Single Purpose Covenants. (a) Each Borrower shall at all times be a Single Purpose Entity. For the purpose of this Agreement a “
Single Purpose Covenants. (a) The Guarantor has not owned, and does not own and will not own any assets other than (i) its direct ownership interest in the Issuer and Related Property, (ii) in connection with the addition of an Additional Asset Entity pursuant to the Indenture, the ownership interests in such Additional Asset Entity pending the contribution thereof to the Issuer or an Asset Entity and (iii) assets to be immediately contributed by the Guarantor to the Issuer or an Asset Entity.
Single Purpose Covenants. The Lessee shall, at all times during the Term, (a) be formed and organized solely for the purpose of owning the Lessee Interest and using, possessing, leasing, operating and otherwise dealing with the LMM Airport Facility (and carrying out any activities permitted pursuant to this Agreement (and any activities reasonably incidental thereto, including the financing thereof and of the Transaction)), (b) not engage in any business unrelated to clause (a) above, (c) not have any assets other than those related to its activities in accordance with clauses (a) and (b) above, (d) maintain its own separate books and records and its own accounts, in each case that are separate and apart from the books and records and accounts of any other Person; provided, however, that the Lessee’s assets may be included in a consolidated financial statement of a direct or indirect shareholder or other owner of a beneficial interest of the Lessee if inclusion on such consolidated financial statement is required to comply with the requirement of generally accepted accounting principles of the relevant jurisdiction, but only if (i) such consolidated financial statement shall be appropriately footnoted to the effect that the Lessee’s assets are owned by the Lessee and that they are being included on the consolidated financial statement of such shareholder or other owner of a beneficial interest only to comply with the requirements of generally accepted accounting principles of the relevant jurisdiction and (ii) such assets shall be listed on the Lessee’s own separate balance sheet,
Single Purpose Covenants. The Concessionaire shall, at all times during the Term: (a) be formed and organized solely for the purpose of owning the Concessionaire Interest and developing, constructing, using, possessing, maintaining, operating, collecting Revenues with respect to and otherwise dealing with the Plant and performing or subcontracting the Plant Services (and carrying out other activities permitted pursuant to this Agreement and any other activities reasonably incidental thereto (including the financing thereof and of the Concession)); (b) not engage in any business unrelated to clause (a) above and not incur any Indebtedness other than Permitted Indebtedness; (c) not have any assets other than those related to its activities in accordance with clauses (a) and (b) above; (d) maintain its own separate full and complete books and records and its own accounts, in each case which are separate and apart from the books and records and accounts of any other Person; provided, however, that the Concessionaire's assets may be included in a consolidated financial statement of a direct or indirect equity holder or other owner of a beneficial interest of the Concessionaire if inclusion on such consolidated financial statement is required to comply with the requirement of generally accepted accounting principles of the relevant jurisdiction, but only if (i) such consolidated financial statement shall be appropriately footnoted to the effect that the Concessionaire's assets are owned by the Concessionaire and that they are being included on the consolidated financial statement of such shareholder or other owner of a beneficial interest only to comply with the requirements of generally accepted accounting principles of the relevant jurisdiction and (ii) such assets shall be listed on the Concessionaire's own separate balance sheet; (e) hold itself out as being a Person, separate and apart from any other Person; (f) not commingle its funds or assets with those of any other Person; (g) conduct its own business in its own name independently and through its own authorized officers and agents; (h) except as noted in clause (d) above, maintain separate financial statements and file its own tax returns (to the extent required by Applicable Law); (i) pay its own debts and liabilities when they become due out of its own funds; (j) observe all corporate, limited partnership or limited liability company, as applicable, formalities and do all things necessary to preserve its existence; (k) have su...
