Single Asset Entities Sample Clauses

Single Asset Entities. Except as set forth on Schedule 7.1.(cc), each Subsidiary that owns a Borrowing Base Property (i) owns no other assets (including any Equity Interest in any Person) other than such Borrowing Base Property and other assets incidental to such Subsidiary's ownership of the Borrowing Base Property and (ii) is engaged only in the business of owning, operating and developing such one Borrowing Base Property.
Sample 1Sample 2
AutoNDA by SimpleDocs
Single Asset Entities. Except as set forth on Schedule 7.1.(cc), the Borrower shall not permit any Subsidiary that owns a Borrowing Base Property to (a) acquire any assets (including Equity Interests in a Person) other than such Borrowing Base Property and other assets incidental to such Subsidiary's ownership of the Borrowing Base Property, or (b) engage in any other business other than the business of owning, operating and developing the one Borrowing Base Property. The Borrower shall not, and shall not permit any Subsidiary to, sell, transfer, assign or otherwise dispose of any Equity Interest in any Subsidiary that owns a Borrowing Base Property to any Person other than the Borrower or a Wholly Owned Subsidiary of the Borrower.
Sample 1Sample 2
Single Asset Entities. No Borrower: (i) holds, directly or indirectly, any ownership interest (legal or equitable) in any real or personal property other than the interest which it owns in its Property and the Improvements thereon and certain equipment used in the operation of such Improvements; (ii) is a shareholder or partner or member of any other entity; and (iii) conducts any business other than the ownership, management and operation of its Property and the Improvements thereon.
Sample 1
Single Asset Entities. 4.17.1. Borrower: (i) does not hold, directly or indirectly, any ownership interest (legal or equitable) in any real or personal property other than the interest which it owns in the Project, any personal property used in connection therewith, any Leases thereof and any contract rights with respect thereto; (ii) is not a shareholder or partner or member of any other entity; and (iii) does not conduct any business other than the ownership, management and operation of the Property.
Sample 1
Single Asset Entities. 54 Article IX. Information...................................................54
Sample 1
Single Asset Entities. Except as set forth on Schedule 7.1.(s), each Subsidiary that owns a Collateral Property (i) owns no other assets (including any Equity Interest in any Person) other than such Collateral Property and other assets incidental to such Subsidiary's ownership of the Collateral Property and (ii) is engaged only in the business of owning, operating and developing such one Collateral Property.
Sample 1
Single Asset Entities. Except as set forth on Schedule 7.1.(s), the Borrower shall not permit any Subsidiary that owns a Collateral Property to (a) acquire any assets (including Equity Interests in a Person) other than such Collateral Property and other assets incidental to such Subsidiary's ownership of the Collateral Property, or (b) engage in any other business other than the business of owning, operating and developing the one Collateral Property. The Borrower shall not, and shall not permit any Subsidiary to, sell, transfer, assign or otherwise dispose of any Equity Interest in any Subsidiary that owns a Collateral Property to any Person other than the Borrower or a Wholly Owned Subsidiary of the Borrower.
Sample 1
AutoNDA by SimpleDocs
Single Asset Entities. The Parent and Borrower shall not permit any Loan Party that owns a Collateral Property to (a) acquire any assets (including Equity Interests in a Person) other than such Collateral Property and other assets incidental to such Loan Party's ownership of the Collateral Property, or (b) engage in any other business other than the business of owning, operating and developing the one Collateral Property. The Parent and Borrower shall not, and shall not permit any Loan Party to, sell, transfer, assign or otherwise dispose of any Equity Interest in any Loan Party that owns a Collateral Property to any Person other than the Borrower or a Wholly Owned Subsidiary of the Borrower.
Sample 1

Related to Single Asset Entities

  • Single Asset Entity 15.1. Except as may be provided to the contrary in the Cross-Collateralization Agreements, the Company shall at all timed conduct its business and operations in accordance with the following provisions so as to maintain itself as a single purpose entity:

  • Assets Other than Real Property Interests The Company and the Company Subsidiaries have good and valid title to all of their respective properties and assets, in each case free and clear of all Liens, except (i) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course of business relating to obligations that are not delinquent or that are being contested by the Company or a Company Subsidiary and for which the Company or a Company Subsidiary has established adequate reserves, (ii) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty, (iii) Liens that secure debt obligations that are reflected as liabilities on the balance sheet of the Company and its consolidated subsidiaries as of December 31, 2003 contained in the Filed Company SEC Documents and the existence of which is referred to in the notes to such balance sheet, (iv) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and (v) other imperfections of title or encumbrances, if any, that, individually or in the aggregate, do not materially impair, and would not reasonably be expected materially to impair, the continued use and operation of the assets to which they relate in the conduct of the business of the Company and the Company Subsidiaries as presently conducted. This Section 3.14 does not relate to real property or interests in real property, such items being the subject of Section 3.15, or to Intellectual Property, such items being the subject of Section 3.19.

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.

  • Equity Ownership; Subsidiaries All issued and outstanding Capital Securities of each Loan Party are duly authorized and validly issued, fully paid, non-assessable, and (except with respect to the Company) free and clear of all Liens, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Schedule 9.8 sets forth the authorized Capital Securities of each Loan Party as of the Closing Date. All of the issued and outstanding Capital Securities of each Wholly-Owned Subsidiary is, directly or indirectly, owned by the Company and is set forth on Schedule 9.8. Except for certain Dormant Entities, the Company has no Subsidiaries that are not Wholly-Owned Subsidiaries. As of the Closing Date, except as set forth on Schedule 9.8, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities of any Loan Party.

  • Ownership; Subsidiaries All Equity Interests in the Credit Parties are owned as set forth in Schedule 4.6. Borrower has no Subsidiaries other than as set forth in Schedule 4.6. Except as has been disclosed to the Lender in Schedule 4.6, there are no outstanding subscription agreements, membership interest or share purchase agreements, warrants, or options for any Equity Interests in Borrower. Allseas and Phoenix are, directly or indirectly, wholly-owned subsidiaries of Holding Company and Affiliates of Borrower.

  • Consolidated Group Seller (A) has not been a member of an affiliated group within the meaning of Code Section 1504(a) (or any similar group defined under a similar provision of state, local or foreign law) and (B) has no liability for Taxes of any person (other than Seller and its Subsidiaries) under Treas. Reg. sect. 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor by contract or otherwise.

  • Portfolio Companies The Company has duly authorized, executed and delivered any agreements pursuant to which it made the investments described in the Prospectus under the caption “Portfolio Companies” (each a “Portfolio Company Agreement”). To the Company’s knowledge, except as otherwise disclosed in the Prospectus, each Portfolio Company is current, in all material respects, with all its obligations under the applicable Portfolio Company Agreements, no event of default (or a default which with the giving of notice or the passage of time would become an event of default) has occurred under such agreements, except to the extent that any such failure to be current in its obligations and any such default would not reasonably be expected to result in a Material Adverse Change.

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

  • Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

  • Future Subsidiaries If any Grantor hereafter creates or acquires any Subsidiary, simultaneously with the creation or acquisition of such Subsidiary, such Grantor shall (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the Collateral Agent updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on all Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!