Dormant Entities definition

Dormant Entities means the entities that are marked with (*) on Exhibit 4.4(a), Exhibit 4.4(b), Exhibit 4.4(c) and Exhibit 4.4(d).

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Dormant Entities means each of the following: (a) Concur Technologies Pty. Ltd. an Australian corporation; and (b) Captura Software International, Ltd., an English corporation.

Dormant Entities means each of the following: (a) Centrics Technology, Inc., a Delaware corporation, (b) Consumer Programs Partner, Inc., a Delaware corporation, (c) CPI Portrait Studios de Mexico, S. de ▇.▇. de C.V., a Mexican corporation, (d) CPI Prints Plus, Inc., a Delaware corporation, (e) CPI Research and Development, Inc., a Delaware corporation, (f) CPI Technology Corp., a Missouri corporation, (g) LBP Partnership, a Missouri general partnership, (h) ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Missouri corporation, (i) P&W/LBP Partnership, a Missouri general partnership, (j) Ridgedale Prints Plus, Inc., a Minnesota corporation, and (k) Texas Portraits, L.P., a Delaware limited partnership.

Examples of Dormant Entities in a sentence

• Each Loan Party (other than Dormant Entities) is validly existing and in good standing under the laws of its jurisdiction of organization; and each Loan Party is duly qualified to do business in each jurisdiction where, because of the nature of its activities or properties, such qualification is required, except for such jurisdictions where the failure to so qualify would not have a Material Adverse Effect.

• 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.

• All of the issued and outstanding Capital Securities of each Wholly-Owned Subsidiary is, directly or indirectly, owned by the Company and is set forth on Schedule 9.8. Except for certain Dormant Entities, the Company has no Subsidiaries that are not Wholly-Owned Subsidiaries.

• This Proxy shall be binding upon and inure solely to the benefit of Camco, and nothing in this Proxy, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Proxy.

• None of the Dormant Entities (i) have or hold any assets of any kind or nature other than the Capital Securities of another Dormant Entity, (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.

More Definitions of Dormant Entities

Dormant Entities has the meaning set forth in the recitals.

Dormant Entities means each of the following: (a) Consumer Programs Partner, Inc., a Delaware corporation; (b) CPI Portrait Studios de Mexico, S. de ▇.▇. de C.V., a Mexico corporation; (c) CPI Prints Plus, Inc., a Delaware corporation; (d) CPI Research and Development, Inc., a Delaware corporation; (e) CPI Technology Corp., a Missouri corporation;

Dormant Entities means the entities that are marked with (*) on Exhibit 4.4(a), Exhibit 4.4(b), Exhibit 4.4(c) and Exhibit 4.4(d). “DPLA” and “DPLAs” have the meaning set forth in Section 8.3(a). “Dutch ▇▇▇▇▇” means GMAC Nederland N.V. “Earning Assets” means, with respect to any ▇▇▇▇▇ or Fincos, the finance receivables and loans, net plus the leased vehicles, net plus the Restricted Cash, in each case of such ▇▇▇▇▇ or Fincos. “Effective Date” has the meaning set forth in Section 8.3(c). “Employee Benefit Plans” has the meaning set forth in Section 4.12(d). “Employee Matters” means any matters relating to Employees other than Tax matters relating to such Persons and any matters relating to the retirement benefits of such Persons under applicable Law or a Pension Plan. “Employees” means any of (i) the former and current employees of AOAG and the Assets Sellers as well as (ii) the former and current employees, legal representatives, directors and officers of any Target Group Company or any Controlled Dealership Entity.

Dormant Entities means each of the following: (a) Centrics Technology, Inc., a Delaware corporation; (b) Consumer Programs Partner, Inc., a Delaware corporation; (c) CPI Portrait Studios de Mexico, S. de ▇.▇. de C.V., a Mexico corporation; (d) CPI Prints Plus, Inc., a Delaware corporation; (e) CPI Research and Development, Inc., a Delaware corporation; (f) CPI Technology Corp., a Missouri corporation; (g) LBP Partnership, a Missouri general partnership; (h) ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Missouri corporation; (i) P&W/LBP Partnership, a Missouri general partnership; (j) Ridgedale Prints Plus, Inc., a Minnesota corporation; and (k) Image Source, Inc., a Missouri corporation. At anytime, with the prior written consent of the Administrative Agent, the Company may request that a Dormant Entity no longer be classified and defined as a Dormant Entity if the Company causes such Dormant Entity to execute a joinder to the Guaranty and Collateral Agreement, and execute or deliver, as appropriate, such other documents, agreements, schedules, certificates, resolutions and opinions as the Administrative Agent may reasonably request.”

Dormant Entities means those entities set forth on Schedule K.

Dormant Entities means, collectively, CEI, ▇▇▇▇▇ Power Operating Corporation, ▇▇▇▇▇ Hydro Inc. and ▇▇▇▇▇ Hydro L.P. (an Ontario limited partnership).

Dormant Entities means each of the following: (a) Centrics Technology, Inc., a Delaware corporation; (b) Consumer Programs Partner, Inc., a Delaware corporation; (c) CPI 1240807.08 Portrait Studios de Mexico, S. de R.▇. de C.V., a Mexico corporation; (d) CPI Prints Plus, Inc., a Delaware corporation; (e) CPI Research and Development, Inc., a Delaware corporation; (f) CPI Technology Corp., a Missouri corporation; (g) LBP Partnership, a Missouri general partnership; (h) m▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Missouri corporation; (i) P&W/LBP Partnership, a Missouri general partnership; (j) Ridgedale Prints Plus, Inc., a Minnesota corporation; and (k) Texas Portraits, L.P., a Delaware limited partnership. EBITDA means, for any period, Consolidated Net Income for such period plus, to the extent deducted in determining such Consolidated Net Income, (a) Interest Expense, (b) income tax expense, (c) depreciation, amortization, (d) non-cash charges not exceeding a cumulative aggregate of $4,000,000 while this Agreement is in existence, for such period, (e) except as noted in the next sentence, cash charges for severance expenses not exceeding a cumulative aggregate of $3,000,000 while this Agreement is in existence, for such period, and (f) if applicable, the Special Adjustment Amount. Clause (e) above shall not be applicable for any calculation made in or pursuant to the defined term “Applicable Margin”. Without duplication of the Special Adjustment Amount, “EBITDA” shall be restated for all relevant Computation Periods to exclude any gains or losses from Asset Dispositions described in clauses (a) and (c) of the definition of Asset Dispositions and any extraordinary gains or losses (as defined under GAAP).