Limited Purpose Entity Clause Samples
A Limited Purpose Entity clause defines an entity that is created and operated solely for a specific, narrowly defined business purpose. In practice, this means the entity is restricted from engaging in activities outside its stated purpose, such as holding only certain assets or entering into specific types of transactions. The core function of this clause is to isolate risk and ensure that the entity’s obligations and liabilities are limited to its designated activities, thereby protecting other assets or interests from exposure.
Limited Purpose Entity. (i) The Borrower at all times since its formation has been, and will continue to be, a limited liability company formed under the laws of the state of Delaware. The Borrower at all times since its formation has been, and will continue to be, duly qualified in its jurisdiction of formation and each other jurisdiction in which such qualification was or may be necessary for the conduct of its business, except where the failure to be so qualified in any jurisdiction would not reasonably be expected to have a Material Adverse Effect;
(ii) the Borrower at all times since its formation has complied, and will continue to comply, with its Constituent Documents and the laws of the jurisdiction of its incorporation relating to companies formed with limited liability under the laws of the state of Delaware;
(iii) all customary formalities regarding the existence of the Borrower have been observed at all times since its formation and will continue to be observed;
(iv) the Borrower has been adequately capitalized at all times since its formation and will continue to be adequately capitalized in light of the nature of its business; and
(v) the Borrower has not any time since its formation assumed or guaranteed, and will not assume or guarantee, the liabilities of any other Persons (other than any (A) reimbursement obligation or indemnity in favor of its officers or directors; provided that any such reimbursement obligation or indemnity shall be subject to the Priority of Payments (B) the assumption of the obligations in connection with the ordinary course purchase, sale or receipt as a contribution of Collateral Loans).
Limited Purpose Entity. The Borrower at all times since its formation has been, and will continue to be, a limited liability company formed under the laws of the state of Delaware. The Borrower at all times since its formation has been, and will continue to be, duly qualified in its jurisdiction of formation and each other jurisdiction in which such qualification was or may be necessary for the conduct of its business, except where the failure to be so qualified in any jurisdiction would not reasonably be expected to have a Material Adverse Effect;
Limited Purpose Entity. The assets constituting the respective Projects are the only assets owned by the respective Project Company. The sole business of each Project Company is, and has been during its entire existence, the development, planning and permitting of the respective Project.
Limited Purpose Entity. (1) The Equity Holder and the Borrower (each, an “SPV Entity”) shall each continue to be a duly organized and existing limited liability company formed under the laws of Delaware. Each Group Member shall continue to be duly qualified in each jurisdiction in which such qualification was or is necessary for the conduct of its business, except where the failure to be so qualified in any jurisdiction could not reasonably be expected to have a Material Adverse Effect.
(2) The Equity Holder, the Borrower and each other Loan Party shall continue to comply, in all material respects, with the provisions of its Organizational Documents and the laws of the jurisdiction of its formation.
(3) All customary formalities regarding the existence of the Equity Holder, the Borrower and each other Loan Party shall continue to be observed.
Limited Purpose Entity. (1) The Borrower at all times since its registration has been, and will continue to be, a duly registered and existing limited partnership formed under the laws of the State of Delaware. The Borrower at all times since its formation has been, and will continue to be, duly qualified in each jurisdiction in which such qualification was or is necessary for the conduct of its business, except where the failure to be so qualified in any jurisdiction could not reasonably be expected to have a Material Adverse Effect.
(2) The Borrower at all times since its formation has complied, and will continue to comply, in all material respects with the provisions of its Constituent Documents and the laws of the jurisdiction of its formation.
(3) All customary formalities regarding the existence of the Borrower have been observed at all times since its formation and will continue to be observed.
(4) The Borrower has been adequately capitalized at all times since its formation and will continue to be adequately capitalized in light of the nature of its business.
(5) The Borrower has not any time since its formation assumed or guaranteed, and will not assume or guarantee, the liabilities of any other Persons (other than the endorsement of instruments for collection in the ordinary course of business).
Limited Purpose Entity. Since its formation, Seller has engaged solely in the business of developing, constructing, owning and operating the Project, including the Project Assets.
Limited Purpose Entity. Since its inception the Company has not conducted any business other than directly owning the Subsidiaries, and since their inception, the Subsidiaries have not conducted any business other than directly or indirectly owning, developing, constructing, operating, maintaining, financing, and leasing the Properties and have not owned any asset which is not related or incidental thereto
Limited Purpose Entity. (i) The Equity Holder and the Borrower (each, an “SPV Entity”) shall each continue to be a duly organized and existing limited liability company formed under the laws of Delaware. Each other Loan Party, Tax Equity JV or Lessee shall continue to be duly qualified in each jurisdiction in which such qualification was or is necessary for the conduct of its business, except where the failure to be so qualified in any jurisdiction could not reasonably be expected to have a Material Adverse Effect.
(ii) The Equity Holder, the Borrower and each other Loan Party shall continue to comply, in all material respects, with the provisions of its organizational documents and the laws of the jurisdiction of its formation.
(iii) All customary formalities regarding the existence of the Equity Holder, the Borrower and each other Loan Party shall continue to be observed.
Limited Purpose Entity. Each of Mortgage Subsidiary and REO Subsidiary shall be a limited purpose entity, and each of the Seller, Mortgage Subsidiary and REO Subsidiary shall (i) own no assets other than (a) the assets specifically contemplated by the Program Agreements or any G▇▇▇▇▇▇ Affiliate Repo or (b) those acquired in connection with an Unrelated Transaction, and will not engage in any business, other than the assets and transactions specifically contemplated by the Program Agreements or any G▇▇▇▇▇▇ Affiliate Repo; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Program Agreements or any G▇▇▇▇▇▇ Affiliate Repo; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any Affiliate; (iv) pay its debts and liabilities only from its own assets; (v) comply with the provisions of its organizational documents; (vi)(A) do all things necessary to observe organizational formalities and to preserve its existence, and (B) not amend, modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed, without the Repo Agent’s prior written consent; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated to the extent that consolidation is required under GAAP or applicable Requirements of Law); (viii) be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other; (ix) not enter into any transactions other than transactions specifically contemplated by the Program Agreements or any G▇▇▇▇▇▇ Affiliate Repo with any Affiliates or capital contributions made by direct or indirect members, partners and shareholders to Seller; (x) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (xi) not engage in or suffer any change of ownership, dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (xii...
Limited Purpose Entity. (1) All customary formalities regarding the existence of each of the Borrower and Equity Holder have been observed at all times since their respective formations and will continue to be observed.