Single Asset Entity Sample Clauses
Single Asset Entity. A bankruptcy remote, single purpose entity which is a Subsidiary of the Borrower and which is not a Subsidiary Guarantor which owns real property and related assets which are security for Indebtedness of such entity, and which Indebtedness does not constitute Indebtedness of any other Person except as provided in the definition of Non-Recourse Indebtedness (except for Non-Recourse Exclusions).
Single Asset Entity. Grantor shall not hold or acquire, directly or indirectly, any ownership interest (legal or equitable) in any real or personal property other than the Property, or become a shareholder of or a member or partner in any entity which acquires any property other than the Property, until such time as the Indebtedness has been fully repaid and all Obligations are satisfied. Grantor’s articles of incorporation, partnership agreement or operating agreement, as applicable, shall limit its purpose to the acquisition, operation and disposition of the Property, and such purposes shall not be amended without the prior written consent of Beneficiary. Grantor covenants:
(a) That Grantor does not own and will not own any asset or property other than (i) the Property, and (ii) incidental personal property necessary for the ownership or operation of the Property.
(b) That Grantor will not engage in any business other than the ownership, management and operation of the Property and Grantor will conduct and operate its business as presently conducted and operated.
(c) That Grantor will not enter into any contract or agreement with any Principal or any party which is directly or indirectly controlling, controlled by or under common control with Grantor or Principal (an “Affiliate”), 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 other than any Principal or Affiliate.
(d) That Grantor has not incurred and will not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (i) the Indebtedness, and (ii) trade and operational debt incurred in the ordinary course of business with trade creditors and in amounts as are normal and reasonable under the circumstances. No indebtedness other than the Indebtedness may be secured (subordinate or pari passu) by the Property.
(e) That Grantor has not made and will not make any loans or advances to any third party, nor to Principal, any Affiliate or any constituent party of Grantor.
(f) That Grantor is solvent and Grantor will pay its debts from its assets as the same shall become due.
(g) That Grantor has done or caused to be done and will do all things necessary, to preserve its existence, and Grantor will not, nor will Grantor permit Principal to amend, modify or otherwise change the partnership certificate, partnership agreement, articles of in...
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:
15.1.1. The Company will not assume liability for debts of any other person, and the Company will not hold itself out as being liable for the debts of any other person;
15.1.2. None of the liabilities of the Company shall be paid from the funds of the Members or any other person without the Members being obligated for such liabilities;
15.1.3. The Company shall not guarantee the debt or performance of any obligation of any of its Members or any other person;
Single Asset Entity. 15.1. Except as may be provided to the contrary in the Cross-Collateral- ization Agreements, the Company shall at all time conduct its business and operations in accordance with the following provisions so as to maintain itself as a single purpose entity:
11 12 15.1.1. The Company will not assume liability for debts of any other person, and the Company will not hold itself out as being liable for the debts of any other person;
Single Asset Entity. Borrower and any other entity required by Lender to be a Special Purpose Entity pursuant to the provisions of this PARAGRAPH 17 or otherwise (a "REQUIRED SPE") shall not hold or acquire, directly or indirectly, any ownership interest (legal or equitable) in any real or personal property other than the Property, or become a shareholder of or a member or partner in any entity which acquires any property other than the Property, until such time as the Indebtedness has been fully repaid and all Obligations are satisfied. Borrower's and any Required SPE's articles of incorporation, partnership agreement or operating agreement, as applicable, (w) as to Borrower, limit its purpose to the acquisition, ownership, operation and disposition of the Property, and as to any Required SPE, limit its purpose to acting as the general partner of the limited partnership that owns the Property, or a member of the limited liability company that owns the Property, or the general partner of any Required SPE which is a limited partnership, or a member of any Required SPE which is a limited liability company, (x) prohibit other activities, mergers, consolidations and asset sales while the Loan is outstanding until such time as the Indebtedness has been fully repaid, (y) contain separateness covenants satisfactory to Lender, and (z) provide that such provisions shall not be amended without the prior written consent of Lender. Borrower covenants that:
(a) Borrower is organized solely for the purpose of acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the Property, entering into the Loan Documents with the Lender, refinancing the Property in connection with a permitted repayment of the Loan, and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing; and any Required SPE is organized solely for the purpose of acting as a general partner of the limited partnership that owns the Property, or a member of the limited liability company that owns the Property, or the general partner of any Required SPE which is a limited partnership, or a member of any Required SPE which is a limited liability company;
(b) Borrower is not engaged and will not engage in any business unrelated to the acquisition, development, ownership, management or operation of the Property, and any Required SPE is not engaged and will not engage in any business unrelated to (1) acting as general partner of the limited par...
Single Asset Entity. 15.1. Except as may be provided to the contrary in the Cross-Collateralization Agreements, the Company shall at all time conduct its business and operations in accordance with the following provisions so as to maintain itself as a single purpose entity:
15.1.1. The Company will not assume liability for debts of any other person, and the Company will not hold itself out as being liable for the debts of any other person;
15.1.2. None of the liabilities of the Company shall be paid from the funds of the Members or any other person without the Members being obligated for such liabilities;
15.1.3. The Company shall not guarantee the debt or performance of any obligation of any of its Members or any other person;
15.1.4. The Company will not pledge any of its assets for the benefit of any of its Members or any other person, and no person shall pledge its assets for the benefit of the Company;
15.1.5. The Company shall conduct its affairs strictly in accordance with this Agreement, and shall observe all necessary, appropriate, and customary limited liability company formalities, including, but not limited to, maintaining accurate and separate books, records and account (including, but not limited to, transaction accounts with any affiliate of the Company);
Single Asset Entity. 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 and the proceeds therefrom; (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 Project.
Single Asset Entity. 15.1 Except as may be provided to the contrary in the Cross-Collateralization Agreements, the Partnership shall at all times conduct its business and operations in accordance with the following provisions so as to maintain itself as a single purpose entity:
15.1.1 The Partnership will not assume liability for the debts of any other person, and the Partnership will not hold itself out as being liable for the debts of any other person;
15.1.2 None of the liabilities of the Partnership shall be paid from the funds of the Partners or any other person without the Partners being obligated for such liabilities;
15.1.3 The Partnership shall not guarantee the debt or the performance of any obligation of any of its Partners or any other person;
15.1.4 The Partnership will not pledge any of its assets for the benefit of any of its Partners or any other person, and no person shall pledge its assets for the benefit of the Partnership;
Single Asset Entity. A bankruptcy remote, single purpose entity which is a Subsidiary of the Borrower and which is not a Subsidiary Guarantor which owns real property and related assets which are security for Indebtedness of such entity, and which Indebtedness does not constitute Indebtedness of any other Person except as provided in the definition of Non-Recourse Indebtedness (except for Non-Recourse Exclusions). S&P. Standard & Poor’s Ratings Group. Stabilized Property. A completed project on which all improvements related to the development of such Real Estate have been substantially completed (excluding tenant/licensee improvements) for twelve (12) months, or which the Net Rentable Area of such Real Estate is at least eighty-five percent (85.0%) leased pursuant to leases approved, or not requiring approval, pursuant to §7.13. Additionally, Borrower may elect to designate a project as a Stabilized Property as provided for in the definition of Development Property. Once a project becomes a Stabilized Property under this Agreement, it shall remain a Stabilized Property. State. A state of the United States of America and the District of Columbia. State Regulator. See §7.10.
Single Asset Entity. 22 18. BORROWER AND LIEN NOT RELEASED....................................... 27