Separate Corporate Existence Sample Clauses

Separate Corporate Existence. Each Transferor that is a securitization special purpose entity shall: (i) Maintain in full effect its existence, rights and franchises as a limited liability company under the laws of the state of its formation or as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and the applicable Receivables Purchase Agreement and each other instrument or agreement necessary or appropriate to proper administration hereof and to permit and effectuate the transactions contemplated hereby. (ii) Except as provided in this Agreement, maintain its own deposit, securities and other account or accounts, separate from those of any Affiliate of such Transferor, with financial institutions. The funds of such Transferor will not be diverted to any other Person or for other than the company use of such Transferor, and, except as may be expressly permitted by this Agreement or the applicable Receivables Purchase Agreement, the funds of such Transferor shall not be commingled with those of any other Person. (iii) Ensure that, to the extent that it shares the same officers or other employees as any of its members or other Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iv) Ensure that, to the extent that it jointly contracts with any of its members or other Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that such Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. (v) Ensure that all material transactions between such Transferor and any of its Affiliates shall be only on an arm’s-length basis and shall not be on terms more favorable to e...

Separate Corporate Existence. The Borrower shall be in compliance with the requirements set forth in Section 5.2(o).

Separate Corporate Existence. Take all reasonable steps (including, without limitation, all steps that the Administrative Agent or any Facility Agent may from time to time reasonably request) to maintain the Borrower’s identity as a separate legal entity from the Servicer and to make it manifest to third parties that the Borrower is an entity with assets and liabilities distinct from those of any other Transaction Party and each other Affiliate thereof. Without limiting the generality of the foregoing, the Borrower shall: (i) be a limited liability company whose primary activities are restricted in its limited liability company agreement to (A) purchasing or otherwise acquiring, owning, holding, granting security interests in Pool Receivables, the Related Security, the Collections and the other Collateral with respect thereto, (B) entering into agreements for the selling and servicing of the Pool Receivables, and (C) conducting such other activities as it deems are related or incidental to and necessary, convenient or advisable for the accomplishment of the foregoing activities; (ii) not engage in any business or activity, or incur any Indebtedness or liability, other than as expressly permitted by the Facility Documents; (iii) at all times maintain at least one independent manager (the “Independent Manager”), who shall be an individual who (A) is not, and has not at any time during the five-year period prior to his or her appointment as Independent Manager been, a direct, indirect or beneficial owner, employee, director, stockholder, member, partner, attorney or counsel, officer, customer or supplier of the Performance Guarantor, the Servicer, any Originator or any their respective Affiliates (other than his or her service as an independent manager or in a similar capacity of any such Person), (B) has at least three years of employment experience with one or more entities that provide, in the ordinary course of its businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities, and (C) shall not at any time serve as a trustee in bankruptcy for any Transaction Party or any of their respective other Affiliates; (iv) maintain the requirement that the Borrower’s limited liability company agreement at all times provide (A) that the Borrower’s Board of Managers (as defined in its limited liability company agreement) shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petit...

Separate Corporate Existence. The Transferor shall:

Separate Corporate Existence. The Depositor hereby ---------------------------- acknowledges that the Trust is entering into the transactions contemplated by the Basic Documents in reliance upon the Depositor's identity as a legal entity separate from DFS and the Transferor. Therefore, the Depositor shall take all reasonable steps to make it apparent to third Persons that each of DFS and the Transferor is an entity with assets and liabilities distinct from those of the Depositor and any other Affiliate and that the Depositor is not a division of DFS or the Transferor or any other Person. Without limiting the foregoing, the Depositor shall (and shall cause each of DFS and the Transferor to) operate and conduct its business and otherwise act in a manner which is consistent with the following: (a) The Depositor shall maintain its own stationery and other business forms separate from those of any other Person (including DFS and the Transferor) and shall conduct business in its own name. (b) The Depositor shall not need to maintain any office space of its own (apart from the office space used by Servicer) as part of its operations. If the Depositor utilizes any office space, such office space shall be clearly demarcated as being allocated to Depositor. (c) DFS or the Transferor may issue consolidated financial statements that shall include the Depositor, but such financial statements shall contain a footnote to the effect that DFS contributed certain Receivables to the Transferor, the Transferor then contributed the Receivables to the Depositor and the Depositor in turn contributed the Receivables to the Trust. Separate financial statements shall also be prepared for the Depositor. In addition to the aforementioned footnote to any consolidated financial statement, DFS, the Transferor and the Depositor shall take certain actions to disclose publicly the Depositor's separate existence and the transactions contemplated hereby, including, without limitation, through the filing of UCC financing statements. Neither DFS, the Transferor nor the Depositor has concealed or shall conceal from any interested party any transfers contemplated by the Basic Documents, although Obligors shall not be affirmatively informed in the first instance of the transfer of their obligations. (d) The Transferor has caused and shall continue to cause an Independent Director to be elected to the board of directors of the Depositor, and the Depositor compensates the Independent Director. (e) The Depositor shall not have i...

