Limitations on Certain Activities. Without the prior written consent of the Required Lenders (or Administrative Agent at the request of the Required Lenders), which consent shall not be unreasonably withheld or delayed:
(1) other than in the ordinary course of Borrower’s business, Borrower shall not lease all or a substantial part of Borrower’s business or Borrower’s assets;
(2) neither Borrower nor Guarantor shall enter into or invest in any consolidation, merger, pool, syndicate or other combination unless Borrower or Guarantor, as applicable, is the surviving entity and control of Borrower does not change;
(3) the legal structure of Borrower shall not change from a limited partnership that is an operating partnership whose sole general partner is Guarantor, the legal structure of Guarantor shall not change from a publicly traded real estate investment trust under the provisions of Internal Revenue Code Sections 856 and 857, and the legal structure of Borrower and Guarantor shall not change from a so-called up-REIT;
(4) Borrower’s or Guarantor’s jurisdiction of formation, place of business, or chief executive office (if Borrower or Guarantor has more than one place of business) shall not change except upon 30 days’ prior written notice to Administrative Agent;
(5) Borrower’s general partner shall not change from Guarantor; and
Limitations on Certain Activities. Without the prior written consent of the Required Lenders (or Administrative Agent at the request of the Required Lenders), which consent shall not be unreasonably withheld or delayed:
(1) other than in the ordinary course of Borrower’s business, Borrower shall not lease all or a substantial part of Borrower’s business or Borrower’s assets;
(2) without the prior written consent of the Required Lenders, Borrower shall not enter into or invest in any consolidation, merger, pool, syndicate or other combination unless Borrower is the surviving entity;
(3) the legal structure of Borrower shall not change from a Maryland corporation that qualified to be taxed as a real estate investment trust under the provisions of Internal Revenue Code Sections 856 through 860;
(4) Borrower’s or any Permitted Affiliate’s jurisdiction of formation, place of business, or chief executive office (if Borrower or such Permitted Affiliate has more than one place of business) shall not change except upon 30 days’ prior written notice to Administrative Agent; and
(5) Borrower shall not suffer a change in its executive management such that (i) X. Xxxx Xxxxxx is no longer Chief Executive Officer, President and Chairman of the Board of Directors, (ii) Xxxx Xxxxx is no longer Executive Vice President, Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary, (iii) Xxxxx X. Xxxxxxxxx is no longer Managing Vice President, Finance and Chief Accounting Officer or (iv) there is a change in 25% or more of Borrower’s executive management which is in place on the Closing Date, unless such executive management is replaced by parties reasonably acceptable to Administrative Agent within ninety (90) days of such change.
Limitations on Certain Activities. Except in connection with withdrawals of Unencumbered Eligible Properties under Section 2.20 or sales, transfers or encumbrances to another Borrower or Guarantor (i) no sale, transfer, pledge or assignment of more than 49% of the ownership interests in any of the Borrowers or Guarantors excluding Lexington; and (ii) no material changes in any Borrower's or Guarantor's business of owning, managing and investing in predominantly (75% or more by value) net-lease, office, industrial and retail properties.
Limitations on Certain Activities. The Company will not, nor will it permit any Subsidiary to, engage in any line of business other than the lines of business conducted by the Company and its Subsidiaries on the date hereof and any business reasonably related, incidental or ancillary thereto.
Limitations on Certain Activities. 48 7.12. DISTRIBUTIONS ............................................................. 48 7.13. ERISA ..................................................................... 48 7.14. COMPLIANCE WITH ENVIRONMENTAL LAWS ........................................ 49
Limitations on Certain Activities. During the pendency of any Redemption Default, the Company will not, and will not permit any of its Subsidiaries to, directly or indirectly (1) declare or pay any dividend or make any other payment or distribution on account of its securities (other than dividends or distributions from wholly-owned Subsidiaries), (2) purchase, redeem or otherwise acquire or retire for value any of its or their securities (other than as contemplated by the Merger Agreement), (3) purchase, redeem, defease or otherwise acquire or retire for value prior to its maturity any Indebtedness of the Company or its Subsidiaries, unless so doing eliminates a limitation on the redemption of the Series A Special Stock, (4) make any capital investment other than capital investments the absence of which would significantly impair the value of the Company’s business, (5) create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to any Indebtedness except (x) ordinary course letters of credit, performance bonds and other similar credit support instruments that are necessary to maintain the normal operation of business or (y) to the extent such Indebtedness is created, incurred or issued in connection with a substantially concurrent redemption to cure an applicable Redemption Default in whole or in part, and/or (6) issue any security of the Company or its Subsidiaries that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, unless such maturity, redemption or other right shall be expressly junior to the right of redemption of the holders of the Series A Special Stock.
