SPECIAL COVENANTS; SINGLE PURPOSE ENTITY Sample Clauses

SPECIAL COVENANTS; SINGLE PURPOSE ENTITY. Without the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld or delayed, Borrower shall not (a) enter into, amend in any material respect (provided that Borrower shall provide Administrative Agent a copy of any amendments, whether or not material) or terminate any material agreement providing for the development, management, leasing or operation of the Property (approval of any such other material agreement not to be unreasonably withheld by Administrative Agent); (b) make any amendment to Borrower's partnership agreement or the organizational documents of any member of Borrower or any managing member or general partner, as applicable, of such member, in each case from the form thereof previously provided to Administrative Agent; (c) engage in any transaction with any affiliate of Borrower or Guarantor on other than fair market, arms'-length terms and conditions; (d) engage in any business other than the ownership, development, leasing and operation of the Property; (e) directly or indirectly guaranty the obligations of any other person or entity; (f) incur any additional indebtedness or other material obligation, other than (i) ordinary course obligations (excluding, however, any additional borrowed money) incurred in connection with Borrower's permitted scope of business as referred to above and (ii) liabilities ws4E6.tmp 21 associated with Swap Agreements; (g) suffer or permit any direct or indirect change in the ownership of Borrower; (h) cease to be owned and managed entirely, either directly or indirectly, by CBL & Associates Limited Partnership; and (i) permit the Property to become security for any other loan or other obligation; provided, however, that the consent of Requisite Lenders shall be required with respect to any material amendment or change in ownership referred to in clauses (b), (g), (h) and (i) of this Section 7.12, respectively. For purposes of this Section 7.12, "material agreement" shall mean any agreement which cannot, by its terms, be terminated upon thirty days notice, or which involves annual expenditures (on an actual or projected basis) in excess of $1,000,000.00. Notwithstanding anything in this Agreement to the contrary, and provided no Default has occurred and is continuing, the following transfers shall be permitted without the consent of Requisite Lenders, provided notice of such proposed transfer shall have been provided to Administrative Agent not less than thirty (30) day...
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SPECIAL COVENANTS; SINGLE PURPOSE ENTITY. Each Borrower shall at all times be a Single Purpose Entity.
Sample 1Sample 2Sample 3See All (4)
SPECIAL COVENANTS; SINGLE PURPOSE ENTITY. Borrower shall at all times be a Single Purpose Entity. In order to maintain its status as a Single Purpose Entity and to avoid any confusion or potential consolidation with any affiliate, Borrower represents and warrants that in the conduct of its operations since its organization it has and will continue to observe the following covenants (collectively, the “Separateness Provisions”): (i) maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets; (ii) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (iii) if Borrower’s financial statements are consolidated with its’ affiliate(s), such financial statements shall have appropriate notation that indicates the separateness of Borrower from such affiliate(s); (iv) prepare and file its own tax returns (if applicable) separate from those of any person or entity to the extent required by applicable law, and pay any taxes required to be paid by applicable law; (v) not enter into any transaction with any affiliate, except on an arm’s-length basis on terms which are intrinsically fair and no less favorable than would be available for unaffiliated third parties, and pursuant to written, enforceable agreements; (vi) correct any known misunderstanding as to its separate identity; (vii) not permit any affiliate to guarantee or pay its obligations (other than guarantees, indemnities and other obligations pursuant to the Loan Documents, including, without limitation, Section 9.13(vii) below); (viii) not make loans or advances to any other person or entity; and (ix) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; provided, however, that the foregoing shall not require any equity owner to make additional capital contributions to Borrower.
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SPECIAL COVENANTS; SINGLE PURPOSE ENTITY. Borrower hereby represents, warrants and covenants with regard to Borrower, as follows:
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SPECIAL COVENANTS; SINGLE PURPOSE ENTITY. Without the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld or delayed, (a) Owner shall not enter into, amend in any material respect (provided that Borrower shall provide Administrative Agent a copy of any amendments, whether or not material) or terminate any material agreement providing for the development, management, leasing or operation of the Property (approval of any such other material agreement not to be unreasonably withheld by Administrative Agent); (b) neither Borrower nor Owner shall make any amendment to Borrower’s and/or Owner’s organizational documents or any managing member or general partner, as applicable, thereof, in each case from the form thereof previously provided to Administrative Agent other than as necessary to authorize the issuance of additional limited partnership units in Borrower or shares of stock in Guarantor; (c) neither Borrower nor Owner shall engage in any transaction with any Affiliate of Borrower, Owner or Guarantor on other than fair market terms and conditions; (d) Owner shall not engage in any business other than the ownership, development, leasing and operation of the Real Estate Assets owned by such Person; (e) Owner shall not incur any additional indebtedness or other material obligation, other than ordinary course obligations (excluding, however, any additional borrowed money) incurred in connection with Owner’s permitted scope of business as referred to above; or (f) neither Borrower nor Owner shall suffer or permit any direct or indirect change in the ownership of Owner; provided, however, that the consent of Requisite Lenders shall be required with respect to any material amendment or change in ownership referred to in clauses (b) and (f) of this Section 8.11, respectively. For purposes of this Section 8.11, “material agreement” shall mean any agreement which cannot, by its terms, be terminated upon thirty days notice, or which involves annual expenditures (on an actual or projected basis) in excess of $100,000.00.
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SPECIAL COVENANTS; SINGLE PURPOSE ENTITY. Each of Borrower and Operating Lessee hereby represents, warrants and covenants with regard to Borrower and Operating Lessee, respectively, as follows:
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SPECIAL COVENANTS; SINGLE PURPOSE ENTITY. Without the prior written consent of Administrative Agent or (in the case of clause (c)) the Requisite Lenders, which consents shall not be unreasonably withheld, conditioned or delayed, Borrower shall not (a) make or permit any amendment to Borrower’s or Operating Lessee’s operating agreement or other organizational documents; (b) engage in, or permit Operating Lessee to engage in, any transaction with any affiliate of Borrower, Operating Lessee or Guarantor on other than fair market, arms’-length terms and conditions; (c) engage in, or permit Operating Lessee to engage in, any business other than the ownership, leasing and operation of the Properties; (d) directly or indirectly guaranty, or permit Operating Lessee to guaranty, the obligations of any Person other than Borrower and Operating Lessee; or (e) incur, or permit Operating Lessee to incur, any additional indebtedness or other material obligation, other than ordinary course obligations (excluding, however, any additional borrowed money other than unsecured loans from Guarantor that are fully subordinated to the Loan pursuant to a written agreement satisfactory to Administrative Agent) incurred in connection with Borrower’s (or Operating Lessee’s) permitted scope of business as referred to above; provided, however, that the consent of Requisite Lenders shall be required with respect to any material amendment referred to in clause (a) of this Section 7.17.
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SPECIAL COVENANTS; SINGLE PURPOSE ENTITY. Borrower shall at all times be a Single Purpose Entity.
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Related to SPECIAL COVENANTS; SINGLE PURPOSE ENTITY

