Maintenance of Separate Identity. The Borrower shall (a) not fail to correct any known misunderstanding regarding its existence separate and distinct from Holdco, (b) maintain its accounts, books and records separate from those of Holdco, (c) not commingle its funds or assets with those of Holdco and shall not permit Holdco to have direct access to its cash, (d) hold all of its assets in its own name and shall not permit Holdco to acquire or dispose of any assets on its behalf, (e) not conduct business in the name of Holdco, (f) not assume or guaranty or otherwise become obligated for the debts of Holdco or hold out its credit as being available to satisfy the obligations of Holdco, and (g) allocate fairly and reasonably any overhead for office space shared with Holdco and shall use separate stationery, invoices and checks from those used by Holdco.
Maintenance of Separate Identity. Parent and NATG shall take all actions required to maintain NATG's status and the status of NATG's Restricted Subsidiaries as separate legal entities from Parent, including, without limitation; (i) not holding NATG or its Restricted Subsidiaries out to third parties as other than entities with assets and liabilities distinct from Parent and Parent's other subsidiaries; (ii) not holding Parent out to be responsible for the debts of NATG or NATG's Restricted Subsidiaries or, other than by reason of owning Voting Securities of NATG, for any decisions or actions relating to NATG; (iii) taking such other actions as are necessary on Parent's part to ensure that all corporate procedures required by Parent's and NATG's respective certificates of incorporation or of formation, as applicable, and by-laws, if applicable, are duly and validly taken; (iv) keeping correct and complete records and books of accounting and corporate minutes; and (v) not acting in any manner that could foreseeably mislead others with respect to NATG's and NATG's Restricted Subsidiaries separate identities.
Maintenance of Separate Identity. The Borrower shall (a) not fail to correct any known misunderstanding regarding its existence separate and distinct from Crown International, (b) maintain its accounts, books and records separate from those of Crown International, (c) not commingle its funds or assets with those of Crown International and shall not permit Crown International to have direct access to its cash, (d) hold all of its assets in its own name and shall not permit Crown International to acquire or dispose of any assets on its behalf, (e) not conduct business in the name of Crown International, (f) not assume or Guarantee or otherwise become obligated for the debts of Crown International or hold out its credit as being available to satisfy the obligations of Crown International, and (g) allocate fairly and reasonably any overhead for office space shared with Crown International and shall use separate stationery, invoices and checks from those used by Crown International.
Maintenance of Separate Identity. It shall (i) maintain all aspects of its business and operations, including but not limited to its construction operations, Heavy Oil Processing Facility operations, accounts, assets, liabilities, financial statements and books and records, separate and apart from the Xxxxx Entities and shall hold itself out to the public as an entity independent from the Xxxxx Entities; (ii) not (A) commingle any of its funds, properties or assets with those of any Xxxxx Entity (except for any commingling of crude oil or other feedstocks within the Xxxxx Complex or in any related storage or pipeline facilities), (B) guarantee or become obligated for debts of any Xxxxx Entity or hold out its credit as being available to satisfy any obligations of any Xxxxx Entity, (C) acquire obligations or securities of any Xxxxx Entity, (D) pledge its assets for the benefit of, or make any loans or advances to, any Xxxxx Entity, or (E) incur, create or assume any indebtedness on behalf of, or transfer or lease its assets or any interest therein to, any Xxxxx Entity, except in each case (A) through (E) as may be permitted or required by the terms of any of the Financing Documents; (iii) make all decisions with respect to its business and operations independently from the Xxxxx Entities; (iv) enter into all business transactions with any Xxxxx Entity on terms and conditions that at such time are no less favorable to it than those that could been obtained by it at such time in a comparable arm's- length transaction and (v) take all steps necessary to correct any misunderstanding regarding its separate identity. For purposes of this clause (v), common tankage of oil and other fungible products shall not constitute commingling so long as the volumes of such products owned by the Partnership are adequately reflected in the relevant Xxxxx Entity's records.
Maintenance of Separate Identity. It shall (i) maintain all aspects of its business and operations, including but not limited to its accounts, assets, liabilities, financial statements and books and records, separate and apart from the Xxxxx Entities and shall hold itself out to the public as an entity independent from the Xxxxx Entities; (ii) not (A) commingle any of its funds, properties or assets with those of any Xxxxx Entity (except for any commingling of crude oil in the crude unit of the Xxxxx Complex), (B) guarantee or become obligated for debts of any Xxxxx Entity or hold out its credit as being available to satisfy any obligations of any Xxxxx Entity, (C) acquire obligations or securities of any Xxxxx Entity, (D) pledge its assets for the benefit of, or make any loans or advances to, any Xxxxx Entity, or (E) incur, create or assume any indebtedness on behalf of, or transfer or lease its assets or any interest therein to, any Xxxxx Entity, except in each case (A) through (E) as may be permitted or required by the terms of any of the Financing Documents; (iii) make all decisions with respect to its business and operations independently from the Xxxxx Entities; (iv) enter into all business transactions with any Xxxxx Entity on terms and conditions that at such time are no less favorable to it than those that could been obtained by it at such time in a comparable arm's-length transaction and (v) take all steps necessary to correct any misunderstanding regarding its separate identity.
