SINGLE PURPOSE ENTITY COVENANTS Sample Clauses
SINGLE PURPOSE ENTITY COVENANTS. On and as of the date hereof and at all times while this Agreement or any Transaction hereunder is in effect, Seller covenants that:
(a) Seller shall own no assets, and shall not engage in any business, other than the assets and transactions specifically contemplated by the Transaction Documents;
(b) Seller shall not make any loans or advances to any Affiliate or third party (other than advances under the Purchased Assets to Borrowers) and shall not acquire obligations or securities of its Affiliates;
(c) Seller shall pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets;
(d) Seller shall comply with the provisions of its organizational documents;
(e) Seller shall do all things necessary to observe its organizational formalities and to preserve its existence;
(f) Seller shall maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates (except that such financial statements may be consolidated to the extent consolidation is required under GAAP or as a matter of Requirements of Law; provided, that appropriate notation shall be made on such financial statements to indicate the separateness of Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person) and file its own tax returns (except to the extent consolidation is required or permitted under Requirements of Law);
(g) Seller shall be, and at all times shall 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, and shall not identify itself or any of its Affiliates as a division of the other;
(h) Seller shall maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations and intends to remain solvent; provided that the foregoing shall not require any member, partner or shareholder of any Seller to make any additional capital contribution to such Seller;
(i) Seller shall not commingle its funds or other assets with those of any Affiliate or any other Person, except as contemplated by this Agreement or any other Transaction Document, and shall maintain its properties and assets in such a...
SINGLE PURPOSE ENTITY COVENANTS. Borrower hereby represents, warrants and covenants, as of the date hereof and until such time as the Obligations are paid in full, that without, in each case, the prior written consent of Lender (which may be withheld or conditioned by Lender in its sole and absolute discretion for any reason or for no reason):
(a) The sole purpose of Borrower has been, is and will be, to acquire, own, hold, maintain, and operate the Property, together with such other activities as may be necessary or advisable in connection with the ownership of the Property. Borrower has not engaged, and does not and shall not engage, in any business, and it has and shall have no purpose, unrelated to ownership of the Property. Borrower has not owned, does not own and shall not acquire, any real property or own assets other than those related to the Property and/or otherwise in furtherance of the limited purposes of Borrower.
(b) Neither Borrower, nor any general partner, manager or managing member (a “Controlling Entity”) of Borrower, as applicable, shall have the authority to perform any act in respect of Borrower in violation of any (a) applicable laws or regulations or (b) any agreement between Borrower and Lender (including, without limitation, the Loan Documents).
(c) Borrower shall not:
(1) make any loans to the holder (directly or indirectly) of any equity interests in Borrower (collectively, the “Equity Holders”), any Affiliate (as defined below) of Borrower or of any Equity Holders;
(2) except as expressly permitted by the Lender in writing, sell, encumber (except with respect to the Lender) or otherwise transfer or dispose of all or substantially all of the properties of Borrower (a sale or disposition will be deemed to be “all or substantially all of the properties of Borrower” if the sale or disposition includes the Property or if the total value of the properties sold or disposed of in such transaction and during the twelve months preceding such transaction is sixty six and two thirds percent (66-2/3%) or more in value of Borrower’s total assets as of the end of the most recently completed fiscal year of Borrower);
(3) to the fullest extent permitted by law, dissolve, wind-up, or liquidate Borrower;
(4) merge, consolidate or acquire all or substantially all of the assets of an Affiliate of same or other person or entity;
(5) change the nature of the business conducted by Borrower; or
(6) except as permitted by the Lender in writing, amend, modify or otherwise change the Org...