  • Special Covenants If any Company shall fail or omit to perform and observe Section 5.7, 5.8, 5.9, 5.11, 5.12, 5.13 or 5.15 hereof.

  • Specific Financial Covenants During the term of this Agreement, and thereafter for so long as there are any Obligations to Lender, Borrower covenants that, unless otherwise consented to by Lender in writing, it shall:

  • Financial Covenants (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereof. (b) The Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Association; (ii) furnish to the Association, as soon as available, but in any case not later than six months after the end of each such year, a certified copy of the report of such audit by said auditors, of such scope and in such detail as the Association shall have reasonably requested; and (iii) furnish to the Association such other information concerning said records, accounts and the audit thereof as the Association shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the Credit Account were made on the basis of statements of expenditure, the Borrower shall: (i) maintain or cause to be maintained, in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Association has received the audit report for the fiscal year in which the last withdrawal from the Credit Account or payment out of the Special Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the Association’s representatives to examine such records; and (iv) ensure that such records and accounts are included in the annual audit referred to in paragraph (b) of this Section and that the report of such audit contains a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals.

  • Certain Financial Covenants In addition to the covenants described in Section 5.1 and Section 5.2, so long as any Commitment remains in effect, any Advance is outstanding or any amount is owing to any Lender hereunder or under any other Loan Document, the Borrower will perform and comply with each of the covenants set forth on Schedule VI.

  • Financial Covenants Required Actual Complies Maintain as indicated:

  • Financial Covenant Required Actual Complies Maintain as indicated:

  • Financial Covenant So long as any Loan shall remain unpaid, any Letter of Credit shall remain outstanding or any Lender shall have any Commitment hereunder, the Borrower will maintain a ratio of Consolidated Debt to Consolidated Capital of not greater than 0.65 to 1.00 as of the last day of each fiscal quarter.

  • BORROWER'S NEGATIVE COVENANTS Borrower covenants and agrees that, so long as any of the Commitments hereunder shall remain in effect and until payment in full of all of the Loans and other Obligations and the cancellation or expiration of all Letters of Credit, unless Requisite Lenders shall otherwise give prior written consent, Borrower shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 7.

  • Financial Covenants of Borrower In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern. Dated: ____________________

  • Compliance with Financial Covenants Schedule A attached hereto sets forth financial data and computations evidencing the Borrower’s compliance with certain covenants of the Agreement, all of which data and computations are true, complete and correct.

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