Common use of Limitations on Debt, Actions Clause in Contracts

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of Borrower or Operating Lessee, neither Borrower nor Operating Lessee shall (i) guarantee any obligation of any Person, including any Affiliate, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, provided, Borrower may under certain circumstances become liable for the obligations of Operating Lessee under the Management Agreement; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section; (iii) incur, create or assume any indebtedness or liabilities other than those liabilities set forth in the Management Agreement, the Asset Management Agreement, the Development Management Agreement, the Loan, intercompany debt between Borrower and Guarantor, provided such indebtedness is expressly subordinate to the Loan, becomes due after the Second Extended Maturity Date and requires no payment be made thereon during the term of the Loan, the Swap Agreement (and any Swap Agreement required pursuant to the terms and conditions of the Loan, including, without limitation, any Swap Agreement entered into in connection with Borrower’s exercise of any Option to Extend), equipment leases having an aggregate value not greater than $500,000.00 and unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Property, and which is not evidenced by a note and which are otherwise expressly permitted under the Loan Documents; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that Borrower may invest in those investments permitted under the Loan Documents; (v) engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s or Operating Lessee’s business; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity; (vii) own any asset or property other than the Property, the Personal Property, and other incidental personal property necessary for the ownership or operation of the Property.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of Borrower, Borrower or Operating Lessee, neither Borrower nor Operating Lessee shall not (i) guarantee any obligation of any Personperson or entity, including any Affiliateaffiliate, or become obligated for the debts of any other Person person or entity or hold out its credit as being available to pay the obligations of any other Person, provided, Borrower may under certain circumstances become liable for the obligations of Operating Lessee under the Management Agreementperson or entity; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Sectionintentionally omitted; (iii) incur, create or assume any indebtedness or liabilities other than those liabilities set forth in the Management Agreement, the Asset Management Agreement, the Development Management Agreement, the Loan, intercompany debt between Borrower and Guarantor, provided such indebtedness is expressly subordinate to the Loan, becomes due after the Second Extended Maturity Date and requires no payment be made thereon during the term of the Loan, the Swap Agreement (and any Swap Agreement required pursuant to the terms and conditions of the Loan, including, without limitation, any Swap Agreement entered into in connection with Borrower’s exercise of any Option to Extend)between Borrower and a Lender, equipment leases having an aggregate value not greater than $500,000.00 and unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Property, and do not to exceed five percent (5%) of the outstanding balance of the aggregate Commitment, which is are not evidenced by a note note, and must be paid within sixty (60) days and which are otherwise expressly permitted under the Loan Documents; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Personperson or entity, except that Borrower may invest in those investments permitted under the Loan Documents; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s or Operating Lessee’s business; (vi) buy or hold evidence of indebtedness issued by any other Person person or entity (other than cash or investment-grade securities); (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity; (vii) own any asset or property other than the Property, the Personal Property, Property and other incidental personal property necessary for property; or (viii) take any material action without the ownership or operation unanimous written approval of the Propertyall shareholders of Borrower.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of Borrower or Operating Lessee, neither Borrower nor Operating Lessee shall (i) guarantee any obligation of any Person, including any Affiliate, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, provided, Borrower may under certain circumstances become liable for the obligations of Operating Lessee under the Management Agreement; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section; (iii) incur, create or assume any indebtedness or liabilities other than those liabilities set forth in the Management Agreement, the Asset Management Agreement, the Development Management Agreement, the Loan, intercompany debt between Borrower and Guarantor, provided such indebtedness is expressly subordinate to the Loan, becomes due after the Second Extended Maturity Date and requires no payment be made thereon during the term of the Loan, the Swap Agreement (and any Swap Agreement required pursuant to the terms and conditions of the Loan, including, without limitation, any Swap Agreement entered into in connection with Borrower’s exercise of any Option to Extend), equipment leases having an aggregate value not greater than $500,000.00 and unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Property, and Indebtedness which is not evidenced by a note and which are otherwise expressly permitted under the Loan Documents; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except (A) as otherwise permitted under this Agreement, and (B) that Borrower and Operating Lessee may invest in those investments permitted under the Loan Documents; (v) to the fullest extent Loan No. 1005062 permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s or Operating Lessee’s business, as applicable; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity; (vii) own any asset or property other than the Property, the Personal Property, Property and other incidental personal property necessary for the ownership or operation of the Property; or (viii) take any material action without the unanimous written approval of all members of Borrower or Operating Lessee, as applicable.

