Operation and Separateness Sample Clauses

Operation and Separateness. Borrower shall, and Borrower shall cause each Subsidiary Guarantor, as applicable (i) not to engage in any business or activity other than the ownership, leasing, syndication of equity or debt financing, management and operation of any Property, (ii) not to enter into any contract or agreement with any Affiliate except (A) on Properties that are used as shopping centers, where the non-investment grade shop space is bifurcated with a ground lease in place with the applicable Subsidiary Guarantor and which non-investment grade shop space shall not be underwritten as Collateral for the Loan or (B) as approved by Lender or upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than such Affiliate, (iii) not to make any loan or advance to any Person (including any Affiliate) and acquire no obligations or securities of an Affiliate, (iv) not fail to hold itself out to the public as a legal entity separate and distinct from any other Person (including any Affiliate), (v) not fail to conduct business in its own name and shall maintain and utilize separate invoices, and checks, (vi) not fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations to the extent available from net operating income generated from any Property, or (vii) not fail to maintain its assets in such a manner that it shall not be costly or difficult to segregate, ascertain, or identify its individual assets from those of any Affiliate or any other Person.
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Operation and Separateness. Borrower shall (i) engage in -------------------------- no business or activity other than the ownership, management, and operation of the Properties and commercial properties, (ii) enter into no contract or agreement with any Affiliate except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than such Affiliate, (iii) make no loan or advance to any Person (including any Affiliate), (iv) hold itself out to the public as a legal entity separate and distinct from any other Person (including any Affiliate), (v) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, and (vi) maintain its assets in such a manner that it shall not be costly or difficult to segregate, ascertain, or identify its individual assets from those of any Affiliate or any other Person.
Sample 1
Operation and Separateness. Borrower (i) shall not own any asset or property other than the Property and incidental personal property necessary for the ownership or operation of the Property; (ii) shall not engage in any business other than the ownership, management, leasing, and operation of the Property, and Borrower shall conduct and operate its business as presently conducted and operated; (iii) shall not enter into any contract or agreement with any Affiliate except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms- length basis with third parties other than such Affiliate; (iv) shall not make any loans or advances to any third party (including any Affiliate) and shall not acquire obligations or securities of an Affiliate; (v) shall remain solvent and Borrower shall pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due; (vi) shall maintain books, records, financial statements and bank accounts as official records and separate from those of its Affiliates and any other Person, and Borrower shall file its own tax returns; (vii) shall at all times hold itself out to the public as a legal entity separate and distinct from any other Person (including any Affiliate), and shall conduct business in its own name and shall maintain and utilize separate stationery, invoices, and checks; (viii) shall correct any known misunderstanding regarding its status as a separate entity and shall not identify itself as a division or part of any Affiliates or any other Affiliate as a division or part of Borrower; (ix) shall maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (x) shall not seek or effect, nor permit any other Person to seek or effect, the liquidation, dissolution, winding up, consolidation, or merger, in whole or in part, of Borrower; (xi) shall not commingle the funds and other assets of Borrower with those of any Affiliate or any other Person and shall not maintain its assets in such a manner that it would be costly or difficult to segregate, ascertain, or identify its individual assets from those of any Affiliate or any other Person; (xii) shall not hold itself out to be responsible for the debts or obligations of any other Person; (xiii) shall maintain its assets in such a manner that it shall not be costly ...
Sample 1
Operation and Separateness. Borrower shall not:
Sample 1

Related to Operation and Separateness

  • Corporate Separateness (a) Satisfy, and cause each of its Restricted Subsidiaries and Unrestricted Subsidiaries to satisfy, customary corporate and other formalities, including, as applicable, the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting, in each case, to the extent required by law and the maintenance of corporate offices and records.

  • Maintenance of Corporate Separateness Holdings will, and will ------------------------------------- cause each of its Subsidiaries to, satisfy customary corporate formalities, including the maintenance of corporate records. Neither the Borrower nor any Subsidiary of the Borrower shall make any payment to a creditor of Holdings (other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) in respect of any liability of Holdings, and no bank account of Holdings shall be commingled with any bank account of the Borrower or any Subsidiary of the Borrower. Any financial statements distributed to any creditors of Holdings shall, to the extent permitted by GAAP, clearly establish the corporate separateness of Holdings from the Borrower and each of the Borrower's Subsidiaries. Finally, neither the Borrower nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and of the Borrower or any Subsidiary of the Borrower on the other hand being ignored, or in the assets and liabilities of the Borrower or any Subsidiary of the Borrower being substantively consolidated with those of Holdings in a bankruptcy, reorganization or other insolvency proceeding.

  • Maintenance of Company Separateness The Company will, and will cause each of its Subsidiaries to, satisfy customary Business formalities, including (to the maximum extent required under applicable Business laws) the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting and the maintenance of Business records. Neither the Company nor any other Credit Party shall make any payment to a creditor of any Non-Guarantor Subsidiary in respect of any liability of any Non-Guarantor Subsidiary, and no lender account of any Non-Guarantor Subsidiary shall be commingled with any lender account of the Company or any other Credit Party. Any financial statements distributed to any creditors of any Non-Guarantor Subsidiary shall clearly establish or indicate the corporate separateness of such Non-Guarantor Subsidiary from the Company and its other Subsidiaries. Finally, neither the Company nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the Business existence of the Company, any other Credit Party or any Non-Guarantor Subsidiaries being ignored, or in the assets and liabilities of the Company or any other Credit Party being substantively consolidated with those of any other such Person or any Non-Guarantor Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.

  • Separateness CAC will take such actions that are required on its part to be performed to cause (i) Funding to be in compliance, at all relevant times, with Sections 6.01(xviii) and 6.04 of the Sale and Servicing Agreement, and (ii) all factual assumptions set forth in the opinion letters delivered by Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP with respect to certain bankruptcy matters under the Sale and Servicing Agreement to remain true at all relevant times.

  • Access to Information and Services ..28 Section 7.01. Provision of Corporate Records......................................................28 Section 7.02. Access to Information...............................................................28 Section 7.03.

  • Formation and Purpose Promptly following the Effective Date, the Parties shall confer and then create the Committees listed in the chart below, each of which shall have the purpose indicated in the chart. To the extent that after conferring both Parties agree that a given Committee need not be created until a later date, the Parties may agree to defer the creation of the Committee until one Party informs the other Party of its then desire to create the so-deferred Committee, at which point the Parties will thereafter promptly create the so-deferred Committee and schedule a meeting of such Committee within one (1) month. Committee Purpose Joint Steering Committee (“JSC”) Establish projects for the Fibroblast Program and establish the priorities, as well as approve budgets for such projects. Approve all subcommittee projects and plans. The JSC shall establish budgets not less than on a quarterly basis. Chemistry, Manufacturing and Controls Committee (“CMCC”) Establish project plans and review and approve activities and budgets for chemistry, manufacturing, and controls under the Fibroblast Program. Clinical/Regulatory Committee (“CRC”) Review and approve all research and development plans, clinical projects and publications, and regulatory filings and correspondence under the Fibroblast Program; review and approve itemized budgets with respect to the foregoing. Commercialization Committee (“CC”) Establish project plans and review and approve activities and budgets for Commercialization activities under the Fibroblast Program. Intellectual Property Committee (“IPC”) Evaluate intellectual property issues in connection with the Fibroblast Program; review and approve itemized budgets with respect to the foregoing. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.

  • Duration and Scope of Covenants If any court or other decision-maker of competent jurisdiction determines that any of the Executive’s covenants contained in this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is unenforceable because of the duration or geographical scope of such provision, then, after such determination has become final and unappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

  • Special Purpose Entity/Separateness (a) Until the Debt has been paid in full, Borrower hereby represents, warrants and covenants that the Borrower is, shall be and shall continue to be a Special Purpose Entity. If Borrower consists of more than one Person, each such Person shall be a Special Purpose Entity.

  • Ownership and Operations of Merger Sub Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

  • Operation and Use So long as the Aircraft, Airframe or any Engine is subject to the Lien of this Trust Indenture, the Owner shall not operate, use or locate the Aircraft, Airframe or any Engine, or allow the Aircraft, Airframe or any Engine to be operated, used or located, (i) in any area excluded from coverage by any insurance required by the terms of Section 4.06, except in the case of a requisition by the U.S. Government where the Owner obtains indemnity in lieu of such insurance from the U.S. Government, or insurance from the U.S. Government, against substantially the same risks and for at least the amounts of the insurance required by Section 4.06 covering such area, or (ii) in any recognized area of hostilities unless covered in accordance with Section 4.06 by war risk insurance, or in either case unless the Aircraft, the Airframe or any Engine is only temporarily operated, used or located in such area as a result of an emergency, equipment malfunction, navigational error, hijacking, weather condition or other similar unforeseen circumstance, so long as Owner diligently and in good faith proceeds to remove the Aircraft from such area. So long as the Aircraft, the Airframe or any Engine is subject to the Lien of this Trust Indenture, the Owner shall not permit such Aircraft, Airframe or any Engine, as the case may be, to be used, operated, maintained, serviced, repaired or overhauled (x) in violation of any Law binding on or applicable to such Aircraft, Airframe or Engine or (y) in violation of any airworthiness certificate, license or registration of any Government Entity relating to the Aircraft, the Airframe or any Engine, except (i) immaterial or non-recurring violations with respect to which corrective measures are taken promptly by Owner or Permitted Lessee, as the case may be, upon discovery thereof, or (ii) to the extent the validity or application of any such Law or requirement relating to any such certificate, license or registration is being contested in good faith by Owner or Permitted Lessee in any reasonable manner which does not involve any material risk of the sale, forfeiture or loss of the Aircraft, Airframe or any Engine, any material risk of criminal liability or material civil penalty against Mortgagee or impair the Mortgagee's security interest in the Aircraft, Airframe or any Engine.

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