Separateness Covenants Clause Samples
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Separateness Covenants. Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Buyer’s identity as a legal entity separate from such Originator and its Affiliates. Therefore, from and after the date hereof, each Originator shall take all reasonable steps necessary to make it apparent to third Persons that the Buyer is an entity with assets and liabilities distinct from those of such Originator and any other Person, and is not a division of such Originator, its Affiliates or any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, such Originator shall take such actions as shall be required in order that:
(a) such Originator shall not be involved in the day to day management of the Buyer;
(b) such Originator shall maintain separate records and books of account from the Buyer and otherwise will observe corporate formalities and have a separate area from the Buyer for its business (which may be located at the same address as the Buyer, and, to the extent that it and the Buyer have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and each shall bear its fair share of such expenses);
(c) the financial statements and books and records of such Originator shall be prepared after the date of creation of the Buyer to reflect and shall reflect the separate existence of the Buyer; provided, that the Buyer’s assets and liabilities may be included in a consolidated financial statement issued by an Affiliate of the Buyer; provided, however, that any such consolidated financial statement or the notes thereto shall make clear that the Buyer’s assets are not available to satisfy the obligations of such Affiliate;
(d) except as permitted by the Receivables Financing Agreement, (i) such Originator shall maintain its assets (including, without limitation, deposit accounts) separately from the assets (including, without limitation, deposit accounts) of the Buyer and (ii) such Originator’s assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of the Buyer;
(e) such Originator shall not act as an agent for the Buyer (except in the capacity of Servicer or a Sub-Servicer);
(f) such Originator shall not conduct any of the business of the Buyer in its own name (except in the capacity of Servicer or a Sub-Servicer);
(g) such Originator...
Separateness Covenants. Each Guarantor covenants and agrees that until the Termination Date for such Guarantor it shall not:
(a) fail to pay its debts and liabilities from its own funds;
(b) fail to use reasonable efforts to correct any known misunderstanding of any other Person actually known to it regarding its separate legal identity;
(c) fail to maintain its records, books of accounts, bank accounts and financial statements separate and apart from those of any other Person (except that the financial position, assets, results of operations and cash flows of each Guarantor may be included in the consolidated financial statements of an Affiliate in accordance with GAAP, provided that any such consolidated financial statements shall contain a note indicating that each of the Guarantors and such Affiliate are separate legal entities), and use stationery, invoices and checks bearing its own name;
(d) commingle its funds or assets with those of any other Person;
(e) fail to hold its assets in its own name;
(f) fail to observe at all times faithfully and fully all corporate, limited liability company or limited partnership formalities, as applicable;
(g) fail to hold itself out as being separate and apart from any Affiliates and any other Person, and conduct its business in its own name;
(h) fail to observe at all times faithfully and fully its formal legal requirements as a separate legal entity;
(i) hold itself out to be responsible for the debts of another Person or assume or Guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person, except as contemplated by this Agreement or as otherwise permitted by the Credit Agreement; or
(j) fail to hold itself out to the public as a legal entity separate and distinct from any other Person, or conduct its business in order not to (i) mislead others as to the identity with which such other party is transacting business, or (ii) suggest that such Guarantor is responsible for the debts of any other Person.
Separateness Covenants. In order to maintain its status as a separate entity and to avoid any confusion or potential consolidation with any Affiliate, each Borrower covenants that it will observe the following covenants:
(i) maintain books and records separate from those of any other Person;
(ii) maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets;
(iii) comply with all organizational formalities necessary to maintain its separate existence;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity;
(v) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person;
(vi) other than with respect to the consolidated tax returns of its Affiliates, prepare and file its own tax returns separate from those of any Person to the extent required by applicable law, and pay any taxes required to be paid by applicable law;
(vii) allocate and charge fairly and reasonably any common employee or overhead shared with Affiliates;
(viii) not enter into any transaction with Affiliates except as permitted under Section 7.06 and under the Parent Cash Management System and except on an arm's-length basis on terms which are intrinsically fair and no less favorable than would be available for unaffiliated third parties, and pursuant to written, enforceable agreements;
(ix) conduct business in its own name;
(x) not commingle its assets or funds with those of any other Person, other than as (A) permitted or required by this Agreement and (B) contemplated by the Parent Cash Management System;
(xi) not assume, guarantee or pay the debts or obligations of any other Person, other than with respect to the pledge of its assets to secure the indebtedness of the other Borrowers hereunder and as described in Section 7.02(d).
(xii) correct any known misunderstanding as to its separate identity;
(xiii) not permit any Affiliate to guarantee or pay its obligations (other than limited guarantees, indemnities and pledge of assets set forth in the Credit Documents and in the Hazardous Materials Indemnity Agreement) and as permitted under Section 7.06;
(xiv) not make loans or advances to any other Person except as contemplated by the Parent Cash Management System;
(xv) pay its liabilities and expenses out of and to the extent of its own funds or from advances permitted under Section 7.06;
(xvi) maintain a sufficient number of employees in lig...
Separateness Covenants. In order to demonstrate that it is a bankruptcy remote entity not at risk of having its assets substantively consolidated with those of another entity, the Corporation must observe certain covenants designed to make evident the special purpose entity’s separateness from its affiliates.
1. It shall establish and maintain an office through which its business shall be conducted separate and apart from those of its parent and any affiliate and shall allocate fairly and reasonably any overhead for shared office space.
2. It shall maintain separate corporate records and books of account from those of its parent and any affiliate.
3. Its Board of Directors shall hold appropriate meetings (or act by unanimous consent) to authorize all appropriate corporate actions, and in authorizing such actions, shall observe all corporate formalities. The Board of Directors shall include at least two (2) individuals who are Independent Directors. As used herein, an “Independent Director” shall mean an individual who shall not have been at the time of such individual’s appointment, and may not have been at any time (i) a partner, member, shareholder of, or an officer or employee of, the Corporation or any of its respective partners, members, shareholders, subsidiaries or affiliates, (ii) a customer of, or supplier to, the Corporation or managing member of the Corporation or any of their respective partners, members, shareholders, subsidiaries or affiliates, (iii) a person controlling any such partner, member, shareholder, supplier or customer, or (iv) a member of the immediate family of any such shareholder, officer, employee, supplier or customer of any other director of the Corporation or of the managing member of the Corporation. As used herein, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through ownership of voting securities, by contract or otherwise.
Separateness Covenants. In order to demonstrate that it is a bankruptcy remote entity not at risk of having its assets substantively consolidated with those of another entity, the limited liability company must observe certain covenants designed to make evident the special purpose entity’s separateness from its affiliates.
1. It shall establish and maintain an office through which its business shall be conducted separate and apart from that of any of its affiliates and shall allocate fairly and reasonably any overhead for shared office space.
2. It shall maintain separate records and books of account from those of any affiliate.
3. It shall not commingle assets with those of any affiliate.
4. It shall conduct its own business in its own name.
5. It shall maintain financial statements separate from any affiliate.
6. It shall pay any liabilities out of its own funds, including salaries of any employees, not funds of any affiliate.
7. It shall maintain an arm’s length relationship with any affiliate.
8. It shall maintain adequate capital in light of its contemplated business operations.
9. It shall not guarantee or become obligated for the debts of any other entity, including any affiliate, or hold out its credit as being available to satisfy the obligations of others.
10. It shall not acquire obligations or securities of its partners, members or shareholders.
11. It shall use stationery, invoices and checks separate from any affiliate.
12. It shall not pledge its assets for the benefit of any other entity, including any affiliate or make any loans or advances to any other person.
13. It shall hold itself out as an entity separate from any affiliate.
14. It shall correct any known misunderstanding regarding its separate identity.
15. At all times all managing members shall be a special purpose corporate member with at least two (2) Independent Directors.” For purposes of this Article , the following terms shall have the following meanings:
Separateness Covenants. Notwithstanding any provision hereof to the contrary, the following shall govern: For so long as any obligation secured by the Mortgage remains outstanding and not paid in full, in order to preserve and ensure the Company's separate and distinct identity, in addition to the other provisions set forth in this Company Agreement, the Company shall conduct its affairs in accordance with the following provisions:
(a) It shall establish and maintain an office through which its business shall be conducted separate and apart from those of the Sole Member and any affiliate and it shall allocate fairly and reasonably any overhead for shared office space.
(b) It shall maintain separate records and books of account from those of the Sole Member and any affiliate.
(c) All actions by the Company shall be authorized by the Sole Member, who shall observe all necessary formalities in connection with such authorization.
(d) It shall not commingle assets with those of the Sole Member or any affiliate.
(e) It shall conduct its own business in its own name.
(f) It shall maintain financial statements separate from the Sole Member and any affiliate.
(g) It shall pay any liabilities out of its own funds, including salaries of any employees, not funds of the Sole Member or any affiliate.
(h) It shall maintain an arm's length relationship with the Sole Member and any affiliate.
(i) It shall not guarantee or become obligated for the debts of any other person or entity (including, without limitation, the Sole Member or any affiliate) and shall not hold out its credit as being available to satisfy the obligations of others.
