Representations; Separateness Clause Samples
The 'Representations; Separateness' clause serves to confirm that each party is making certain factual statements (representations) and to affirm the legal and financial independence (separateness) of the parties involved. In practice, this clause typically requires each party to state that they are duly organized, validly existing, and acting independently, and that their obligations under the agreement are separate from those of any affiliates or related entities. This ensures that liabilities, rights, and obligations are not inadvertently shared or confused between parties, thereby reducing the risk of cross-liability and maintaining clear boundaries between the entities.
Representations; Separateness. Each Guarantor represents, warrants and covenants that, except as permitted under Sections 8.3B and 10.1, (a) it does not have and will not acquire any direct ownership interest in the Property or any portion thereof, and (b) it will not merge or consolidate with the Construction Agent, the Lessee or the Lessor.
Representations; Separateness. Each Guarantor represents, warrants and covenants that (a) it does not have and will not acquire any interest in the Property or any portion thereof, and (b) it will not merge or consolidate with the Construction Agent, the Lessee or the Lessor, and (c) it has acted and will act in such a manner that ensures that the separate legal separate legal identity of the Lessee will be respected, including without limitation acting in any manner that could foreseeably mislead others with respect to the Lessee’s separate legal identity.