Common use of Maintain Single Purpose Entity Clause in Contracts

Maintain Single Purpose Entity. (a) Engage in any business or activity other than the ownership, operation and maintenance of the Mortgaged Property, and activities incidental thereto; (b) Acquire or own any material assets other than (i) the Mortgaged Property, and (ii) such incidental machinery, equipment, fixtures and other personal property as may be necessary for the operation of the Mortgaged Property; (c) Merge into or consolidate with any person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender's consent; (d) Fail to preserve its existence as a limited liability company, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, or without the prior written consent of Lender, amend, modify, terminate or fail to comply with the provisions of its operating agreement or similar organizational document, as same may be further amended or supplemented, if such amendment, modification, termination or failure to comply would adversely affect its ability to perform its obligations hereunder, under the Note or any other Loan Document; (e) Own any subsidiary or make any investment in any Person without the consent of Lender; (f) Commingle its assets with the assets of any of its partners, affiliates, principals or of any other Person; (g) Incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Loan and trade payables incurred in the ordinary course of business and other than that certain Equipment purchase money financing described in Section 5.2(f) above, provided same are paid when due; (h) Fail to maintain its records, books of account and bank accounts separate and apart from those of its partners, principals and affiliates, the affiliates of any of its partners, principals and any other Person; (i) Enter into any contract or agreement with any of its partners, principals or affiliates, or the affiliates of any of its partners, principals, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties; (j) Seek its dissolution or winding up in whole, or in part; (k) Maintain its assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its partners, principals and affiliates, the affiliates of any of its partners, principals or any other Person; (l) Hold itself out to be responsible for the debts of another person; (m) Make any loans or advances (except to the extent a loan or advance may be considered an "Account") to any third party, including any of its partners, principals or affiliates, or the affiliates of any of its partners or principals; (n) Fail to file its own tax returns, except as to the extent such tax returns are consolidated into those tax returns filed by or on behalf of Guarantor; (o) Agree to, enter into or consummate any transaction which would render it unable to confirm that (i) it is not an "employee benefit plan" as defined in Section 3(32) of ERISA, which is subject to Title I of ERISA, or a "governmental plan" within the meaning of Section 3(32) of ERISA; (B) it is not subject to state statutes regulating investments and fiduciary obligations with respect to governmental plans; and (iii) less than twenty-five percent (25%) of each of its outstanding class of equity interests are held by "benefit plan investors" within the meaning of 29 C.F.R. ss. 2510.3-101(f)(2); (p) Fail either to hold itself out to the public as a legal person separate and distinct from any other person or to conduct its business solely in its own name in order not (A) to mislead others as to the identity with which such other party is transacting business, or (B) to suggest that it is responsible for the debts of any third party (including any of its partners, principals or affiliates, or any general partner, principal or affiliate thereof); or (q) Fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.

Maintain Single Purpose Entity. (a) Engage in any business or activity other than the ownership, operation and maintenance of the Mortgaged Property, and activities incidental thereto; (b) Acquire or own any material assets other than (i) the Mortgaged Property, and (ii) such incidental machinery, equipment, fixtures and other personal property as may be necessary for the operation of the Mortgaged Property; (c) Merge into or consolidate with any person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender's consent; (d) Fail to preserve its existence as a limited liability companypartnership, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, or without the prior written consent of Lender, amend, modify, terminate or fail to comply with the provisions of its operating limited partnership agreement or similar organizational document, as same may be further amended or supplemented, if such amendment, modification, termination or failure to comply would adversely affect its ability to perform its obligations hereunder, under the Note or any other Loan Document; (e) Own any subsidiary or make any investment in any Person without the consent of Lender; (f) Commingle its assets with the assets of any of its partners, affiliates, principals or of any other Person; (g) Incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Loan and trade payables incurred in the ordinary course of business and other than that certain Equipment purchase money financing described in Section 5.2(f) above, provided same are paid when due; (h) Fail to maintain its records, books of account and bank accounts separate and apart from those of its partners, principals and affiliates, the affiliates of any of its partners, principals and any other Person; (i) Enter into any contract or agreement with any of its partners, principals or affiliates, or the affiliates of any of its partners, principals, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties; (j) Seek its dissolution or winding up in whole, or in part; (k) Maintain its assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its partners, principals and affiliates, the affiliates of any of its partners, principals or any other Person; (l) Hold itself out to be responsible for the debts of another person; (m) Make any loans or advances (except to the extent a loan or advance may be considered an "Account") to any third party, including any of its partners, principals or affiliates, or the affiliates of any of its partners or principals; (n) Fail to file its own tax returns, except as to the extent such tax returns are consolidated into those tax returns filed by or on behalf of Guarantor; (o) Agree to, enter into or consummate any transaction which would render it unable to confirm that (i) it is not an "employee benefit plan" as defined in Section 3(32) of ERISA, which is subject to Title I of ERISA, or a "governmental plan" within the meaning of Section 3(32) of ERISA; (B) it is not subject to state statutes regulating investments and fiduciary obligations with respect to governmental plans; and (iii) less than twenty-five percent (25%) of each of its outstanding class of equity interests are held by "benefit plan investors" within the meaning of 29 C.F.R. ss. 2510.3-101(f)(2); (p) Fail either to hold itself out to the public as a legal person separate and distinct from any other person or to conduct its business solely in its own name in order not (A) to mislead others as to the identity with which such other party is transacting business, or (B) to suggest that it is responsible for the debts of any third party (including any of its partners, principals or affiliates, or any general partner, principal or affiliate thereof); or (q) Fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.

