Special Purpose Provisions Clause Samples
Special Purpose Provisions are contractual clauses designed to address unique or specific circumstances that are not covered by standard contract terms. These provisions may apply to particular regulatory requirements, industry-specific practices, or bespoke arrangements between the parties, such as data protection obligations in a technology contract or environmental compliance in a construction agreement. Their core function is to ensure that the contract adequately addresses specialized needs or risks, thereby providing clarity and legal certainty for situations that fall outside the scope of general provisions.
Special Purpose Provisions. (a) Notwithstanding anything to the contrary set forth herein, the Company and the Members hereby agree that at all times:
(i) The Company shall not own any asset or property other than (A) the membership interests in each of the Operating Companies and (B) incidental personal property necessary for the ownership of such interests. The Company shall not allow the Operating Company to own any asset or property other than (x) the Property and (y) incidental personal property (including intangible personal property) necessary for the ownership or operation of the Property.
(ii) The Company shall not allow the Operating Company to engage in any business other than as stated in Section 2 of each of the Operating Companies LLC Agreement. The Company will not engage in any business other than as stated in Section 1.4.
(iii) The Company will maintain, and the Company shall cause the Operating Company to maintain, an arms-length relationship with their Affiliates, constituent parties and any other Persons furnishing services to them, and the Company will not enter, nor shall the Company allow the Operating Company to enter, into any contract or agreement or engage in any material transaction (as transferor or transferee) with any Affiliate of each of the Operating Companies or the Company or any constituent party of each of the Operating Companies or the Company, except for fair value and upon terms and conditions that are intrinsically fair, commercially reasonable and substantially similar to those that would be available on an arms-length basis with third parties other than any such party. The Company will not engage, nor shall the Company allow the Operating Company to engage, in any transaction with any Affiliate of the Company, the Operating Company, any constituent party of the Company, any guarantors of the obligations of the Company or the Operating Company or any Affiliate of any constituent party, owner or guarantor (individually, a “Related Party” and collectively the “Related Parties”) involving any intent to hinder, delay or defraud any Person.
(iv) The Company will be, and the Company shall cause the Operating Company to be, and at all times hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate or any constituent party thereof) except that the Operating Company shall be treated as a disregarded entity for federal, and to the extent applicable, state and local income tax purposes only. Th...
Special Purpose Provisions. Notwithstanding any other provision of this Agreement and notwithstanding any provision of law that otherwise so empowers the Company, the Members shall not, and neither shall the Company, for so long as the Loan is outstanding, amend, alter, change or repeal the following Articles or Sections: Section 2.1, Section 2.2, Article III, Section 4.4, Article VI, Article VIII, Article IX, Article X, Article XI, Article XIV, Section 15.1, Section 15.3; Section 15.4, Section 15.7, Section 15.11, and Article I (to the extent that the terms defined in Article I are used in any of the foregoing Sections or Articles) of this Agreement (the “Special Purpose Provisions”), or any other provision of this Agreement in a manner that is inconsistent with any of the Special Purpose Provisions, unless the Lender consents in writing and the Rating Agency Condition is satisfied. Subject to this Article XIV, the Members reserve the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Article XI. In the event of any conflict between any of the Special Purpose Provisions and any other provisions of this Agreement, the Special Purpose Provisions shall control.
Special Purpose Provisions. Borrower shall comply with the “Special Purpose Provisions” included in its Organization Documents (as defined therein).
Special Purpose Provisions. Lessor shall perform and comply with each of the terms and conditions set forth in Schedule 23.2 (the “Special-Purpose Covenants”).
Special Purpose Provisions. On and after the Closing Date, Borrower shall comply with the “Special Purpose Provisions” included in its Organization Documents (as defined therein).
