Common use of Separateness Representations Clause in Contracts

Separateness Representations. (a) Consolidation of the business operations of Borrower and Guarantor, when taken together with the elimination of the financial benefits of the transactions, would not result in any significant cost savings or in significantly greater efficiency of such combined business operations. (b) Borrower has not concealed and will not conceal from any interested party any transfers made in connection with the Contribution. Borrower did not enter into the transactions contemplated by the "Existing Credit Agreement" (as defined in the Existing Credit Agreement) and the Assignment and Assumption Agreement with the intent of hindering, delaying or defrauding its creditors. (c) Borrower's management has made a diligent analysis of the business and operations of Borrower, and is reasonably confident that Borrower is and will be: (i) adequately capitalized to conduct its business and affairs as a going concern, considering the size and nature of its business and intended purposes; (ii) solvent; and (iii) able to pay its debts as they come due. As a result of the foregoing, Borrower's management believes that Borrower will be able to conduct its business as a stand alone entity, independent of financial assistance of any Person. Borrower's management does not anticipate any need for Guarantor to loan money or contribute capital to Borrower, although it is possible that Guarantor may take either of these actions in the future.

Separateness Representations. (a) Consolidation of the business operations of Borrower and Guarantor, when taken together with the elimination of the financial benefits of the transactions, would not result in any significant cost savings or in significantly greater efficiency of such combined business operations. (b) Borrower has not concealed and will not conceal from any interested party any transfers made in connection with the Contribution. Borrower did not enter into the transactions contemplated by the "Existing Credit Agreement" (as defined in the Existing Credit Agreement) Agreement and the Assignment and Assumption Agreement with the intent of hindering, delaying or defrauding its creditors. (c) Borrower's management has made a diligent analysis of the business and operations of Borrower, and is reasonably confident that Borrower is and will be: (i) adequately capitalized to conduct its business and affairs as a going concern, considering the size and nature of its business and intended purposes; (ii) solvent; and (iii) able to pay its debts as they come due. As a result of the foregoing, Borrower's management believes that Borrower will be able to conduct its business as a stand alone entity, independent of financial assistance of any Person. Borrower's management does not anticipate any need for Guarantor to loan money or contribute capital to Borrower, although it is possible that Guarantor may take either of these actions in the future.