Common use of Certain Prohibited Activities Clause in Contracts

Certain Prohibited Activities. Notwithstanding any provision hereof to the contrary, the following shall govern: (a) The indebtedness of the Company shall consist only of a first lien mortgage on the Properties arising from financing by First Union National Bank (the "Mortgage"), any other indebtedness permitted under the Mortgage, and normal trade accounts payable in the ordinary course of business. For so long as any obligation secured by the Mortgage remains outstanding and not paid in full, the Company shall not incur, assume, or guaranty any indebtedness not permitted hereunder. (b) The Company shall not consolidate or merge with or into any other entity, or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity that is formed upon such consolidation, that survives such merger (if other than the Company), or that acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety, shall: (A) be organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) include in its organizational documents the same limitations set forth in this Article II and in Section 2.4 hereof (Separateness Covenants), and (C) expressly assume the due and timely performance of the Company's obligations; and (ii) immediately after giving effect to such transaction, no default or event of default will have occurred under any agreement to which the Company is a party. (c) For so long as any obligation secured by the Mortgage remains outstanding and not paid in full, the Company shall not voluntarily commence a case with respect to itself, as debtor, under the Federal Bankruptcy Code or any similar federal or state statute without the unanimous consent of the Sole Member's Board of Directors. For so long as any obligation secured by the Mortgage remains outstanding and not paid in full, no material amendment to this Company Agreement may be made without the prior approval of the mortgagee holding the Mortgage.

Certain Prohibited Activities. The corporation shall be prohibited, except in certain circumstances, from engaging in or causing the partnership to engage in certain activities, including various types of insolvency proceedings, dissolution, liquidation, consolidation, merger, sale of all or substantially all of the corporation's or partnership's assets, transfer of ownership assets, transfer of partnership interests, incurrence of additional debt, amendment of the corporation's articles of incorporation and amendment of the partnership agreement. "Notwithstanding any provision hereof or of any other document governing the formation, management or operation of the Corporation to the contrary, the following shall govern: (a) : The Corporation shall only incur or cause the Partnership to incur indebtedness of in an amount necessary to acquire, operate and maintain the Company shall consist only of a first lien mortgage on the Properties arising from financing by First Union National Bank (the "Mortgage"), any other indebtedness permitted under the Mortgage, and normal trade accounts payable in the ordinary course of businessProperty. For so long as any obligation secured by mortgage lien exists on the Mortgage remains outstanding and not paid in fullProperty, the Company Corporation shall not and shall not cause the Partnership to incur, assume, or guaranty any indebtedness not permitted hereunder. (b) The Company other indebtedness. For so long as the Partnership remains mortgagor of the Property, the Corporation shall not cause the Partnership to dissolve. The Corporation shall not and shall not cause the Partnership to consolidate or merge with or into any other entity, entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: entity unless (i) the entity that is formed upon such consolidation, that survives such merger (if other than the Company), Corporation or Partnership) formed or surviving such consolidation or merger or that acquires acquired by conveyance or transfer the properties and assets of the Company Corporation or Partnership substantially as an entirety, shall: entirety (Aa) shall be organized and existing under the laws of the United States of America or any State or the District of Columbia, (Bb) shall include in its organizational documents the same limitations set forth in this Article II ________ and in Section 2.4 hereof (Article [insert section setting forth Separateness Covenants)], and (Cc) shall expressly assume the due and timely punctual performance of the CompanyCorporation's obligations; and and (ii) immediately after giving effect to such transaction, no default or event of default will have occurred under any agreement to which the Company it is a party. (c) party shall have been committed by this corporation or the Partnership and be continuing. For so long as any obligation secured by a mortgage lien exists on the Mortgage remains outstanding and not paid in fullProperty, the Company Corporation shall not voluntarily commence a case with respect to itself or cause the Partnership to voluntarily commence a case with respect to itself, as debtor, under the Federal Bankruptcy Code or any similar federal or state statute without the unanimous consent of the Sole Member's Board of Directors. For so long as any obligation secured by a mortgage lien exists on the Mortgage remains outstanding and not paid in fullProperty, (i) no material amendment to this Company Agreement certificate of incorporation or to the Corporation's By-Laws nor to the Partnership agreement of the Partnership may be made and (ii) neither the Corporation nor the Partnership shall be dissolved, liquidated or terminated without the prior first obtaining approval of the mortgagee holding a first mortgage lien on the MortgageProperty." "The Board of Directors may not take any action requiring the unanimous affirmative vote of 100% of the members of the Board of Directors unless all directors including the Independent Directors shall have participated in such vote."