Maintain Single Purpose Entity. (a) Engage in any business or activity other than the ownership, operation and maintenance of the Mortgaged Property, construction of the Expansion, and activities incidental thereto; (b) Acquire or own any material assets other than (i) the Mortgaged Property, and (ii) such incidental machinery, equipment, fixtures and other personal property as may be necessary for the operation of the Mortgaged Property; (c) Merge into or consolidate with any person Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender's consent; (d) Fail to preserve its existence as a limited liability companypartnership, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, or without the prior written consent of Lender, amend, modify, terminate or fail to comply with the provisions of its operating partnership agreement or similar organizational document, as same may be further amended or supplemented, if such amendment, modification, termination or failure to comply would adversely affect its status as a Single Purpose Entity or its ability to perform its obligations hereunder, under the Note or any other Loan Document; (e) Own any subsidiary or make any investment in any Person without the consent of Lender; (f) Commingle its funds or assets with the assets of of, or pledge its assets with or for, any of its partners, affiliates, principals or of any other Person; (g) Incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Loan and trade payables incurred in the ordinary course of business and other than that certain Equipment purchase money financing described in Section 5.2(f6.2(f) above, provided same are paid when due; (h) Fail to maintain its records, books of account and bank accounts separate and apart from those of its partners, principals and affiliates, the affiliates of any of its partners, principals and any other Person; (i) Enter into any contract or agreement with any of its partners, principals or affiliates, or the affiliates of any of its partners, principals, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties; (j) Seek its dissolution or winding up in whole, or in part; (k) Maintain its assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its partners, principals and affiliates, the affiliates of any of its partners, principals or any other Person; (l) Hold itself out to be responsible for the debts of another personPerson or pay another Person’s liabilities out of its own funds; (m) Make any loans or advances (except to the extent a loan or advance may be considered an "“Account"”) to any third party, including any of its partners, principals or affiliates, or the affiliates of any of its partners or principals; (n) Fail to file its own tax returns, except as to the extent such tax returns are consolidated into those tax returns filed by or on behalf of Guarantor; (o) Agree to, enter into or consummate any transaction which would render it unable to confirm that (i) it is not an "employee benefit plan" as defined in Section 3(32) of ERISA, which is subject to Title I of ERISA, or a "governmental plan" within the meaning of Section 3(32) of ERISA; (B) it is not subject to state statutes regulating investments and fiduciary obligations with respect to governmental plans; and (iii) less than twenty-five percent (25%) of each of its outstanding class of equity interests are held by "benefit plan investors" within the meaning of 29 C.F.R. ss. 2510.3-101(f)(2); (p) Fail either to hold itself out to the public as a legal person separate and distinct from any other person or to conduct its business solely in its own name in order not (A) to mislead others as to the identity with which such other party is transacting business, or (B) to suggest that it is responsible for the debts of any third party (including any of its partners, principals or affiliates, or any general partner, principal or affiliate thereof); or (q) Fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.

