Single Purpose Entity Provisions. The business and purposes of each Borrower is and will continue to be limited to the following:
(i) to acquire, own, hold, lease, operate, manage, maintain, develop and/or improve the applicable Real Property;
(ii) to enter into and perform its obligations under the Financing Agreements;
(iii) to sell, transfer, service, convey, dispose of, pledge, assign, borrow money against, finance or otherwise deal with the Real Property to the extent permitted hereunder and under the Financing Agreements;
(iv) to lease the applicable Real Property to the applicable Operating Company; and
(v) to engage in any lawful act or activity and to exercise any powers permitted to entities of its type pursuant to the laws of its state of organization that are related or incidental to and necessary, convenient or advisable for the accomplishment of the above mentioned purposes. Each Borrower agrees and covenants that it shall:
(i) not own any asset or property other than (A) a fee interest in the applicable Real Property, and (B) incidental personal property necessary for the ownership or operation of such Real Property;
(ii) remain solvent and pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets, to the extent of its assets, as the same shall become due;
(iii) do or cause to be done all things necessary or desirable to observe organizational formalities of such Borrower and preserve its existence; and
(iv) to the extent of cash flow available from operations, maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.
Single Purpose Entity Provisions. It is a requirement that the borrower be a bankruptcy remote, special purpose entity. A bankruptcy remote, special purpose entity is an entity which is unlikely to become insolvent as a result of its own activities and which is adequately insulated from the consequences of any other party’s insolvency. Set forth below is language to be included in the organizational documents of corporations, limited partnerships and limited liability companies to evidence such entities’ existence as bankruptcy remote, special purpose entities.
Single Purpose Entity Provisions. Each Borrower's sole business purpose shall be to own, finance and operate a Property and to take such other actions as are ancillary thereto. Each Borrower (i) shall conduct business only in its own name and under any trade name for the Improvements, (ii) shall not engage in any business or have any assets unrelated to its Property, (iii) shall not have any indebtedness other than as permitted by this Agreement or except as permitted in writing by Agent, (iv) shall have its own separate books, records, and accounts (with no commingling of assets), (v) shall hold itself out as being an entity separate and apart from any other person or entity, (vi) shall observe limited liability company formalities independent of any other entity, and (vii) shall not change its name, identity, or organizational structure, unless Borrower shall have obtained the prior written consent of Agent to such change, and shall have taken all actions necessary or requested by Agent to file or amend any financing statement or continuation statement to assure perfection and continuation of perfection of security interests under the Loan Documents.
Single Purpose Entity Provisions. (a) The business and purposes of Borrower is and will continue to be limited to the following: (i) to acquire, own, hold, lease, operate, manage, maintain, develop and/or improve the Real Property; (ii) to enter into and perform its obligations under this Agreement and the other Financing Agreements; (iii) to sell, transfer, service, convey, dispose of, pledge, assign, borrow money against, finance or otherwise deal with the Real Property to the extent permitted under this Agreement and the other Financing Agreements; and (iv) to engage in any lawful act or activity and to exercise any powers permitted to entities of its type pursuant to the laws of its state of organization that are related or incidental to and necessary, convenient or advisable for the accomplishment of the above mentioned purposes.
(b) Borrower shall do all of the following: (i) maintain its intention to remain Solvent and pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets, to the extent of its assets, as the same shall become due; (ii) do or cause to be done all things necessary to observe organizational formalities of Borrower and preserve its existence; and (iii) to the extent of cash flow available from operations, intend to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.
Single Purpose Entity Provisions. (a) The business and purposes of Borrower is and will continue to be limited to the following: (i) except for Diversicare Holding and Diversicare Kansas, to acquire, own, hold, lease, operate, manage, maintain, develop and/or improve the Property; (ii) to enter into and perform its obligations under this Agreement and the other Financing DM3\2429630.8 Agreements; (iii) except for Diversicare Holding and Diversicare Kansas, to sell, transfer, service, convey, dispose of, pledge, assign, borrow money against, finance or otherwise deal with the Property to the extent permitted under this Agreement and the other Financing Agreements; (iv) except for Diversicare Holding and Diversicare Kansas, to lease the Property to the Affiliated Revolving Borrowers; and (v) to engage in any lawful act or activity and to exercise any powers permitted to entities of its type pursuant to the laws of its state of organization that are related or incidental to and necessary, convenient or advisable for the accomplishment of the above mentioned purposes.
(b) Borrower shall do all of the following: (i) maintain its intention to remain Solvent and pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets, to the extent of its assets, as the same shall become due; (ii) do or cause to be done all things necessary to observe organizational formalities of Borrower and preserve its existence; and (iii) to the extent of cash flow available from operations, intend to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.
Single Purpose Entity Provisions. (a) The sole purpose for which each Borrower is organized is to acquire, own, hold, maintain and operate its Facility, together with such other activities as may be necessary or advisable in connection with such limited purpose. No Borrower shall engage in any business unrelated to the foregoing purpose and shall not acquire any real property or own assets other than those in furtherance of the limited purposes of such Borrower.
(b) No Borrower shall have the authority to perform any act in violation of any (i) applicable laws or regulations or (ii) the Loan Documents.