Certain Prohibited Activities. Notwithstanding any provision hereof to the contrary, the following shall govern: (a) The indebtedness of the Company Partnership shall consist only of a first lien mortgage on the Properties arising from financing refinancing by First Union National Bank (the "Mortgage"), any other indebtedness permitted under the Mortgage, and normal trade accounts payable in the ordinary course of business. For so long as any obligation secured by the Mortgage remains outstanding and not paid in full, the Company Partnership shall not incur, assume, or guaranty any indebtedness not permitted hereunder. (b) The Company Partnership shall not consolidate or merge with or into any other entity, or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity that is formed upon such consolidation, that survives such merger (if other than the Company)Partnership) that is formed upon or that survives such consolidation or merger, or that acquires acquired by conveyance or transfer the properties and assets of the Company Partnership substantially as an entirety, shall: (A) be organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) include in its organizational documents the same limitations set forth in this Article II and in Section 2.4 hereof (Separateness Covenants), and (C) expressly assume the due and timely punctual performance of the CompanyPartnership's obligations; and (ii) immediately after giving effect to such transaction, no default or event of default will have occurred under any agreement to which the Company Partnership is a partyparty shall have been committed and be continuing. (c) For so long as any obligation secured by the Mortgage remains outstanding and not paid in full, the Company Partnership shall not voluntarily commence a case with respect to itself, as debtor, under the Federal Bankruptcy Code or any similar federal or state statute without the unanimous consent of the Sole Member's Board of DirectorsPartners. For so long as any obligation secured by the Mortgage remains outstanding and not paid in full, no material amendment to this Company Partnership Agreement may be made without the prior approval of the mortgagee holding the Mortgage.

Certain Prohibited Activities. Notwithstanding any provision hereof to the contrary, the following shall govern: (a) The indebtedness of the Company shall consist only of a first lien mortgage on the Properties Property arising from financing by First Union National Bank (the "Mortgage"), any other indebtedness permitted under the Mortgage, and normal trade accounts payable in the ordinary course of business. For so long as any obligation secured by the Mortgage remains outstanding and not paid in full, the Company shall not incur, assume, or guaranty any indebtedness not permitted hereunder. (b) The Company shall not consolidate or merge with or into any other entity, or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity that is formed upon such consolidation, that survives such merger (if other than the Company), or that acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety, shall: (A) be organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) include in its organizational documents the same limitations set forth in this Article II and in Section 2.4 hereof (Separateness Covenants), and (C) expressly assume the due and timely performance of the Company's obligations; and (ii) immediately after giving effect to such transaction, no default or event of default will have occurred under any agreement to which the Company is a party. (c) For so long as any obligation secured by the Mortgage remains outstanding and not paid in full, the Company shall not voluntarily commence a case with respect to itself, as debtor, under the Federal Bankruptcy Code or any similar federal or state statute without the unanimous consent of the Sole Member's Board of Directors. For so long as any obligation secured by the Mortgage remains outstanding and not paid in full, no material amendment to this Company Agreement may be made without the prior approval of the mortgagee holding the Mortgage.

