Dormant Subsidiaries Clause Samples

Dormant Subsidiaries. Each of the Dormant Subsidiaries will remain dormant and not engage in any business activities (other than the maintenance of its corporate existence as a dormant entity under English law or Scottish law, as applicable). Each of the Dormant Subsidiaries will not hold any assets, conduct any operations, incur any liabilities (including, without limitation, any Indebtedness) nor grant any Liens.

Dormant Subsidiaries. Each Dormant Subsidiary (a) is not actively engaged in any business, and (b) has no assets with a book value in excess of $1,500,000 or annual revenues in excess of $1,500,000.

Dormant Subsidiaries. No Obligor shall (and the Company shall ensure no member of the Group will) cause or permit any member of the Group which is a Dormant Subsidiary to commence trading or cease to satisfy the criteria for a Dormant Subsidiary unless the Company has given the Agent prior written notice whereupon the relevant entity shall cease to be a Dormant Subsidiary.

Dormant Subsidiaries. As at the Second Effective Date, each Subsidiary of the Company which is not an Original Guarantor is a Dormant Subsidiary.

Dormant Subsidiaries. From and after the date of this Agreement, no Dormant Subsidiary shall (i) conduct or engage in any business, (ii) incur of become liable with respect to any Debt, (iii) acquire any assets, or (iv) enter into any transaction with any of Parent, any Borrower, any of their respective Subsidiaries or any other Person.

Dormant Subsidiaries. The Borrower shall ensure that Southwest Illinois Treatment Center, Inc. and Stonehedge Convalescent Center, Limited Partnership shall remain dormant companies and shall remain dormant until such time as they are dissolved in accordance with the Laws under which they are organized.

Dormant Subsidiaries. (a) To the extent that any Proposed Dormant Subsidiary is not a Dormant Subsidiary on the date being 12 months from the Closing Date, the Company shall ensure that such Proposed Dormant Subsidiary: (i) grants such Security as the Agent may require (acting reasonably); and (ii) becomes an Additional Guarantor in accordance with Clause 29.4 (Additional Guarantors), in each case subject to the Agreed Security Principles and if and to the extent required to ensure the Coverage Test is complied with. (b) No Obligor shall (and the Company shall ensure no member of the Restricted Group will) cause or permit any member of the Restricted Group which is a Dormant Subsidiary to commence trading or cease to satisfy the criteria for a Dormant Subsidiary unless, subject to the Agreed Security Principles, such Dormant Subsidiary becomes an Additional Guarantor if and to the extent required pursuant to Clause 29.4 (Additional Guarantors). (c) No Proposed Dormant Subsidiary shall trade, carry on any business or acquire any assets or incur any liability except as required to give effect to such Proposed Dormant Subsidiary becoming a Dormant Subsidiary in accordance with Clause 25.5(a).

Dormant Subsidiaries. The BVI Borrower shall cause each Dormant Subsidiary to maintain its status as a non-operating company.

Dormant Subsidiaries. If any member of the Group which is, as at the date of this Agreement, a Dormant Subsidiary (which is not incorporated or formed in an Excluded Security Jurisdiction) commences trading and has or acquires revenue or gross assets or net assets (in each case calculated on an unconsolidated basis and excluding goodwill, intra-Group items and investments in members of the Group) which exceed one (1)% of the total revenue or gross assets or net assets of the Group, the Issuer shall procure that within 45 days thereof: (a) the Holding Issuer of that Dormant Subsidiary grants Transaction Security over the shares in such Dormant Subsidiary on terms acceptable to the Security Agent (acting reasonably); and (b) such Dormant Subsidiary becomes an Additional Guarantor in accordance with Clause 24.5 (Additional Guarantor).