Organizational Covenants Sample Clauses
The Organizational Covenants clause sets out specific promises and obligations that an organization must uphold throughout the duration of an agreement. Typically, these covenants require the organization to maintain its legal existence, comply with applicable laws, and refrain from actions that could jeopardize its ability to fulfill contractual duties. For example, the clause may mandate that the organization not merge with another entity or take on excessive debt without prior consent. The core function of this clause is to ensure the organization remains stable and reliable, thereby protecting the interests of the other party and reducing the risk of default or disruption during the contract term.
Organizational Covenants. Lessee shall not permit or suffer, without the prior written consent of Lessor, which consent shall not be unreasonably withheld, conditioned or delayed, (a) any material amendment or modification of any Facility Lessee’s Organizational Documents or any material amendment or modification of any Organizational Documents of any constituent entity within such Facility Lessee, including, without limitation, any such amendment that changes such Facility Lessee’s status as a Single Purpose Entity or any amendment changing or modifying the governance or structure of, or changing the manager or managing member of, such Facility Lessee; (b) any dissolution or termination of any Facility Lessee’s existence or sale of substantially all of any Facility Lessee’s assets, whether by sale, transfer, merger, consolidation or otherwise; or (c) a change in any Facility Lessee’s state of formation or any Facility Lessee’s name. Lessee has, simultaneously with the execution of this Lease, delivered to Lessor a true and complete copy of each Facility Lessee’s Organizational Documents. Lessee represents and warrants that the Organizational Documents (i) were duly executed and delivered; and (ii) are in full force and effect, binding upon the applicable Facility Lessee, and enforceable in accordance with their terms.
Organizational Covenants. (a) Borrower will not amend or modify in any material manner, or permit the material amendment or modification of any provision of its respective Organizational Documents without providing prior written notice to Lender and without obtaining the prior written consent of Lender.
(b) Except in the case of Permitted Transfers, Borrower will not, cause or permit sales, pledges, encumbrances, conveyances, transfers or assignments of interests in Borrower (whether owned directly or through other entities) without providing proving prior written notice to Lender and without obtaining the prior written consent of Lender.
Organizational Covenants. Lessee shall not permit or suffer, without the prior written consent of Lessor, (a) any material amendment or modification of any Facility Lessee's Organizational Documents that changes such Facility Lessee's status as a Single Purpose Entity or that modifies Lessee's Organizational Documents in a manner materially adverse to Lessor; or (b) subject to the proviso below, that changes or modifies the governance or structure of, or changing the manager or managing member of, such Facility Lessee or that dissolves or terminates any Facility Lessee's existence or that effects a sale of substantially all of any Facility Lessee's assets, whether by sale, transfer, merger, consolidation or otherwise; provided, however, that such amendments in subsection (b) shall be permitted in connection with any Permitted Sale Transaction. Lessee shall provide Lessor with notice contemporaneously upon any change to any Facility Lessee's state of formation or any Facility Lessee's name. Lessee has, simultaneously with the execution of this Lease, delivered to Lessor a true and complete copy of the Organizational Documents of First Choice, ACH Holdco and 32
Organizational Covenants. (a) No Loan Party will amend or modify in any material manner, or permit the material amendment or modification of any provision of the Organizational Documents of any Loan Party without the prior written consent of Lender. Notwithstanding the forgoing, this provision shall not apply to the HMG Guarantor to the extent HMG Guarantor’s stock is listed on the New York Stock Exchange or other nationally recognized stock exchange.
(b) No Loan Party will cause or permit sales, pledges, encumbrances, conveyances, transfers or assignments of interests in such Loan Party (whether owned directly or through other entities) without the prior written consent of Lender; provided, however, the Loan Parties shall be permitted to make the following transfers (each, a “Transfer”):
(i) so long as there is not a change in control of the management and day to day control of the Borrower or the manager of Borrower, the membership interests of Borrower may be transferred among the members of Borrower or the manager of Borrower; provided, however, any one member of the Borrower may not own more than 49% of the Borrower and further provided that Guarantors shall remain members of the Borrower after giving effect to such Transfer; and
(ii) so long as there is not a change of control of the management of each of the Guarantors, the direct and indirect ownership interests in the Guarantors may be transferred without Lender’s consent in connection with the estate planning of such transferor to (1) an Immediate Family Member of such interest holder (or to partnerships or limited liability companies controlled solely by one or more of such family members) or (2) a trust established for the benefit of such Immediate Family Member. “Immediate Family Member” shall mean a sibling, family trust, parent, spouse, child (or step-child), grandchild or other lineal descent of the interest holder; and
Organizational Covenants. The Borrower Parties shall not permit or suffer, without the prior written consent of MPT, (a) any material amendment or modification of any Facility Borrower’s Organizational Documents (as defined below) or any material amendment or modification of any organizational documents of any constituent entity within such Facility Borrower, including, without limitation, any such amendment that changes such Facility Borrower’s status as a Single Purpose Entity or any amendment changing or modifying the governance or structure of, or changing the manager or managing member of, such Facility Borrower; (b) any dissolution or termination of any Facility Borrower’s existence or sale of substantially all of any Facility Borrower’s assets, whether by sale, transfer, merger, consolidation or otherwise; or (c) a change in any Facility Borrower’s state of formation or any Facility Borrower’s name. The Borrower Parties have, simultaneously with the execution of this Agreement, delivered to MPT a true and complete copy of each Facility Borrower’s organizational documents, whether articles of incorporation, bylaws, articles of organization, or certificate of limited partnership, limited partnership agreements, or limited liability company agreements, together with all other documents creating and governing such Facility Borrower (collectively, the “Organizational Documents”). The Borrower Parties represent and warrant that the Organizational Documents (i) were duly executed and delivered, (ii) are in full force and effect, binding upon the applicable Facility Borrower, and enforceable in accordance with their terms, and (iii) constitute the entire understanding among the partners, members or owners of the Equitable Interests of the applicable Facility Borrower. The Borrower Parties further represent and warrant that no breach exists under any of the Organizational Documents and no act has occurred and no condition exists which, with the giving of notice or the passage of time or both, would constitute such a breach under any of the Organizational Documents.
