Covenants Regarding Operations. Notwithstanding anything to the contrary herein, or any power conferred on the Delaware Trustee pursuant to this Trust Agreement or the Delaware Statutory Trust Act, so long as the Indenture has not terminated in accordance with its terms:
(a) The Trust shall not engage in any business or activity other than in connection with or relating to the activities permitted herein.
(b) The Trust 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, or pledge its assets to any other entity, except as may be permitted pursuant to the Basic Documents.
(c) The Trust shall not form, or cause to be formed, any subsidiaries.
(d) To the fullest extent permitted by law, the Trust shall not dissolve or liquidate, in whole or in part.
(e) The Trust shall not be, become or hold itself out as being liable for the debts of any other Person, or hold out its credit as being available to satisfy the obligation of any other Person, the Trust and the Certificateholders will not act as agents for each other and the Trust will not act as the agent of any Person in control of a Certificateholder.
(f) The Trust shall act solely in its Trust name and through its duly authorized officers or agents in the conduct of its business, prepare all Trust correspondence in the Trust name, hold itself out as a separate entity from any other Person, conduct its business so as not to mislead others as to the identity of the entity with which they are concerned, correct any known misunderstanding regarding its separate identity.
(g) The Trust shall maintain trust records, accounts, books of account and bank accounts separate from those of any other person not commingle its trust records, accounts, books of account or bank accounts with the organizational or other records, accounts and books of account of any other corporation or entity and such records, accounts and books of account shall reflect the separate existence of the Trust. The books of the Trust may be kept (subject to any provision contained in any applicable statutes) inside or outside the State of Delaware at such place or places as may be designated from time to time by the Trust.
(h) The Trust shall take such actions as may be necessary to authorize all of its actions as may be required by law.
(i) This Trust Agreement Section and Sections 2.03, 4.03 and 11.08 hereof shall not be amended, altered, changed or repealed, except as may be perm...
Covenants Regarding Operations. (a) Subject to Section 5.06 hereof, and notwithstanding any prior termination of this Trust Agreement, to the fullest extent permitted by law, none of the Delaware Trustee, the Administrator or the Certificateholders shall take or authorize any Bankruptcy Action.
(b) To the fullest extent permitted by law and notwithstanding any other provision to the contrary in this Trust Agreement or any other agreement, document or instrument executed by the Trust (except as otherwise provided in the Indenture and the Transaction Documents), and so long as the Indenture is in effect, each Certificateholder and the Administrator shall cause the Trust to, and the Trust shall:
(i) do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a Delaware statutory trust in good standing and its rights (charter and statutory) under the laws of the State of Delaware, preserve and keep in full force and effect its existence, rights and franchises, obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Trust Agreement and any agreement to which the Trust is a party, and observe all applicable procedures and provisions required by this Trust Agreement and the laws of the State of Delaware;
(ii) except as required by law, not amend, alter, waive, change or repeal (A) its Certificate of Trust, (B) the definitions in this Trust Agreement of the capitalized terms used in this Section or any of the definitions of the terms that form any part thereof or (C) Sections 2.05, 2.09, 5.03, 5.06 or 6.08 or Article VII hereof;
(iii) maintain its own bank accounts and correct and complete financial and other entity records, accounts and books of account separate and distinct from those of any other Person; not commingle its records, accounts, books of account and bank accounts with the organizational or other records, accounts, books of account or bank accounts of any other Person and cause such records, accounts, books of account and bank accounts to reflect the separate existence of the Trust;
(iv) act solely in its own name and through an Authorized Officer or its agents in the conduct of its business, prepare all Trust correspondence in the Trust's name, hold itself out as a separate entity from any other Person, conduct its business so as not to mislead others as to the identity of the entity with which they are concerned, ...
Covenants Regarding Operations. 8 Section 2.10. Appointment of Delaware Trustee.............................13 Section 2.11. Federal Income Tax Allocations..............................13 Section 2.12. Administration..............................................13 Section 2.13. Additional Contributions....................................13 Section 2.14. Principal Place of Business...............................