Maintain Single Purpose Entity. (a) Engage in any business or activity other than the ownership, operation and maintenance of the Mortgaged Property, and activities incidental thereto; (b) Acquire or own any material assets other than (i) the Mortgaged Property, and (ii) such incidental machinery, equipment, fixtures and other personal property as may be necessary for the operation of the Mortgaged Property; (c) Merge into or consolidate with any person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender's consent; (d) Fail to preserve its existence as a limited liability companycorporation, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, or without the prior written consent of Lender, amend, modify, terminate or fail to comply with the provisions of its operating agreement charter or similar organizational document, as same may be further amended or supplemented, if such amendment, modification, termination or failure to comply would adversely affect its ability to perform its obligations hereunder, under the Note or any other Loan Document; (e) Own any subsidiary or make any investment in any Person without the consent of Lender; (f) Commingle its assets with the assets of any of its partnersshareholders, affiliates, principals or of any other Person; (g) Incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Loan and trade payables incurred in the ordinary course of business and other than that certain Equipment purchase money financing described in Section 5.2(f) above, provided same are paid when due; (h) Fail to maintain its records, books of account and bank accounts separate and apart from those of its partnersshareholders, principals and affiliates, the affiliates of any of its partnersshareholders, principals and any other Person; (i) Enter into any contract or agreement with any of its partnersshareholders, principals or affiliates, or the affiliates of any of its partnersshareholders, principals, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties; (j) Seek its dissolution or winding up in whole, or in part; (k) Maintain its assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its partnersshareholders, principals and affiliates, the affiliates of any of its partnersshareholders, principals or any other Person; (l) Hold itself out to be responsible for the debts of another person; (m) Make any loans or advances (except to the extent a loan or advance may be considered an "Account") to any third party, including any of its partnersshareholders, principals or affiliates, or the affiliates of any of its partners shareholders or principals; (n) Fail to file its own tax returns, except as to the extent such tax returns are consolidated into those tax returns filed by or on behalf of Guarantor; (o) Agree to, enter into or consummate any transaction which would render it unable to confirm that (i) it is not an "employee benefit plan" as defined in Section 3(32) of ERISA, which is subject to Title I of ERISA, or a "governmental plan" within the meaning of Section 3(32) of ERISA; (B) it is not subject to state statutes regulating investments and fiduciary obligations with respect to governmental plans; and (iii) less than twenty-five percent (25%) of each of its outstanding class of equity interests are held by "benefit plan investors" within the meaning of 29 C.F.R. ss. 2510.3-101(f)(2); (p) Fail either to hold itself out to the public as a legal person separate and distinct from any other person or to conduct its business solely in its own name in order not (A) to mislead others as to the identity with which such other party is transacting business, or (B) to suggest that it is responsible for the debts of any third party (including any of its partnersshareholders, principals or affiliates, or any general partner, principal or affiliate thereof); or; (q) Fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; or (r) Cause or permit the board of directors to take any action which, under the terms of any certificate of incorporation, bylaws or any voting trust agreement with respect to any common stock, requires a vote of the board of directors unless at the time of such action there shall be at least one member of the board of directors who is an Independent Director (as defined in Section 4.3 (b) hereof).

Maintain Single Purpose Entity. (a) Engage in any business or activity other than the ownership, operation and maintenance of the Mortgaged Property, construction of the CCRC, and activities incidental thereto; (b) Acquire or own any material assets other than (i) the Mortgaged Property, and (ii) such incidental machinery, equipment, fixtures and other personal property as may be necessary for the operation of the Mortgaged Property; (c) Merge into or consolidate with any person Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case Lender's consent; (d) Fail to preserve its existence as a limited liability company, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, or without the prior written consent of Lender, amend, modify, terminate or fail to comply with the provisions of its operating partnership agreement or similar organizational document, as same may be further amended or supplemented, if such amendment, modification, termination or failure to comply would adversely affect its status as a Single Purpose Entity or its ability to perform its obligations hereunder, under the Note or any other Loan Document; (e) Own any subsidiary or make any investment in any Person without the consent of Lender; (f) Commingle its funds or assets with the assets of of, or pledge its assets with or for, any of its partners, affiliates, principals or of any other Person; (g) Incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Loan and trade payables incurred in the ordinary course of business and other than that certain Equipment purchase money financing described in Section 5.2(f6.2(f) above, provided same are paid when due; (h) Fail to maintain its records, books of account and bank accounts separate and apart from those of its partners, principals and affiliates, the affiliates of any of its partners, principals and any other Person; (i) Enter into any contract or agreement with any of its partners, principals or affiliates, or the affiliates of any of its partners, principals, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties; (j) Seek its dissolution or winding up in whole, or in part; (k) Maintain its assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its partners, principals and affiliates, the affiliates of any of its partners, principals or any other Person; (l) Hold itself out to be responsible for the debts of another personPerson or pay another Person’s liabilities out of its own funds; (m) Make any loans or advances (except to the extent a loan or advance may be considered an "“Account"”) to any third party, including any of its partners, principals or affiliates, or the affiliates of any of its partners or principals; (n) Fail to file its own tax returns, except as to the extent such tax returns are consolidated into those tax returns filed by or on behalf of Guarantor; (o) Agree to, enter into or consummate any transaction which would render it unable to confirm that (i) it is not an "employee benefit plan" as defined in Section 3(323(3) of ERISA, which is subject to Title I of ERISA, or a "governmental plan" within the meaning of Section 3(32) of ERISA; (Bii) it is not subject to state statutes regulating investments and fiduciary obligations with respect to governmental plans; and (iii) less than twenty-five percent (25%) of each of its outstanding class of equity interests are held by "benefit plan investors" within the meaning of 29 C.F.R. ss. § 2510.3-101(f)(2); (p) Fail either to hold itself out to the public as a legal person Person separate and distinct from any other person Person or to conduct its business solely in its own name in order not (A) to mislead others as to the identity with which such other party is transacting business, or (B) to suggest that it is responsible for the debts of any third party (including any of its partners, principals or affiliates, or any general partner, principal or affiliate thereof); or (q) Fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations. Notwithstanding anything herein to the contrary, Borrower may, from time to time, (i) make lawful distributions in accordance with this Agreement and applicable law, or (ii) obtain lawful capital contributions in accordance with applicable law from its Affiliates to the extent necessary to satisfy its obligations as they become due; provided, however, that all such transactions are accurately reflected in the books and records of Borrower and each of its applicable Affiliates.