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:
(i) Seller shall own no assets other than (i) Purchased Assets, (ii) its interest under the Transaction Documents, (iii) cash and cash equivalents, (iv) Eligible Assets for which Seller has delivered to Purchaser written notice of its intent to sell such Eligible Asset as a Purchased Asset pursuant to this Agreement, and (v) all other assets incidental to the organization, acquisition, origination, ownership, financing, hedging, administration, servicing, management, enforcement and disposition of the Purchased Assets, and shall not engage in any business, other than the organization, acquisition, origination, ownership, hedging, administering, financing, servicing, management, enforcement and disposition of Purchased Assets in accordance with the applicable provisions of the Transaction Documents;
(ii) Seller shall not make any loans or advances to any Affiliate or third party (other than Eligible Assets or advances under the Purchased Assets to Borrowers) and shall not acquire obligations or securities of its Affiliates (other than in connection with the origination or acquisition of Purchased Assets), in each case except as permitted by the Transaction Documents;
(iii) Seller shall pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets as the same shall become due;
(iv) Seller shall comply with the provisions of its organizational documents in all material respects;
(v) Seller shall do all things necessary to observe its limited liability company formalities and to preserve its existence;
(vi) Seller shall maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates (except (A) any lock-box or other collection account maintained by Servicer on behalf of Seller for the collection of Income with respect to the Purchased Assets from the related Borrowers, and (B) that such financial statements may be consolidated to the extent consolidation is permitted or required under GAAP or as a matter of Requirements of Law); provided, that (i) appropriate notation shall be made on such consolidated 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 Pers...
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. 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. Single Purpose Entitv/Separateness. Borrower represents, warrants and covenants follows:
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. Until such time as the Note is irrevocably paid in full, Pledgor shall not:
4.1 engage in any business or activity other than the ownership of its membership interest in the Company;
4.2 acquire or own any material assets other than its membership interest in the Company;
4.3 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, without in each case Secured Party's consent;
4.4 fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, or without the prior written consent of Secured Party, amend, modify, terminate or fail to comply with the provisions of Pledgor's Partnership Agreement or similar organizational documents;
4.5 own any subsidiary or make any investment in any person or entity without the consent of Secured Party;
4.6 incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation);
4.7 fail to maintain its records, books of account and bank accounts separate and apart from those of the general partners, members, shareholders, principals and affiliates of Borrower, the affiliates of a general partner or member, or shareholder of Pledgor, and any other person or entity;
4.8 seek the dissolution or winding up in whole, or in part, of Pledgor;
4.9 maintain its assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any general partner, member, shareholder, principal or affiliate of Pledgor, or any general partner, member, shareholder, principal or affiliate thereof or any other person;
4.10 hold itself out to be responsible for the debts of another person;
4.11 fail to file its own tax returns;
4.12 fail either to hold itself out to the public as a legal entity separate and distinct from any other entity or person or to conduct its business solely in its own name in order not (A) to mislead others as to the identity with which such other party is transacting business, or (B) to suggest that Pledgor is responsible for the debts of any third party (including any general partner, principal or affiliate of Pledgor, or any general partner, principal or affiliate thereof);
4.13 fail to maintain adequate capital for the normal obligations reasonably foreseeable in a b...
SINGLE PURPOSE ENTITY COVENANTS