Certain Prohibited Activities. Notwithstanding any provision hereof to the contrary, the following shall govern: (a) The indebtedness of the Company Partnership shall consist only of a first lien mortgage on the Properties arising from financing by First Union National Bank (the "Mortgage"), any other indebtedness permitted under the Mortgage, and normal trade accounts payable in the ordinary course of business. For so long as any obligation secured by the Mortgage remains outstanding and not paid in full, the Company Partnership shall not incur, assume, or guaranty any indebtedness not permitted hereunder. (b) The Company Partnership shall not consolidate or merge with or into any other entity, or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity that is formed upon such consolidation, that survives such merger (if other than the CompanyPartnership), or that acquires by conveyance or transfer the properties and assets of the Company Partnership substantially as an entirety, shall: (A) be organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) include in its organizational documents the same limitations set forth in this Article II and in Section 2.4 2.3 hereof (Separateness Covenants), and (C) expressly assume the due and timely performance of the CompanyPartnership's obligations; and (ii) immediately after giving effect to such transaction, no default or event of default will have occurred under any agreement to which the Company Partnership is a party. (c) For so long as any obligation secured by the Mortgage remains outstanding and not paid in full, the Company Partnership shall not voluntarily commence a case with respect to itself, as debtor, under the Federal Bankruptcy Code or any similar federal or state statute without the unanimous consent of the Sole Member's Board of DirectorsPartners. For so long as any obligation secured by the Mortgage remains outstanding and not paid in full, no material amendment to this Company Partnership Agreement may be made without the prior approval of the mortgagee holding the Mortgage.

Certain Prohibited Activities. The partnership shall be prohibited, except in certain circumstances, from engaging in certain activities, including various types of insolvency proceedings, dissolution, liquidation, consolidation, merger, sale of all or substantially all of the partnership's assets, transfer of partnership interests, incurrence of additional debt and amendment of the partnership agreement. "Notwithstanding any provision hereof or of any other document governing the formation, management or operation of the Partnership to the contrary, the following shall govern: (a) : The Partnership shall only incur indebtedness of in an amount necessary to acquire, operate and maintain the Company shall consist only of a first lien mortgage on [Property] [use other term for the Properties arising from financing by First Union National Bank (the "Mortgage"), any other indebtedness permitted under the Mortgage, and normal trade accounts payable in the ordinary course of businessreal estate if necessary]. For so long as any obligation secured by mortgage lien exists on the Mortgage remains outstanding and not paid in full[Property] [use other term for the real estate if necessary], the Company Partnership shall not incur, assume, or guaranty any indebtedness not permitted hereunder. (b) other indebtedness. The Company Partnership shall not consolidate or merge with or into any other entity, entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: entity unless (i) the entity that is formed upon such consolidation, that survives such merger (if other than the Company), Partnership) formed or surviving such consolidation or merger or that acquires acquired by conveyance or transfer the properties and assets of the Company Partnership substantially as an entirety, shall: entirety (Aa) shall be organized and existing under the laws of the United States of America or any State or the District of Columbia, (Bb) shall include in its organizational documents the same limitations set forth in this Article II _______ and in Section 2.4 hereof (Article [insert section setting forth Separateness Covenants)], and (Cc) shall expressly assume the due and timely punctual performance of the CompanyPartnership's obligations; and and (ii) immediately after giving effect to such transaction, no default or event of default will have occurred under any agreement to which the Company it is a party. (c) party shall have been committed by this partnership and be continuing. For so long as any obligation secured by a mortgage lien exists on the Mortgage remains outstanding and not paid in full[Property] [use other term for the real estate if necessary], the Company shall Partnership will not voluntarily commence a case with respect to itself, as debtor, under the Federal Bankruptcy Code or any similar federal or state statute without the unanimous consent of all of the Sole Member's Board partners of Directorsthe Partnership. For so long as any obligation secured by a mortgage lien exists on the Mortgage remains outstanding and not paid in full[Property] [use other term for the real estate if necessary], (i) no material amendment to this Company Agreement partnership agreement may be made and (ii) the partnership shall not dissolve, liquidate or terminate without the prior first obtaining approval of the mortgagee holding a first mortgage lien on the Mortgage[Property] [use other term for the real estate if necessary]."

