Special Purpose Corporations. The Bermuda Partnership has no significant assets (other than Equity Interests of its Subsidiaries and the immaterial assets used for the performance of those activities permitted to be performed by it pursuant to Sections 9.01(b) and (c)) or liabilities (other than under this Agreement and the other Credit Documents to which it is a party and those liabilities permitted to be incurred by it pursuant to Sections 9.01(b) and (c)); provided that notwithstanding the foregoing, the Bermuda Partnership shall be permitted to (i) provide treasury, accounting, logistic and other administrative support services to its Affiliates on an arm’s length basis and hold and retain cash earned in connection with the provision of such services and (ii) receive and hold additional cash and Cash Equivalents from its Subsidiaries and/or Affiliates, so long as, in the case of this clause (ii), the same are promptly (and in any event within one Business Day of receipt thereof) loaned, distributed and/or contributed, subject to Section 9.01(c), to its Subsidiaries and/or Affiliates in accordance with the requirements of Section 9.05 of this Agreement.
Special Purpose Corporations. Holdings has no significant assets (other than the capital stock of the Borrower and immaterial assets used for the performance of those activities permitted to be performed by Holdings pursuant to Section 9.01(b)(i)) or liabilities (other than under this Agreement and the other Transaction Documents to which it is a party and those liabilities permitted to be incurred by Holdings pursuant to Section 9.01(b)(i)).
Special Purpose Corporations. Each of the Parent Entities (other than Parent) was formed to effect the Transaction. Prior to the consummation of the Transaction, no Parent Entity (other than Parent) had any significant assets or liabilities.
Special Purpose Corporations. (a) Holdings has no significant assets (other than (v) cash and Cash Equivalents held by Holdings representing proceeds from the Wellbeing Project Financing, (w) the Equity Interests of Intermediate Holdco, Westlake Wellbeing LLC and The California Wellbeing Institute, LLC, (x) after the issuance thereof, the Equity Interests of each of the Unrestricted Wellbeing Joint Venture, (y) Intercompany Notes evidencing intercompany loans permitted to be made by Holdings pursuant to Section 10.05, and (z) immaterial assets used for the performance of those activities permitted to be performed by Holdings pursuant to Section 10.01(b)) or liabilities (other than under this Agreement and the other Documents (including the Term Credit Documents) to which it is a party (including, the Wellbeing Project Financing Documents), those liabilities permitted to be incurred by Holdings pursuant to Section 10.01(b) and, as and when issued from time to time in accordance with the terms of this Agreement, under Shareholder Subordinated Notes).
Special Purpose Corporations. (a) Each of Holdings, and Acquisition Corp. was formed to effect the Transaction. Prior to the consummation of the Transaction, none of Holdings, or Acquisition Corp. had any significant assets or liabilities.
Special Purpose Corporations. (a) Each License Subsidiary has no significant assets (other than the FCC Licenses held by it) or material liabilities (other than under the other Loan Documents to which it is a party and, after the issuance of any Permitted Subordinated Notes, under the Permitted Subordinated Note Documents to which it is a party).
Special Purpose Corporations. 51 7.26 Subordinated Notes; etc..................................................................51
Special Purpose Corporations. Holdings was formed for the purpose of holding all of the capital stock of the Borrower and is authorized to effect the Transaction and except in connection with the foregoing (or as may be permitted by this Agreement), Holdings engages in no business activities and has no significant assets (other than the stock of the Borrower) or liabilities (other than liabilities which are expressly permitted under this Agreement). Chancellor Broadcasting Licensee was formed for the purpose of holding all rights, title and interests in certain of the FCC Licenses to be used by the Borrower and its Subsidiaries in connection with their respective businesses and otherwise engages in no business activities and has no significant assets or liabilities.
Special Purpose Corporations. (a) [Reserved].
Special Purpose Corporations. Each of the Company and SMCI as of the Closing Date (and prior to giving effect to the Transaction), (x) will have been created solely for purposes of consummating the Transaction and (y) will not have any Indebtedness, liabilities (whether direct or contingent) or commitments other than in connection with the Transaction, pursuant to the Transaction Documents or representing Transaction Costs.