Limitations on Debt, Actions. Notwithstanding Except as expressly permitted in the Loan Documents and notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of each Borrower, no Borrower or Operating Lessee, neither Borrower nor Operating Lessee shall (i) guarantee any obligation of any Person, including any Affiliate, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, provided, Borrower may under certain circumstances become liable for the obligations of Operating Lessee under the Management Agreement; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this SectionSection 7.1; (iii) incur, create or assume any indebtedness or liabilities other than those liabilities set forth in the Management Agreement, the Asset Management Agreement, the Development Management Agreement, (A) the Loan, intercompany debt ; (B) any Swap Agreement between Borrower and Guarantor, provided such indebtedness is expressly subordinate Lender; (C) taxes applicable to the Loanapplicable Property; (D) any Permitted Debt; and (E) tenant improvement and leasing commission liability, becomes due after the Second Extended Maturity Date and requires no payment be made thereon during the term of the Loan, the Swap Agreement (and any Swap Agreement required pursuant to the terms and conditions of the Loan, including, without limitation, any Swap Agreement entered into in connection with Borrower’s exercise of any Option to Extend), equipment leases having an aggregate value not greater than $500,000.00 and unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Property, and which is not evidenced by a note and which are otherwise expressly permitted under the Loan Documentsnot financed outside this Loan; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that a Borrower may invest in those investments permitted under the Loan Documents; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s or Operating Lessee’s business; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity; (vii) own any asset or property other than the Property, the Personal Property, Properties and other incidental personal property necessary for the ownership or operation of the PropertyProperties; or (viii) take any material action without the written approval of all members and general partners, as applicable, whose approval is required by the organizational documents of each Borrower.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of Borrower, Borrower or Operating Lessee, neither Borrower nor Operating Lessee shall (i) not: guarantee any obligation of any Person, including including, without limitation, any Affiliate, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, provided, Borrower may under certain circumstances become liable for Person other than pursuant to the obligations of Operating Lessee under Loan Documents and the Management Environmental Indemnity Agreement; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this SectionArticle VI; (iii) incur, create or assume any indebtedness or liabilities Debt other than those liabilities set forth in the Management Agreement, the Asset Management Agreement, the Development Management Agreement, (x) the Loan, intercompany debt between Borrower and Guarantor, provided such indebtedness is expressly subordinate to the Loan, becomes due after the Second Extended Maturity Date and requires no payment be made thereon during the term of the Loan, the Swap Agreement (and any Swap Agreement required pursuant to the terms and conditions of the Loan, including, without limitation, any Swap Agreement entered into in connection with Borrower’s exercise of any Option to Extend), equipment leases having an aggregate value not greater than $500,000.00 and y) unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Project and/or the Property, and which is that, in the case of clause (y) shall ( A) not exceed two percent (2%) of the outstanding balance of the Loan, ( B) not be evidenced by a note note, ( C) be paid within sixty (60) days, and which are ( D) otherwise expressly be permitted under the Loan DocumentsDocuments and (z) Debt held by members of Borrower or Affiliates of members of Borrower that is expressly subordinate to the Loan, is not to be satisfied in whole or in part prior to the satisfaction in full of the Loan, and is not secured by any portion of the Project and/or the Property; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that Borrower may invest in those investments investment-grade securities; to the fullest extent permitted under the Loan Documents; (v) by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s or Operating Lessee’s 's business; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity; (vii) own any asset or property other than the Property, the Personal Property, and other incidental personal property necessary for the development, ownership or operation of the Project and/or the Property; or take any material action without the approval of Guarantor and all other required parties under Xxxxxxxx's organizational documents.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of Borrower, Borrower or Operating Lessee, neither Borrower nor Operating Lessee shall not (i) guarantee any obligation of any Personperson or entity, including any Affiliate, or become obligated for the debts of any other Person person or entity or hold out its credit as being available to pay the obligations of any other Person, provided, Borrower may under certain circumstances become liable for the obligations of Operating Lessee under the Management Agreementperson or entity; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section; (iii) incurincur any additional indebtedness, create or assume any indebtedness or liabilities other than those liabilities set forth in the Management Agreement(a) ordinary course obligations (including trade payables or accruals, the Asset Management Agreementtenant allowances, the Development Management Agreementleasing commissions and payments due contractors, the Loan, intercompany debt between Borrower and Guarantor, provided such indebtedness is expressly subordinate to the Loan, becomes due after the Second Extended Maturity Date and requires no payment be made thereon during the term of the Loan, the Swap Agreement (and but excluding any Swap Agreement required pursuant to the terms and conditions of the Loan, including, without limitation, any Swap Agreement entered into additional borrowed money) incurred in connection with Borrower’s exercise permitted scope of any Option business as referred to Extend)above, (b) indebtedness related to third party financing of furniture, fixtures and equipment leases having in an aggregate value not greater than to exceed $500,000.00 5,000,000, (c) liabilities associated with Swap Agreements, and unsecured trade payables incurred (d) liabilities under letters of credit required in connection with the ordinary course of its business that are related to the ownership and operation development of the Property, and which is not evidenced by a note and which are otherwise expressly permitted under the Loan DocumentsProject; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Personperson or entity, except that Borrower may invest in those investments permitted under the Loan Documents; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s business except as expressly permitted herein or Operating Lessee’s businessin the other Loan Documents; (vi) buy or hold evidence of indebtedness issued by any other Person person or entity (other than cash or investment-grade securities); (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entityentity except in accordance with Section 9.22(c); (viiviii) own any asset or property other than the Property, the Personal Property, Property and other incidental personal property necessary for the ownership or operation of the Property; or (ix) take any of the following actions without the unanimous written approval of all members of Borrower: the filing by the Borrower of a petition or answer seeking reorganization or arrangement with creditors or an answer, admitting the material allegations of a petition filed against it in bankruptcy, reorganization or insolvency proceedings, or approving a petition seeking reorganization of the Borrower or appointing a receiver, trustee, or liquidator of all or substantial portion of the assets of Borrower, or the dissolution of Borrower. No debt other than the Loan may be secured by the Property or any direct or indirect interest in Borrower owned by Taubman, whether senior, subordinate or pari passu.