Common use of Separateness Representations Clause in Contracts

Separateness Representations. Borrower hereby 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. (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 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. (vi) Borrower has 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. (vii) Borrower has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party Affiliate); (viii) Borrower has corrected any known misunderstanding regarding its status as a separate entity. (ix) Borrower has conducted all of its business and held all of its assets in its own name. Rider to Multifamily Loan and Security Agreement (CME)

Separateness Representations. Borrower hereby 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. (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 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. (vi) Borrower has 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. (vii) Borrower has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party Affiliate); (viii) Borrower has corrected any known misunderstanding regarding its status as a separate entity. (ix) Borrower has conducted all of its business and held all of its assets in its own name. Rider to Multifamily Loan and Security Agreement (CME)