Dissolving Subsidiaries Clause Samples
The "Dissolving Subsidiaries" clause outlines the process and conditions under which a parent company may formally terminate or wind up the legal existence of its subsidiary entities. Typically, this clause specifies the required approvals, notifications, and compliance with applicable laws that must be followed before a subsidiary can be dissolved. For example, it may require board or shareholder consent and the settlement of outstanding obligations. The core function of this clause is to provide a clear and orderly framework for dissolving subsidiaries, thereby minimizing legal and financial risks associated with the dissolution process.
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Dissolving Subsidiaries. Each of ABT Canada Limited., L-P Foreign Sales Corporation, Louisiana-Pacific, S.A. de C.V. and Louisiana-Pacific Acquisition Inc. (each, a “Dissolving Subsidiary”) is in the process of, or has been, dissolved, and each such Person has no material assets and no material direct or contingent liabilities.
Dissolving Subsidiaries. Those Subsidiaries whose assets are being sold to Newco in connection with the Island Recapitalization or that CHC anticipates dissolving following the consummation of the Island Recapitalization, consisting of Centerline A/C Investors, LLC, ARCap 2004 RR3 Resecuritization Inc., ARCap 2005 RR5 Resecuritization Inc., Centerline Investors I LLC, Centerline REIT Inc. and Centerline Credit Management LLC; provided, however, that, upon written notice to the Administrative Agent, the Borrowers shall have the unilateral right to delete any Subsidiary from the definition of “Dissolving Subsidiaries” (and, following any such notice, such Subsidiary shall, to the extent applicable, continue as a Guarantor or Pledged Entity). EIT. Centerline Equity Issuer Trust, a Delaware statutory trust. EIT Notes. Those certain three subordinated notes associated with LIHTC Properties known as Lakepointe, Orchard Mill and ▇▇▇▇▇▇▇ ▇▇▇▇, held by EIT on the Closing Date. EIT II. Centerline Equity Issuer Trust II, a Delaware statutory trust.
Dissolving Subsidiaries. Borrower represents and warrants to Silicon that the following are wholly owned subsidiaries of Borrower that Borrower intends to dissolve within thirty (30) days of the date hereof, or, alternatively, merge into Eltrax International, Inc.:
(a) Eltrax ASP Group, LLC; (b) Cereus Bandwidth, LLC; (c) Cereus Technology, Inc.; (d) MessageClick.com, Inc.; (e) Vict▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ations, Inc.; (f) American Internet Media, Inc.; (g) Cereus Technology Partners, Inc.; (h) Eltrax Customer Care Group, Inc.; (i) Eltrax Technology Services Group, Inc.; (j) Eltrax Hospitality Group, Inc.; and (k) Eltrax Group, Inc. Borrower covenants and agrees that while this Agreement is in effect, Borrower shall not transfer any assets or Collateral to such subsidiaries.
Dissolving Subsidiaries. Each of the Dissolving Subsidiaries shall be dissolved by the date that is 90 days after the Closing Date, or such later date as the Administrative Agent shall agree to in writing.
Dissolving Subsidiaries. Notwithstanding anything herein to the contrary, permit any Dissolving Subsidiary at any time to (i) own or have any economic interest in any material asset or property, (ii) incur any material liabilities, (iii) generate any material revenue and (iv) engage in any business or business activity (other than immaterial business or business activity and the dissolution or liquidation and winding up of such Subsidiary as contemplated by the last sentence of the definition of Restricted Subsidiary).
Dissolving Subsidiaries. As soon as reasonably practicable after the Closing Date, the Borrowers agree to, and will, (a) cause all of the Dissolving Subsidiaries to Distribute all of their respective assets to a Borrower or a Guarantor, (b) dissolve or cause to be dissolved all of the Dissolving Subsidiaries, and (c) deliver to the Administrative Agent evidence of such Distributions and dissolutions in form and substance reasonably satisfactory to the Administrative Agent.
Dissolving Subsidiaries. Borrower represents and warrants to Silicon that the following formerly wholly owned subsidiaries of Borrower have been merged into Eltrax International, Inc.:
(a) Eltrax ASP Group, LLC; (b) Cereus Bandwidth, LLC; (c) Cereus Technology, Inc.; (d) ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.; (e) Victory Fax Communications, Inc.; (f) American Internet Media, Inc.; (g) Cereus Technology Partners, Inc.; (h) Eltrax Customer Care Group, Inc.; (i) Eltrax Technology Services Group, Inc.; (j) Eltrax Hospitality Group, Inc.; and (k) Eltrax Group, Inc.