Certain Prohibited Activities. Notwithstanding any provision hereof to the contrary, the following shall govern: (a) The indebtedness of the Company Partnership shall consist only of a first lien mortgage on the Properties arising from financing by First Union National Bank (the "Mortgage"), any other indebtedness permitted under the Mortgage, and normal trade accounts payable in the ordinary course of business. For so long as any obligation secured by the Mortgage remains outstanding and not paid in full, the Company Partnership shall not incur, assume, or guaranty any indebtedness not permitted hereunder. (b) The Company Partnership shall not consolidate or merge with or into any other entity, or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity that is formed upon such consolidation, that survives such merger (if other than the CompanyPartnership), or that acquires by conveyance or transfer the properties and assets of the Company Partnership substantially as an entirety, shall: (A) be organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) include in its organizational documents the same limitations set forth in this Article II and in Section 2.4 2.3 hereof (Separateness Covenants), and (C) expressly assume the due and timely performance of the CompanyPartnership's obligationsobligations ; and (ii) immediately after giving effect to such transaction, no default or event of default will have occurred under any agreement to which the Company Partnership is a party. (c) For so long as any obligation secured by the Mortgage remains outstanding and not paid in full, the Company Partnership shall not voluntarily commence a case with respect to itself, as debtor, under the Federal Bankruptcy Code or any similar federal or state statute without the unanimous consent of the Sole Member's Board of DirectorsPartners. For so long as any obligation secured by the Mortgage remains outstanding and not paid in full, no material amendment to this Company Partnership Agreement may be made without the prior approval of the mortgagee holding the Mortgage.

Certain Prohibited Activities. Notwithstanding any provision hereof to the contrary, the following shall govern: (a) The indebtedness of the Company Partnership shall consist only of a first lien mortgage on the Properties arising from financing by First Union National Bank (the "Mortgage"), any other indebtedness permitted under the Mortgage, and normal trade accounts payable in the ordinary course of business. For so long as any obligation secured by the Mortgage remains outstanding and not paid in full, the Company Partnership shall not incur, assume, or guaranty any indebtedness not permitted hereunder. (b) The Company Partnership shall not consolidate or merge with or into any other entity, or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity that is formed upon such consolidation, that survives such merger (if other than the CompanyPartnership), or that acquires by conveyance or transfer the properties and assets of the Company Partnership substantially as an entirety, shall: (A) be organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) include in its organizational documents the same limitations set forth in this Article II and in Section 2.4 hereof (Separateness Covenants), and (C) expressly assume the due and timely performance of the CompanyPartnership's obligations; and (ii) immediately after giving effect to such transaction, no default or event of default will have occurred under any agreement to which the Company Partnership is a party. (c) For so long as any obligation secured by the Mortgage remains outstanding and not paid in full, the Company Partnership shall not voluntarily commence a case with respect to itself, as debtor, under the Federal Bankruptcy Code or any similar federal or state statute without the unanimous consent of the Sole Member's Board of DirectorsPartners. For so long as any obligation secured by the Mortgage remains outstanding and not paid in full, no material amendment to this Company Partnership Agreement may be made without the prior approval of the mortgagee holding the Mortgage.

