Single Purpose Covenants Clause Samples
A Single Purpose Covenants clause restricts a party, typically a company or special purpose entity, to engaging solely in a specific, defined business activity or project. In practice, this means the entity cannot undertake unrelated business ventures, incur obligations outside the agreed scope, or merge with other businesses. This clause is commonly used in project finance or securitization transactions to ensure that the entity’s assets and liabilities remain isolated and dedicated to the intended purpose, thereby protecting investors and lenders from risks associated with unrelated activities.
Single Purpose Covenants. (a) The Guarantor has not owned, and does not own and will not own any assets other than (i) its direct ownership interest in the Issuer and Related Property, (ii) in connection with the addition of an Additional Asset Entity pursuant to the Indenture, the ownership interests in such Additional Asset Entity pending the contribution thereof to the Issuer or an Asset Entity and (iii) assets to be immediately contributed by the Guarantor to the Issuer or an Asset Entity.
(b) The Guarantor has not engaged in and will not engage in any business, directly or indirectly, other than the ownership and management of the Issuer Parties.
(c) The Guarantor has not entered into, and will not enter into, any contract or agreement with any Related Party except in the ordinary course of business and upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with third parties other than a Related Party (it being understood that the Management Agreement and the other Transaction Documents shall be deemed to comply with this covenant).
(d) The Guarantor has not made any loans or advances to any Person (other than to the Issuer Parties) that remain outstanding as of the Initial Closing Date and will not make any loan or advance to any Person (including any of its Affiliates) other than to the Issuer Parties or as expressly permitted by the Transaction Documents, and has not acquired and will not acquire obligations or securities of any Related Party.
(e) The Guarantor reasonably expects to remain solvent and pay its own liabilities, indebtedness, and obligations of any kind from its own separate assets as the same shall become due and reasonably expects to maintain adequate capital for its obligations in light of its contemplated business operations; provided, however, that the foregoing shall not require the Guarantor to make additional capital contributions or provide other financial support to any other Issuer Party.
(f) The Guarantor has done or caused to be done and will do all things necessary to preserve its existence, and will not amend, modify or otherwise change its limited liability company agreement or other organizational documents in any manner with respect to the matters set forth in this Section 5.11.
(g) The Guarantor has continuously maintained, and shall continuously maintain, its existence and qualification to do business in all states necessary to carry on its business.
(h) The...
Single Purpose Covenants. The Lessee shall, at all times during the Term, (a) be formed and organized solely for the purpose of owning the Lessee Interest and using, possessing, leasing, operating and otherwise dealing with the LMM Airport Facility (and carrying out any activities permitted pursuant to this Agreement (and any activities reasonably incidental thereto, including the financing thereof and of the Transaction)), (b) not engage in any business unrelated to clause (a) above, (c) not have any assets other than those related to its activities in accordance with clauses (a) and (b) above, (d) maintain its own separate books and records and its own accounts, in each case that are separate and apart from the books and records and accounts of any other Person; provided, however, that the Lessee’s assets may be included in a consolidated financial statement of a direct or indirect shareholder or other owner of a beneficial interest of the Lessee if inclusion on such consolidated financial statement is required to comply with the requirement of generally accepted accounting principles of the relevant jurisdiction, but only if (i) such consolidated financial statement shall be appropriately footnoted to the effect that the Lessee’s assets are owned by the Lessee and that they are being included on the consolidated financial statement of such shareholder or other owner of a beneficial interest only to comply with the requirements of generally accepted accounting principles of the relevant jurisdiction and (ii) such assets shall be listed on the Lessee’s own separate balance sheet,
Single Purpose Covenants. The Concessionaire shall, at all times during the Term, (i) be formed and organized solely for the purpose of owning the Concessionaire Interest and using, possessing, operating and collecting Metered Parking Revenues with respect to and otherwise dealing with the Metered Parking System (and carrying out the Metered Parking Services and other activities permitted pursuant to this Agreement (and any activities reasonably incidental thereto)), (ii) not engage in any business unrelated to clause (i) above, (iii) not have any assets other than those related to its activities in accordance with clauses (i) and (ii) above,