Organizational Covenants. Lessee shall not permit or suffer, without the prior written consent of Lessor, (a) any material amendment or modification of any Facility Lessee's Organizational Documents that changes such Facility Lessee's status as a Single Purpose Entity or 33
Organizational Covenants. Borrower shall not permit or suffer, without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed, (a) any material amendment or modification of any Facility Borrower’s Organizational Documents that modifies, adjusts or otherwise eliminates any of the MPT Required Provisions; (b) any dissolution or termination of any Facility Borrower’s existence or sale of substantially all of any Facility Borrower’s assets, whether by sale, transfer, merger, consolidation or otherwise; or (c) a change in any Facility Borrower’s state of formation or any Facility Borrower’s name. Borrower has, simultaneously with the execution of this Agreement, delivered to Lender a true and complete copy of each Facility Borrower’s Organizational Documents. Borrower represents and warrants that the Organizational Documents (i) were duly executed and delivered; and (ii) are in full force and effect, binding upon the applicable Facility Borrower, and enforceable in accordance with their terms.
Organizational Covenants. (i) Guarantor will not materially amend or modify, or permit the material amendment or modification of, any provision of Guarantor's Organizational Documents without obtaining the prior written consent of Lender. The foregoing shall not apply to HMG/Courtland Guarantor to the extent HMG/Courtland Guarantor’s stock is listed on the New York Stock Exchange or other nationally recognized stock exchange.
(ii) Guarantor will not cause or permit sales, pledges, encumbrances, conveyances, transfers or assignments of interests in Guarantor (whether owned directly or through other entities) without obtaining the prior written consent of Lender; provided, however, the Guarantor shall be permitted to make the following transfers (each, a “Transfer”):
(A) so long as there is not a change of control of the management and day to day control of each of the Guarantors, the direct and indirect ownership interests in the Guarantors may be transferred without Lender consent in connection with the estate planning of such transferor to (1) an Immediate Family Member of such interest holder (or to partnerships or limited liability companies controlled solely by one or more of such family members) or (2) a trust established for the benefit of such immediate family member. “Immediate Family Member” shall mean a sibling, family trust, parent, spouse, child (or step-child), grandchild or other lineal descent of the interest holder; and
Organizational Covenants. Lessee shall not permit or suffer, without the prior written consent of Lessor, which consent shall not be unreasonably withheld, conditioned or delayed, (a) any material amendment or modification of any Facility Lessee’s Organizational Documents that modifies, adjusts or otherwise eliminates any of the MPT Required Provisions; (b) any dissolution or termination of any Facility Lessee’s existence or sale of substantially all of any Facility Lessee’s assets, whether by sale, transfer, merger, consolidation or otherwise; (c) any division, split-up, split-ff, spin-off, or similar transaction of or with respect to any Facility Lessee (including, without limitation, a division or similar transaction pursuant to Section 18-217 of the Delaware Limited Liability Company Act or other similar provision), or the approval of a plan of division for or with respect to any Facility Lessee; or (d) a change in any Facility Lessee’s state of formation or any Facility Lessee’s name. Lessee has, simultaneously with the execution of this Lease, delivered to Lessor a true and complete copy of each Facility Lessee’s Organizational Documents. Lessee represents and warrants that the Organizational Documents (i) were duly executed and delivered; and (ii) are in full force and effect, binding upon the applicable Facility Lessee, and enforceable in accordance with their terms.
Organizational Covenants. (a) Except as expressly permitted under the Organizational Documents, Borrower will not amend or modify in any material manner, or permit the material amendment or modification of any provision of the Organizational Documents of any Loan Party without providing prior written notice to Agent, and without Agent obtaining the prior written consent of Required Lenders.
(b) No Loan Party will dissolve, liquidate or wind up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person.
(c) Except as expressly permitted under the Organizational Documents, no Loan Party will materially change its executive management without the prior written consent of Agent.