Special Purpose Provisions. Notwithstanding anything in this Agreement or in any other document governing the formation, management or operation of the Company to the contrary and for so long as the WP Member or its Affiliates holds Preferred Units, the Members shall cause the Company to comply with the following requirements, and the Company shall:
(a) maintain its own separate books and records and bank accounts;
(b) at all times hold itself out to the public as a legal entity separate from the Members and any other Person;
(c) file its own tax returns, if any, as may be required under applicable law, to the extent (i) not part of a consolidated group filing a consolidated return or returns or (ii) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law;
(d) not commingle its assets with assets of any other Person;
(e) conduct its business in its own name and comply with all organizational formalities to maintain its separate existence;
(f) maintain separate financial statements;
(g) pay its own liabilities only out of its own funds; provided, however, that the foregoing shall not require the Members to make any additional capital contributions to the Company;
(h) not hold out its credit or assets as being available to satisfy the obligations of others;
(i) allocate fairly and reasonably any overhead for shared office space;
(j) use separate stationery, invoices and checks; and
(k) correct any known misunderstanding regarding its separate identity.
Special Purpose Provisions. Notwithstanding any other provision of this Agreement, the following provisions of this Section 18.1 (collectively, the “Special Purpose Provisions”) shall apply for so long as any Project Debt Obligations are outstanding:
(a) The Company shall:
(i) maintain its books and records separately from any other Person;
(ii) maintain its bank accounts separately from any other Person, except as required or permitted by the Project Debt Financing Documents;
(iii) not commingle its assets with those of any other Person and shall hold all of its assets in its own name;
(iv) conduct its business in its own name;
(v) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and shall not have its assets listed on the financial statements of any other Person;
(vi) file its tax returns separately from those of any other Person, unless otherwise required by law;
(vii) pay its own liabilities and expenses only out of its own funds;
(viii) observe all limited liability company and other organizational formalities;
(ix) employ or deal with its Members or any Affiliate of any Member, to the extent it chooses to employ or deal with such Person at all, only on a fair and arms’-length basis and shall not enter into any transaction with its Members or any Affiliate of any of its Members other than on an arms’ length basis, reflecting terms and conditions no less favorable to the Members than those negotiated between unrelated parties, except those contemplated by this Agreement, the Equityholders Agreement and the Contribution Agreement;
(x) not enter into or be a party to any transaction with its Members or Affiliates thereof, or, where relevant, such Member’s or Affiliate’s members, officers, directors, shareholders, or Affiliates, as the case may be, except on terms and conditions which are fair and are no less favorable to it than would generally be obtained in a comparable arms’-length transaction with an unrelated third party;
(xi) pay the salaries of its own employees only from its own funds;
(xii) maintain a sufficient number of employees in light of its contemplated business operations;
(xiii) not assume, guarantee or become obligated for the debts of any other Person;
(xiv) not hold out its credit as being available to satisfy the obligations of any other Person;
(xv) not acquire the obligations of, or securities issued by, its Members or any Affiliate of its Members, except as specifically contemplated...
Special Purpose Provisions. Definition and Constituent Documents:
Special Purpose Provisions. Notwithstanding any other provision of this Agreement and notwithstanding any provision of law that otherwise so empowers the Partnership, the General Partner and the Limited Partners shall not, and neither shall the Partnership, for so long as the Loan is outstanding, amend, alter, change or repeal the following Articles or Sections: Section 2.1, Section 2.2, Article III, Section 4.4, Article VI, Article VIII, Article IX, Article X, Article XI, Article XIV, Section 15.1, Section 15.3; Section 15.4, Section 15.7, Section 15.11, and Article I (to the extent that the terms defined in Article I are used in any of the foregoing Sections or Articles) of this Agreement (the “Special Purpose Provisions”), or any other provision of this Agreement in a manner that is inconsistent with any of the Special Purpose Provisions, unless the Lender consents in writing and the Rating Agency Condition is satisfied. Subject to this Article XIV, the General Partner and the Limited Partners reserve the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Article XI. In the event of any conflict between any of the Special Purpose Provisions and any other provisions of this Agreement, the Special Purpose Provisions shall control. For so long as the Loan is outstanding, Lender is and shall be an intended third-party beneficiary to the provisions of this Article XIV and any and all other “special purpose” provisions of this Agreement.
Special Purpose Provisions