Certain Prohibited Activities. The corporation shall be prohibited, except in certain circumstances, from engaging in certain activities, including various types of insolvency proceedings, dissolution, liquidation, consolidation, merger, sale of all or substantially all of the corporation's assets, transfer of ownership assets, incurrence of additional debt and amendment of the corporation's articles of incorporation. "Notwithstanding any provision hereof or of any other document governing the formation, management or operation of the Corporation to the contrary, the following shall govern: (a) : The Corporation shall only incur indebtedness of in an amount necessary to acquire, operate and maintain the Company shall consist only of a first lien mortgage on [Property] [use other term for the Properties arising from financing by First Union National Bank (the "Mortgage"), any other indebtedness permitted under the Mortgage, and normal trade accounts payable in the ordinary course of businessreal estate if necessary]. For so long as any obligation secured by mortgage lien exists on the Mortgage remains outstanding and not paid in full[Property] [use other term for the real estate if necessary], the Company Corporation shall not incur, assume, or guaranty any indebtedness not permitted hereunder. (b) other indebtedness. The Company Corporation shall not consolidate or merge with or into any other entity, entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: entity unless (i) the entity that is formed upon such consolidation, that survives such merger (if other than the Company), Corporation) formed or surviving such consolidation or merger or that acquires acquired by conveyance or transfer the properties and assets of the Company Corporation substantially as an entirety, shall: entirety (Aa) shall be organized and existing under the laws of the United States of America or any State or the District of Columbia, (Bb) shall include in its organizational documents the same limitations set forth in this Article II _______ and in Section 2.4 hereof (Article [insert section setting forth Separateness Covenants)], and (Cc) shall expressly assume the due and timely punctual performance of the CompanyCorporation's obligations; and and (ii) immediately after giving effect to such transaction, no default or event of default will have occurred under any agreement to which the Company it is a party. (c) party shall have been committed by this corporation and be continuing. For so long as any obligation secured by a mortgage lien exists on the Mortgage remains outstanding and not paid in full[Property] [use other term for the real estate if necessary], the Company shall Corporation will not voluntarily commence a case with respect to itself, as debtor, under the Federal Bankruptcy Code or any similar federal or state statute without the unanimous consent of the Sole Member's Board of Directors. For so long as any obligation secured by a mortgage lien exists on the Mortgage remains outstanding and not paid in full[Property] [use other term for the real estate if necessary], (ii) no material amendment to this Company Agreement certificate of incorporation or to the Corporation's By-Laws may be made without the prior first obtaining approval of the mortgagee holding a first mortgage lien on the Mortgage[Property] [use other term for the real estate if necessary] and (ii) the Corporation shall not dissolve, terminate or liquidate." "The Board of Directors may not take any action requiring the unanimous affirmative vote of 100% of the members of the Board of Directors unless all directors including the Independent Directors shall have participated in such vote."

Certain Prohibited Activities. Notwithstanding any provision hereof to the contrary, the following shall govern: (a) The : the Partnership shall only incur or cause the First Partnership to incur indebtedness of in an amount necessary to acquire, operate and maintain the Company shall consist only of a first lien mortgage on the Properties arising from financing by First Union National Bank (the "Mortgage"), any other indebtedness permitted under the Mortgage, and normal trade accounts payable in the ordinary course of businessProperty. For so long as any obligation secured by mortgage lien in favor of LaSalle Bank National Association as Trustee for the registered holders of the LB-UBS Commercial Mortgage remains outstanding and not paid in fullTrust 2001-C3, Commercial Mortgage Pass Through Certificates Series 2001-C3, or its successors or assigns (the "First Mortgage") exists on any portion of the Property, the Company Partnership shall not incur, assume, or guaranty any indebtedness not permitted hereunder. (b) The Company other indebtedness. For so long as the First Mortgage exists on any portion of the Property the partnership shall not and shall not cause the First Partnership to, consolidate or merge with or into any other entity, entity or convey or transfer its properties and assets substantially as an entirety to any entity, unless: (i) the entity that is formed upon such consolidation, that survives such merger (if other than the Company), or that acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety, shall: (A) be organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) include in its organizational documents the same limitations set forth in this Article II and in Section 2.4 hereof (Separateness Covenants), and (C) expressly assume the due and timely performance of the Company's obligations; and (ii) immediately after giving effect to such transaction, no default or event of default will have occurred under any agreement to which the Company is a party. (c) . For so long as the First Mortgage exists on any obligation secured by portion of the Mortgage remains outstanding and not paid in fullProperty, the Company shall Partnership will not and will not cause the First Partnership to voluntarily commence a case with respect to itself, as debtor, under the Federal Bankruptcy Code or any similar federal or state statute without the unanimous consent of all of the Sole Member's Board partners of Directorsthe Partnership or the First Partnership, as applicable. For so long as the First Mortgage exists on any obligation secured by portion of the Mortgage remains outstanding and not paid in fullProperty, no material amendment to this Company Agreement partnership agreement or the First Partnership's partnership agreement may be made without the prior first obtaining approval of the mortgagee holding holder of the First Mortgage. The Partnership, and the General Partner on behalf of the Partnership, may enter into and perform (1) the Loan Assumption and Modification Agreement, (2) the Allonge to the Note, (3) UCC-3 Financing Statements, (4) UCC-1 Financing Statements, (5) the Substitution of Indemitors Agreement, (6) the Consent and Subordination of Property Management Agreement, and (7) the Post Closing Agreement and documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership.