Single Purpose. Borrower hereby represents and warrants to, and -------------- covenants with, Lender that as of the date hereof and until such time as the Debt shall be paid in full:
(i) Borrower does not own and will not own any asset or property other than (A) the Properties, and (B) incidental personal property necessary for the ownership or operation of the Properties.
(ii) Borrower will not engage in any business other than the ownership, management and operation of the Properties and Borrower will conduct and operate its business as presently conducted and operated.
(iii) Borrower will not enter into any contract or agreement with any Affiliate of Borrower, any constituent party of Borrower or any Affiliate of any constituent party, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm's-length basis with third parties other than any such party.
(iv) Borrower has not incurred and shall not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) the Debt; (B) unsecured trade payables and other unsecured indebtedness not evidenced by a note, equipment leases and endorsements of checks, incurred by Borrower for or in respect of the operation of the Properties in the ordinary course of operating its business; (C) unsecured indebtedness not evidenced by a note payable or reimbursable to a tenant under a Lease on account of work performed or costs incurred by such tenant in connection with its occupancy of space at an Individual Property pursuant to the Lease, including costs for tenant improvement work; and (D) indebtedness relating solely to the financing of construction of capital improvements, tenant improvements or building equipment or leasing costs payable to third parties or the Manager in accordance with the Property Management Agreement and incurred with respect to one or more of the Individual Properties and costs associated with such indebtedness, either unsecured or secured only by subordinate liens and (i) which in the aggregate does not exceed an amount equal to five percent (5%) of the outstanding principal amount of the Loan at any time, (ii) the proceeds of which are not distributed to Borrower or any direct beneficial owner of an interest in Borrower, but are instead used to fund directly the costs of items described above, other than commissions and fees paid to Manager in accordance with ...
Single Purpose. The Lessee is, and during the entire time that this Lease remains in force and effect shall be, engaged in no business, trade or activity other than the operation of the Leased Property for the Primary Intended Use.
Single Purpose. Borrower hereby represents and warrants to, and covenants with, Lender that as of the date hereof and until such time as the Debt shall be paid in full:
(a) Fee Borrower and Leasehold Borrower do not own and will not own any asset or property other than (i) their respective interests in the Property, and (ii) incidental personal property necessary for the ownership or operation of the Property.
(b) Borrower will not engage in any business other than the ownership, management and operation of the Property and Borrower will conduct and operate its business as presently conducted and operated.
(c) Borrower will not enter into any contract or agreement with any Affiliate of Borrower, any constituent party of Borrower or any Affiliate of any constituent party, 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 such party.
(d) Borrower has not incurred and will not incur any Indebtedness other than (i) the Debt, (ii) unsecured trade payables and operational debt not evidenced by a note and (iii) Indebtedness incurred in the financing of equipment and other personal property used on the Property; provided that any Indebtedness incurred pursuant to subclauses (ii) and (iii) shall be (x) not in excess of Four Million and No/100 Dollars ($4,000,000.00) in the aggregate, (y) paid not more than sixty (60) days from the date incurred as to the matters in subclause (ii) above and not more than sixty (60) days from the date due as to the matters in subclause (iii) above and (z) incurred in the ordinary course of business. No Indebtedness other than the Debt may be secured (subordinate or pari passu) by the Property.
(e) Borrower has not made and will not make any loans or advances to any third party (including any Affiliate or constituent party), and shall not acquire obligations or securities of its Affiliates.
(f) Fee Borrower and Leasehold Borrower are and will remain solvent and Fee Borrower and Leasehold Borrower will pay their respective debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due.
(g) Borrower has done or caused to be done and will do all things necessary to observe organizational formalities and preserve its existence, and Borrower will not, nor will Borrower permit any constituent party to amend, modify or otherwise change the partnership certificat...
Single Purpose. Borrower shall cause to be observed and performed in all material respects each and every term, covenant and provision contained in Borrower's organizational documents and in the Loan Documents relating to Borrower's (and its managing member(s)' or general partner(s)', as applicable) Single-Purpose nature. ARC MEZZ shall at all times observe and perform in all material respects each and every term, covenant and provision contained in its organizational documents and in the Loan Documents relating to its Single-Purpose nature.
Single Purpose. Lessee is, and during the entire time that this Lease remains in force and effect shall be, engaged in no business, trade or activity other than the operation and development of the Leased Property for the Primary Intended Use and such other activities in which Lessee may be permitted to engage by the provisions of Meditrust/Emeritus Transaction Documents. The fiscal year of Lessee, and the Guarantor is the Fiscal Year.
Single Purpose. Borrower does not own any real property or assets other than the Property and does not operate any business other than the management and operation of the Property.
Single Purpose. 34 3.1.25 Tax Filings................................................................ 34 3.1.26 Solvency................................................................... 34 3.1.27 Federal Reserve Regulations................................................ 34 3.1.28
Single Purpose. Tenant shall not have or create any Subsidiaries or hold any equity interest in any other Person. Tenant shall at all times be a Single Purpose entity. Tenant shall not (i) engage in any business activity or operate for any purpose other than as stated in its Limited Liability Company Operating Agreement as in effect on the date hereof; (ii) without the consent of all its members, including the consent of an Independent Member, file a bankruptcy or insolvency petition or otherwise institute bankruptcy proceedings; or (iii) acquire any assets not reasonably related to the business and operation of the Facility.
Single Purpose. The Titling Trustee has not engaged, is not currently engaged, and will not engage during the term of this Agreement in any other activity other than serving as Titling Trustee and in such ancillary activities as are necessary and proper in order to act as Titling Trustee in accordance with this Agreement, any SUBI Supplement or UTI Supplement, and any amendment thereto or any of the other documents relating to a Securitized Financing.
Single Purpose. The Trustee has not engaged, is not currently engaged, and will not engage during the term of this Agreement in any other activity other than serving as Trustee and in such ancillary activities as are necessary and proper in order to act as Trustee in accordance with the Trust Agreement and this Supplement.
