Change in Structure or Management; Single-Asset Entity Sample Clauses

Change in Structure or Management; Single-Asset Entity. (a) Permit, and its initial managers and members that are entities shall not permit (i) any limited liability company change that would impair their existence, nor any material change in the nature or manner of their respective business activities, and (ii) the level of experience and ability of the executive personnel and management to decrease below a level of experience and ability as that of the executive personnel management in place as of the date hereof. (b) Without the prior written consent of the Lender: (i) the Borrower shall not dissolve or liquidate, or merge or consolidate with or into any other entity, or turn over the management or operation of its property, assets or business to any other person, nor shall any member of the Borrower voluntarily or involuntarily sell or transfer its membership interest in the Borrower to any other person, including any other member, and (ii) the Borrower shall not own or acquire assets other than the Project and other assets incidental to the normal operation of the Project, including bank accounts relating thereto.
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Change in Structure or Management; Single-Asset Entity. Borrower and its initial managers and members that are entities will (a) preserve their existence, and not make any material change in the nature or manner of their respective business activities, and (b) maintain executive personnel and management at a level of experience and ability equivalent to present executive personnel and management (including the continuing involvement of each Guarantor in day-to-day management). Without the prior consent of Lender (which consent shall not be unreasonably withheld, except in the case of dissolution or liquidation): (i) Borrower shall not, and shall not cause or permit any Guarantor to, dissolve or liquidate, or merge or consolidate with or into any other entity, or turn over the management or operation of its property, assets or business to any other person, nor shall any member of Borrower voluntarily or involuntarily sell, transfer, pledge or encumber its membership interest in Borrower to any other person, including any other member; and (ii) Borrower shall not own or acquire assets other than the Property and other assets incidental to the normal operation of the Property, such as bank accounts relating thereto.
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Change in Structure or Management; Single-Asset Entity. Borrower and its managers that are entities, if any, will (a) preserve their existence, and not make any material change in the nature or manner of their respective business activities, and (b) maintain executive personnel and management at a level of experience and ability equivalent to present executive personnel and management. Except as provided in Article 13, without the prior consent of Lender (which consent shall not be unreasonably withheld, except in the case of dissolution or liquidation): (i) Borrower shall not dissolve or liquidate, or merge or consolidate with or into any other entity, or turn over the management or operation of its property, assets or business to any other person, nor shall any member or partner of Borrower voluntarily or involuntarily sell, transfer, pledge or encumber its membership or partnership interest in Borrower to any other person, including any other member or partner; and (ii) Borrower shall not own or acquire assets other than the Property and other assets incidental to the normal operation of the Property, such as bank accounts relating to the Property, other than as set forth in Article 13. Notwithstanding the foregoing, Permitted Transfers made in accordance with this Agreement are permitted without Lender's consent.
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Change in Structure or Management; Single-Asset Entity. (a) In a manner consistent with the Ground Lease and the exercise of sound business practices, Borrower, Tenant or a property manager approved by Lender in its reasonable discretion shall at all times be responsible for the management, leasing and operation of the Real Property; if a person other than Borrower or Tenant conducts management or leasing operations, it shall do so pursuant to a management or leasing agreement approved by (which approval shall not be unreasonably withheld) and which, upon the occurrence of an Event of Default shall be assigned to, Lender if Lender so requests. Borrower and its initial manager/members that are entities will (i) preserve their respective existence, and not make any material change in the nature or manner of their respective business activities, and (ii) maintain executive personnel and management at a level of experience and ability equivalent to present executive personnel and management. (b) If the Real Property is to be managed by a third party property manager, Xxxxxxxx shall have entered into a written management agreement setting forth the terms of the relationship, and such manager, once approved by Lender in its reasonable discretion, shall not be removed or replaced, or the terms the management agreement materially modified or amended, without Xxxxxx’s prior written consent, which shall not be unreasonably withheld. If an Event of Default exists, or if a default on the part of the manager occurs under the management agreement which is not cured within the cure period, if any, provided therefor, Lender shall have the right to terminate, or to direct Borrower to terminate, such management agreement and to retain, or to direct Borrower to retain, a new manager acceptable to Lender. Borrower shall promptly send to Lender a copy of any notice of default given or received by Borrower under the management agreement. (c) Except as expressly permitted in the Loan Documents, without the prior written consent of Lender (which consent shall not be unreasonably withheld, except in the case of dissolution or liquidation), Borrower shall not dissolve or liquidate, or merge or consolidate with or into any other entity, or turn over the management or operation of its property (except to Tenant as described in the Ground Lease), assets or business to any other person. Xxxxxxxx agrees to cause the title company to issue an endorsement to Xxxxxx’s existing title policy or an updated title insurance policy insuring Xxxxxx’s ...
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Related to Change in Structure or Management; Single-Asset Entity

