Single Asset Entity Clause Samples
The Single Asset Entity clause defines an entity whose activities and assets are limited to owning and operating a single, specified asset, such as a particular property or project. In practice, this means the entity is prohibited from acquiring additional assets, engaging in unrelated business activities, or incurring liabilities not directly related to the designated asset. This structure isolates financial risk and simplifies management by ensuring that obligations and liabilities are confined to the single asset, thereby protecting other assets from exposure and providing clarity to lenders and investors.
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Single Asset Entity. A bankruptcy remote, single purpose entity which is a Subsidiary of the Borrower and which is not a Subsidiary Guarantor which owns real property and related assets which are security for Indebtedness of such entity, and which Indebtedness does not constitute Indebtedness of any other Person except as provided in the definition of Non-Recourse Indebtedness (except for Non-Recourse Exclusions).
Single Asset Entity. Borrower and any other entity required by Lender to be a Special Purpose Entity pursuant to the provisions of this PARAGRAPH 17 or otherwise (a "REQUIRED SPE") shall not hold or acquire, directly or indirectly, any ownership interest (legal or equitable) in any real or personal property other than the Property, or become a shareholder of or a member or partner in any entity which acquires any property other than the Property, until such time as the Indebtedness has been fully repaid and all Obligations are satisfied. Borrower's and any Required SPE's articles of incorporation, partnership agreement or operating agreement, as applicable, (w) as to Borrower, limit its purpose to the acquisition, ownership, operation and disposition of the Property, and as to any Required SPE, limit its purpose to acting as the general partner of the limited partnership that owns the Property, or a member of the limited liability company that owns the Property, or the general partner of any Required SPE which is a limited partnership, or a member of any Required SPE which is a limited liability company, (x) prohibit other activities, mergers, consolidations and asset sales while the Loan is outstanding until such time as the Indebtedness has been fully repaid, (y) contain separateness covenants satisfactory to Lender, and (z) provide that such provisions shall not be amended without the prior written consent of Lender. Borrower covenants that:
(a) Borrower is organized solely for the purpose of acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the Property, entering into the Loan Documents with the Lender, refinancing the Property in connection with a permitted repayment of the Loan, and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing; and any Required SPE is organized solely for the purpose of acting as a general partner of the limited partnership that owns the Property, or a member of the limited liability company that owns the Property, or the general partner of any Required SPE which is a limited partnership, or a member of any Required SPE which is a limited liability company;
(b) Borrower is not engaged and will not engage in any business unrelated to the acquisition, development, ownership, management or operation of the Property, and any Required SPE is not engaged and will not engage in any business unrelated to (1) acting as general partner of the limited par...
Single Asset Entity. 15.1 Except as may be provided to the contrary in the Cross-Collateralization Agreements, the Partnership shall at all times conduct its business and operations in accordance with the following provisions so as to maintain itself as a single purpose entity:
15.1.1 The Partnership will not assume liability for the debts of any other person, and the Partnership will not hold itself out as being liable for the debts of any other person;
15.1.2 None of the liabilities of the Partnership shall be paid from the funds of the Partners or any other person without the Partners being obligated for such liabilities;
15.1.3 The Partnership shall not guarantee the debt or the performance of any obligation of any of its Partners or any other person;
15.1.4 The Partnership will not pledge any of its assets for the benefit of any of its Partners or any other person, and no person shall pledge its assets for the benefit of the Partnership;
Single Asset Entity. 15.1. Except as may be provided to the contrary in the Cross- Collateralization Agreements, the Company shall at all times conduct its business and operations in accordance with the following provisions so as to maintain itself as a single purpose entity:
11 11 15.1.1. The Company will not assume liability for debts of any other person, and the Company will not hold itself out as being liable for the debts of any other person;
Single Asset Entity. A bankruptcy remote, single purpose entity which is a Subsidiary of the Borrower and which is not a Subsidiary Guarantor which owns real property and related assets which are security for Indebtedness of such entity, and which Indebtedness does not constitute Indebtedness of any other Person except as provided in the definition of Non-Recourse Indebtedness (except for Non-Recourse Exclusions). S&P. Standard & Poor’s Ratings Group. Stabilized Property. A completed project on which all improvements related to the development of such Real Estate have been substantially completed (excluding tenant/licensee improvements) for twelve (12) months, or which the Net Rentable Area of such Real Estate is at least eighty-five percent (85.0%) leased pursuant to leases approved, or not requiring approval, pursuant to §7.13. Additionally, Borrower may elect to designate a project as a Stabilized Property as provided for in the definition of Development Property. Once a project becomes a Stabilized Property under this Agreement, it shall remain a Stabilized Property. State. A state of the United States of America and the District of Columbia. State Regulator. See §7.10.
Single Asset Entity. 15.1. Except as may be provided to the contrary in the Cross-Collateralization Agreements, the Company shall at all timed conduct its business and operations in accordance with the following provisions so as to maintain itself as a single purpose entity:
15.1.1. The Company will not assume liability for debts of any other person, and the Company will not hold itself out as being liable for the debts of any other person;
15.1.2. None of the liabilities of the Company shall be paid from the funds of the Members or any other person without the Members being obligated for such liabilities;
15.1.3. The Company shall not guarantee the debt or performance of any obligation of any of its Members or any other person;
Single Asset Entity. Trustor does not own and will not own any other ------------------- asset or property other than (i) the Property, and (ii) incidental personal property necessary for the ownership and operation of the Property.
Single Asset Entity. During the term of the Loans, Borrower shall not (i) acquire any real or personal property other than the Property and personal property related to the operation and maintenance of the Property; (ii) operate any business other than the management and operation of the Property; (iii) maintain its assets in a way difficult to segregate and identify; (iv) create, assume, incur or become liable for debt, obligations, or performance of obligations for the benefit of any other entity, except for liabilities incurred in the normal operation of the Property or unsecured loans by Borrower’s equity owners to Borrower (provided that no debt incurred by the operation of the Property may be secured by the Property or any other property of Borrower); or (v) amend Borrower’s organizational documents without Administrative Agent’s prior written consent, other than non-material amendments thereto. In order to maintain its status as a separate entity and to avoid any confusion or potential consolidation with any affiliate, Borrower covenants that it will observe the following covenants (collectively, the “Separateness Provisions”): (i) maintain books and records and bank accounts separate from those of any other Person; (ii) maintain its assets in such a manner that it is not difficult to segregate or identify such assets; (iii) comply with all organizational formalities necessary to maintain its separate existence; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person except that Borrower's assets may be included in a consolidated financial statement of its affiliate so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of Borrower from such affiliate; (vi) prepare and file its own tax returns separate from those of any Person to the extent required by applicable law, and pay any taxes required to be paid by applicable law; (vii) allocate and charge fairly and reasonably any common employee or overhead shared with affiliates; (viii) except for capital contributions, capital distributions or other transactions permitted under the terms and conditions of its organizational documents, not enter into any transaction with any affiliate, except upon terms and con...
Single Asset Entity. 15.1. Except as may be provided to the contrary in the Cross-Collateralization Agreements, the Company shall at all timed conduct its business and operations in accordance with the following provisions so as to maintain itself as a single purpose entity.
15.1.1. The Company will not assume liability for debts of any other person, and the Company will not hold itself out as being liable for the debts of any other person;
15.1.2. None of the liabilities of the Company shall be paid from the funds of the Members or any other person without the Members being obligated for such liabilities;
15.1.3. The Company shall not guarantee the debt or performance of any obligation of any of its Members or any other person;
15.1.4. The Company will not pledge any of its assets for the benefit of any of its Members or any other person, and no person shall pledge its assets for the benefit of the Company;
15.1.5. The Company shall conduct its affairs strictly in accordance with this Agreement, and shall observe all necessary, appropriate, and customary limited liability company formalities, including, but not limited to, maintaining accurate and separate books, records and account (including, but not limited to, transaction accounts with any affiliate of the Company);
15.1.6. The books, records, and accounts of the Company will at all times be maintained in a manner permitting the assets and liabilities of
Single Asset Entity. 31 18. BORROWER AND LIEN NOT RELEASED.......................................