Common use of Covenants Regarding Operations Clause in Contracts

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) Maintain separate records and books of account and financial statements and shall not commingle its records and books of account with the records and books of account of any entity. The Transferor shall use separate stationery, invoices and checks. (xv) Make no asset distributions, including, without limitation, any distribution of dividends, except to the extent of cash on hand in excess of that needed to cover the expected cash needs of Transferor. (xvi) Observe all organizational formalities in its relations with its members. (xvii) Notwithstanding any other provisions of this Agreement, not terminate, dissolve or liquidate while owing any amount under the Transaction Documents despite the occurrence of any event which might terminate the continued membership of a member in Transferor, including the following: (A) a member: (1) makes an assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3) is adjudged bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceeding; (4) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature; (6) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the member or of all or any substantial part of its properties; or (B) 120 days after the commencement of any proceeding against the member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without the member’s consent or acquiescence of a trustee, receiver or liquidator of the member or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated.

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 arms 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) Maintain separate records and books of account and financial statements and shall not commingle its records and books of account with the records and books of account of any entity. The Transferor shall use separate stationery, invoices and checks. (xv) Make no asset distributions, including, without limitation, any distribution of dividends, except to the extent of cash on hand in excess of that needed to cover the expected cash needs of Transferor. (xvi) Observe all organizational formalities in its relations with its members. (xvii) Notwithstanding any other provisions of this Agreement, not terminate, dissolve or liquidate while owing any amount under the Transaction Documents despite the occurrence of any event which might terminate the continued membership of a member in Transferor, including the following: (A) a member: (1) makes an assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3) is adjudged bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceeding; (4) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature; (6) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the member or of all or any substantial part of its properties; or (B) 120 days after the commencement of any proceeding against the member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without the member’s consent or acquiescence of a trustee, receiver or liquidator of the member or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated.

Covenants Regarding Operations. Transferor shall: (i) Not incur, assume or guarantee any indebtedness other than Transferor’s '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 arms 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) Maintain separate records and books of account and financial statements and shall not commingle its records and books of account with the records and books of account of any entity. The Transferor shall use separate stationery, invoices and checks. (xv) Make no asset distributions, including, without limitation, any distribution of dividends, except to the extent of cash on hand in excess of that needed to cover the expected cash needs of Transferor. (xvi) Observe all organizational formalities in its relations with its members. (xvii) Notwithstanding any other provisions of this Agreement, not terminate, dissolve or liquidate while owing any amount under the Transaction Documents despite the occurrence of any event which might terminate the continued membership of a member in Transferor, including the following: (A) a member: (1) makes an assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3) is adjudged bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceeding; (4) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature; (6) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the member or of all or any substantial part of its properties; or (B) 120 days after the commencement of any proceeding against the member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without the member’s 's consent or acquiescence of a trustee, receiver or liquidator of the member or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated.

Covenants Regarding Operations. Transferor shall: (i) Not incur, assume or guarantee any indebtedness other than Transferor’s '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 arms 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) Maintain separate records and books of account and financial statements and shall not commingle its records and books of account with the records and books of account of any entity. The Transferor shall use separate stationery, invoices and checks. (xv) Make no asset distributions, including, without limitation, any distribution of dividends, except to the extent of cash on hand in excess of that needed to cover the expected cash needs of Transferor. (xvi) Observe all organizational formalities in its relations with its members. (xvii) Notwithstanding any other provisions of this Agreement, not terminate, dissolve or liquidate while owing any amount under the Transaction Documents despite the occurrence of any event which might terminate the continued membership of a member in Transferor, including the following: (A) a member: (1) makes an assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3) is adjudged bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceeding; (4) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature; (6) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the member or of all or any substantial part of its properties; or (B) 120 days after the commencement of any proceeding against the member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without the member’s consent or acquiescence of a trustee, receiver or liquidator of the member or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated.