Special Purpose Entity Status Sample Clauses

Special Purpose Entity Status. Borrower and Operating Lessee hereby represents, warrants and covenants to Lender, with regard to Borrower or Operating Lessee, as applicable, the following:
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Special Purpose Entity Status. CSSW Parent has not engaged in any business unrelated to the acquisition or ownership of, directly, the Equity Interests in the Borrower. The Borrower has not engaged in any business unrelated to the acquisition and ownership of, directly, the Equity Interests in (i) prior to the Stetson Reorganization, (A) the Stetson Holding Company, (B) New York Wind III and (B) the New Cohocton Holding Company and (ii) on and after the Stetson Reorganization, (A) the Stetson Intermediate Holding Company, (B) New York Wind III and (B) the New Cohocton Holding Company. New York Wind III has not engaged in any business unrelated to the acquisition and ownership of, directly, the Equity Interests in the Steel Winds Holding Company. The Steel Winds Holding Company has not engaged in any business unrelated to the acquisition and ownership of, directly, the Equity Interests in the Steel Winds Project Company, the Cohocton Holding Company and Prattsburgh. The Stetson Intermediate Holding Company has not engaged in any business unrelated to the acquisition and ownership of, directly, the Equity Interests in the Stetson Holding Company. The Stetson Holding Company has not engaged in any business unrelated to the acquisition and ownership of, directly, the Equity Interests in the Stetson I Project Company and the Stetson II Project Company. The New Cohocton Holding Company has not engaged in any business unrelated to the acquisition and ownership of, directly, the Equity Interests in the Cohocton Holding Company. The Cohocton Holding Company has not engaged in any business unrelated to the acquisition and ownership of, directly, the Equity Interests in the Cohocton Project Companies. None of the Borrower’s other Subsidiaries have engaged in any business other than the development, construction, ownership, operation and maintenance of the Projects.
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Special Purpose Entity Status. With respect to CSSW Parent, engage in any business unrelated to the acquisition and ownership, directly, of the Equity Interests in the Borrower and entering into and performing obligations under the Loan Documents. With respect to the Borrower, engage in any business unrelated to the acquisition and ownership, directly, of the Equity Interests in (i) the Stetson Intermediate Holding Company, (ii) New York Wind III and (iii) the New Cohocton Holding Company, and the entry into and performance of obligations under the Loan Documents. With respect to New York Wind III, engage in any business unrelated to the acquisition and ownership, directly, of the Equity Interests in the Steel Winds Holding Company and the entry into and performance of obligations under the Loan Documents. With respect to the Steel Winds Holding Company, engage in any business unrelated to the acquisition and ownership, directly, of the Equity Interests in the Steel Winds Project Company and the entry into and performance of obligations under the Loan Documents. With respect to the Stetson Intermediate Holding Company, engage in any business unrelated to the acquisition and ownership, directly, of the Equity Interests in the Stetson Holding Company and the entry into and performance of obligations under the Loan Documents. With respect to any other Subsidiary of the Borrower, other than a Project Company, engage in any business unrelated to the ownership, operation and maintenance of the Project Companies. With respect to Prattsburgh, engage in any business unrelated to the Unwind of its Properties and business. With respect to any Project Company, engage in any business unrelated to the ownership, operation and maintenance of the Projects.
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Special Purpose Entity Status. IP Holder will take all actions required to maintain its status as a special purpose entity.
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Special Purpose Entity Status. The Issuer will take all actions required to maintain its status as a special purpose entity.
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Special Purpose Entity Status. At all times during the Term, Borrower shall, and shall cause each Foreclosure Subsidiary and the General Partner, to be and to have been, at all times since their respective formation, Single Purpose Entities and shall be and cause each Foreclosure Subsidiary and General Partner to continue to be Single Purpose Entities. As used herein, "SINGLE PURPOSE ENTITY" shall mean a partnership or limited liability company which exists solely for the purpose of owning the Collateral (or, in the case of General Partner, its general partnership interest in Borrower), conducts business only in its own name, does not engage in any business or have any assets unrelated to the Collateral (or, in the case of General Partner, such partnership interest) does not have any Indebtedness other than as permitted by this Agreement (and without limitation does not assume or guarantee or become obligated for the debts of any other Person or hold out its credit to be available to satisfy the obligations of any other Person), has its own separate books, records, and accounts (with no commingling of assets), holds itself out as being separate and apart from any other Person (other than for tax purposes), and observes corporate, limited liability and partnership formalities independent of any other Person. In no event may any of Borrower, any Foreclosure Subsidiary, or General Partner amend its certificate of limited partnership or partnership agreement, or articles of formation or operating agreement, respectively, in any way which would adversely affect Lender or Borrower's, such Foreclosure Subsidiary's or General Partner's continued compliance with this Section 6.16, without Lender's prior written consent in its sole and absolute discretion. Borrower represents and warrants to Lender that it has delivered to Lender true, correct and complete copies of its articles of formation and operating agreement and General Partner's certificate of limited partnership or partnership agreement and true and correct copies of such documents from each of their respective constituent entities, direct or indirect. Without limitation, each of Borrower, each Foreclosure Subsidiary and General Partner has not and shall not: Loan and Security Agreement (Ashford)
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Related to Special Purpose Entity Status

