Intermediate Vehicle definition
Examples of Intermediate Vehicle in a sentence
To the knowledge of the Borrower, there has not been asserted or proposed to be asserted any Tax deficiency against the Borrower or any Intermediate Vehicle (except deficiencies that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect) that is not reserved against on the financial books of the Borrower in accordance with GAAP.
The Borrower shall, shall cause each Affiliated Intermediate Vehicle to, and shall use commercially reasonable efforts to cause each other Intermediate Vehicle to, engage only in the businesses in which the Borrower and the Intermediate Vehicles are engaged on the Closing Date, and businesses reasonably related or ancillary thereto.
Each of the Borrower and each Intermediate Vehicle possesses all Governmental Approvals, in full force and effect, free from burdensome restrictions, that are necessary for the ownership, maintenance and operation of its properties and conduct of its business as now conducted and proposed to be conducted, and is not in material violation thereof, in each case, except as could not reasonably be expected to have a Material Adverse Effect.
Each of the Borrower and each Intermediate Vehicle is duly qualified to do business and is in good standing in each jurisdiction where it is organized incorporated, registered, formed or doing business, except any jurisdictions where any failure to be so qualified, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
None of the Borrower, any Affiliated Intermediate Vehicle or, to Borrower’s knowledge, any other Intermediate Vehicle, as applicable, is in violation of any Applicable Law (including the Investment Company Act), or in default under its Constituent Documents or any of its Contractual Obligations, except where such violation or default could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Neither the Borrower, any Affiliated Intermediate Vehicle nor, to ▇▇▇▇▇▇▇▇’s knowledge, any other Intermediate Vehicle is a party to any agreement or contract that contains a restriction, or is subject to any restriction contained in its Constituent Documents, which restricts its right, or the rights of the Borrower, to borrow, guaranty or repay the Loans hereunder.
No Managing Entity of the Borrower shall create or suffer to exist any Lien (other than Permitted Liens) upon its Equity Interest in the Borrower or Intermediate Vehicle (if any).
Neither the Borrower, any Affiliated Intermediate Vehicle nor, to ▇▇▇▇▇▇▇▇’s knowledge, any other Intermediate Vehicle has any Debt except as permitted under Section 8.02, and none of the assets of the Borrower, any Affiliated Intermediate Vehicle or, to Borrower’s knowledge, any other Intermediate Vehicle is subject to any Lien except as permitted under Section 8.01.
No such violation or default has occurred and is continuing or would result, in each case under the terms of the Constituent Documents of the Borrower, any Affiliated Intermediate Vehicle or, to Borrower’s knowledge, any other Intermediate Vehicle, as applicable, from the consummation of the transactions contemplated by this Agreement or any other Loan Document.
Any amendment, change, modification or supplement to the Constituent Documents of the Borrower or an Intermediate Vehicle (whether by way of merger, consolidation, reorganization, recapitalization or otherwise) that adversely affects the rights of Lender or the Collateral (each, a “Material Amendment”) will, if deemed to be a Material Amendment by Lender, require the consent of the Lender.