Single Purpose Covenants. The Concessionaire shall, at all times during the Term, (i) be formed and organized solely for the purpose of owning the Concessionaire Interest and using, possessing, operating and collecting Metered Parking Revenues with respect to and otherwise dealing with the Metered Parking System (and carrying out the Metered Parking Services and other activities permitted pursuant to this Agreement (and any activities reasonably incidental thereto)), (ii) not engage in any business unrelated to clause (i) above, (iii) not have any assets other than those related to its activities in accordance with clauses (i) and (ii) above,
Single Purpose Covenants. Until the Obligations have been indefeasibly paid to Lender in cash and all obligations of the Lender under this Agreement and the other Loan Documents have terminated, Borrower shall observe and comply with the following covenants: Borrower shall limit the nature, purpose and conduct of its business to engage solely in the following ctivities set forth in . Borrower shall conduct its affairs in accordance with the following provisions: It shall establish and maintain an office through which its business shall be conducted and shall allocate fairly and reasonably any overhead for shared office space, and any common employee salaries. It shall maintain records and books of account separate from those of any other Person. When applicable, its board of managers shall hold appropriate meetings (or act by written consent) to authorize all appropriate company action. It shall observe all [the form of organization of Borrower] formalities necessary to maintain its separate existence. It shall not commingle its assets or funds, including, without limitation, bank accounts, with those of any other Person. It shall maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets from those of other Persons. It shall hold all of its assets and conduct all of its business in its own name, and not that of any other Person. It shall not pledge its assets for the benefit of any other Person, other than Lender pursuant to the Loan Documents. It shall hold itself out to its creditors and the public as a legal entity separate and distinct from any other Person. It shall maintain financial statements separate from any other Person, and not have its assets listed on any financial statement of any other Person [OPTIONAL BORROWER PROVISION: ; provided, however, Borrower's assets may be included in a consolidated financial statement of its Affiliate so long as appropriate notation is made on such consolidated financial statement to indicate the separateness of Borrower from such Affiliate, and to indicate that Borrower's assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person]. It shall prepare and file its own tax returns separate from those of any other Person, and pay any taxes required to be paid by applicable Law. It shall pay any liabilities out of its own funds (including, without limitation, from proceeds of the Loan), including, without limitation, salarie...
Single Purpose Covenants. While the Debt is outstanding, the Borrower hereby represents, covenants and agrees, and will cause its organizational documents and those of the Mezzanine Borrower to reflect, that it (or the Mezzanine Borrower, as the case may be) has not and shall not:
Single Purpose Covenants. The Concessionaire shall, at all times during the Term, (i) be formed and organized solely for the purpose of owning the Concessionaire Interest and, at the option of the Concessionaire, the “Concessionaire Interest” as such term is defined under the Facilities Agreement and using, possessing, operating and collecting (A) Metered Parking Revenues with respect to and otherwise dealing with the Metered Parking System (and carrying out other activities permitted pursuant to this Agreement (and any activities reasonably incidental thereto)) and
Single Purpose Covenants. Notwithstanding any other provision of this Agreement to the contrary, for so long as the Partnership is required to comply with the Loan Agreement, and thereafter until the Partners unanimously agree otherwise, the Partnership shall:
Single Purpose Covenants. The Concessionaire shall, at all times during the Term, (i) be formed and organized solely for the purpose of owning the Concessionaire Interest and using, possessing, leasing, operating, financing, collecting Parking Fee Revenues and Other Concessionaire Revenues with respect to and otherwise dealing with the Parking Garage System (and carrying out other activities permitted pursuant to this Agreement (and any activities reasonably incidental thereto)), (ii) not engage in any business unrelated to clause (i) above, (iii) not have any assets other than those related to its activities in accordance with clauses (i) and (ii) above, (iv) except as appropriate for Tax reporting purposes, maintain its own separate books and records and its own accounts, (v) observe all corporate, limited partnership, or limited liability company, as applicable, formalities and do all things necessary to preserve its existence, (vi) not guarantee or otherwise obligate itself with respect to the debts of any other Person, (vii) except as expressly permitted hereby or by any Leasehold Mortgage (or similar security agreement relating to Leasehold Mortgage Debt) or in connection in the ordinary course of business of the Parking Garage System, not pledge its assets for the benefit of any other Person, and (viii) maintain adequate capital in light of its contemplated business operations.
