Limited Purpose Entities Clause Samples
The Limited Purpose Entities clause defines and restricts the activities and operations of certain entities to a narrowly specified set of purposes. In practice, this means that the entity is only permitted to engage in activities directly related to its stated objective, such as holding specific assets, managing a particular project, or facilitating a single transaction. By limiting the scope of the entity’s operations, this clause helps isolate risks, prevent unauthorized activities, and ensure that the entity remains focused on its intended function.
Limited Purpose Entities. Borrower and Structuring HoldCo shall, and Borrower shall cause Structuring HoldCo to, maintain its status as a Limited Purpose Entity.”
Limited Purpose Entities. Borrower shall not Acquire, Remediate, Develop, or otherwise invest (other than Borrower's investment in the Subsidiaries as contemplated by Additional Property Loan Applications) in any real or personal property other than the Properties. Borrower shall not conduct any business of any kind other than the business contemplated by this Agreement and the Subordinated Loan Agreement.
Limited Purpose Entities. The following is hereby added to the Loan Agreement as a new Section 6.44:
Limited Purpose Entities. Each of TSM and TSM Delaware were formed on July 14, 1998 for the sole purpose of the reorganization of TSM described on Schedule 6(t)(ii). Neither of such entities has conducted any business other than the continuation of the business previously conducted by TSM Wisconsin. With respect to such reorganization:
(i) On July 14, 1998, pursuant to the terms of that certain Certificate of Merger and Agreement and Plan of Merger each dated July 14, 1998, between TSM Wisconsin and TSM Delaware, full and complete copies of which have previously been provided by Seller to Buyer, TSM Wisconsin was merged with and into TSM Delaware, the surviving entity and a wholly-owned subsidiary of Seller following the merger, and all right, title and interest in and to the assets, properties, rights and privileges of TSM Wisconsin were vested in TSM Delaware by operation of law, subject only to the Liabilities of TSM Wisconsin as of the date of the merger.
(ii) On August 5, 1998, pursuant to the terms of that certain Certificate of Merger and Agreement and Plan of Merger each dated July 15, 1998, between TSM Delaware and TSM, full and complete copies of which have previously been provided by Seller to Buyer, TSM Delaware was merged with and into TSM, the surviving entity and a wholly-owned subsidiary of Seller following the merger, and all right, title and interest in and to the assets, properties, rights and privileges of TSM Delaware were vested in TSM by operation of law, subject only to the Liabilities of TSM Delaware as of the date of the merger.
(iii) Neither TSM Delaware nor TSM incurred any Liabilities (other than Liabilities for applicable state franchise Taxes) or conducted any business on or prior to the date of the merger of TSM Delaware into TSM, and, following their respective mergers, the activities of TSM and TSM Delaware were, and, between the date hereof and the Closing Date the activities of TSM will be, limited to the conduct of the Business.
(iv) None of the execution, delivery or performance by Seller, TSM, TSM Wisconsin or TSM Delaware of the merger agreements described in Sections 6(z)(i) or (ii), or the consummation by such parties of the transactions contemplated thereby, (A) violated any provisions of any Law, order, judgment or decree or other requirement applicable to any of such party or any of their respective assets or constituted an event which, with notice, lapse of time or both, would result in any such violation; (B) violated any provisions of...