Single Purpose Covenants. (a) Each Borrower shall at all times be a Single Purpose Entity. For the purpose of this Agreement a “Single Purpose Entity” means a Person which shall at all times: (i) exist solely for the purpose of, and not engage in any business or activity other than, the owning, operating, financing, leasing and otherwise dealing with the Project and activities incidental thereto; (ii) not acquire or own any assets other than the Project and such incidental personal property as may be necessary for the ownership and operation thereof; (iii) not incur any indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation) other than as expressly permitted by this Agreement; (iv) maintain its books and records separate from any other Person; (v) maintain its bank accounts separate from any other Person; (vi) conduct business in its own name; (vii) hold all of its assets in its own name and not commingle its assets with those of any other Person; (viii) maintain its financial statements, accounting records and other entity documents separate from any other Person; provided, however, that the assets of any Borrower may be included in a consolidated financial statement of its Affiliate (such assets shall also be listed on Borrower’s
Single Purpose Covenants. The Lessee shall, at all times during the Term, (a) be formed and organized solely for the purpose of owning the Lessee Interest and using, possessing, leasing, operating and otherwise dealing with the LMM Airport Facility (and carrying out any activities permitted pursuant to this Agreement (and any activities reasonably incidental thereto, including the financing thereof and of the Transaction)), (b) not engage in any business unrelated to clause (a) above, (c) not have any assets other than those related to its activities in accordance with clauses (a) and (b) above, (d) maintain its own separate books and records and its own accounts, in each case that are separate and apart from the books and records and accounts of any other Person; provided, however, that the Lessee’s assets may be included in a consolidated financial statement of a direct or indirect shareholder or other owner of a beneficial interest of the Lessee if inclusion on such consolidated financial statement is required to comply with the requirement of generally accepted accounting principles of the relevant jurisdiction, but only if (i) such consolidated financial statement shall be appropriately footnoted to the effect that the Lessee’s assets are owned by the Lessee and that they are being included on the consolidated financial statement of such shareholder or other owner of a beneficial interest only to comply with the requirements of generally accepted accounting principles of the relevant jurisdiction and (ii) such assets shall be listed on the Lessee’s own separate balance sheet, (e) hold itself out as being a Person, separate and apart from any other Person, (f) not commingle its funds or assets with those of any other Person, (g) conduct its own business in its own name independently and through its own authorized officers and agents, (h) except as noted in clause (d) above, maintain separate financial statements and file its own Tax returns (to the extent required by applicable Law), (i) pay its own debts and liabilities when they become due out of its own funds, (j) observe all corporate, limited partnership or limited liability company, as applicable, formalities and do all things necessary to preserve its existence, (k) have sufficient officers and personnel to run its business operations and to supervise its Contractors pursuant to one or more contractual arrangements, (l) pay the salaries of its own employees, if any, and maintain a sufficient number of employees in light ...
Single Purpose Covenants. The Concessionaire shall, at all times during the Term, (i) be formed and organized solely for the purpose of owning the Concessionaire Interest and, at the option of the Concessionaire, the “Concessionaire Interest” as such term is defined under the Facilities Agreement and using, possessing, operating and collecting (A) Metered Parking Revenues with respect to and otherwise dealing with the Metered Parking System (and carrying out other activities permitted pursuant to this Agreement (and any activities reasonably incidental thereto)) and
Single Purpose Covenants. While the Debt is outstanding, the Borrower hereby represents, covenants and agrees, and will cause its organizational documents and those of the Mezzanine Borrower to reflect, that it (or the Mezzanine Borrower, as the case may be) has not and shall not:
(i) engaged or engage in any business or activity other than the ownership, operation and maintenance of the Mortgaged Property, and activities incidental thereto;
(ii) acquired or acquire or owned or own any material asset other than (A) the Mortgaged Property and (B) such incidental personal property as may be necessary for the operation of the Mortgaged Property;
(iii) merge into or consolidate with any person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure;
Single Purpose Covenants. 51 Section 8.15 Cooperation ................................................................................................................ 54 Section 8.16 Reserved ..................................................................................................................... 55 Section 8.17
Single Purpose Covenants. Until the Obligations have been indefeasibly paid to the Lender in cash and all obligations of the Borrower under this Agreement and the other Junior Loan Documents have terminated, Borrower shall observe and comply with the following covenants:
(a) Borrower shall limit the nature, purpose and conduct of its business to engage solely in the following activities:
(i) To construct, own, hold, sell, assign, transfer, operate, lease, mortgage, pledge and otherwise deal with the Property and the Improvements as contemplated hereby; and
(ii) To exercise all powers enumerated in the Limited Liability Company Act or Business Corporation Law of the State of Delaware necessary or convenient to the conduct, promotion or attainment of the business or purposes otherwise set forth herein and for no other purpose.
