Borrower Group Members definition
Examples of Borrower Group Members in a sentence
All insurance required to be obtained by the Borrower Group Members pursuant to Section 5.08 has been obtained and is in full force and effect, and all premiums then due and payable on all such insurance have been paid.
The Borrower will, upon request of the Administrative Agent or any Lender, furnish to Administrative Agent information presented in reasonable detail as to the insurance maintained by the Borrower Group Members.
The Borrower shall promptly furnish to Administrative Agent copies of all Material Agreements of the Borrower Group Members entered into after the Closing Date.
Borrower will, and will cause the other Borrower Group Members to, take all such action as is necessary to keep the operations of Borrower and its Subsidiaries separate and apart from those of Guarantor and General Partner including, without limitation, ensuring that all customary formalities regarding corporate existence, including holding regular board of directors’ meetings and maintenance of corporate records, are followed.
The Borrower will, and will cause the other Borrower Group Members to, conduct all transactions with any of their respective Affiliates upon fair and reasonable terms that are substantially as favorable to the Borrower Group Members as it would obtain in a comparable arm’s-length transaction with a Person not an Affiliate of the Borrower Group Members.
Other than as listed in Item 6.7 of the Disclosure Schedule, there is no pending or, to the knowledge of the Borrower, threatened litigation, action, proceeding or controversy affecting the Borrower Group Members, or any of their respective Properties, businesses, assets or revenues which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
In the event there are revisions to GAAP that would affect the computation of financial covenants, ratios, or other requirements set forth in the Loan Documents, Borrower agrees to negotiate in good faith to amend such affected provisions to provide substantially the same financial covenants, ratios, or other requirements of the Borrower Group Members as in effect prior to such change to GAAP.
Each of the Borrower Group Members are corporations duly incorporated or partnerships duly formed, and validly existing under the laws of their respective jurisdictions of incorporation or formation, as applicable.
Borrower will not, and will not permit the other Borrower Group Members to, engage in any significant business or activities in any industries or business segments, other than the business and activities conducted by Borrower, or the other Borrower Group Members (taken as a whole) on the Closing Date (i.e., the acquisition, ownership and “triple-net” leasing of real property and interests therein), other businesses and activities related or incidental thereto or reasonable extensions thereof.
Unless prohibited by applicable law or court order, each Lender and the Administrative Agent shall notify the Borrower of any request by any Governmental Authority (other than any request in connection with an examination of the financial condition of such Lender) for disclosure of Confidential Information prior to such disclosure; provided further, that in no event shall the Administrative Agent or any Lender be obligated to return any materials furnished by the Borrower Group Members.