Business and Property of Loan Parties. Upon and after the Original Closing Date, Loan Parties do not propose to engage in any business other than business conducted by the Loan Parties on the Original Closing Date and activities necessary to conduct the foregoing. On the Original Closing Date, each Loan Party will own all the property and possess all of the rights and Consents necessary for the conduct of the business of such Loan Party.
Business and Property of Loan Parties. Upon and after the Closing Date, the Loan Parties do not propose to engage in any material line of business substantially different from those lines of business conducted by Borrower and its Restricted Subsidiaries on the date hereof or any business reasonably related, complementary, synergistic or ancillary thereto or reasonable extensions thereof. On the Closing Date, each Loan Party will own all the property and possess all of the rights and Consents necessary for the conduct of its business.
Business and Property of Loan Parties. (a) Upon and after the Closing Date, the Companies (excluding ZTI, Premisys, Zhone Technologies, Paradyne Networks, Paradyne Corporation and DNS) do not propose to engage in any business other than being a global provider of network access solutions and communications equipment for service provider and enterprise networks and activities necessary to conduct the foregoing. On the Closing Date, each Company will own all the property and/or possess all of the rights and Consents reasonably necessary for the conduct of the business of such Loan Party.
(b) None of ZTI, Premisys, Zhone Technologies, Paradyne Networks, Paradyne Corporation, and DNS (i) engages in any business or other commercial activities, (ii) owns any assets or property, (iii) is liable with respect to any Indebtedness or material Contractual Obligations, or (iv) has granted any Liens over any of its assets or property, in any such case under clauses (i) through (iv) other than: (A) ownership of the Equity Interests of its Subsidiaries existing on the Closing Date and formed or acquired thereafter in accordance with the Agreement, and, in the case of Paradyne Corporation, ownership of Intellectual Property, (B) the maintenance of its corporate existence, and activities and contractual rights incidental thereto and incidental to its status as a holding company; (C) guarantee obligations in favor of Secured Parties with respect to the Obligations, (D) the incurrence of Indebtedness and guarantee obligations and performance of its obligations under the KeyMile Working Capital Facility Guaranty as in effect on the Closing Date or as amended in accordance with the provisions of this Agreement, and (E) the incurrence of obligations and liabilities (including indemnification obligations and liabilities) under the KeyMile Acquisition Documents as in effect on the Closing Date or as amended in accordance with the provisions of this Agreement.
(c) [RESERVED].
(d) No Dormant Subsidiary (i) renders any services to any Customer (other than another Company) that results in the creation of any Receivable or otherwise currently engages in any business of any kind (other than with any other Company), or (ii) owns any property or assets (other than any asserts of property of de minimus value, which may include the Equity Interests of any other Dormant Subsidiary).
(e) As of the Closing Date, there are no Tier II Material Subsidiaries or Tier I Material Subsidiaries.
Business and Property of Loan Parties. Upon and after the Closing Date, Loan Parties do not propose to engage in any business other than designing, sourcing and marketing one or more lines of women’s apparel. On the Closing Date, each Loan Party will own all the property and possess all of the rights and Consents necessary for the conduct of the business of such Loan Party.
Business and Property of Loan Parties. Upon and after the Closing Date, Loan Parties and their Subsidiaries do not propose to engage in any business other than the manufacture, distribution and sale of compact track (CTL) and skid steer loaders and supplying complete undercarriages and parts to CAT for use on compact track loaders and activities necessary to conduct the foregoing. On the Closing Date, each Loan Party and each Subsidiary will own all the property and possess all of the rights and Consents necessary for the conduct of the business of such Loan Party or Subsidiary.
Business and Property of Loan Parties. (a) Upon and after the Closing Date, Loan Parties do not propose to engage in any business other than the manufacture, distribution, sale and servicing of surface mining equipment and activities necessary to conduct the foregoing.
(b) On the Closing Date, each Loan Party will own all the property and possess all of the rights and Consents necessary for the conduct of the business of such Loan Party. Each Loan Party has (i) good, sufficient and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real and personal property), and (iii) good title to (in the case of all other personal property), all of their respective properties and assets reflected in their respective financial statements referred to in Section 8.1(c) and in the most recent financial statements delivered pursuant to Sections 9.7 and 9.8, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under Section 7.1. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens.
(c) As of the Closing Date, Schedule 5.22 contains a true, accurate and complete list of (i) all Real Property, and (ii) all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting each Real Property of any Loan Party, regardless of whether such Loan Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment. Each agreement listed in clause (ii) of the immediately preceding sentence is in full force and effect and no Loan Party has knowledge of any default that has occurred and is continuing thereunder, and each such agreement constitutes the legally valid and binding obligation of each applicable Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles.
Business and Property of Loan Parties. Upon and after the Closing Date, Loan Parties do not propose to engage in any business other than business conducted by Loan Parties on the Closing Date and activities necessary to conduct the foregoing other than research and development of certain technology relating to emissions controls, and that Loan Parties intend to continue the development of such technology and commercial applications for such technology, and may, subject to the terms of this Agreement, consider commercial relationships with third parties with respect to the development and commercialization of such technology. On the Closing Date, each Loan Party will own all the property and possess all of the rights and Consents necessary for the continued conduct of the business of such Loan Party.
Business and Property of Loan Parties. Upon and after the Closing Date, Loan Parties and their Subsidiaries do not propose to engage in any business other than as currently conducted and related activities necessary to conduct the foregoing, including the manufacture, sale or distribution of any Firearms or Ammunition. Each Loan Party and each Subsidiary of a Loan Party owns or leases all the property and possesses all of the rights and consents necessary for the conduct of the business of such Loan Party and such Subsidiary except as could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
Business and Property of Loan Parties. Upon and after the Closing Date, the Loan Parties and their Restricted Subsidiaries do not propose to engage in any business other than business relating to oil field services and related activities and ancillary, supplementary and complementary lines of business. On the Third Amendment Closing Date, the Loan Parties and their Restricted Subsidiaries, taken as a whole, will own all the property and possess all of the rights and Consents necessary for the conduct of the business of the Loan Parties and their Restricted Subsidiaries, taken as a whole, except where such failure would not reasonably be expected to have a Material Adverse Effect.
Business and Property of Loan Parties. Upon and after the Closing Date, the Loan Parties do not engage in any business other than the manufacture, sale, processing, distribution or finishing of specialty materials and components, and related lines of business, 268323208 substantially as conducted and operated by such Loan Party or Subsidiary during the present fiscal year.
