Bankruptcy Remote Entity Sample Clauses

Bankruptcy Remote Entity. The Borrower represents, warrants and covenants that it has not and will not:
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Bankruptcy Remote Entity. If a Healthcare Realty Affiliate ------------------------ desires to acquire the Project from New Borrower rather than the Pledged Interests and the Pledged Stock, the Healthcare Realty Affiliate shall be a single purpose, bankruptcy remote entity reasonably acceptable to Lender and meeting at least the same bankruptcy remote entity requirements of New Borrower and any reasonable additional bankruptcy remote entity requirements required by Lender at the time of transfer of the Project (a "Bankruptcy Remote Entity"). ------------------------ In addition, the Healthcare Realty Affiliate acquiring the Project shall have provided to Lender non-consolidation, authority and enforceability opinions issued by counsel reasonably acceptable to Lender containing substantially the same opinions contained in the non-consolidation, authority and enforceability opinions delivered to Lender in connection with the assumption of the Loan by New Borrower as contemplated hereby;
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Bankruptcy Remote Entity. In the event that Tenant or a Tenant ------------------------ Affiliate desires to acquire the Project from New Borrower, Tenant or a Tenant Affiliate shall be a Bankruptcy Remote Entity and shall cause to be delivered to Lender the legal opinions described in Section 3.3(e) hereof;
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Bankruptcy Remote Entity. Each of the covenants and agreements contained in Sections 1.4, 3.1, 3.2, 3.5, 3.6 and 7.1 of the Limited Liability Company Agreement of Land Owner, Paragraphs 3, 4, 5 and 6 of the Amended and Restated Certificate of Formation of Land Owner, Articles 2, 6, 7 and 8 of the Certificate of Incorporation of Rock-Forty-Ninth, Inc., as amended by the Certificate of Amendment of the Certificate of Incorporation of Rock-Forty-Ninth Inc., and Articles 2, 6, 7 and 8 of the Certificate of Incorporation of Rock-Plaza, Inc. (collectively, the "SPE Covenants") are hereby incorporated herein by reference as if fully set forth herein for the benefit of Building Owner. Each of Land Owner, Rock-Forty-Ninth, Inc. and Rock-Plaza, Inc. hereby covenant and agree to comply, at all times, with the SPE Covenants contained in their respective organizational documents and Rock-Forty-Ninth, Inc. and Rock-Plaza, Inc. further covenant and agree to cause Land Owner to comply, at all times, with the SPE Covenants contained in the Limited Liability Company Agreement and Amended and Restated
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Bankruptcy Remote Entity. The Borrower has not and will not:
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Bankruptcy Remote Entity. Grantor represents, warrants and covenants to Grantee that, in the event that Grantee exercises the rights set forth in Section 12.01 of this Deed to Secure Debt, then Grantor shall modify its organizational structure such that either (i) Grantor becomes, and thereafter will at all times remain, an IDE (defined below); or (ii) Grantor forms a managing member that becomes and thereafter at all times thereafter remains an IDE. The organizational documents of Grantor and its controlling constituent entities shall, in connection with the satisfaction of the IDE requirements, be subject to Grantee's approval and shall not thereafter be modified, amended or revised without the prior written consent of Grantee. For purposes of this Section, the term "IDE" means an SPE (y) whose board of directors or other governing body includes at least one (1) independent director, as contemplated by Section 14.03 above, and (z) whose organizational documents require the unanimous vote of all director(s), general partner(s) or member(s) as applicable, to authorize (1) the filing of a bankruptcy petition or to otherwise institute insolvency proceedings with respect to Grantor or such entity, and (2) any amendment to the organizational document provisions of Grantor or such entity that specify the approvals to be obtained prior to the institution of bankruptcy or insolvency proceedings, including, without limitation, the vote of the independent director(s), general partner(s) or member(s), as applicable.
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Bankruptcy Remote Entity. For the avoidance of doubt, any amendment or modification to any Required SPE’s Constituent Documents that has the sole effect of modifying such Required SPE’s authorized officers shall not require the prior written consent of Lender. 4.2.18
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Bankruptcy Remote Entity. At all times that MPT Picasso TRS, or any of its Affiliates owns any Equity Interest (or securities convertible into an Equity Interest) in PHP Holdings, the applicable Prospect Parties shall: (a) except as specifically provided for in the PhysicianCo Term Loan Documents executed as of the date hereof, cause PHP Holdings to be operated as a Bankruptcy Remote Entity, (b) Prospect Medical shall own any of its Equity Interest (or securities convertible into Equity Interests) in PHP Holdings (and otherwise own any direct or indirect interest in the managed care business of PHP Holdings and its Subsidiaries as currently conducted by the Prospect Parties) only through ownership structures expressly provided for in this Agreement or as otherwise consented to in writing by the MPT Parties, and (c) except as specifically provided for in the PhysicianCo Term Loan Documents executed as of the date hereof, none of Prospect Medical or its other Affiliates (excluding PHP Holdings and its Subsidiaries) shall guarantee or otherwise obligate itself, with respect to the debts of any of PHP Holdings or its Subsidiaries.
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Related to Bankruptcy Remote Entity

  • No Bankruptcy Proceedings No Person shall have commenced a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law. The Company shall not have, pursuant to or within the meaning of any Bankruptcy Law, (a) commenced a voluntary case, (b) consented to the entry of an order for relief against it in an involuntary case, (c) consented to the appointment of a Custodian of the Company or for all or substantially all of its property, or (d) made a general assignment for the benefit of its creditors. A court of competent jurisdiction shall not have entered an order or decree under any Bankruptcy Law that (I) is for relief against the Company in an involuntary case, (II) appoints a Custodian of the Company or for all or substantially all of its property, or (III) orders the liquidation of the Company or any of its Subsidiaries.

  • Involuntary Bankruptcy or Insolvency Proceedings Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency or other similar law or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within thirty (30) days of commencement.

  • Bankruptcy Proceedings The commencement of any proceedings by or against Guarantor under any applicable bankruptcy, reorganization, liquidation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, trustee or other similar official is sought to be appointed for it;

  • Insolvency or Liquidation Proceedings (a) If in any Insolvency or Liquidation Proceeding and prior to the Discharge of Priority Lien Obligations, the holders of Priority Lien Obligations by an Act of Required Debtholders consent to any order:

  • Voluntary Bankruptcy or Insolvency Proceedings The Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) admit in writing its inability to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated, (v) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (vi) take any action for the purpose of effecting any of the foregoing; or

  • No Bankrupt Obligors As of the Cutoff Date, no Receivable was due from an Obligor that was the subject of a proceeding under the Bankruptcy Code of the United States or was bankrupt.

  • Insolvency or Bankruptcy The death, dissolution or insolvency of, appointment of a receiver by or on behalf of, application of any debtor relief law, the assignment for the benefit of creditors by or on behalf of, the voluntary or involuntary termination of existence by, or the commencement of any proceeding under any present or future federal or state insolvency, bankruptcy, reorganization, composition or debtor relief law by or against me or any co-signer, endorser, surety or guarantor of this Agreement or any other obligations I have with you.

  • Insolvency Proceedings, Etc Any Loan Party or any of its Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or

  • Insolvency Proceedings Any corporate action, legal proceedings or other procedure or step is taken in relation to:

  • Insolvency; Voluntary Proceedings The Company or any Material Subsidiary (i) ceases or fails to be solvent, or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any, whether at stated maturity or otherwise; (ii) voluntarily ceases to conduct its business in the ordinary course; (iii) commences any Insolvency Proceeding with respect to itself; or (iv) takes any action to effectuate or authorize any of the foregoing; or

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