Common use of Management Company Covenants Clause in Contracts

Management Company Covenants. (a) The Company shall cause the Management Company to be solely responsible for all asset management activities of the Company, its Subsidiaries and any of their affiliates. The Company shall not permit its Subsidiaries or any of their affiliates (either presently existing or subsequently formed entities), other than the Management Company, to conduct such asset management activities unless (i) otherwise required by law or regulation and (ii) such management activities are conducted by one or more Subsidiaries of Deerfield & Company LLC, a Delaware limited liability company, which Subsidiaries shall be subject to all provisions contained herein with respect to the Management Company. (b) The Company shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, without the prior written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Preferred Securities, (a) sell, transfer, pledge or issue, in one or more transactions, any direct or indirect beneficial ownership interests in the Management Company which results in (i) any Person, whether directly or indirectly, other than the Company (and any Subsidiaries wholly owned, directly or indirectly, by the Company) owning any equity interests in the Management Company or any rights to distributions from the Management Company or (ii) any Person other than the Company having responsibility for the management of the Management Company and the administration of the day-to-day business and affairs of the Management Company or (b) sell, transfer, pledge or assign any material asset of the Management Company; provided, however, that the existing liens under the documents relating to the Seller Notes shall not constitute a breach of this Section 10.9(b). (c) The Company shall not permit the Management Company to incur Debt in excess of $85,000,000 (“Maximum Indebtedness”) without the prior written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Preferred Securities; provided, however, that any non-recourse debt incurred in connection with the Management Company’s investment in new assets managed or operated by the Management Company and secured by such investment and/or the fees received for managing and/or operating such new asset shall not be included in the determination of Maximum Indebtedness.

Management Company Covenants. (a) The 6.1 Subject to the provisions of clause 8.3, the Management Company covenants with the Landlord and the Tenant to observe and perform on behalf of the Landlord the obligations on the Landlord set out clause 10 and in paragraph 2, paragraph 3 and paragraph 4 of Schedule 6. These provisions shall cause apply to the Management Company to be solely responsible for all asset management activities the same extent as they apply to the Landlord, and the Management Company may, in carrying out its obligations under these provisions, exercise on behalf of the CompanyLandlord the rights granted to the Landlord under these provisions. For the avoidance of doubt, its Subsidiaries and any of their affiliates. The Company the Landlord's liability to the Tenant under these provisions shall not permit its Subsidiaries or any of their affiliates (either presently existing or subsequently formed entities), other than be affected by the Management Company, to conduct such asset management activities unless 's covenant contained in this clause 6.1. 6.2 The Management Company shall if requested by the Tenant in accordance with paragraph 6 of Schedule 6 enforce covenants against other apartment tenants provided that the Tenant has: (ia) otherwise required by law or regulation and (ii) such management activities are conducted by one or more Subsidiaries of Deerfield & Company LLC, a Delaware limited liability company, which Subsidiaries shall be subject to all provisions contained herein with respect provided the indemnity to the Management Company.Company referred to in paragraph 6(a) of Schedule 6; (b) The the security referred to in paragraph 6(b) of Schedule 6; and (c) has confirmed that he shall join in any action or proceedings if so requested by the Management Company. PROVIDED ALWAYS THAT the Management Company shall notprovide the Landlord with such assistance as it shall require in connection with complying with its obligations under paragraph 6 of Schedule 6. 6.3 The Management Company shall indemnify the Landlord against all claims, liabilities, costs, expenses (including any solicitors', surveyors' or other professionals' costs and expenses, and shall not permit any of their Subsidiaries toVAT on them, directly or indirectlyassessed on a full indemnity basis), without damages and losses (including any diminution in the prior written consent value of the Holders Landlord’s interest in the Building, or the Estate and loss of not less than a majority in aggregate principal amount amenity of the outstanding Preferred SecuritiesBuilding, or the Estate) arising out of or in connection with: (a) sell, transfer, pledge or issue, in one or more transactions, any direct or indirect beneficial ownership interests in the Management Company which results in (i) breach of any Person, whether directly or indirectly, other than the Company (and any Subsidiaries wholly owned, directly or indirectly, by the Company) owning any equity interests in the Management Company or any rights to distributions from the Management Company or (ii) any Person other than the Company having responsibility for the management of the Management Company and the administration of the day-to-day business and affairs Company's Covenants; or (b) any act or omission of the Management Company or (b) sellits workers, transfercontractors or agents or any other person at the Property or the Building, pledge or assign the Estate with the express or implied authority of any material asset of them. 6.4 The Management Company shall admit the Tenant as a member of the Management Company; provided, however, that the existing liens under the documents relating to the Seller Notes shall not constitute a breach Company in accordance with its articles of this Section 10.9(b)association. (c) The Company shall not permit the Management Company to incur Debt in excess of $85,000,000 (“Maximum Indebtedness”) without the prior written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Preferred Securities; provided, however, that any non-recourse debt incurred in connection with the Management Company’s investment in new assets managed or operated by the Management Company and secured by such investment and/or the fees received for managing and/or operating such new asset shall not be included in the determination of Maximum Indebtedness.