  • Special Purpose Entity The Borrower has not and shall not:

  • Special Purpose Entity Requirements The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital); (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital); (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the Transferor; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) allocate fairly and reasonably any overhead for shared office space; (xiv) use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital); (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

  • Special Purpose Entity/Separateness (a) Until the Debt has been paid in full, Borrower hereby represents, warrants and covenants that the Borrower is, shall be and shall continue to be a Special Purpose Entity. If Borrower consists of more than one Person, each such Person shall be a Special Purpose Entity.

  • Qualifying Special Purpose Entity Notwithstanding any contrary provision of this Agreement, the Trust Fund shall not hold any property or engage in any activity that would disqualify the Trust Fund from being a qualifying special purpose entity under generally accepted accounting principles.

  • 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/Separateness Borrower represents, warrants and covenants as follows:

  • Single-Purpose Entity Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Each Mortgage Loan with a Cut-off Date Balance of $30 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents and the related Mortgage Loan documents (or if the Mortgage Loan has a Cut-off Date Balance equal to $10 million or less, its organizational documents or the related Mortgage Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties and prohibit it from engaging in any business unrelated to such Mortgaged Property or Mortgaged Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Mortgaged Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.

  • Entity Status The Parent and each of the other Credit Parties (i) is a Person duly organized, constituted and validly existing (or the functional equivalent) under the laws of the jurisdiction of its formation, has the capacity to sue and be sued in its own name and the power to own and charge its assets and carry on its business as it is now being conducted and (ii) is duly qualified and is authorized to do business and is in good standing (or the functional equivalent) in each jurisdiction where the ownership, leasing or operation of its property or the conduct of its business requires such qualifications except for failures to be so qualified or authorized or in good standing which, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

  • Special Purpose Funding Vehicles Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPV”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Credit Agreement; provided that (i) nothing herein shall constitute a commitment by any SPV to fund any Loan, and (ii) if an SPV elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 3.14. Each party hereto hereby agrees that (i) neither the grant to any SPV nor the exercise by any SPV of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Credit Agreement (including its obligations under Section 3.4), (ii) no SPV shall be liable for any indemnity or similar payment obligation under this Credit Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Credit Document, remain the lender of record hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPV, it will not institute against, or join any other Person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPV may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (unless waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPV.

  • Special Purposes Vehicles Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) owned or administered by such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make; provided that (i) nothing herein shall constitute a commitment to make any Loan by any SPC, (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall, subject to the terms of this Agreement, make such Loan pursuant to the terms hereof, (iii) the rights of any such SPC shall be derivative of the rights of the Granting Lender, and such SPC shall be subject to all of the restrictions upon the Granting Lender herein contained, and (iv) no SPC shall be entitled to the benefits of Sections 2.12 (or any other increased costs protection provision), 2.13 or 2.14. Each SPC shall be conclusively presumed to have made arrangements with its Granting Lender for the exercise of voting and other rights hereunder in a manner which is acceptable to the SPC, the Administrative Agent, the Lenders and the Borrower, and each of the Administrative Agent, the Lenders and the Obligors shall be entitled to rely upon and deal solely with the Granting Lender with respect to Loans made by or through its SPC. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof, in respect of claims arising out of this Agreement; provided that the Granting Lender for each SPC hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of their inability to institute any such proceeding against its SPC. In addition, notwithstanding anything to the contrary contained in this Section, any SPC may (i) without the prior written consent of the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to its Granting Lender or to any financial institutions providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans (but nothing contained herein shall be construed in derogation of the obligation of the Granting Lender to make Loans hereunder); provided that neither the consent of the SPC or of any such assignee shall be required for amendments or waivers hereunder except for those amendments or waivers for which the consent of participants is required under paragraph (1) below, and (ii) disclose on a confidential basis (in the same manner described in Section 9.13(b)) any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC.

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