Dormant Entities. None of the Dormant Entities (i) have or hold any assets of any kind or nature other than the Capital Securities of another Loan Party, (ii) have any liabilities, obligations or Debt of any kind other than incidental corporate maintenance items, incidental tax liabilities, or (iii) have any operations or employees. The complete and accurate legal name and state of formation of each Dormant Entity is fully, completely and accurately listed in the definition of “Dormant Entity.”
Dormant Entities. Not allow or permit any Dormant Entity to (i) have or hold any assets of any kind or nature other than the Capital Securities of another Loan Party, (ii) have or incur any liabilities, obligations or Debt of any kind other than incidental corporate maintenance items, incidental tax liabilities, or (iii) have any operations or employees.
Dormant Entities. (a) There are no dormant entities among the Target Group Companies other than those dormant entities identified in Exhibit 4.19.
(b) Except as set forth on Exhibit 4.19, no Dormant Entity has any asset or liability other than the minimum statutorily required share capital.
Dormant Entities. Each Dormant Entity has: (a) been dissolved in accordance with the laws of its jurisdiction of organization, (b) forfeited its charter under the laws of its state of organization, (c) been merged out of existence, (d) been suspended or deemed "inactive" under the laws of its state of organization with no intention by any Credit Party to reinstate, or (e) all of its Stock or other equity securities outstanding issued to and held by Persons other than Borrower and the other Credit Parties. No Credit Party is party to any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) or has any contractual relationship with any Dormant Entity, nor does any Credit Party have any plans to enter into any such transaction or contractual relationship with any Dormant Entity.
Dormant Entities. Neither Borrower nor any other Credit Party will: (a) become party to any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) or establish any contractual relationship with any Dormant Entity, (b) reinstate any Dormant Entity, or (c) purchase all or any portion of the Stock or other equity securities of any Dormant Entity.
Dormant Entities. As at the Signature Date, the Subsidiaries of the Borrower listed in Annexure L (“Dormant Entities”) are not trading or conducting business of any nature whatsoever. If any Dormant Entity recommences any trading or conducts any business at any time during the term of this Agreement, the Borrower shall forthwith notify the Lender thereof.
Dormant Entities. Exhibit 5.4 Form of Voting Undertaking and Extract of the Minutes of the Management Board (Directoire) and Supervisory Board (conseil de surveillance) Exhibit 6.1(a)(xix) New Campaigns or Initiatives Exhibit 6.1 Conduct of Business Prior to Closing
Dormant Entities. The definition of “Dormant Entities” in Section 1.1 of the Credit Agreement is deleted and replaced with the following:
Dormant Entities. None of the Dormant Entities (a) have or hold any assets of any kind or nature, (b) have any liabilities, obligations or Indebtedness of any kind, and (c) have any operations or employees.
Dormant Entities. Prior to Closing, the CareMax Group or IMC Parent, as applicable, shall transfer or cause its applicable Subsidiary to transfer, convey and assign on an “as-is,” “where-is” basis, and without any liability or obligation on the part of the applicable transferor or any other member of the Company Group, all of the such transferor’s right, title and interest in and to the Equity Interests and other securities of the entities listed in Section 6.25 of the Company Disclosure Schedules (the “Dormant Entities”) to a Person other than a member of the Company Group (the “Pre-Closing Transfer”), and shall promptly provide true, correct and complete copies of all Contracts related to and implementing the Pre-Closing Transfer to DFHT.