(j) It shall use stationery, invoices and checks separate from the Sole Member and any affiliate.
(k) It shall not pledge its assets for the benefit of any other person or entity (including, without limitation, the Sole Member or any affiliate).
(l) It shall hold itself out as an entity separate from the Sole Member and any affiliate.
(m) It shall not make any loans or advances to any third party (including, without limitation, any affiliate).
(n) It shall comply with its obligations under the agreements and instruments evidencing the Mortgage.
Separateness Covenants. The Trust shall:
(a) maintain the Trust’s books and records separate from any other person or entity;
(b) maintain the Trust’s bank accounts separate from any other person or entity;
(c) not commingle the Trust’s assets with those of any other person or entity;
(d) conduct the Trust’s own business in its own name;
(e) other than as contemplated by the Basic Documents and related documentation, pay the Trust’s own liabilities and expenses only out of its own funds;
(f) observe all formalities required under the Delaware Trust Statute;
(g) enter into transactions with Affiliates or the Depositor only if each such transaction is intrinsically fair, commercially reasonable, and on the same terms as would be available in the arm’s length transaction with a person or entity that is not an Affiliate;
(h) not guarantee or become obligated for the debts of any other entity or person;
(i) not hold out the Trust’s credit as being available to satisfy the obligation of any other person or entity;
(j) not acquire the obligations or securities of the Trust’s Affiliates or the Depositor;
(k) other than as contemplated by the Basic Documents and related documentation,, not make any loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity;
(l) other than as contemplated by the Basic Documents and related documentation, not pledge the Trust’s assets for the benefit of any other person or entity;
(m) hold the Trust out as a separate entity and conduct any business only in its own name;
(n) correct any known misunderstanding regarding the Trust’s separate identity;
(o) not identify the Trust as a division of any other person or entity;
(p) maintain appropriate minutes or other records of appropriate actions and shall maintain its office separate from the office of the Depositor, the Sponsor, the Servicer and the Subservicer.
Separateness Covenants. The Seller is in compliance in all material respects with Section 9(b) of its limited liability company agreement relating to the separateness of the Seller from any other Person.
Separateness Covenants a. Each Loan Party shall, and shall cause each of its Subsidiaries to, (i) to the extent that such entities have one or more deposit accounts, each maintain their own deposit account or accounts, separate from the accounts of Lender and its Subsidiaries and joint ventures, with commercial banking institutions and (ii) not commingle their funds with those of Lender or any of its Subsidiaries or joint ventures; *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act.
b. Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain separate addresses from the addresses of Lender and its Subsidiaries and joint ventures, or to the extent the any Loan Party or any of its Subsidiaries may have offices in the same location as Lender or any of its Subsidiaries or joint ventures, to maintain a fair and appropriate allocation of overhead costs among them, with each such entity bearing its fair share of such expense;
c. Guarantor shall issue quarterly and annual consolidated financial statements from time to time as prepared in accordance with GAAP, consistently applied;
d. Each Loan Party shall, and shall cause each of its Subsidiaries to, (i) each maintain its separate status as a limited liability company and (ii) each conduct its affairs in accordance with its certificate of formation and limited liability company agreement and observe all necessary, appropriate and customary company formalities, including, but not limited to, holding all regular and special members’ and managers’ meetings appropriate to authorize company action, keeping separate and accurate minutes of its meetings, passing all resolutions or consents 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, to the extent applicable;
e. Each Loan Party shall not, and shall not permit any of its Subsidiaries to, (i) assume or guarantee any of the liabilities of, or pledge any of its assets as security for the liabilities of, Lender or any of its Subsidiaries or joint ventures or (ii) hold out the credit of Lender or any of its Subsidiaries or joint ventures as being a...
Separateness Covenants. So long as the Notes are outstanding, the Trust shall and the Administrator, on behalf of the Owner Trustee, shall cause the Trust to (i) maintain books and records and bank accounts separate from those of any other Person; (ii) maintain its assets in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets; (iii) observe all trust procedures required by this Trust Agreement and under Delaware Law; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person; (v) prepare separate tax returns and financial statements, or if part of a consolidated group, then the Trust will be shown as a separate member of such group; (vi) allocate and charge fairly and reasonably any overhead shared with Affiliates; (vii) transact all business with Affiliates on an arm's-length basis and pursuant to enforceable agreements; (viii) conduct business in its own name, and use separate stationery, invoices, and checks separate from that of the Depositor or any Affiliate; (ix) not commingle its assets or funds with those of any other Person; and (x) not assume, guarantee, or pay the debts or obligations of any other Person.