Limitations on Certain Activities. Neither N-Mer nor any of its subsidiaries shall take any action in respect of, and CGI shall not cause N-Mer to take any action in respect of, (i) the adoption, amendment, alteration or repeal of any provision or term of any certificate of incorporation or bylaws (or similar constituent documents) for N-Mer or any of its subsidiaries; (ii) any merger or consolidation involving N-Mer (other than any merger or consolidation of a wholly-owned subsidiary of N-Mer with or into N-Mer or another wholly-owned subsidiary of N-Mer); (iii) any reorganization, dissolution, liquidation or other winding-up or termination of N-Mer or any of its subsidiaries; (iv) the redemption, purchase, repurchase or other acquisition for value any equity securities of N-Mer or any of its subsidiaries (except for acquisitions of common stock by N-Mer pursuant to restricted stock, employment or consulting agreements which permit N-Mer to repurchase such shares upon termination of services to N-Mer or in exercise of N-Mer's right of first refusal upon a proposed transfer); (v) the payment or declaration of any dividend or distribution on any of equity securities of N-Mer (other than a dividend payable solely in common stock of N-Mer); and (vi) entering into, assuming or becoming bound by any contract to do any of the foregoing or otherwise attempting to do any of the foregoing, either directly or indirectly.
Limitations on Certain Activities. Suffer or permit (a) any sale, transfer, pledge or assignment of more than forty-nine percent (49%) of the ownership interests in Borrower or Co-Borrower; or
Limitations on Certain Activities. 53 7.11. Distribution ............................................................... 53 7.12. ERISA ...................................................................... 53
Limitations on Certain Activities. Neither the Partnership, nor the General Partner acting on behalf of the Partnership, will, unless the Original Limited Partner shall have consented thereto in writing, or unless otherwise specifically permitted hereby:
(i) sell, or permit to be sold, any Franchise Agreements, Marks or other intellectual property of the Partnership, provided, that the General Partner may exercise its reasonable discretion to sell, assign or dispose of, on behalf of the Partnership, any Franchise Agreement which is the subject of a Franchisee default;
(ii) incur or assume any Indebtedness in excess of $2,500,000 in the aggregate, except for (x) Indebtedness described in clause (c) of the definition thereof, incurred under or in connection with the Pledge Agreement, and (y) Indebtedness on account of Shortfall Loans, short-term borrowings for working capital purposes, and, subject to Section 4.1(f), Indebtedness represented by Property Guaranties, provided, that, for purposes of determining permitted Indebtedness represented by Property Guaranties, the aggregate amount of Property Guaranty Commitments at any one time outstanding, together with the aggregate amount of Additional Capital Loans then made, shall not exceed the lesser of $60,000,000 or $600,000 multiplied by the then existing number of Eligible Hotel Properties, and provided further, that, for purposes of determining permitted Indebtedness described in clause (x) hereof, the aggregate amount of Property Guaranty Commitments at any one time outstanding, together with the aggregate amount of Additional Capital Loans then made and the amount guaranteed by the HFS SPV Guaranty, shall not exceed $60,000,000;
(iii) purchase any assets other than assets associated with the ordinary course of business of the Partnership as described herein or intended in the good faith and reasonable judgment of the General Partner to advance the business of the Partnership as described in Section 2.3;
(iv) create or permit the creation of any Lien, other than Permitted Liens, on any assets of the Partnership;
(v) own or operate hotels, except in connection with a judgment or claim against any Person, in which event the Partnership shall cease to own or operate any such hotel no later than three years after the commencement of its ownership or operation of same; or
(vi) enter into any SPV Loan Documents, unless such documents shall specifically preclude recourse to the Partnership or the General Partner for the obligations of the SPV, ex...
