Bankruptcy Remote Entity Sample Clauses

Bankruptcy Remote Entity. The Borrower represents, warrants and covenants that it has not and will not: (a) engage in any business or activity other than the ownership, operation and maintenance of the Property, and activities incidental thereto; (b) acquire or own any assets other than (A) the Property, and (B) such incidental Personal Property as may be necessary for the operation of the Property; (c) merge into or consolidate with any Person, or dissolve, divide, terminate, liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure; (d) fail to observe all organizational formalities, or fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the Legal Requirements of the jurisdiction of its organization or formation, or 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; (f) commingle its assets with the assets of any other Person other than the Related Borrower; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation other than the Related Indebtedness), other than the Indebtedness, unsecured trade payables and unsecured equipment leases (both of which must be incurred in the ordinary course of business relating to the ownership and operation of the Property) provided the same (x) do not exceed at any time in the aggregate a maximum amount of three percent (3%) of the outstanding principal amount of the Note, and (y) are paid within sixty (60) days after the date incurred; (h) fail to maintain its records, books of account, bank accounts, financial statements, accounting records and other entity documents separate and apart from those of any other Person; (i) enter into any contract or agreement with any general partner, member, shareholder, principal or Affiliate, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with unaffiliated third parties; Open-End Mortgage, Security Agreement & Fixture Filing GTJ Portfolio, Shelton, Connecticut AEGON Loan No. 10520105 (j) 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 other Person; (k) other than with respect to the Lender, and except for the Related Loan, a...
Sample 1
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Bankruptcy Remote Entity. If a Healthcare Realty Affiliate ------------------------ desires to acquire the Project from New Borrower rather than the Pledged Interests and the Pledged Stock, the Healthcare Realty Affiliate shall be a single purpose, bankruptcy remote entity reasonably acceptable to Lender and meeting at least the same bankruptcy remote entity requirements of New Borrower and any reasonable additional bankruptcy remote entity requirements required by Lender at the time of transfer of the Project (a "Bankruptcy Remote Entity"). ------------------------ In addition, the Healthcare Realty Affiliate acquiring the Project shall have provided to Lender non-consolidation, authority and enforceability opinions issued by counsel reasonably acceptable to Lender containing substantially the same opinions contained in the non-consolidation, authority and enforceability opinions delivered to Lender in connection with the assumption of the Loan by New Borrower as contemplated hereby;
Sample 1
Bankruptcy Remote Entity. Grantor represents, warrants and covenants to Grantee that, in the event that Grantee exercises the rights set forth in Section 12.01 of this Deed to Secure Debt, then Grantor shall modify its organizational structure such that either (i) Grantor becomes, and thereafter will at all times remain, an IDE (defined below); or (ii) Grantor forms a managing member that becomes and thereafter at all times thereafter remains an IDE. The organizational documents of Grantor and its controlling constituent entities shall, in connection with the satisfaction of the IDE requirements, be subject to Grantee's approval and shall not thereafter be modified, amended or revised without the prior written consent of Grantee. For purposes of this Section, the term "IDE" means an SPE (y) whose board of directors or other governing body includes at least one (1) independent director, as contemplated by Section 14.03 above, and (z) whose organizational documents require the unanimous vote of all director(s), general partner(s) or member(s) as applicable, to authorize
Sample 1
Bankruptcy Remote Entity. At all times that MPT Picasso TRS, or any of its Affiliates owns any Equity Interest (or securities convertible into an Equity Interest) in PHP Holdings, the applicable Prospect Parties shall: (a) except as specifically provided for in the PhysicianCo Term Loan Documents executed as of the date hereof, cause PHP Holdings to be operated as a Bankruptcy Remote Entity, (b) Prospect Medical shall own any of its Equity Interest (or securities convertible into Equity Interests) in PHP Holdings (and otherwise own any direct or indirect interest in the managed care business of PHP Holdings and its Subsidiaries as currently conducted by the Prospect Parties) only through ownership structures expressly provided for in this Agreement or as otherwise consented to in writing by the MPT Parties, and (c) except as specifically provided for in the PhysicianCo Term Loan Documents executed as of the date hereof, none of Prospect Medical or its other Affiliates (excluding PHP Holdings and its Subsidiaries) shall guarantee or otherwise obligate itself, with respect to the debts of any of PHP Holdings or its Subsidiaries.
Sample 1
Bankruptcy Remote Entity. For the avoidance of doubt, any amendment or modification to any Required SPE’s Constituent Documents that has the sole effect of modifying such Required SPE’s authorized officers shall not require the prior written consent of Lender.
Sample 1
Bankruptcy Remote Entity. Each of the covenants and agreements contained in Sections 1.4, 3.1, 3.2, 3.5, 3.6 and 7.1 of the Limited Liability Company Agreement of Land Owner, Paragraphs 3, 4, 5 and 6 of the Amended and Restated Certificate of Formation of Land Owner, Articles 2, 6, 7 and 8 of the Certificate of Incorporation of Rock-Forty-Ninth, Inc., as amended by the Certificate of Amendment of the Certificate of Incorporation of Rock-Forty-Ninth Inc., and Articles 2, 6, 7 and 8 of the Certificate of Incorporation of Rock-Plaza, Inc. (collectively, the "SPE Covenants") are hereby incorporated herein by reference as if fully set forth herein for the benefit of Building Owner. Each of Land Owner, Rock-Forty-Ninth, Inc. and Rock-Plaza, Inc. hereby covenant and agree to comply, at all times, with the SPE Covenants contained in their respective organizational documents and Rock-Forty-Ninth, Inc. and Rock-Plaza, Inc. further covenant and agree to cause Land Owner to comply, at all times, with the SPE Covenants contained in the Limited Liability Company Agreement and Amended and Restated
Sample 1
Bankruptcy Remote Entity. In the event that Tenant or a Tenant ------------------------ Affiliate desires to acquire the Project from New Borrower, Tenant or a Tenant Affiliate shall be a Bankruptcy Remote Entity and shall cause to be delivered to Lender the legal opinions described in Section 3.3(e) hereof;
Sample 1
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Related to Bankruptcy Remote Entity

