Single Purpose Entity Requirements. Until the Indebtedness is paid in full, each Borrower and any SPE Equity Owner will remain a “Single Purpose Entity,” which means at all times since its formation and thereafter it will satisfy each of the following conditions:
Single Purpose Entity Requirements. Until the Indebtedness is paid in full, each Borrower and any SPE Equity Owner will remain a “Single Purpose Entity,” which means a corporation, limited partnership, or limited liability company which, at all times since its formation and thereafter will satisfy each of the following conditions:
(i) It will not engage in any business or activity, other than the ownership, operation and maintenance of the Mortgaged Property and activities incidental thereto.
(ii) It will not acquire, own, hold, lease, operate, manage, maintain, develop or improve any assets other than the Mortgaged Property and such Personalty as may be necessary for the operation of the Mortgaged Property and will conduct and operate its business as presently conducted and operated.
(iii) It will preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its formation or organization and will do all things necessary to observe organizational formalities.
(iv) It will not merge or consolidate with any other Person.
(v) It will not take any action to dissolve, wind-up, terminate or liquidate in whole or in part; to sell, transfer or otherwise dispose of all or substantially all of its assets; to change its legal structure; transfer or permit the direct or indirect transfer of any partnership, membership or other equity interests, as applicable, other than Transfers permitted under this Loan Agreement; issue additional partnership, membership or other equity interests, as applicable, or seek to accomplish any of the foregoing.
(vi) It will not, without the prior unanimous written consent of all of Borrower’s partners, members, or shareholders, as applicable, and, if applicable, the prior unanimous written consent of 100% of the members of the board of directors or of the board of Managers of Borrower or the SPE Equity Owner, take any of the following actions:
(A) File any insolvency, or reorganization case or proceeding, to institute proceedings to have Borrower or any SPE Equity Owner be adjudicated bankrupt or insolvent.
(B) Institute proceedings under any applicable insolvency law.
(C) Seek any relief under any law relating to relief from debts or the protection of debtors.
(D) Consent to the filing or institution of bankruptcy or insolvency proceedings against Borrower or any SPE Equity Owner.
(E) File a petition seeking, or consent to, reorganization or relief with respect to Borrower or any SPE Equity O...
Single Purpose Entity Requirements. For purposes of this Section 6.13, the terms “Borrower,” “itself” and “it” will each refer to each of the Co-Owner Borrowers on an individual basis.
Single Purpose Entity Requirements. Until the Indebtedness is paid in full, each Borrower and any SPE Equity Owner will remain a “Single Purpose Entity,” which means at all times since its formation and thereafter it will satisfy each of the following conditions:
(i) It will not engage in any business or activity, other than the ownership, operation and maintenance of the Mortgaged Property and activities incidental thereto.
(ii) It will not acquire, own, hold, lease, operate, manage, maintain, develop or improve any assets other than the Mortgaged Property and such Personalty as may be necessary for the operation of the Mortgaged Property and will conduct and operate its business as presently conducted and operated.
(iii) Reserved.
Single Purpose Entity Requirements. Notwithstanding anything to the contrary in this Agreement, or in any other document governing the formation of the Company, for so long as the Loan remains outstanding, the following provisions shall control and this Article will govern and supersede all other provisions of the Agreement.
Single Purpose Entity Requirements. Borrower hereby represents, warrants and covenants as follows:
Single Purpose Entity Requirements. Borrower shall comply with the following requirements and cause its organizational documents to include the following provisions, as required by Lender: (a) Borrower shall not engage in any business or activity other than the acquisition, ownership, operation, maintenance, development and improvement of the Site and activities incidental thereto; (b) Borrower shall not acquire or own any material asset other than the Site and such incidental equipment and other personal property as may be necessary for the operation of the Site; (c) Borrower shall not commingle its assets with the assets of any of its Affiliates or of any other Person or transfer any assets, including pursuant to any statutory division, to any such Person other than transfers and distributions on account of equity interests in the Borrower permitted pursuant to the Loan Documents; (d) Borrower shall not allow any Person to pay its debts and liabilities (except Guarantor) or fail to pay its debts and liabilities solely from its own assets; (e) Borrower shall not fail to maintain its records, books of account and bank accounts separate and apart from those of its Affiliates and any other Person; (f) Borrower shall not fail to correct any known misunderstandings regarding the separate identity of Borrower;
Single Purpose Entity Requirements. Notwithstanding any other provision contained in this Agreement, the Partners shall comply with the following single purpose entity requirements (“Single Purpose Entity Requirements”) in order to maintain the Partnership’s status as a separate entity and to avoid any confusion or potential consolidation with any Affiliate.
Single Purpose Entity Requirements. The Borrower hereby represents, warrants and covenants, as of the date hereof and until such time as the Obligations are paid in full and this Agreement has terminated, as follows:
Single Purpose Entity Requirements. The following single purpose entity requirements shall be effective for so long as the Acquisition Loan from Lender to the Partnership, which Acquisition Loan is, or will be secured by a first lien on the Property, is outstanding and shall be controlling over any conflicting provision of this Agreement. Any capitalized term in this Section 14.14 not otherwise defined in this Agreement shall have the meaning set forth in that certain Multifamily Loan and Security Agreement (the “Loan Agreement”) entered into by and between the Partnership and Lender evidencing the Acquisition Loan. Any conflicting defined term between this Agreement and the Loan Agreement shall have the meaning as set forth in the Loan Agreement.