  • Change in Structure Except as expressly permitted under Section 6.3, no Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, amend any of its Organization Documents in any respect materially adverse to Agent or Lenders.

  • Management Structure Describe the overall management approach toward planning and implementing the contract. Include an organization chart for the management of the contract, if awarded.

  • Master Feeder Structure If permitted by the 1940 Act, the Board of Trustees, by vote of a majority of the Trustees, and without a Shareholder vote, may cause the Trust or any one or more Series to convert to a master feeder structure (a structure in which a feeder fund invests all of its assets in a master fund, rather than making investments in securities directly) and thereby cause existing Series of the Trust to either become feeders in a master fund, or to become master funds in which other funds are feeders.

  • Group Structure 17.1 The Company does not have any Subsidiary nor has it at any time a member of or the beneficial owner of any shares, securities or other interest in any company or other person.

  • Individual Flexibility Arrangement 12.1 The Employer and an Employee covered by this Agreement, may agree to make an Individual Flexibility Arrangement to vary the following terms of this Agreement if: (a) the arrangement deals with one or more of the following matters: (i) arrangements about where and when work is performed; (ii) overtime rates; (iii) penalty rates; (iv) allowances; or (v) annual leave loading; (b) the arrangement must meet the genuine needs of the Employer and Employee in relation to one or more of the matters mentioned in subclause 14.1 (a); and (c) the arrangement is genuinely agreed to by the Employer and the Employee. 12.2 The Employer must ensure that the terms of the Individual Flexibility Arrangement: (a) are about permitted matters under section 172 of the Act; (b) are not unlawful terms under section 194 of the Act; (c) result in the Employee being better off overall than the Employee would be if no agreement was made. 12.3 The Employer must ensure that the Individual Flexibility Arrangement: (a) is in writing; (b) includes the name of the Employer and the Employee; (c) is signed by the Employer and the Employee, and if the Employee is under 18 years of age, signed by a parent or guardian of the Employee; (d) Includes details of: (i) the terms of the Agreement that will be varied by the arrangement; (ii) how the arrangement will vary the effect of the terms; (iii) how the Employee will be better off overall in relation to the terms and conditions of their employment as a result of the arrangement; and (e) states the day on which the arrangement commences; 12.4 The Employer must give the Employee a copy of the Individual Flexibility Arrangement within 14 days after it is agreed to. 12.5 The Employer or Employee may terminate the Individual Flexibility Arrangement; (a) by giving no more than 28 days written notice to the other party to the arrangement; or (b) if the Employer and the Employee agree in writing – at any time.