Covenants Regarding Operations. The Transferor shall:
Covenants Regarding Operations. Transferor shall:
(i) Not incur, assume or guarantee any indebtedness other than Transferor’s obligations with respect to or contemplated by the Transaction Documents.
(ii) Not engage in any business or activity other than as permitted in its articles of organization.
(iii) 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, except as specifically permitted by the Transaction Documents.
(iv) Not dissolve or liquidate, in whole or in part.
(v) Not commingle its funds or assets with those of any other individual or entity.
(vi) Not hold itself out as being liable for the debts of any other party and not pay from its assets any obligations or indebtedness of any other individual or entity.
(vii) Pay from its assets all obligations and indebtedness of any kind incurred by Transferor.
(viii) Not form, or cause to be formed, any subsidiaries.
(ix) Not file any voluntary petition or consent to the filing of any petition in or institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law on behalf of itself without the prior unanimous written consent of all of its members, including the Independent Member (as defined in its Operating Agreement).
(x) Not permit its managing member to withdraw.
(xi) At all times have at least one managing member which shall have each of the characteristics of the Independent Member as set forth on Appendix A to its Operating Agreement.
(xii) Act solely in its name and through its duly authorized agents in the conduct of its business, and shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned.
(xiii) Transact business with any Affiliate, if at all, on an arm’s length basis and pursuant to enforceable agreements. To the extent that the Transferor and any of its members or affiliates have offices in contiguous space, there shall be fair and appropriate allocation of overhead costs (including rent) among them, and each such entity shall bear its fair share of such expenses. For purposes of this covenant and the definition of the term “Affiliate”, the term “control” means the possession, directly or indirectly, of the power to direct or the cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.
(xiv)...
Covenants Regarding Operations. 22 ARTICLE VI INDEMNIFICATION....................................... 23
Covenants Regarding Operations. Tenant covenants and agrees as follows.
a. Tenant will abide by all conditions and regulations of the Department of Parks and Recreation with respect to hours of opening and closing and the placement of signs.
b. Tenant will limit employee parking in the lot located at Xxxxxxxxx Club Park to no more than four (4) vehicles at any time. Tenant will require all employee vehicles to park in areas within Xxxxxxxxx Club Park as designated by the staff of the Department of Parks and Recreation.
c. Tenant will limit employee parking in the lot directly behind the Pavilion at Compo Beach to no more than six (6) vehicles at any time. Tenant will require all additional employee vehicles to park in areas within the Compo Beach facility designated by the staff of the Department of Parks and Recreation.
d. During each Beach Season, Tenant will be open for business at the Compo Beach Pavilion Space each day for at least the following hours (the “Beach Pavilion Requisite Hours”): Monday through Friday from 10:00 a.m. to 6:00 p.m.; and Saturdays, Sundays and legal holidays from 9:00 a.m. to 7:00 p.m.
Covenants Regarding Operations. 4 Section 2.05 Appointment of Trustee and Delaware Trustee ......................................... 9 Section 2.06 Initial Capital Contribution of Trust Estate............................................... 9 Section 2.07 Declaration of Trust ................................................................................. 10 Section 2.08 Liability of the Certificateholder ............................................................. 10 Section 2.09 Title to Trust Property ............................................................................. 10 Section 2.10 Representations, Warranties and Covenants of the Depositor ..............
Covenants Regarding Operations. The Trust shall comply with the following: (a) Subject to Section 4.03 hereof, and notwithstanding any prior termination of this Agreement, to the fullest extent permitted by law, none of the Delaware Trustee, the Trustee, the Depositor or the Certificateholder shall take or authorize any Bankruptcy Action.
Covenants Regarding Operations. 46 (b) Negative Covenants Regarding Operations .47 SECTION 5.11
