Separateness Sample Clauses
The Separateness clause establishes that the parties to an agreement are to be treated as distinct and independent legal entities. In practice, this means that each party maintains its own assets, liabilities, and operations, and is not responsible for the debts or obligations of the other. For example, in a contract between a parent company and its subsidiary, the clause ensures that the subsidiary’s financial or legal issues do not automatically become the parent’s responsibility. The core function of this clause is to protect each party from being held liable for the actions or obligations of the other, thereby reducing legal and financial risk.
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Separateness. Each of the Members and the Managing Member acknowledges that the Company is to be formed and operated as a special purpose entity, distinct and separate from any Member or its Affiliates. Accordingly, the Managing Member shall cause the Company to maintain its existence separate and distinct from any other Person, including taking the following actions:
(a) maintaining in full effect its existence, rights and franchises as a limited liability company under the laws of the State of Delaware and obtaining and preserving 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 each other instrument or agreement necessary or appropriate to properly administer this Agreement and permit and effectuate the transactions contemplated hereby and thereby;
(b) maintaining its own deposit accounts, separate from those of each Member and any of their respective officers and Affiliates;
(c) conducting all material transactions between the Company and any of its Affiliates on an arm’s length basis and on commercially reasonable terms;
(d) allocating fairly and reasonably the cost of any shared overhead expenses, including office space, with the Managing Member and the Class B Members and any of their respective officers and Affiliates;
(e) conducting its affairs separately from those of each Member and its officers and Affiliates, and maintaining accurate and separate books, records and accounts and financial statements;
(f) acting solely in its own limited liability company name and not that of any other Person;
(g) not holding itself out as having agreed to pay or Guarantee, or as otherwise being liable for, the obligations of any Member and any of such Member’s respective officers and Affiliates;
(h) not making any loans or extending any Indebtedness to, or acquiring any Indebtedness of, the Members or their respective Affiliates;
(i) not creating, granting or suffering to exist any Liens (other than Permitted Liens) on property of the Company (except as contemplated by the Customer Agreements and the Transaction Documents);
(j) not acquiring any asset other than any asset conveyed to the Company pursuant to any of the Customer Agreements or Transaction Documents or purchased by the Company in accordance with the Customer Agreements or Transaction Documents;
(k) maintaining all of its assets in its own name and not commingling its assets with those of any...
Separateness. The Borrower shall comply at all times with the separateness provisions set forth on Schedule 6.1.
Separateness. Seller is in compliance with the requirements of Article 9.
Separateness. The Equityholder shall not take any action that causes, or omit to take any action that results in, the Borrower to fail to comply with any of its covenants in Section 5.05 and the Equityholder shall take all other actions necessary to maintain the accuracy of the factual assumptions set forth in the legal opinions of Dechert LLP, as special counsel to the Borrower, issued on the Closing Date and relating to the issues of substantive consolidation.
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, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP with respect to certain bankruptcy matters under the Sale and Servicing Agreement to remain true at all relevant times.
Separateness. Each Borrower shall:
(i) strictly comply with all organizational formalities necessary to maintain its separate and distinct existence;
(ii) have a board of directors, board of managers, or similar management body that is separate from that or those of any other Person, provided that the Persons who serve on such board of directors, board of managers, or similar management body need not be different individuals;
(iii) conduct its business solely in its own name and in a manner not misleading to other Persons as to its identity (without limiting the generality of the foregoing, all oral and written communications (if any), including letters, invoices, purchase orders, contracts, statements, and applications shall be made solely in the name of such Borrower, as applicable, if related to such Borrower, and to correct any known misunderstanding regarding its separate identity;
(iv) provide for the payment of its own operating expenses and liabilities from its own funds and not the funds of any other Person;
(v) maintain its assets, funds, and transactions, including its bank accounts, separate from those of any other Person, and reflect such assets and transactions in financial statements and books and records that are separate from those of any other Person;
(vi) file its own tax returns separate from those of any other Person (except to the extent that such Borrower is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law) and pay any taxes required to be paid under applicable Law;
(vii) not hold itself out to be responsible for or have its credit or assets available to satisfy the debts or obligations of any other Person, except to the extent permitted under this Agreement;
(viii) not pledge its assets for the benefit of any other Person, except to the extent permitted under this Agreement;
(ix) not acquire Equity Interests in any Person that is a direct or indirect parent of such Borrower;
(x) maintain adequate capital and a sufficient number of employees for the normal operations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations;
(xi) pay the salaries of its own employees; and
(xii) allocate fairly and reasonably any overhead for office space shared with any Affiliate.
