Common use of Separateness Requirements Clause in Contracts

Separateness Requirements. SECTION 10.01. Notwithstanding anything to the contrary contained herein, during the Covered Period, the Company and each Member agree that the Company, will: (a) maintain its books and records and bank accounts separate from those of any other Person (except that, for accounting and reporting purposes, the Company may be included in the consolidated financial statements of an equity owner of the Company in accordance with GAAP); (b) maintain an arm’s length relationship with its Members, other Affiliates and any other party furnishing services to it; (c) maintain its books, records, resolutions and agreements as official records; (d) conduct its business in its own name and through its own authorized officers; (e) prepare and maintain its financial statements, accounting records and other entity documents separate from those of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (a) above); (f) except as contemplated under the Loan Documents and under the provisions of paragraph (h) below, pay its own liabilities out of its own funds and assets; (g) observe all limited liability company formalities necessary to maintain its identity as an entity separate and distinct from the Equity Member and all of its other Affiliates; (h) participate in the fair and reasonable allocation, and pay its share, of any and all overhead expenses and other common expenses for facilities, goods or services provided to multiple entities; (i) use its own stationery, invoices and checks (except when acting in a representative capacity, in which event such capacity shall be disclosed); (j) hold and identify itself as a separate and distinct entity under its own name and not as a division or part of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (a) above); (k) except as may otherwise be contemplated by the Loan Documents, deposit all of its funds in checking accounts, savings accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name; (l) hold its assets in its own name, except as contemplated under the Loan Documents; (m) maintain a sufficient number of employees (which may be zero) for its contemplated business and pay the salaries of such employees from its own funds; and (n) maintain adequate capital for the conduct of its business. SECTION 10.02. Notwithstanding anything to the contrary contained herein, during the Covered Period, the Company, and each Member agrees that the Company, will not: (a) seek or consent to any dissolution, winding up, liquidation, consolidation, merger or sale of all or substantially all of its assets; (b) fail to correct any known misunderstanding regarding its separate identity; (c) except as otherwise contemplated under the Loan Documents, commingle its funds or other assets with those of any other Person; (d) 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 otherwise contemplated or permitted by the Loan Documents (provided, that this provision shall not be deemed to prohibit customary joint and several obligations between the Company and any other entity constituting a borrower under the Loan Documents or whose property or assets have been pledged to secure obligations under the Loan Documents, indemnification and contribution agreements by the Company and its Affiliates entered into under this Agreement or commercially reasonable indemnification obligations incurred in the ordinary course of business of the Company); (e) acquire obligations or securities of its Members; (f) pledge any of its assets for the benefit of any other Person, except as otherwise contemplated or permitted by the Loan Documents; (g) make any loans to any other Person, or buy or hold evidence of indebtedness issued by any other Person (except as provided in the Loan Documents); (h) identify its Members or any of its Affiliates as a division or part of it (except for inclusion in consolidated financial statements of an equity owner); (i) engage (either as transferor or transferee) in any material transaction with any Affiliate other than for fair value and on terms similar to those obtainable in arms-length transactions with unaffiliated parties, or engage in any transaction with any Affiliate involving any intent to hinder, delay or defraud any entity; (j) engage in any business activity or operate for any purpose other than as stated in Section 2.01 of this Agreement; (k) have or create any subsidiaries, or hold any equity interest in any other Person (except to the extent permitted under the Loan Documents and except for the general partner interest held by the Company in the Partnership); or (l) fail to file separate federal or state income tax returns, if required by applicable law. SECTION 10.03. Notwithstanding anything to the contrary contained herein, during the Covered Period, each Equity Member will: (a) observe all customary formalities necessary to maintain its identity as an entity separate and distinct from the Company and all of its other Affiliates; (b) hold itself out as a separate and distinct entity from the Company and not identify the Company as a division of the Equity Member; (c) maintain its books and records and bank accounts separate from any other Person (except that, for accounting and reporting purposes, the Equity Member may be included in the consolidated financial statements of an equity owner of the Equity Member in accordance with GAAP); and (d) hold its assets in its own name.

Separateness Requirements. SECTION 10.01. (a) Notwithstanding anything to the contrary contained herein, during the Covered Period, the Company Partnership and each Member Partner agree that the CompanyPartnership, will: (ai) maintain its books and records and bank accounts separate from those of any other Person (except that, for accounting and reporting purposes, the Company Partnership may be included in the consolidated financial statements of an equity owner of the Company Partnership in accordance with GAAP); (bii) maintain an arm’s length relationship with its MembersPartners, other Affiliates and any other party furnishing services to it; (ciii) maintain its books, records, resolutions and agreements as official records; (div) conduct its business in its own name and through its own authorized officersofficers and agents (except that the Property is operated under the “▇▇▇▇▇ Nursing and Rehabilitation Center” trade name); (ev) prepare and maintain its financial statements, accounting records and other entity documents separate from those of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (ai) above); (fvi) except as contemplated under the Facility Lease, the Loan Documents and under the provisions of paragraph (hviii) below, pay its own liabilities out of its own funds and assets; (gvii) observe all limited liability company partnership formalities necessary to maintain its identity as an entity separate and distinct from the Equity Member and all of its other Affiliates; (hviii) participate in the fair and reasonable allocation, and pay its share, of any and all overhead expenses and other common expenses for facilities, goods or services provided to multiple entities; (iix) use its own stationery, invoices and checks (except when acting in a representative capacity, in which event such capacity shall be disclosed); (jx) hold and identify itself as a separate and distinct entity under its own name and not as a division or part of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (ai) above); (kxi) except as may otherwise be contemplated by the Loan Documents, deposit all of its funds in checking accounts, savings accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name; (lxii) hold its assets in its own name, except as contemplated under the Loan Documents; (mxiii) maintain a sufficient number of employees (which may be zero) for its contemplated business and pay the salaries of such employees from its own funds; and (nxiv) maintain adequate capital for the conduct of its business. SECTION 10.02. (b) Notwithstanding anything to the contrary contained herein, during the Covered Period, the CompanyPartnership, and each Member Partner agrees that the CompanyPartnership, will not: (ai) seek or consent to any dissolution, winding up, liquidation, consolidation, merger or sale of all or substantially all of its assets; (bii) fail to correct any known misunderstanding regarding its separate identity; (ciii) except as otherwise contemplated under the Facility Lease and the Loan Documents, commingle its funds or other assets with those of any other Person; (div) 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 otherwise contemplated or permitted by the Loan Documents (provided, that this provision shall not be deemed to prohibit customary joint and several obligations between the Company and any other entity constituting a borrower under the Loan Documents or whose property or assets have been pledged to secure obligations under the Loan Documents, indemnification and contribution agreements by the Company Partnership and its Affiliates entered into under this Agreement Agreement, the Facility Lease or commercially reasonable indemnification obligations incurred in the ordinary course of business of the CompanyPartnership); (ev) acquire obligations or securities of its MembersPartners; (fvi) pledge any of its assets for the benefit of any other Person, except as otherwise contemplated or permitted by the Loan Documents; (gvii) make any loans to any other Person, or buy or hold evidence of indebtedness issued by any other Person (except as provided in the Loan Documents); (hviii) identify its Members Partners or any of its Affiliates as a division or part of it (except for inclusion in consolidated financial statements of an equity owner); (iix) engage (either as transferor or transferee) in any material transaction with any Affiliate other than for fair value and on terms similar to those obtainable in arms-length transactions with unaffiliated parties, or engage in any transaction with any Affiliate involving any intent to hinder, delay or defraud any entity; (jx) engage in any business activity or operate for any purpose other than as stated in Section 2.01 2 of this Agreement; (kxi) have or create any subsidiaries, or hold any equity interest in any other Person (except to the extent permitted under the Loan Documents and except for the general partner interest held by the Company in the PartnershipDocuments); or (lxii) fail to file separate federal or state income tax returns, if required by applicable law. SECTION 10.03. (c) Notwithstanding anything to the contrary contained herein, during the Covered Period, each Equity Member Partner will: (ai) observe all customary formalities necessary to maintain its identity as an entity separate and distinct from the Company Partnership and all of its other Affiliates; (bii) hold itself out as a separate and distinct entity from the Company Partnership and not identify the Company Partnership as a division of the Equity MemberPartner; (ciii) maintain its books and records and bank accounts separate from any other Person (except that, for accounting and reporting purposes, the Equity Member Partner may be included in the consolidated financial statements of an equity owner of the Equity Member Partner in accordance with GAAP); and (div) hold its assets in its own name.

Separateness Requirements. SECTION 10.01. 10.01 Notwithstanding anything to the contrary contained herein, during the Covered Period, the Company and each Member agree that the Company, will: (a) maintain its books and records and bank accounts separate from those of any other Person (except that, for accounting and reporting purposes, the Company may be included in the consolidated financial statements of an equity owner of the Company in accordance with GAAP); (b) maintain an arm’s length relationship with its Members, other Affiliates and any other party furnishing services to it; (c) maintain its books, records, resolutions and agreements as official records; (d) conduct its business in its own name and through its own authorized officersofficers and agents (except that the Facility is operated under the “Pleasant View” trade name); (e) prepare and maintain its financial statements, accounting records and other entity documents separate from those of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (a) above); (f) except as contemplated under the Facility Lease and the Loan Documents and under the provisions of paragraph (h) below, pay its own liabilities out of its own funds and assets; (g) observe all limited liability company formalities necessary to maintain its identity as an entity separate and distinct from the Equity Member and all of its other Affiliates; (h) participate in the fair and reasonable allocation, and pay its share, of any and all overhead expenses and other common expenses for facilities, goods or services provided to multiple entities; (i) use its own stationery, invoices and checks (except when acting in a representative capacity, in which event such capacity shall be disclosed); (j) hold and identify itself as a separate and distinct entity under its own name and not as a division or part of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (a) above); (k) except as may otherwise be contemplated by the Facility Lease and the Loan Documents, deposit all of its funds in checking accounts, savings accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name; (l) hold its assets in its own name, except as contemplated under the Facility Lease and the Loan Documents; (m) maintain a sufficient number of employees (which may be zero) for its contemplated business and pay the salaries of such employees from its own funds; and (n) maintain adequate capital for the conduct of its business. SECTION 10.02. 10.02 Notwithstanding anything to the contrary contained herein, during the Covered Period, the Company, and each Member agrees that the Company, will not: (a) seek or consent to any dissolution, winding up, liquidation, consolidation, merger or sale of all or substantially all of its assets; (b) fail to correct any known misunderstanding regarding its separate identity; (c) except as otherwise contemplated under the Facility Lease and the Loan Documents, commingle its funds or other assets with those of any other Person; (d) 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 otherwise contemplated or permitted by the Loan Documents (provided, that this provision shall not be deemed to prohibit customary joint and several obligations between the Company and any other entity constituting a borrower under the Loan Documents or whose property or assets have been pledged to secure obligations under the Loan Documents, indemnification and contribution agreements by the Company and its Affiliates entered into under this Agreement or the Facility Lease, or (to the extent permitted or not prohibited under the Loan Documents) commercially reasonable indemnification obligations incurred in the ordinary course of business of the Company); (e) acquire obligations or securities of its Members; (f) pledge any of its assets for the benefit of any other Person, except as otherwise contemplated or permitted by the Loan Documents; (g) make any loans to any other Person, or buy or hold evidence of indebtedness issued by any other Person (except as provided in the Loan Documents); (h) identify its Members or any of its Affiliates as a division or part of it (except for inclusion in consolidated financial statements of an equity owner); (i) engage (either as transferor or transferee) in any material transaction with any Affiliate other than for fair value and on terms similar to those obtainable in arms-length transactions with unaffiliated parties, or engage in any transaction with any Affiliate involving any intent to hinder, delay or defraud any entity; (j) engage in any business activity or operate for any purpose other than as stated in Section 2.01 of this Agreement; (k) have or create any subsidiaries, or hold any equity interest in any other Person (except to the extent permitted under the Loan Documents and except for the general partner interest held by the Company in the PartnershipDocuments); or (l) fail to file separate federal or state income tax returns, if required by applicable law. SECTION 10.03. 10.03 Notwithstanding anything to the contrary contained herein, during the Covered Period, each Equity Member will: (a) observe all customary formalities necessary to maintain its identity as an entity separate and distinct from the Company and all of its other Affiliates; (b) hold itself out as a separate and distinct entity from the Company and not identify the Company as a division of the Equity Member; (c) maintain its books and records and bank accounts separate from any other Person (except that, for accounting and reporting purposes, the Equity Member may be included in the consolidated financial statements of an equity owner of the Equity Member in accordance with GAAP); and (d) hold its assets in its own name.

Separateness Requirements. SECTION 10.01. Notwithstanding anything to the contrary contained herein, during the Covered Period, the Company and each Member agree that the Company, will: (a) maintain its books and records and bank accounts separate from those of any other Person (except that, for accounting and reporting purposes, the Company may be included in the consolidated financial statements of an equity owner of the Company in accordance with GAAP); (b) maintain an arm’s length relationship with its Members, . other Affiliates and any other party furnishing services to it; (c) maintain its books, records, resolutions and agreements as official records; (d) conduct its business in its own name and through its own authorized officersofficers and agents; (e) prepare and maintain its financial statements, accounting records and other entity documents separate from those of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (a) above); (f) except as contemplated under the Loan Documents and under the provisions of paragraph (h) below, pay its own liabilities out of its own funds and assets; (g) observe all limited liability company formalities necessary to maintain its identity as an entity separate and distinct from the Equity Member and all of its other Affiliates; (h) participate in the fair and reasonable allocation, and pay its share, of any and all overhead expenses and other common expenses for facilities, goods or services provided to multiple entities; (i) use its own stationery, invoices and checks (except when acting in a representative capacity, in which event such capacity shall be disclosed); (j) hold and identify itself as a separate and distinct entity under its own name and not as a division or part of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (a) above); (k) except as may otherwise be contemplated by the Loan Documents, deposit all of its funds in checking accounts, savings accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name; (l) hold its assets in its own name, except as contemplated under the Loan Documents; (m) maintain a sufficient number of employees (which may be zero) for its contemplated business and pay the salaries of such employees from its own funds; and (n) maintain adequate capital for the conduct of its business. SECTION 10.02. Notwithstanding anything to the contrary contained herein, during the Covered Period, the Company, and each Member agrees that the Company, will not: (a) seek or consent to any dissolution, winding up, liquidation, consolidation, merger or sale of all or substantially all of its assets; (b) fail to correct any known misunderstanding regarding its separate identity; (c) except as otherwise contemplated under the Loan Documents, commingle its funds or other assets with those of any other Person; (d) 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 otherwise contemplated or permitted by the Loan Documents (provided, that this provision shall not be deemed to prohibit customary joint and several obligations between the Company and any other entity constituting a borrower under the Loan Documents or whose property or assets have been pledged to secure obligations under the Loan Documents, indemnification and contribution agreements by the Company and its Affiliates entered into under this Agreement Agreement, or (to the extent permitted or not prohibited under the Loan Documents) commercially reasonable indemnification obligations incurred in the ordinary course of business of the Company); (e) acquire obligations or securities of its Members; (f) pledge any of its assets for the benefit of any other Person, except as otherwise contemplated or permitted by the Loan Documents; (g) make any loans to any other Person, or buy or hold evidence of indebtedness issued by any other Person (except as provided in the Loan Documents); (h) identify its Members or any of its Affiliates as a division or part of it (except for inclusion in consolidated financial statements of an equity owner); (i) engage (either as transferor or transferee) in any material transaction with any Affiliate other than for fair value and on terms similar to those obtainable in arms-length transactions with unaffiliated parties, or engage in any transaction with any Affiliate involving any intent to hinder, delay or defraud any entity; (j) engage in any business activity or operate for any purpose other than as stated in Section 2.01 of this Agreement; (k) have or create any subsidiaries, or hold any equity interest in any other Person (except to the extent permitted under the Loan Documents and except for the general partner interest held by the Company in the PartnershipDocuments); or (l) fail to file separate federal or state income tax returns, if required by applicable law. SECTION 10.03. Notwithstanding anything to the contrary contained herein, during the Covered Period, each Equity Member will: (a) observe all customary formalities necessary to maintain its identity as an entity separate and distinct from the Company and all of its other Affiliates; (b) hold itself out as a separate and distinct entity from the Company and not identify the Company as a division of the Equity Member; (c) maintain its books and records and bank accounts separate from any other Person (except that, for accounting and reporting purposes, the Equity Member may be included in the consolidated financial statements of an equity owner of the Equity Member in accordance with GAAP); and (d) hold its assets in its own name.