Separate Corporate Existence. As long as ABDC is the Servicer hereunder, the Servicer shall maintain its legal identity separate from the Seller and take such action to ensure that: (A) the management of the Servicer does not anticipate any need for its having to extend advances to the Seller except for those described in the Transaction Documents, if any; (B) the Servicer does not conduct its business in the name of the Seller; (C) the Servicer has a telephone number, stationery and business forms separate from those of the Seller; (D) the Servicer does not provide for its expenses and liabilities from the funds of the Seller; (E) the Servicer is not liable for the payment of any liability of the Seller; (F) neither the assets nor the creditworthiness of the Servicer is held out as being available for the payment of any liability of the Seller; (G) the Servicer maintains an arm’s-length relationship with the Seller; and (H) assets are not transferred from the Servicer to the Seller without fair consideration or with the intent to hinder, delay or defraud the creditors of either company.

Separate Corporate Existence. RPA Seller hereby acknowledges that the Trustee, the Certificate Trust, each Credit Enhancement Provider and the Holders are, and will be, entering into the transactions contemplated by the Transaction Documents in reliance upon Purchaser’s identity as a legal entity separate from RPA Seller, the Servicer and any other Person. Therefore, RPA Seller shall take all reasonable steps to maintain its existence as a corporation separate and apart from Purchaser and to make it apparent to third parties that RPA Seller is an entity with assets and liabilities distinct from those of Purchaser and that Purchaser is not a division of RPA Seller.

Separate Corporate Existence. Notwithstanding that Buyer is a Subsidiary of Originator, the Originator is entering into the transactions contemplated by this Agreement in reliance on the Buyer's identity as a separate legal entity from the Originator and each of its Affiliates, and acknowledges that the Buyer and the other parties to the Facility Documents are similarly entering into the transactions contemplated by the other Facility Documents in reliance on the Buyer's identity as a separate legal entity from the Originator and each such other Affiliate.

Separate Corporate Existence. The Borrower shall take all reasonable steps (including, without limitation, all steps which the Agent may from time to time reasonably request) to maintain its and its Restricted Subsidiaries' identity as separate legal entities and to make it apparent to third parties that Borrower and such Restricted Subsidiaries are each an entity with assets and liabilities distinct from those of Holdings and any of Holdings' Affiliates (other than the Borrower and its Subsidiaries) (each of Holdings and such of Holdings' Affiliates are referred to in this Section 6.2(M), as the "Parent"). Without limiting the generality of the foregoing, the Borrower shall: (i) require that all full-time employees of the Borrower and each of its Restricted Subsidiaries identify themselves as such and not as employees of its Parent; (ii) compensate all employees, consultants, investment bankers, accountants, lawyers and agents directly, from the Borrower's or such Restricted Subsidiary's applicable bank accounts, for services provided to the Borrower or such Restricted Subsidiary by such employees, consultants, investment bankers and agents and, if any employee, consultant, investment banker or agent of the Borrower or any of its Restricted Subsidiaries is also an employee, consultant, investment banker or agent of Parent, allocate the compensation of such employee, consultant, investment banker or agent between the Borrower or the Restricted Subsidiary, as applicable, and the Parent on the basis of actual use of the services so rendered to the extent practicable and, to the extent such allocation is not practical, on a basis reasonably related to actual use of such services; (iii) allocate all overhead expenses (including, without limitation, telephone and other utility charges and lease and office expenses) for items shared between the Borrower or any Restricted Subsidiary of the Borrower and Parent on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use; (iv) cause the Borrower and each Restricted Subsidiary of the Borrower to be named as an insured on the insurance policy covering its property, or enter into an agreement with the holder of such policy whereby in the event of a loss in connection with such property, proceeds are paid to the Borrower or applicable Restricted Subsidiary; (v) maintain the Borrower's and its Restricted Subsidiaries' books and records complete and separate fr...

Separate Corporate Existence. The Trust will maintain the Series as a separate series of the Trust, hold all assets of the Series in trust solely for the benefit of the Series in accordance with applicable Law and shall account for the assets and liabilities attributable to the Series in accordance with applicable Law.