(b) The Borrower shall only incur indebtedness in an amount necessary to (i) acquire, hold, own, manage, finance, re-finance, operate, lease, maintain, design, develop, improve, demolish, rehabilitate, renovate, alter and/or dispose of the Project (including additions thereto) in accordance with the terms of the PAL Lease and the other Operative Documents, (ii) as applicable, to acquire, hold, own, manage, finance, re-finance, operate, lease, maintain, design, develop, improve, demolish, rehabilitate, renovate, alter and/or dispose of additional property reasonably related to the purposes specified in the preceding clause (i) at or in the vicinity of any Installation in accordance with the terms of the PAL Lease and the other Operative Documents and (iii) to engage in any or all lawful activities incidental to the foregoing. For so long as the Obligations remain unpaid and the liens and security interests of the Mortgages exist on any portion of the Property, the Borrower shall not (i) incur, assume, or guaranty any other indebtedness, other than (x) the Senior Loan, the Junior Loan, the Subordinate Loan and the Swap Obligations, (y) trade payables or accrued expenses incurred in the ordinary course of business of owning and operating the Property and due and payable within thirty (30) days, and (z) financing for furniture, fixture and equipment that has been approved by the Lender in advance, such approval not to be unreasonably conditioned, withheld or delayed, (ii) grant any lien(s) or security interest(s) in the Property other than to the Lender or as specifically approved by Lender, (iii) dissolve or liquidate, or consolidate or merge with or into any othe...
Single Purpose Covenants. Until the Obligations have been indefeasibly paid to Lender in cash and all obligations of the Lender under this Agreement and the other Loan Documents have terminated, Borrower shall observe and comply with the following covenants: Borrower shall limit the nature, purpose and conduct of its business to engage solely in the following ctivities set forth in . Borrower shall conduct its affairs in accordance with the following provisions: It shall establish and maintain an office through which its business shall be conducted and shall allocate fairly and reasonably any overhead for shared office space, and any common employee salaries. It shall maintain records and books of account separate from those of any other Person. When applicable, its board of managers shall hold appropriate meetings (or act by written consent) to authorize all appropriate company action. It shall observe all [the form of organization of Borrower] formalities necessary to maintain its separate existence. It shall not commingle its assets or funds, including, without limitation, bank accounts, with those of any other Person. It shall maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets from those of other Persons. It shall hold all of its assets and conduct all of its business in its own name, and not that of any other Person. It shall not pledge its assets for the benefit of any other Person, other than Lender pursuant to the Loan Documents. It shall hold itself out to its creditors and the public as a legal entity separate and distinct from any other Person. It shall maintain financial statements separate from any other Person, and not have its assets listed on any financial statement of any other Person [OPTIONAL BORROWER PROVISION: ; provided, however, 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 statement to indicate the separateness of Borrower from such Affiliate, and to indicate that Borrower's assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person]. It shall prepare and file its own tax returns separate from those of any other Person, and pay any taxes required to be paid by applicable Law. It shall pay any liabilities out of its own funds (including, without limitation, from proceeds of the Loan), including, without limitation, salarie...