(c) No Borrower shall during the term of the Loan and/or prior to the full and indefeasible repayment of the Loan:
(i) except for Intra-Party Loans or otherwise as permitted by Lender in writing, make any loans to any member of Borrower or any Affiliate of any member;
(ii) dissolve, wind up or liquidate Borrower;
(iii) merge, consolidate or acquire all or substantially all of the assets of any other entity; or
(iv) change the nature of the business of Borrower.
(d) No Borrower shall, and no person or entity on behalf of Borrower shall: (a) institute proceedings to be adjudicated bankrupt or insolvent; (b) consent to the institution of bankruptcy or insolvency proceedings against Borrower; (c) file a petition seeking, or consenting to, reorganization or relief under any applicable federal or state law relating to bankruptcy; (d) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of Borrower or a substantial part of its property; (e) make any assignment for the benefit of creditors; (f) admit in writing Borrower’s inability to pay its debts generally as they become due or declare or effect a moratorium on its debts; or (g) take any action in furtherance of any such action.
(e) Borrowers shall at times observe the applicable legal requirements for the recognition of each Borrower as a legal entity separate from any of its Affiliates, including, without limitation, as follows:
(i) Each Borrower shall hold itself out to the public (including any of its Affiliates’ creditors) under such Borrower’s own name and as a separate and distinct entity and not as a department, division or otherwise of any Affiliate.
(ii) Each Borrower shall observe all customary formalities regarding the existence of Borrower.
(iii) Each Borrower shall hold title to its assets in its own name and act solely in its own name and through its own duly authorized me...
Single Purpose Entity Provisions. The Agent shall have received from Holdings amended articles of incorporation containing the Single Purpose Entity Provisions in substantially the same form as is set forth in Exhibit I hereto.
Single Purpose Entity Provisions. Notwithstanding any other provision of this Agreement, any other organizational documents or any provisions of law that empowers the Company, the following provisions shall be operative and controlling so long as the Loan to the Company is outstanding:
(a) Until the Loan is paid in full, the Company shall remain a Single Purpose Entity.
Single Purpose Entity Provisions. (a) The business and purposes of Borrower is and will continue to be limited to the following: (i) for the Propco Borrower, to acquire, own, hold, lease, maintain, develop and/or improve the Property; (ii) except for the Propco Borrower and Diversicare Property, to operate and manage the Facilities; (iii) to enter into and perform its obligations under this Agreement and the other Financing Agreements and the Affiliate Revolving Loan Financing Agreements; (iv) for the Propco Borrower, to sell, transfer, service, convey, dispose of, pledge, assign, borrow money against, finance or otherwise deal with the Property to the extent permitted under this Agreement and the other Financing Agreements; (v) for the Propco Borrower, to lease the Property to the Operators; and (vi) to engage in any lawful act or activity and to exercise any powers permitted to entities of its type pursuant to Section 6 of the applicable Borrower’s operating agreement or the laws of its state of organization that are related or incidental to and necessary, convenient or advisable for the accomplishment of the above mentioned purposes.
(b) Borrower shall do all of the following: (i) maintain its intention to remain Solvent and pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets, to the extent of its assets, as the same shall become due; (ii) do or cause to be done all things necessary to observe organizational formalities of Borrower and preserve its existence; and (iii) to the extent of cash flow available from operations, intend to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.
Single Purpose Entity Provisions. (a) The sole purpose for which Borrower is organized is to acquire, own, hold, maintain and operate the Property, together with such other activities as may be necessary or advisable in connection with such limited purpose. Borrower shall not engage in any business, and it shall have no purpose, unrelated to the foregoing purpose and shall not acquire any real property or own assets other than those in furtherance of the limited purposes of Borrower.
(b) Borrower shall have no authority to perform any act in violation of any (i) applicable laws or regulations or (ii) the Loan Documents.
(c) Borrower shall not during the term of the Loan and/or prior to the full and indefeasible repayment of the Loan:
(i) except as permitted by Lender in writing, make any loans to any member of Borrower or any Affiliate of any member;
(ii) dissolve, wind up or liquidate Borrower;
(iii) merge, consolidate or acquire all or substantially all of the assets of any other entity; or
(iv) change the nature of the business of Borrower.
(d) Borrower shall not, and no person or entity on behalf of Borrower shall: (a) institute proceedings to be adjudicated bankrupt or insolvent; (b) consent to the institution of bankruptcy or insolvency proceedings against Borrower; (c) file a petition seeking, or consenting to, reorganization or relief under any applicable federal or state law relating to bankruptcy; (d) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of Borrower or a substantial part of its property; (e) make any assignment for the benefit of creditors; (f) admit in writing Borrower’s inability to pay its debts generally as they become due or declare or effect a moratorium on its debts; or (g) take any action in furtherance of any such action.
(e) Borrower shall at times observe the applicable legal requirements for the recognition of Borrower as a legal entity separate from any of its Affiliates, including, without limitation, as follows:
(i) Borrower shall hold itself out to the public (including any of its Affiliates’ creditors) under Borrower’s own name and as a separate and distinct entity and not as a department, division or otherwise of any Affiliate.
(ii) Borrower shall observe all customary formalities regarding the existence of Borrower.
(iii) Borrower shall hold title to its assets in its own name and act solely in its own name and through its own duly authorized members and agents. No Affiliate shall be a...
