campus Developer for all taxable periods beginning after the date of the Proration Time with respect to such entity.