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of Borrower or Operating Lesseeand Non-Borrower Mortgagors, neither Borrower nor Operating Lessee and Non-Borrower Mortgagors shall not (i) guarantee any obligation of any Person, including any Affiliate, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, provided, Borrower may under certain circumstances become liable for the obligations of Operating Lessee under the Management Agreement; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section; (iii) incur, create or assume any indebtedness or liabilities other than those liabilities set forth in the Management Agreement, the Asset Management Agreement, the Development Management Agreement, the Loan, intercompany debt between Borrower and Guarantor, provided such indebtedness is expressly subordinate to the Loan, becomes due after the Second Extended Maturity Date and requires no payment be made thereon during the term of the Loan, the Swap Agreement (and any Swap Agreement required pursuant to the terms and conditions of the LoanContract or other interest rate swap transaction, including, without limitation, any Swap Agreement entered into in connection with Borrower’s exercise of any Option to Extend), equipment leases having an aggregate value not greater than $500,000.00 and unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the PropertyProperty not to exceed two percent (2%) of the outstanding balance of the Loan, and which is not evidenced by a note and which must be paid within sixty (60) days and which are otherwise expressly permitted under the Loan Documents; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that Borrower may invest in those investments permitted under the Loan Documents; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s or Operating Lessee’s business; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity; (vii) own any asset or property other than the Property, the Personal Property, Property and other incidental personal property necessary for the ownership or operation of the Property; or (viii) take any material action without the unanimous written approval of all members of Borrower.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of Borrower, Borrower or Operating Lesseeshall not, neither Borrower nor Operating Lessee shall without the prior written consent of Administrative Agent and the Requisite Lenders, (i) guarantee any obligation of any Person, including any Affiliate, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, provided, Borrower may under certain circumstances become liable for the obligations of Operating Lessee under the Management Agreement; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section; (iii) incur, create or assume any indebtedness or liabilities other than those liabilities set forth in the Management Agreement, the Asset Management Agreement, the Development Management Agreement, the Loan, intercompany debt between Borrower and Guarantor, provided such indebtedness is expressly subordinate to the Loan, becomes due after the Second Extended Maturity Date and requires no payment be made thereon during the term of the Loan, the Swap Agreement (and any Swap Agreement required pursuant to the terms and conditions of the LoanAgreement, including, without limitation, any Swap Agreement entered into in connection with Borrower’s exercise of any Option to Extend), equipment leases having an aggregate value not greater than $500,000.00 and unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the PropertyProperty not to exceed two percent (2%) of the outstanding balance of the Loan, and which is not evidenced by a note and which must be paid within sixty (60) days and which are otherwise expressly permitted under the Loan Documents; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that Borrower may invest in those investments permitted under the Loan Documents; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s or Operating Lessee’s business; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity; (vii) own any asset or property other than the Property, the Personal Property, Property and other incidental personal property necessary for the ownership or operation of the Property; or (viii) take any material action without the unanimous written approval of all partners of Borrower. To the extent Borrower is allowed to incur debt in accordance with the terms of this Agreement, then any such debt which is payable to an Affiliate of Borrower shall be expressly subordinate to the Loan.

Limitations on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of Borrower, Borrower or Operating Lessee, neither Borrower nor Operating Lessee shall not (i) guarantee any obligation of any Person, including any Affiliate, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, provided, Borrower may under certain circumstances become liable for the obligations of Operating Lessee under the Management Agreement; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section; (iii) incur, create or assume any indebtedness or liabilities other than those liabilities set forth in the Management Agreement, the Asset Management Agreement, the Development Management Agreement, (A) the Loan, intercompany debt between Borrower and Guarantor, provided such indebtedness is expressly subordinate ; (B) interest rate swap transaction; (C) taxes applicable to the Loan, becomes due after the Second Extended Maturity Date Property or Improvements; and requires no payment be made thereon during the term of the Loan, the Swap Agreement (and any Swap Agreement required pursuant to the terms and conditions of the Loan, including, without limitation, any Swap Agreement entered into in connection with Borrower’s exercise of any Option to Extend), equipment leases having an aggregate value not greater than $500,000.00 and D) unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the PropertyProperty and Improvements not to exceed two percent (2%) of the outstanding balance of the Loan, and which is not evidenced by a note and which must be paid within sixty (60) days and which are otherwise expressly permitted under the Loan Documents; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that Borrower may invest in those investments permitted under the Loan Documents; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s or Operating Lessee’s business; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity; (vii) own any asset or property other than the Property, the Personal Property, Property and other Improvements and incidental personal property necessary for the ownership or operation of the PropertyProperty and Improvements; or (viii) take any material action without the unanimous written approval of all members of Borrower.