Separateness. (i) The Seller shall at all times maintain at least one independent director (x) who is not currently and has not been during the five years preceding the date of this Agreement an officer, director or employee of an Affiliate of the Seller or any Other Company, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Company or any of their respective Affiliates.
(ii) The Seller shall not direct or participate in the management of any of the Other Companies’ operations.
(iii) The Seller shall conduct its business from an office separate from that of the Other Companies (but which may be located in the same facility as one or more of the Other Companies). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Companies.
(iv) The Seller shall at all times be adequately capitalized in light of its contemplated business.
(v) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds.
(vi) The Seller shall maintain its assets and transactions separately from those of the Other Companies and reflect such assets and transactions in financial statements separate and distinct from those of the Other Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other Companies. The Seller shall hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from the Other Companies. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other Companies.
(vii) The Seller shall not maintain any joint account with any Other Company or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other Company.
(viii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Company or grant an Adverse Claim on any of its assets to secure any obligation of any Other Company.
(ix) The Seller shall not make loans, advances or otherwise extend credit to any of the Other Companies.
(x) The Seller shall hold regular duly noticed meetings of its Board of Directors and make and retain minutes of such meetings.
(xi) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 or PPSA financing...
Separateness. The Lenders acknowledge and affirm (i) their reliance on the separateness of EPD, Enterprise GP, Borrower and Manager from each other and from other Persons, including EPCO, EPCO Holdings, Inc. (“▇▇▇▇▇”), ▇▇▇▇▇▇ Family Interests, Inc. (“DFI”), DFI GP Holdings L.P. (“DFI GP”) and DFI Holdings, LLC (“DFI Holdings”), (ii) that other creditors of the Borrower, Manager, EPD or Enterprise GP have likely advanced funds to such Persons in reliance upon the separateness of the Borrower, Manager, EPD and Enterprise GP from each other and from other Persons, including EPCO, ▇▇▇▇▇, DFI, DFI GP and DFI Holdings, (iii) that each of the Borrower, Manager, EPD and Enterprise GP have assets and liabilities that are separate from those of each other and from other Persons, including EPCO, ▇▇▇▇▇, DFI, DFI GP and DFI Holdings, (iv) that the Loans and other obligations owing under this Agreement, the Notes and documents related hereto or thereto have not been guaranteed by Manager, Enterprise GP, EPCO, ▇▇▇▇▇, DFI, DFI GP or DFI Holdings, and (v) that, except as other Persons may expressly assume or guarantee this Agreement, the Notes or any documents related hereto or thereto or any of the Loans or other obligations thereunder, the Lenders shall look solely to the Borrower and, pursuant to the EPD Guaranty Agreement, EPD, and their respective property and assets, and any property pledged as collateral with respect hereto or thereto, for the repayment of any amounts payable pursuant hereto or thereto and for satisfaction of any obligations owing to the Lenders hereunder or thereunder and that neither Enterprise GP nor Manager is personally liable to the Lenders for any amounts payable or any liability hereunder or thereunder.
Separateness. The Company shall at all times comply with the separateness covenants set forth in the Company’s Limited Liability Company Agreement.
Separateness. The covenants and restrictions in this Agreement are separate and divisible. To the extent any covenant, provision or portion of this Agreement is determined to be unenforceable or invalid, such unenforceability or invalidity shall not affect the enforceability or validity of the remainder of this Agreement.