  • Alternative Structure If following the date of this Agreement all of the conditions set forth in Article VI have been satisfied or waived (except that the tax representation letters in the forms as set forth in Exhibit B-1 and called for in Section 5.14 cannot be delivered and the condition set forth in Section 6.1(e) has not been waived), but the Closing could occur if the tax representation letters in the forms set forth in Exhibit B-2 could be executed and delivered (assuming Parent alters the structure as hereafter provided in this Section 1.1(b)), Parent shall alter the structure of the business combination between Merger Sub and the Company contemplated by this Agreement, , by consummating a second-step merger of the Surviving Corporation into a limited liability company wholly-owned by Parent that is disregarded as an entity for federal tax purposes, in accordance with Delaware Law, immediately following the Merger (such second-step merger, the “Second Merger”); provided, however, that (i) such wholly-owned disregarded limited liability company shall become a party to, and shall become bound by, the terms of this Agreement and (ii) the tax representation letters in the forms set forth in Exhibit B-2 shall be executed and delivered, and (iii) any action taken pursuant to this Section 1.1(b) shall not (unless consented to in writing by the Company prior to the Closing) (x) alter or change the kind or amount of consideration to be issued to the holders of the Company’s capital stock or other securities as provided for in this Agreement or (y) otherwise cause any closing condition set forth in Article VI not to be capable of being satisfied (unless duly waived by the party entitled to the benefits thereof). If such second-step merger occurs, references to the Merger in Recital I, Section 1.10, Section 2.6(b)(xiii), Section 4.1(b)(xviii), Section 5.14 and Section 6.1(e) shall be to the Merger and the second-step merger described in this Section 1.1(b), taken together as one integrated transaction for U.S. federal income tax purposes.

  • Material Change in Business Seller shall not make any material change in the nature of its business as carried on at the date hereof.

  • Individual Flexibility Arrangements 38.1 Where the Employer wants to enter into a individual flexibility arrangement (IFA) it must provide a written proposal to the Employee. Where the Employee’s understanding of written English is limited, the Employer must take measures, including translation into an appropriate language, to ensure the Employee understands the proposal. 38.2 The Employer and an Employee covered by this Agreement may agree to make an IFA to vary the effect of terms of the Agreement if: (a) it deals with one or more of the following matters: (i) Time between which ordinary hours are worked; (ii) Salary sacrifice Agreements; (iii) Reduction in ordinary hours; (iv) Increase in annual leave accrual each year; (v) Increase in rate of accrual of Rostered days off; (vi) Increase in wages; (vii) Increase in training leave (Union or otherwise); (b) The IFA meets the genuine needs of the Employer and the Employee covered by this Agreement in relation to one or more of the matters mentioned in paragraph (a) above; and (c) The IFA is genuinely agreed to by the Employer and the Employee. 38.3 The Employer must ensure that the terms of the IFA: (a) are about permitted matters under section 172 of the FW Act; and (b) are not unlawful terms under section 194 of the FW Act; and (c) result in the Employee being better off overall than the Employee would be if no IFA was made. 38.4 The Employer must also ensure that any such IFA is: (a) in writing (including details of the terms that will be varied, how the IFA will vary the effect of the Enterprise Agreement terms, how the Employee will be better off overall in relation to the terms and conditions of his or her employment as a result of the IFA, and the day on which the IFA commences); (b) includes the name of the Employer and Employee; (c) signed by the Employer and the Employee, and if the Employee is under 18, by a parent or guardian of the Employee; and (d) provided to the Employee within 14 days after it is agreed to. 38.5 The Employer or Employee may terminate the IFA by either the Employer or Employee giving written notice of not more than 28 days, or at any time by both parties agreeing in writing. 38.6 Where any of the requirements of ss 202 and 203 of the FW Act are not met, the IFA is of no effect.

  • Agreement Structure This Agreement includes Part 1 - General Terms, Part 2 - Country-unique Terms (if any), the LI, and the XxX and is the complete agreement between Licensee and Lenovo regarding the use of the Program. It replaces any prior oral or written communications between Licensee and Lenovo concerning Licensee’s use of the Program. The terms of Part 2 may replace or modify those of Part 1. To the extent of any conflict, the LI prevails over both Parts.

  • No Change in Business The Issuer covenants that it shall not make any change in the character of its business.

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