SINGLE PURPOSE ENTITY COVENANTS. Borrower has not and shall not:
(a) engage in any business or activity other than entering into and carrying out its obligations under the Core Documents and activities incidental thereto;
(b) acquire or own any material assets other than such incidental personal property as may be necessary in connection with entering into and carrying out its obligations under the Core Documents;
(c) merge into or consolidate with any person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure;
(d) (A) fail to observe its organizational formalities or preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the State of Illinois, or (B) without the prior written consent of GSSIF Senior Lender, amend, modify, terminate or fail to comply with the provisions of its organizational documents;
(e) own any subsidiary or make any investment in, any person or entity without the consent of the GSSIF Senior Lender;
(f) except as otherwise expressly permitted hereunder, commingle its assets with the assets of any of its members, general partners, affiliates, principals or of any other person or entity, participate in a cash management system with any other entity or person or fail to use its own separate stationery, invoices and checks;
(g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than pursuant to the Loan Documents, except for trade payables in the ordinary course of its business of owning and operating the Property, provided that such debt (A) is not evidenced by a note, (B) is paid within sixty (60) days of the date incurred, and (C) is payable to trade creditors and in amounts as are normal and reasonable under the circumstances;
(h) become insolvent and fail to pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due;
(i) (A) fail to maintain its records (including financial statements), books of account and bank accounts separate and apart from those of IFF Member, the affiliates of IFF Member, and any other person or entity, (B) permit its assets or liabilities to be listed as assets or liabilities on the financial statement of any other entity or person except as otherwise required or permitted by applicable law or accounting guidelines, including FIN 46, or
SINGLE PURPOSE ENTITY COVENANTS. Single Purpose Entitv/Separateness. Borrower represents, warrants and covenants follows:
SINGLE PURPOSE ENTITY COVENANTS. 88 21.6.1 Separate Existence......................................88 21.6.2 Independent Member......................................88 21.6.3 Limitation on Indebtedness and Guarantees...............88 21.6.4 Distributions...........................................89 21.6.5
SINGLE PURPOSE ENTITY COVENANTS. Borrower has not and shall not:
(a) engage in any business or activity other than entering into and carrying out its obligations under the Core Documents and activities incidental thereto;
(b) acquire or own any material assets other than such incidental personal property as may be necessary in connection with entering into and carrying out its obligations under the Core Documents;
(c) merge into or consolidate with any person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure;
SINGLE PURPOSE ENTITY COVENANTS. Notwithstanding anything to the contrary contained herein, for so long as that certain loan (the “Loan”) made by AMERICAN NATIONAL INSURANCE COMPANY, a Texas insurance company, (together with its successors and assigns, “Lender”) to the Company remains outstanding, in the event of any conflict or inconsistency between the provisions contained in this Section 9.15 and the other provisions of this Operating Agreement, the provisions contained in this Section 9.15 shall control and govern. All capitalized terms not defined herein shall have the respective meanings set forth in that certain Deed of Trust, Security Agreement and Financing Statement by and between the Company and Lender (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Security Instrument”).
SINGLE PURPOSE ENTITY COVENANTS. Borrower hereby represents, warrants and covenants that without Agent’s prior written consent, which may be withheld in Agent’s sole discretion, and except as otherwise expressly permitted hereunder (including Permitted Transfers), Borrower:
(a) shall not enter into any transaction of merger or consolidation, or liquidate or dissolve itself (or suffer any liquidation or dissolution), or acquire by purchase or otherwise all or substantially all the business or assets of, or stock or other evidence of beneficial ownership of, any person or entity (except for the acquisition of the Project);
(b) has not and shall not guarantee or otherwise become liable on or in connection with any obligation of any other person or entity;
(c) does not own and shall not own any asset other than the Project;
(d) is not engaged and shall not engage, directly or indirectly, in any business other than the ownership, management, construction and operation of the Project, and shall remain organized solely for such purposes; L’Auberge de Sonoma - 42 - Building Loan Agreement/Disbursement Schedule (e) shall not enter into any contract or agreement with any affiliate of Borrower or any other Borrower Party, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms’ length basis with third parties other than such affiliate;
SINGLE PURPOSE ENTITY COVENANTS
SINGLE PURPOSE ENTITY COVENANTS