Common use of Separate Entity Existence Clause in Contracts

Separate Entity Existence. Borrower shall (i) maintain all accounts separate from the accounts of any Affiliate, and ensure that the funds of Borrower will not be diverted to any other Person, nor will such funds be commingled with the funds of any Affiliate or any partner of Borrower, (ii) ensure that, to the extent it shares the same officers, employees, vendors or facilities as any of its partners or Affiliates, the material expenses related hereto shall be fairly allocated among such entities, (iii) enter into all material transactions with any of its Affiliates only on an arm’s length basis, (iv) conduct its affairs in accordance with the Organizational Documents and Offering Documents of Borrower, and observe all necessary, appropriate and customary entity formalities, including, but not limited to, holding all regular and special partners’, members’, managers’ and directors’ meetings or executing written consents appropriate to authorize all partnership actions, keeping separate and accurate minutes of its meetings, passing all resolutions or consents to the extent necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts, and (v) not assume or guarantee any of the liabilities of its Affiliates or any of its partners or any Affiliate thereof.

Separate Entity Existence. Borrower shall (i) maintain all accounts separate from the accounts of any Affiliate, and ensure that the funds of Borrower will not be diverted to any other Person, nor will such funds be commingled with the funds of any Affiliate or any partner of Borrower, (ii) ensure that, to the extent it shares the same officers, employees, vendors or facilities as any of its partners or Affiliates, the material expenses related hereto shall be fairly allocated among such entities, (iii) enter into all material transactions with any of its Affiliates only on an arm’s length basis, (iv) conduct its affairs strictly in accordance with the Organizational Formation Documents and Offering Documents the Prospectus of Borrower, and observe all necessary, appropriate and customary entity formalities, including, but not limited to, holding all regular and special partners’, members’, managersshareholders’ and directors’ meetings or executing written consents appropriate to authorize all partnership actions, actions and keeping separate and accurate minutes of its meetings, passing all resolutions or consents to the extent necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts, and (viv) not assume or guarantee any of the liabilities of its Affiliates or any of its partners shareholders or any Affiliate thereof.