Special Purpose Entities Sample Clauses

Special Purpose Entities. Each Partner covenants and agrees that (i) its business shall be restricted solely to the holding of its Units and the doing of things necessary or incidental in connection therewith (including, without limitation, the exercise of its rights and powers under this Agreement), and (ii) it shall not own any assets, incur any liabilities or engage, participate or invest in any business outside the scope of such business; provided, however, that this Section 9.6 shall not be binding upon (a) Millennium Petrochemicals Inc., a Virginia corporation, or its successors by operation of law to the extent that any Units shall be Transferred to it in accordance with Section 10.6 or (b) at its option, any Wholly Owned Affiliate of any Partner to whom Units shall be Transferred pursuant to Section 10.6 if, at the date of such Transfer, such Wholly Owned Affiliate shall have a consolidated net worth, as determined in accordance with GAAP, of at least $50 million. Notwithstanding the foregoing provisions of this Section 9.6, this Section 9.6 shall not prohibit any Partner from incurring debt payable to its Parent or an Affiliate so long such debt is permitted under Section 2.4 of the Parent Agreement.
Special Purpose Entities. Notwithstanding anything to the contrary contained herein, so long as any action in accordance with this Section 11.3(g) does not cause increased costs or expenses for the Borrower, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) the option to fund all or any part of any Loan that such Granting Lender would otherwise be obligated to fund pursuant to this Credit Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such Loan, the Granting Lender shall be obligated to fund such Loan pursuant to the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.6 and (iv) with respect to notices, payments and other matters hereunder, the Borrower, the Administrative Agent and the Lenders shall not be obligated to deal with an SPC, but may limit their communications and other dealings relevant to such SPC to the applicable Granting Lender. The funding of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent that, and as if, such Loan were funded by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Credit Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Lender provides such indemnity or makes such payment. Notwithstanding anything to the contrary contained in this Credit Agreement, any SPC may disclose any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC so long as such disclosure is clearly designated as being made on a confidential basis. This Section 11.3(g) may not be amended without the prior written consent of each Granting 100 Lender, all or any part of whose Loan is being funded by an SPC at the time of such amendment.
Special Purpose Entities. The Parent Guarantors engage in no business activities (other than as contemplated by this Agreement), and have (a) no significant assets other than debt and equity securities of their respective Subsidiaries or (b) liabilities other than (i) those liabilities permitted under this Agreement and the other Loan Documents to which they are each respectively a party, (ii) the Nexstar Guaranty of Mission Obligations, and (iii) liabilities for the payment of taxes.
Special Purpose Entities. The Parent Guarantors engage in no ------------------------ business activities (other than as contemplated by this Agreement), and have (a) no significant assets other than debt and equity securities of their respective Subsidiaries or (b) liabilities other than (i) those liabilities permitted under this Agreement and the other Loan Documents to which they are each respectively a party, (ii) the Management Loan Guaranty, (iii) the Nexstar Guaranty of Bastet/Mission Obligations, (iv) the Management Agreement, (v) the Holdings Subordinated Convertible Promissory Notes (vi) the Parent Subordinated Convertible Promissory Notes and (vii) liabilities for the payment of taxes.
Special Purpose Entities. Other than the ownership of the membership interests in the Fee Owner or the leasing, financing, management and operation, directly or indirectly, of the Parcels owned thereby and other single family residential properties that have previously been sold or conveyed by the Fee Owner, the Acquired Company owned by such Seller (x) has not owned, developed, leased, managed or operated any asset or property, (y) has not engaged in any business, or (z) has no existing liabilities except those arising from or through such ownership, financing, leasing, management and operation.
Special Purpose Entities. Each of the Borrower Parties is a Special Purpose Entity.
Special Purpose Entities. The Village acknowledges that Developer will not actually be the title holder of the Development Parcel, that certain special purpose entities shall be utilized by Developer to own and finance the Development Parcel and that Developer shall have the right to assign to one or more of such entities rights and obligations hereunder, but no assignment shall relieve Developer of any obligation to Village. In connection therewith, it is contemplated that title to the Development Parcel shall be held in entities tentatively called Bradford Westmont 1 LLC and Bradford Westmont 3 LLC, and that Bradford Westmont 1 LLC will in turn ground lease its portion of the Development Parcel to an entity tentatively called Bradford Westmont 2 LLC, which in turn executed the Lease as landlord. In no event may any such entity be owned directly or indirectly by Persons other than officers and employees of Developer or its affiliates or their respective family members.
Special Purpose Entities. To Seller's knowledge, other than through the actions of Purchaser and its Affiliates or Manager taken in breach of the HdC Venture Agreement and/or the Management Agreement, since its formation, each Acquired Entity (i) has not owned, managed or leased any asset or property other than a direct or indirect interest in HdC and incidental personal property necessary for the direct or indirect ownership, lease, management and operation of HdC, (ii) has not engaged in any business other than the direct or indirect ownership, lease, development, management and operation of HdC, and (iii) has no existing liabilities except those arising from or through the direct or indirect ownership, lease, management or operation of HdC and the Existing Debt.
Special Purpose Entities. Each of KPR and KBI is a special ------- ------- --------- purpose entity, created as a part of the vehicle through which KES holds its interests in the Project. Neither KPR nor KBI engages in any other business or activities or holds any material assets other than its indirect interest in the Project, or is subject to any material contractual liabilities, other than those incurred in connection with the Project, all of which assets and liabilities have been disclosed to Buyer in writing on or prior to the date of this Agreement. Such disclosed liabilities include certain liabilities associated with employment contracts of certain KES Entity employees and the debt of KES Penuelas Holdings, Inc., a subsidiary of KES, to Lyon Credit Corporation. All obligations of KES Penuelas Holdings, Inc. owing to Lyon Credit Corporation shall be paid in full on the Closing Date. All compensation related to the Project payable to employees of the KES Entities pursuant to such employment contracts as of the Closing Date (other than normal salary compensation) will be paid in full from the proceeds of the transaction contemplated hereby.
Special Purpose Entities. Each Partner covenants and agrees that (i) ------------------------ its business shall be restricted solely to the holding of its Units and the doing of things necessary or incidental in connection therewith (including, without limitation, the exercise of its rights and powers under this Agreement), and (ii) it shall not own any assets, incur any liabilities or engage, participate or invest