Sole Purpose Entity Sample Clauses

Sole Purpose Entity. Franchisee covenants that the sole purpose and business activity of Franchisee is, and will remain throughout the Term, to develop and operate Burger King Restaurants. Franchisee further covenants that, to the extent permissible by law, its governing documents will at all times during the Term restrict its purpose and business activity to developing and operating Burger King Restaurants. In addition, the governing documents will, at all times during the Term, mandate the designation of a Managing Owner and describe the Managing Owner’s authority to bind the Franchisee and to direct any actions necessary to ensure compliance with this Agreement and any other agreements related to the Franchised Restaurant.

Sole Purpose Entity. Parent covenants that the sole purpose and business activity of Franchisee is, and will remain throughout the Agreement Term and the Term of any Unit Addendum, to develop, establish and operate Popeyes Restaurants. Parent covenants that, to the extent permissible by Law and except as expressly permitted in any of the Transaction Agreements, the governing documents of Franchisee and an Approved Subsidiary will at all times during the Agreement Term and the Term of any Unit Addendum restrict its purpose and business activity to developing, establishing and operating Popeyes Restaurants. In addition, the governing documents will, at all times during the Agreement Term and the Term of any Unit Addendum mandate the designation of a General Manager and describe the General Manager’s authority to bind Franchisee and to direct any actions necessary to ensure compliance with this Agreement and any other agreements related to the Franchised Restaurants.

Sole Purpose Entity. Seller's sole purpose is to mine, deliver and sell lignite to Buyer and to third parties and to make ▇▇▇▇▇▇▇ Sales as contemplated by Section 14, and to undertake other activities incident to such mining and sales. Seller shall not conduct any unrelated activities during the Term.

Sole Purpose Entity. Parent covenants that the sole purpose and business activity of Parent is, and will remain throughout the Agreement Term and the Term of any Unit Addendum, to (i) develop, establish and operate T▇▇ Hortons Restaurants, and (ii) perform all rights and obligations of Parent (as defined in the A&R MDA) under the A&R MDA and related agreements in all material respects. Parent covenants that the sole purpose and business activity of Franchisee is, and will remain throughout the Agreement Term and the Term of any Unit Addendum, to develop, establish and operate T▇▇ Hortons Restaurants. Parent further covenants that, to the extent permissible by Law and except as expressly permitted in any of the Transaction Agreements, its governing documents will at all times during the Agreement Term and the Term of any Unit Addendum restrict its purpose and business activity to (i) developing, establishing and operating T▇▇ Hortons Restaurants, and (ii) performing all rights and obligations of Parent under the A&R MDA and related agreements. Parent covenants that, to the extent permissible by Law and except as expressly permitted in any of the Transaction Agreements, the governing documents of an Approved Subsidiary will at all times during the Agreement Term and the Term of any Unit Addendum restrict its purpose and business activity to developing, establishing and operating T▇▇ Hortons Restaurants. In addition, the governing documents will, at all times during the Agreement Term and the Term of any Unit Addendum mandate the designation of a General Manager and describe the General Manager s authority to bind Franchisee and to direct any actions necessary to ensure compliance with this Agreement and any other agreements related to the Franchised Restaurants.

Sole Purpose Entity. Except for holding the shares of the Target as set forth on Section 3.3(2) of the Disclosure Letter or as disclosed in Section 3.2(4) of the Disclosure Letter, each Holding Entity (i) is a single purpose corporation formed solely for the purpose of owning shares of the Target and has never carried on any business, never had any employees, has not held and does not own or hold any property or assets or any interests therein of any nature or kind whatsoever; (ii) has no obligation or liability of any nature or kind whatsoever (whether known or unknown, liquidated or unliquidated, due or to become due and whether absolute, accrued, contingent or otherwise), including any liabilities in respect of any Taxes; and (iii) is not and had never been a party to any Contract of any nature or kind whatsoever.

Sole Purpose Entity. Franchisee covenants that the sole purpose and business activity of Franchisee is, and will remain throughout the Agreement Term, to (i) develop, establish and operate Burger King Restaurants, and (ii) perform all rights and obligations of Master Franchisee (as defined in the MFDA) under the MFDA and related agreements in all material respects. Franchisee further covenants that, to the extent permissible by Law and except as expressly permitted in any of the Transaction Agreements, its governing documents will at all times during the Agreement Term and the Term of any Unit Addenda restrict its purpose and business activity to (i) developing, establishing and operating Burger King Restaurants, and (ii) performing all rights and obligations of Master Franchisee under the MFDA and related agreements. In addition, the governing documents will, at all times during the Term, mandate the designation of a Managing Owner and describe the Managing Owner’s authority to bind the Franchisee and to direct any actions necessary to ensure compliance with this Agreement and any other agreements related to the Franchised Restaurants.