Separate Business Clause Samples

Separate Business. The Partnership shall keep its business and affairs and all of its Property and operations separate and distinct from the business, affairs, assets and operation of the Partners and of any other Person or Entity in which any of them may be or interested.

Separate Business. CAC shall not: (i) fail to maintain separate books, financial statements, accounting records and other corporate documents from those of Funding; (ii) commingle any of its assets or the assets of any of its Affiliates with those of Funding (except to the extent that CAC acts as the Servicer of the Loans); (iii) pay from its own assets any obligation or indebtedness of any kind incurred by Funding (or the Trust); and (iv) directly, or through any of its Affiliates, borrow funds or accept credit or guaranties from Funding.

Separate Business. The Transferor shall at all times (i) to the ----------------- extent the Transferor's office is located in the offices of CompuCom or any Affiliate of CompuCom, pay fair market rent for its executive office space located in the offices of CompuCom or any Affiliate of CompuCom, (ii) maintain the Transferor's books, financial statements, accounting records and other corporate documents and records sepa- rate from those of CompuCom or any other entity, (iii) not commingle the Transferor's assets with those of CompuCom or any other entity, (iv) act solely in its corporate name and through its own authorized officers and agents, (v) make investments directly or by brokers engaged and paid by the Transferor or its agents (provided that if any such agent is an Affiliate of CompuCom it shall -------- be compensated at a fair market rate for its services), (vi) separately manage the Transferor's liabilities from those of CompuCom or any Affiliates of CompuCom and pay its own liabilities, including all administrative expenses, from its own separate assets, and (vii) pay from the Transferor's assets all obligations and indebtedness of any kind incurred by the Transferor. The Transferor shall abide by all corporate formalities, including the maintenance of current minute books, and the Transferor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles in a manner that indicates the separate existence of the Transferor and its assets and liabilities. The Transferor shall (i) not incur indebtedness other than in connection with the transactions contemplated by this Agreement and incidental indebtedness not to exceed $9,500 in the aggregate, (ii) not assume the liabilities of CompuCom or any Affiliate of CompuCom, and (iii) not make loans to or guarantee the liabilities of CompuCom or any Affiliate of CompuCom. The officers and directors of the Transferor (as appropriate) shall make decisions with respect to the business and daily operations of the Transferor independent of and not dictated by any controlling entity.

Separate Business. It will: (i) (A) maintain and prepare financial reports, financial statements, books and records and bank accounts separate from those of its Affiliates and any other person or entity and (B) not permit any Affiliate or any other person or entity independent access to its bank accounts; (ii) not commingle its funds and other assets with those of any Affiliate, any guarantor of any of the obligations of the Corporation (each, a "Guarantor"), any Affiliate of any Guarantor or any other person or entity (other than any such commingling which might result from the performance of the Servicer's duties in accordance with any Servicing Agreement); (iii) conduct its own business in its own name and will hold all of its assets in its own name; (iv) remain solvent and pay its debts and liabilities (including employment and overhead expenses) from its assets as the same become due; (v) do all things necessary to observe corporate formalities, and preserve its existence as a single-purpose, bankruptcy-remote entity in accordance with the standards of the Rating Agencies providing ratings on the Notes, as such standards are in effect on the date of issuance of the Notes; (vi) enter into transactions with Affiliates only if each such transaction is commercially reasonable and on substantially similar terms as a transaction that would be entered into on an arm's length basis with a person or entity other than an Affiliate of the Corporation; (vii) pay the salaries of its own employees from its own funds and maintain a sufficient number of employees in light of its contemplated business operations; (viii) compensate each of its consultants and agents from its own funds for services provided to it and pay from its own assets all obligations of any kind incurred; (ix) not (i) acquire obligations or securities of any Affiliate or any of the stockholders of the Corporation or (ii) buy or hold any evidence of indebtedness issued by any other person or entity, other than cash, Investment Securities, investment-grade securities and Student Loans; (x) allocate fairly and reasonably and pay from its own funds the cost of (i) any overhead expenses (including paying for any office space) shared with any Affiliate of the Corporation and (ii) any services (such as asset management, legal and accounting) that are provided jointly to the Corporation and one or more of its Affiliates; (xi) maintain and utilize separate stationery, invoices and checks bearing its own name and allocate sep...

Separate Business. The Transferor shall not engage in any business not permitted by its Certificate of Incorporation as in effect on the Closing Date.

Separate Business. The Seller will not permit its assets to be commingled with those of the Buyer and the Seller shall maintain separate corporate records and books of account from those of the Buyer. The Seller will not conduct its business in the name of the Buyer and will cause the Buyer to conduct its business solely in its own name so as not to mislead others as to the identity of the entity with which those others are concerned. The Seller will provide for its own operating expenses and liabilities from its own funds. The Seller will not hold itself out, or permit itself to be held out, as having agreed to pay, or as generally being liable for, the debts of the Buyer. The Seller shall cause the Buyer not to hold itself out, or permit itself to be held out, as having agreed to pay, or as being liable for, the debts of the Seller. The Seller will maintain an arm's length relationship with the Buyer with respect to any transactions between the Seller, on the one hand, and the Buyer, on the other.

Separate Business. Each Borrower undertakes to maintain itself and its respective business entirely separate from any other affiliate of the Borrowers and in particular (but without prejudice to the generality of the foregoing) the Borrowers: (a) will maintain completely separate books and records from any other affiliate of the Borrowers; (b) will maintain separate bank accounts; (c) will not co-mingle its assets together with the assets of another company or person; (d) will conduct its business in its own name; (e) will observe all corporate and other formalities required by its constitutional documents; (f) will prepare and maintain separate accounts and financial statements; (g) will maintain an arm's length relationship with the Managers and the Guarantor, and any affiliate of the Borrowers; (h) will pay its own liabilities out of its own funds; (i) will not become liable for third party obligations or pledge the Lenders' credit; (j) will allocate fairly and reasonably any overhead for shared office space and/or facilities (if applicable); (k) will not make available any loans or advances to any entity including the Pledgor or the Guarantor; (l) will use separate stationery, invoices and check books from any other affiliate of the Borrower; (m) will maintain adequate capital for its needs; (n) will hold itself out at all times as a separate entity and where appropriate correct any misapprehension of which it becomes aware in relation to its separate identity; (o) will retain no employees save for the master, officers and crew of the Vessel; (p) will not be or become the member of any other VAT group without the prior written consent of the Agent, with the proviso that to the extent transactions are permitted under the other terms of this Agreement and the other Finance Documents such transactions are not prohibited by this Clause 12.3.25.

Separate Business. (a) The Borrower and the other Credit Parties collectively shall at all times: (i) maintain and prepare financial reports, financial statements, books and records and bank accounts separate from those of any other Person or entity and not permit any other Person independent access to funds in its bank accounts except as contemplated by the Loan Documents; (ii) not commingle its funds and other assets with those of any other Person or entity (other than as expressly permitted hereunder); (iii) conduct its own business in its own name and hold all of its assets in its own name and in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person; (iv) do all things necessary to observe procedural formalities (including the separateness provisions contained in its Organization Documents), and preserve its existence as a single-purpose, bankruptcy-remote entity; 103 (v) be, and at all times hold itself out to the public as, a legal entity separate and distinct from any other Person; (vi) to the extent known by the Borrower, correct any misunderstanding regarding the separate identity of the Borrower; (vii) not identify itself as a division or part of any other entity; (viii) 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; (ix) not amend, modify or otherwise change its Organization Documents (or suffer the same to be amended, modified or otherwise changed) in any manner that is adverse in any material respect to the interests of any Secured Party, without the prior written consent of the Required Lenders (such consent not to be unreasonably withheld); and (x) maintain its financial statements, showing its assets and liabilities as separate and apart from those of any other Person (other than its Consolidated Subsidiaries), and not have its assets listed on the financial statements of another Person, except as required by GAAP; provided, however, that any consolidated financial statements will contain a note indicating that it has a separate legal existence with separate creditors, and its separate assets and liabilities are neither available to pay the debts of the consolidated entity nor constitute the obligations of the consolidated entity. For the avoidance of doubt, this Section 6.11 shall not be construed to prohibit or restrict the Master Servicer and/or th...

Separate Business. The Seller acknowledges that the Agent, the Conduit Investors and the Bank Investors are entering into the transactions contemplated in the TAA in reliance upon the Purchaser’s identity as a separate legal entity from the Seller. Therefore, from and after the Original Closing Date, the Seller shall take all actions reasonably required to maintain the Purchaser’s status as a separate legal entity and to make it manifest to third parties that the Purchaser is an entity with assets and liabilities distinct from those of the Seller or any other member of the Parent Group. Without limiting the generality of the foregoing, the Seller shall (i) not hold itself out to third parties as liable for the debts of the Purchaser nor purport to own the Receivables or any of the other assets acquired by the Purchaser hereunder, (ii) shall take all other actions necessary on its part to ensure that the Purchaser is at all times in compliance with the covenants set forth in Section 5.1(k) of the TAA and (iii) shall cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between the Seller and the Purchaser on an arm’s-length basis.