Dissolution of Certain Subsidiaries. (a) On or before December 31, 2006 (or such later date that is acceptable to Agent), Noble Logistic Services, Inc. (MI) (“NLS-MI”), Noble Construction Equipment, Inc. (“Noble Construction”) and Central Transportation and Delivery, Inc. (“Central Transportation”) shall be dissolved and any assets owned by such entity at the time of dissolution shall be distributed in compliance with Section 8.5(e) hereof, provided that, with respect to any such entity which is not so dissolved by such date, Borrower shall cause such entity to (i) execute and deliver to Agent, (a) at Agent’s option, a Guaranty or a joinder agreement to the Guaranty whereby such entity becomes obligated as a Guarantor under the Guaranty; and (b) at Agent’s option, a Security Agreement or a joinder agreement to the Security Agreement whereby such entity grants a Lien over its assets as set forth in the Security Agreement, in each case in form reasonably satisfactory to Agent, in its reasonable discretion, (ii) take such additional actions as may be necessary to ensure a valid first priority Lien over its assets, subject only to the other Liens permitted pursuant to Section 8.2 of this Agreement, and (iii) deliver such supporting documentation, including without limitation corporate authority items, certificates and opinions of counsel, as reasonably required by the Agent; provided further, that until such time as such entity has delivered the agreements and other items described in clauses (i), (ii) and (iii) herein, it shall not (i) maintain or conduct, either directly or indirectly, any business operations, (ii) own any Subsidiary or any real or material personal property or be the payee on any material debt obligations or accounts, or (iii) have any material liabilities or obligations to any third party creditors.
(b) Noble Logistics Services, Inc. (California) (“NLS-CA”) shall not (i) maintain or conduct, either directly or indirectly, any business operations, (ii) own any Subsidiary or any real or material personal property other than a $1,550,000 promissory note payable to NLS-CA previously disclosed to the Agent, or (iii) have any material liabilities or obligations to any third party creditors.
Dissolution of Certain Subsidiaries. Borrower shall cause Pinnacle Rehab of Gwinnette and Pinnacle's Kansas Joint Venture to be dissolved on or before December 31, 1998. Borrower shall not, directly or indirectly, make any capital contributions or other investments in, loans to, guarantees or other obligations on behalf of, or other payments, distributions or contributions to or for the benefit of, Pinnacle Rehab of Gwinnette or Pinnacle's Kansas Joint Venture on or after the Closing Date, except for payment of immaterial expenses on behalf of such entities relating to their dissolution. or dividend. [REVIEW STATUS]
Dissolution of Certain Subsidiaries. Prior to the Effective Time, the Company shall cause (i) the winding up and dissolution of the following Subsidiaries and (ii) each such Subsidiary to surrender its right to do business in all jurisdictions in which such Subsidiary is registered to do business (such windings up, dissolutions and surrenders to be effective no later than the Effective Time): (i) Coronado Instruments, Inc.; and (ii) Xxxxxxx Outdoor Corporation.
Dissolution of Certain Subsidiaries. Parent shall have received evidence of the dissolution of Two Bit Circus PHX, LLC, Two Bit Circus DEN, LLC and Two Bit Circus PIT, LLC, and, in the event that any of the foregoing subsidiaries are not wholly owned by the Company, then Parent shall have received evidence that all of the assets of such subsidiary (or subsidiaries) have been transferred to the Company, free and clear of all Liens.
Dissolution of Certain Subsidiaries. Within sixty (60) days following the First Amendment Date, Borrower shall cause each of Tech Industries U.K. Ltd., 00 Xxxxxxxxx Xxxxxx Limited Partnership and Fairmount Realty Associates to be dissolved and liquidated.
Dissolution of Certain Subsidiaries. As soon as reasonably practicable, Company shall cause the corporate or partnership dissolution and liquidation of each of the entities identified in subsection 5.24, and shall deliver to Agent copies of certificates of dissolution for each such entity filed with the secretary of state of the state of incorporation or organization for each such entity. Company shall cause each such entity to have no assets on and after the Effective Date. After the dissolution thereof, each such entity shall cease to be a Guarantor or a Credit Party.
Dissolution of Certain Subsidiaries. 58 (o) [Intentionally Omitted].................................................................... 58 (p) Further Assurances......................................................................... 58 (q) Owned Facilities - Termination of Liens; Intercreditor Agreements.......................... 58 (r) Leased Facilities - Termination of Liens; Intercreditor Agreements; Trustee Agreements..... 59 8.02
Dissolution of Certain Subsidiaries. ATI shall have commenced the liquidation and dissolution of Xxxxxxx Instruments, PTY Ltd. and Unicam AG; and ATI shall have delivered to Thermedics evidence of the commencement of such liquidations and dissolutions as shall be reasonably satisfactory to Thermedics, together with such evidence of the completed liquidations and dissolutions of Cryolect Scientific, Orion Research AG, and Xxxxxxx Instruments GmbH.
Dissolution of Certain Subsidiaries. Prior to their dissolution, the Borrower shall not permit any of (i) Madison Xxxx Xxxxx Lending, LLC, (ii) Irvine Mezzanine Lending, LLC; (iii) City Vista Mezzanine Lending, LLC (iv) Iris Crosstown Mezzanine Lending, LLC, or (v) Newport Xxxxxxx Mezzanine Lending, LLC to own any assets.
Dissolution of Certain Subsidiaries. The Company shall cause the dissolution of Allied Esports Atlanta, LLC and Black Ridge Allied, LLC to be effective within seven (7) calendar days of the date hereof. The Company shall cause the dissolution of WPT Studios Worldwide Limited and WPT Distribution Worldwide Limited to be effective on or prior to August 31, 2020.
