Common use of Separateness Representations Clause in Contracts

Separateness Representations. Borrower represents that from the date of its formation, each of the following is true: (i) Borrower has not entered into any contract or agreement with any Related Party Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party. (ii) Borrower has paid all of its debts and liabilities from its assets, including any fair and reasonable allocated portion of shared expenses with Affiliates. (iii) Borrower has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence. (iv) Borrower has (A) filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person, and (B) except with respect to financial statements which are covered by subsection (v) below, maintained all of its books, records, financial statements and bank accounts separate from those of any other Person. (v) Borrower has not had its assets listed as assets on the financial statement of any other Person; provided, however, Borrower’s assets may have been included in a consolidated financial statement of its Affiliate if each of the following conditions is met: (A) Appropriate notation was made on such consolidated financial statements to indicate the separateness of Borrower from such Affiliate and to indicate that Borrower’s assets and credit were not available to satisfy the debts and other obligations of such Affiliate or any other Person. (B) Such assets were also listed on Borrower’s own separate balance sheet.