  • No Bankruptcy Proceedings No Person shall have commenced a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law. The Company shall not have, pursuant to or within the meaning of any Bankruptcy Law, (a) commenced a voluntary case, (b) consented to the entry of an order for relief against it in an involuntary case, (c) consented to the appointment of a Custodian of the Company or for all or substantially all of its property, or (d) made a general assignment for the benefit of its creditors. A court of competent jurisdiction shall not have entered an order or decree under any Bankruptcy Law that (I) is for relief against the Company in an involuntary case, (II) appoints a Custodian of the Company or for all or substantially all of its property, or (III) orders the liquidation of the Company or any of its Subsidiaries.

  • Involuntary Bankruptcy or Insolvency Proceedings Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency or other similar law or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within thirty (30) days of commencement.

  • Bankruptcy Proceedings The commencement of any proceedings by or against Guarantor under any applicable bankruptcy, reorganization, liquidation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, trustee or other similar official is sought to be appointed for it;

  • Insolvency or Liquidation Proceedings Upon any payment or distribution of the assets of the Note Issuer or any other Grantor to creditors in connection with an Insolvency or Liquidation Proceeding: (a) the First Lien Claimholders shall be entitled to the prior indefeasible Discharge of First Lien Obligations in cash before the Second Lien Claimholders shall be entitled to receive any payment or distribution from any source (whether or not from the Notes Issuer or any other Grantor) of any kind (whether in cash, Equity Interests or otherwise) in respect of the Second Lien Obligations; (b) until the prior indefeasible Discharge of First Lien Obligations has occurred, any payment or distribution from any source (whether or not from the Notes Issuer or any other Grantor) of any kind (whether in cash, Equity Interests or otherwise) to which the Second Lien Claimholders would be entitled but for the subordination provisions of this Agreement shall be made to the First Lien Collateral Agent for the benefit of the First Lien Claimholders, except that Second Lien Claimholders may receive Permitted Junior Securities; provided, that, if such payments are in a form other than cash or cash equivalents (the “Non-Cash Consideration”), the First Lien Collateral Agent, for the benefit of the First Lien Claimholders, shall be authorized to monetize such Non-Cash Consideration (other than Permitted Junior Securities) in its sole discretion and any cash proceeds shall be applied to the First Lien Obligations as provided herein. The application of such cash proceeds shall reduce the First Lien Obligations only to the extent of the actual cash payment indefeasibly received by the First Lien Claimholders, net of fees, costs and commissions; and (c) if any payment or distribution from any source (whether or not from the Notes Issuer or any other Grantor) of any kind is made to the Second Lien Collateral Agent or any Second Lien Claimholders in respect of the Second Lien Obligations that, pursuant to this Agreement, should not have been made to them, such Second Lien Claimholders shall hold such payments or distributions in trust for the First Lien Claimholders and immediately pay and/or deliver such payments or distributions over to the First Lien Collateral Agent for the benefit of the First Lien Claimholders.

  • Voluntary Bankruptcy or Insolvency Proceedings The Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) admit in writing its inability to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated, (v) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (vi) take any action for the purpose of effecting any of the foregoing; or

  • No Bankrupt Obligors As of the Cutoff Date, no Receivable was due from an Obligor that was the subject of a proceeding under the Bankruptcy Code of the United States or was bankrupt.

  • Insolvency or Bankruptcy The death, dissolution or insolvency of, appointment of a receiver by or on behalf of, application of any debtor relief law, the assignment for the benefit of creditors by or on behalf of, the voluntary or involuntary termination of existence by, or the commencement of any proceeding under any present or future federal or state insolvency, bankruptcy, reorganization, composition or debtor relief law by or against me or any co-signer, endorser, surety or guarantor of this Agreement or any other obligations I have with you.

  • Insolvency Proceedings, Etc Any Loan Party or any of its Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or

  • Insolvency Proceedings In case there shall be pending, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconduct.

  • Insolvency; Voluntary Proceedings The Borrower or any Material Subsidiary (i) ceases or fails to be solvent, or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any, whether at stated maturity or otherwise; (ii) voluntarily ceases to conduct its business in the ordinary course; (iii) commences any Insolvency Proceeding with respect to itself; or (iv) takes any action to effectuate or authorize any of the foregoing; or

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