Special Purpose Entity Status Sample Clauses
The Special Purpose Entity Status clause defines the legal and operational status of a party as a special purpose entity (SPE) within the context of the agreement. This clause typically clarifies that the entity exists solely for a specific, limited business purpose, such as holding assets, issuing securities, or facilitating a particular transaction, and does not engage in broader business activities. By establishing the entity's restricted scope and independence, the clause helps isolate financial risk, protect other parties from liabilities, and ensure that the entity's obligations are clearly separated from those of its affiliates or sponsors.
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Special Purpose Entity Status. Borrower and Operating Lessee hereby represents, warrants and covenants to Lender, with regard to Borrower or Operating Lessee, as applicable, the following:
Special Purpose Entity Status. With respect to CSSW Parent, engage in any business unrelated to the acquisition and ownership, directly, of the Equity Interests in the Borrower and entering into and performing obligations under the Loan Documents. With respect to the Borrower, engage in any business unrelated to the acquisition and ownership, directly, of the Equity Interests in (i) the Stetson Intermediate Holding Company, (ii) New York Wind III and (iii) the New Cohocton Holding Company, and the entry into and performance of obligations under the Loan Documents. With respect to New York Wind III, engage in any business unrelated to the acquisition and ownership, directly, of the Equity Interests in the Steel Winds Holding Company and the entry into and performance of obligations under the Loan Documents. With respect to the Steel Winds Holding Company, engage in any business unrelated to the acquisition and ownership, directly, of the Equity Interests in the Steel Winds Project Company and the entry into and performance of obligations under the Loan Documents. With respect to the Stetson Intermediate Holding Company, engage in any business unrelated to the acquisition and ownership, directly, of the Equity Interests in the Stetson Holding Company and the entry into and performance of obligations under the Loan Documents. With respect to any other Subsidiary of the Borrower, other than a Project Company, engage in any business unrelated to the ownership, operation and maintenance of the Project Companies. With respect to Prattsburgh, engage in any business unrelated to the Unwind of its Properties and business. With respect to any Project Company, engage in any business unrelated to the ownership, operation and maintenance of the Projects.
Special Purpose Entity Status. CSSW Parent has not engaged in any business unrelated to the acquisition or ownership of, directly, the Equity Interests in the Borrower. The Borrower has not engaged in any business unrelated to the acquisition and ownership of, directly, the Equity Interests in (i) prior to the Stetson Reorganization, (A) the Stetson Holding Company, (B) New York Wind III and (B) the New Cohocton Holding Company and (ii) on and after the Stetson Reorganization, (A) the Stetson Intermediate Holding Company, (B) New York Wind III and (B) the New Cohocton Holding Company. New York Wind III has not engaged in any business unrelated to the acquisition and ownership of, directly, the Equity Interests in the Steel Winds Holding Company. The Steel Winds Holding Company has not engaged in any business unrelated to the acquisition and ownership of, directly, the Equity Interests in the Steel Winds Project Company, the Cohocton Holding Company and Prattsburgh. The Stetson Intermediate Holding Company has not engaged in any business unrelated to the acquisition and ownership of, directly, the Equity Interests in the Stetson Holding Company. The Stetson Holding Company has not engaged in any business unrelated to the acquisition and ownership of, directly, the Equity Interests in the Stetson I Project Company and the Stetson II Project Company. The New Cohocton Holding Company has not engaged in any business unrelated to the acquisition and ownership of, directly, the Equity Interests in the Cohocton Holding Company. The Cohocton Holding Company has not engaged in any business unrelated to the acquisition and ownership of, directly, the Equity Interests in the Cohocton Project Companies. None of the Borrower’s other Subsidiaries have engaged in any business other than the development, construction, ownership, operation and maintenance of the Projects.
Special Purpose Entity Status. IP Holder will take all actions required to maintain its status as a special purpose entity.
Special Purpose Entity Status. At all times during the Term, Borrower shall, and shall cause each Foreclosure Subsidiary and the General Partner, to be and to have been, at all times since their respective formation, Single Purpose Entities and shall be and cause each Foreclosure Subsidiary and General Partner to continue to be Single Purpose Entities. As used herein, "SINGLE PURPOSE ENTITY" shall mean a partnership or limited liability company which exists solely for the purpose of owning the Collateral (or, in the case of General Partner, its general partnership interest in Borrower), conducts business only in its own name, does not engage in any business or have any assets unrelated to the Collateral (or, in the case of General Partner, such partnership interest) does not have any Indebtedness other than as permitted by this Agreement (and without limitation does not assume or guarantee or become obligated for the debts of any other Person or hold out its credit to be available to satisfy the obligations of any other Person), has its own separate books, records, and accounts (with no commingling of assets), holds itself out as being separate and apart from any other Person (other than for tax purposes), and observes corporate, limited liability and partnership formalities independent of any other Person. In no event may any of Borrower, any Foreclosure Subsidiary, or General Partner amend its certificate of limited partnership or partnership agreement, or articles of formation or operating agreement, respectively, in any way which would adversely affect Lender or Borrower's, such Foreclosure Subsidiary's or General Partner's continued compliance with this Section 6.16, without Lender's prior written consent in its sole and absolute discretion. Borrower represents and warrants to Lender that it has delivered to Lender true, correct and complete copies of its articles of formation and operating agreement and General Partner's certificate of limited partnership or partnership agreement and true and correct copies of such documents from each of their respective constituent entities, direct or indirect. Without limitation, each of Borrower, each Foreclosure Subsidiary and General Partner has not and shall not: Loan and Security Agreement (Ashford)
(i) fail to be organized solely for the purpose of (i) acquiring, developing, owning, managing or operating the Collateral (or in the case of General Partner, its general partnership interest in Borrower), (ii) entering into this Agreement and t...
Special Purpose Entity Status. The Issuer will take all actions required to maintain its status as a special purpose entity.
