Special Purpose Requirements Sample Clauses
The Special Purpose Requirements clause defines specific obligations or standards that apply uniquely to a particular project, transaction, or situation, beyond general contractual terms. This clause outlines tailored requirements that may address unique technical specifications, regulatory compliance, or operational procedures necessary for the contract’s subject matter. By clearly delineating these special requirements, the clause ensures that both parties understand and agree to any additional or exceptional conditions, thereby reducing ambiguity and helping to prevent disputes related to unique project needs.
Special Purpose Requirements. Except as otherwise permitted by this Agreement, the Borrower shall not (i) guarantee any obligation of any Person, including any Affiliate; (ii) engage, directly or indirectly, in any business, other than the actions to be performed under the Transaction Documents or with respect to the Loan Assets or, in each case, as may be necessary or appropriate in connection therewith; (iii) incur, create or assume any Indebtedness, other than Indebtedness incurred under the Transaction Documents; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Borrower may invest in those Loan Assets and other investments permitted under the Transaction Documents; (v) become insolvent or fail to pay its debts and liabilities from its assets when due; (vi) create, form or otherwise acquire any Subsidiaries or (vii) release, sell, transfer, convey or assign any Loan Asset unless in accordance with the Transaction Documents.
Special Purpose Requirements. (a) Lessee shall not do any of the following, without the unanimous approval of Lessee's two (2) Independent Directors and all other directors of Lessee:
(1) file or consent to the filing of any bankruptcy, insolvency or reorganization petition, case or proceeding, or institute any proceedings under any applicable insolvency law or otherwise seek relief under any laws relating to the relief from debts or the protection of debtors generally;
(2) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for Lessee or Lessor or a substantial portion of any Facility;
(3) make any assignment for the benefit of the creditors of Lessee or Lessor; or
(4) take any action in furtherance of the foregoing subparagraphs (i) through (iii).
Special Purpose Requirements. Any amendment or amendment and restatement of any of the Borrower’s organizational documents on or prior to the Amendment and Restatement Effective Date has been accomplished in accordance with, and was permitted by, the relevant provisions of each such organizational document (as the same existed prior to such amendment or amendment and restatement). Other than the Reorganization Transactions, the Borrower has not at any time prior to the Amendment and Restatement Effective Date, does not and shall not:
(i) engage in any business or activity other than entering into and performing its obligations under the Transaction Documents and the Administration Agreement and other activities contemplated by the Transaction Documents and the Administration Agreement, the purchase, receipt and management of Collateral in accordance with the Transaction Documents, the transfer and pledge of Collateral under the Transaction Documents, the sale and disposition of Collateral and such other activities as are incidental thereto;
(ii) acquire or own any assets other than (A) the Collateral, (B) Permitted Investments, (C) equity interests in the SPVs and (D) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents;
(iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, or (other than in accordance with Section 2.15) transfer or otherwise dispose of all or substantially all of its assets, without in each case first obtaining the consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation;
(iv) (A) fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, (B) without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld), amend, modify, terminate or fail to comply with the provisions of the Borrower LLC Agreement other than amendments or modifications required in connection with any Permitted Exchange Transactions, or (C) fail to observe limited liability company formalities;
(v) own any Subsidiary (other than the SPVs) without the consent of the Administrative Agent;
(vi) make any Future Funding Investment in any Person unless each of the following conditions is satisfied or waived by the Administrative Agent pursu...
Special Purpose Requirements. (a) Operating Lessee shall not do any of the following, without the unanimous approval of Operating Lessee's Independent Directors, if any, and all other directors of Operating Lessee:
(i) file or consent to the filing of any bankruptcy, insolvency or reorganization petition, case or proceeding, or institute any proceedings under any applicable insolvency law or otherwise seek relief under any laws relating to the relief from debts or the protection of debtors generally;
(ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for Operating Lessee or Operating Lessor or a substantial portion of any Facility;
(iii) make any assignment for the benefit of the creditors of Operating Lessee or Operating Lessor; or
(iv) take any action in furtherance of the foregoing subparagraphs (i) through (iii).
Special Purpose Requirements. Each of the Borrower, Holdings and each Subsidiary Owner is and will continue to be a Special Purpose Entity through the termination of this Agreement.