Entity Requirements Clause Samples

The Entity Requirements clause sets out the specific legal, organizational, or operational criteria that a party must meet to participate in an agreement or transaction. Typically, this clause may require a party to be a duly organized corporation, maintain good standing in its jurisdiction, or possess certain licenses or authorizations. By clearly defining these prerequisites, the clause ensures that all parties involved are properly constituted and authorized, thereby reducing the risk of invalid agreements or non-compliance with applicable laws.
POPULAR SAMPLE Copied 1 times
Entity Requirements. The Trust and the Borrower Affiliates (other than Homes) shall maintain and preserve their existence and all rights and franchises material to their respective businesses and shall be, at all times, validly existing and in good standing in the state of their formation. Borrower shall not at any time be a foreign trust or foreign estate, as those terms are defined in the Nonforeign Status Statutes. Neither Borrower nor any of the Principal Parties shall amend or modify any of their respective Formation Documents without Lender’s prior written consent. Promptly after Lender’s written request from time to time, but not more frequently than once in any calendar year, Borrower shall deliver to Lender evidence reasonably satisfactory to Lender that Borrower and the Borrower Affiliates (other than Homes) are in compliance with the provisions of this Section 6.7.
View SourceView Similar (2)
Entity Requirements. The Trust and the Borrower Affiliates (other than Homes) shall maintain and preserve their existence and all rights and franchises material to their respective businesses and shall be, at all times, validly existing and in good standing in the state of their formation. Borrower shall not at any time be a foreign trust or foreign estate, as those terms are defined in the Nonforeign Status Statutes. Without limiting the provisions of Section 1.10 of the Security Instrument, neither Borrower nor any of the Principal Parties shall amend or modify any of their respective Formation Documents without Lender’s prior written consent, which shall not be unreasonably withheld unless such amendment or modification relates to a Transfer (in which event Lender’s consent may be withheld in Lender’s good faith sole discretion). Promptly after Lender’s written request from time to time, but not more frequently than once in any calendar year, Borrower shall deliver to Lender evidence reasonably satisfactory to Lender that Borrower and the Borrower Affiliates (other than Homes) are in compliance with the provisions of this Section 6.7.
View SourceView Similar (2)
Entity Requirements. As a corporation, limited liability company, or general, limited, or limited liability partnership (each, an “Entity”), you agree and represent that: (1) You have the authority to execute, deliver, and perform your obligations under this Agreement and all related agreements and are duly organized or formed and validly existing in good standing under the laws of the state of your incorporation or formation; (2) Your organizational documents, operating agreement, or partnership agreement, as applicable, will recite that this Agreement restricts the issuance and transfer of certain ownership interests in you, and all certificates and other documents representing ownership interests in you will bear a legend (the wording of which we may prescribe) referring to this Agreement’s restrictions; (3) Exhibit A to this Agreement completely and accurately identifies all of your owners and their interests in you as of the Effective Date; (4) Each owner whose interest in you (alone or with related persons) equals or exceeds twenty percent (20%) of your total ownership, and any owner who actually has management control of the operation of your FACILITY (defined in Subsection D below) regardless of the size of his or her ownership interest (all such owners are called “Principal Owners” and individually a “Principal Owner”), must execute a Guaranty and Assumption of Obligations, in the form attached to this Agreement, undertaking personally to be bound, jointly and severally, by all provisions in this Agreement and any ancillary agreements between you and us. In addition, each owner who is not a Principal Owner must execute a Non-Monetary Guaranty and Assumption of Obligations, in the form attached to this Agreement, undertaking personally to be bound, jointly and severally, by specified non-monetary provisions in this Agreement. Subject to our rights and your obligations under Section 12, you and your owners agree to sign and deliver to us revised Exhibits A to reflect any permitted changes in the information that Exhibit A now contains; (5) Throughout this Agreement’s term, one person must be designated as your “Operator,” responsible overall for supervising and overseeing development and operation of the FACILITY and to whom we may give, and from whom we may receive, direction. Your Operator need not have an ownership interest in you but also may be a Principal Owner or a non-Principal Owner. The Operator as of the Effective Date is identified in Exhibit A. If your Oper...
View SourceView Similar (2)
Entity Requirements. BSV ▇▇▇▇▇▇▇▇ Land shall not:
View Source
Entity Requirements. Borrower (a) has not engaged, does not engage and is not authorized to engage in any business unrelated to the Project, (b) has not had and does not have assets other than those related to its interest in the Project, (c) has not had and does not have any Indebtedness other than the Permitted Indebtedness, (d) has its own books and records separate and apart from any other Person, (e) holds itself out as being, and conducts all business as, a legal entity, separate and apart from any other Person, with separate stationery, invoices and checks, (f) has not guarantied the debts or obligations of any other Person, and (g) has not commingled its assets or funds with those of any other Person. Borrower's EXHIBIT 4.13 Formation Documents provide that any dissolution and winding up or insolvency filing for Borrower requires the unanimous consent of all partners, directors or members, as applicable.
View Source
Entity Requirements. Notwithstanding Section V.A. 2. Entity Requirements a.ii., the Contractor shall furnish the Department a valid and current PHP license for the Region 3, Region 4 and Region 5 Contracts no later than January 31, 2020.
View Source

Related to Entity Requirements

  • City Requirements Design, construction, materials, sizing, other specifications, permitting, inspections, testing, documentation and furnishing of as-built drawings, and acceptance of completed infrastructure shall be in accordance with City Requirements. Design and construction shall be by professionals licensed in the state of North Carolina to do the relevant work. City approval of the design of the Improvements shall be required prior to construction, as set forth in City Requirements. If Developer is connecting to the County sewer system, the City may require Developer to furnish the contract providing for such connection.

  • Eligibility Requirements The Trustee hereunder shall at all times (i) be a corporation or association having its principal office in a state and city acceptable to the Seller, organized and doing business under the laws of such state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, or shall be a member of a bank holding system, the aggregate combined capital and surplus of which is at least $50,000,000, provided that its separate capital and surplus shall at all times be at least the amount specified in Section 310(a)(2) of the Trust Indenture Act of 1939, (ii) be subject to supervision or examination by federal or state authority and (iii) have a credit rating or be otherwise acceptable to the Rating Agencies such that neither of the Rating Agencies would reduce their respective then current ratings of the Certificates (or have provided such security from time to time as is sufficient to avoid such reduction) as evidenced in writing by each Rating Agency. If such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.08.

  • Accessibility Requirements Under Tex. Gov’t Code Chapter 2054, Subchapter M, and implementing rules of the Texas Department of Information Resources, the System Agency must procure Products and services that comply with the Accessibility Standards when those Products are available in the commercial marketplace or when those Products are developed in response to a procurement solicitation. Accordingly, Grantee must provide electronic and information resources and associated Product documentation and technical support that comply with the Accessibility Standards.

  • 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.

  • Facility Requirements 1. Maintain wheelchair accessibility to program activities according to governing law, including the Americans With Disabilities Act (ADA), as applicable. 2. Provide service site(s) that will promote attainment of Contractor’s program objectives. Arrange the physical environment to support those activities. 3. Decrease program costs when possible by procuring items at no cost from County surplus stores and by accepting delivery of such items by County.