Common use of Maintenance of Separateness Clause in Contracts

Maintenance of Separateness. Satisfy customary corporate formalities including the holding of regular board of directors’ and shareholders’ meetings and the maintenance of corporate offices and records. None of the Borrower nor any of its Subsidiaries shall make any payment to a creditor of any Joint Venture in respect of any liability of any Joint Venture which is not a liability of the Borrower or such Subsidiary (other than Guarantee Obligations by the Borrower or any Subsidiary of the obligations of Joint Ventures permitted hereunder), and no bank account of any Joint Venture shall be commingled with any bank account of the Borrower or any of its Subsidiaries. Any financial statements distributed to any creditors of any Joint Venture shall, to the extent permitted by GAAP, clearly establish the corporate separateness of such Joint Venture from the Borrower and its Subsidiaries. Finally, neither the Borrower nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which could result in the assets and liabilities of the Borrower or any of its Subsidiaries being substantively consolidated with those of any Joint Venture in a bankruptcy, reorganization or other insolvency proceeding.

Appears in 2 contracts

Samples: Credit Agreement (Wyndham International Inc), First Lien Credit Agreement (Wyndham International Inc)

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Maintenance of Separateness. Satisfy customary --------------------------- corporate formalities including the holding of regular board of directors' and shareholders' meetings and the maintenance of corporate offices and records. None of the Borrower nor any of its Subsidiaries shall make any payment to a creditor of any Unrestricted Subsidiary or Joint Venture in respect of any liability of any Unrestricted Subsidiary or Joint Venture which is not a liability of the Borrower or such Subsidiary (other than Guarantee Obligations by the Borrower or any Subsidiary of the obligations of Joint Ventures permitted hereunder), and no bank account of any Unrestricted Subsidiary or Joint Venture shall be commingled with any bank account of the Borrower or any of its Subsidiaries. Any financial statements distributed to any creditors of any Unrestricted Subsidiary or Joint Venture shall, to the extent permitted by GAAP, clearly establish the corporate separateness of such Unrestricted Subsidiary or Joint Venture from the Borrower and its Subsidiaries. Finally, neither the Borrower nor any of its Subsidiaries or Unrestricted Subsidiaries shall take any action, or conduct its affairs in a manner, which could result in the corporate existence of any Unrestricted Subsidiary being ignored, or in the assets and liabilities of the Borrower or any of its Subsidiaries being substantively consolidated with those of any Unrestricted Subsidiary or Joint Venture in a bankruptcy, reorganization or other insolvency proceeding.

Appears in 1 contract

Samples: Credit Agreement (Wyndham International Inc)

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Maintenance of Separateness. Satisfy customary corporate --------------------------- formalities including the holding of regular board of directors' and shareholders' meetings and the maintenance of corporate offices and records. None of the Borrower nor any of its Subsidiaries shall make any payment to a creditor of any Unrestricted Subsidiary or Joint Venture in respect of any liability of any Unrestricted Subsidiary or Joint Venture which is not a liability of the Borrower or such Subsidiary (other than Guarantee Obligations by the Borrower or any Subsidiary of the obligations of Joint Ventures permitted hereunder), and no bank account of any Unrestricted Subsidiary or Joint Venture shall be commingled with any bank account of the Borrower or any of its Subsidiaries. Any financial statements distributed to any creditors of any Unrestricted Subsidiary or Joint Venture shall, to the extent permitted by GAAP, clearly establish the corporate separateness of such Unrestricted Subsidiary or Joint Venture from the Borrower and its Subsidiaries. Finally, neither the Borrower nor any of its Subsidiaries or Unrestricted Subsidiaries shall take any action, or conduct its affairs in a manner, which could result in the corporate existence of any Unrestricted Subsidiary being ignored, or in the assets and liabilities of the Borrower or any of its Subsidiaries being substantively consolidated with those of any Unrestricted Subsidiary or Joint Venture in a bankruptcy, reorganization or other insolvency proceeding.

Appears in 1 contract

Samples: Registration Rights Agreement (Wyndham International Inc)

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