Separateness Requirements. SECTION 10.01. (a) Notwithstanding anything to the contrary contained herein, during the Covered Period, the Company Partnership and each Member Partner agree that the CompanyPartnership, will: (ai) maintain its books and records and bank accounts separate from those of any other Person (except that, for accounting and reporting purposes, the Company Partnership may be included in the consolidated financial statements of an equity owner of the Company Partnership in accordance with GAAP); (bii) maintain an arm’s length relationship with its MembersPartners, other Affiliates and any other party furnishing services to it; (ciii) maintain its books, records, resolutions and agreements as official records; (div) conduct its business in its own name and through its own authorized officersofficers and agents (except that the Facilities are operated under the “Pennsburg Manor” and “▇▇▇▇▇▇▇ ▇▇▇▇” trade names); (ev) prepare and maintain its financial statements, accounting records and other entity documents separate from those of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (ai) above); (fvi) except as contemplated under the Facility Leases and the Loan Documents and under the provisions of paragraph (hviii) below, pay its own liabilities out of its own funds and assets; (gvii) observe all limited liability company partnership formalities necessary to maintain its identity as an entity separate and distinct from the Equity Member and all of its other Affiliates; (hviii) participate in the fair and reasonable allocation, and pay its share, of any and all overhead expenses and other common expenses for facilities, goods or services provided to multiple entities; (iix) use its own stationery, invoices and checks (except when acting in a representative capacity, in which event such capacity shall be disclosed); (jx) hold and identify itself as a separate and distinct entity under its own name and not as a division or part of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (ai) above); (kxi) except as may otherwise be contemplated by the Loan Documents, deposit all of its funds in checking accounts, savings accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name; (lxii) hold its assets in its own name, except as contemplated under the Loan Documents; (mxiii) maintain a sufficient number of employees (which may be zero) for its contemplated business and pay the salaries of such employees from its own funds; and (nxiv) maintain adequate capital for the conduct of its business. SECTION 10.02. (b) Notwithstanding anything to the contrary contained herein, during the Covered Period, the CompanyPartnership, and each Member Partner agrees that the CompanyPartnership, will not: (ai) seek or consent to any dissolution, winding up, liquidation, consolidation, merger or sale of all or substantially all of its assets; (bii) fail to correct any known misunderstanding regarding its separate identity; (ciii) except as otherwise contemplated under the Facility Leases and the Loan Documents, commingle its funds or other assets with those of any other Person; (div) 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 otherwise contemplated or permitted by the Loan Documents (provided, that this provision shall not be deemed to prohibit customary joint and several obligations between the Company and any other entity constituting a borrower under the Loan Documents or whose property or assets have been pledged to secure obligations under the Loan Documents, indemnification and contribution agreements by the Company Partnership and its Affiliates entered into under this Agreement Agreement, the Facility Leases or commercially reasonable indemnification obligations incurred in the ordinary course of business of the CompanyPartnership); (ev) acquire obligations or securities of its MembersPartners; (fvi) pledge any of its assets for the benefit of any other Person, except as otherwise contemplated or permitted by the Loan Documents; (gvii) make any loans to any other Person, or buy or hold evidence of indebtedness issued by any other Person (except as provided in the Loan Documents); (hviii) identify its Members Partners or any of its Affiliates as a division or part of it (except for inclusion in consolidated financial statements of an equity owner); (iix) engage (either as transferor or transferee) in any material transaction with any Affiliate other than for fair value and on terms similar to those obtainable in arms-length transactions with unaffiliated parties, or engage in any transaction with any Affiliate involving any intent to hinder, delay or defraud any entity; (jx) engage in any business activity or operate for any purpose other than as stated in Section 2.01 2 of this Agreement; (kxi) have or create any subsidiaries, or hold any equity interest in any other Person (except to the extent permitted under the Loan Documents and except for the general partner interest held by the Company in the PartnershipDocuments); or (lxii) fail to file separate federal or state income tax returns, if required by applicable law. SECTION 10.03. (c) Notwithstanding anything to the contrary contained herein, during the Covered Period, each Equity Member Partner will: (ai) observe all customary formalities necessary to maintain its identity as an entity separate and distinct from the Company Partnership and all of its other Affiliates; (bii) hold itself out as a separate and distinct entity from the Company Partnership and not identify the Company Partnership as a division of the Equity MemberPartner; (ciii) maintain its books and records and bank accounts separate from any other Person (except that, for accounting and reporting purposes, the Equity Member Partner may be included in the consolidated financial statements of an equity owner of the Equity Member Partner in accordance with GAAP); and (div) hold its assets in its own name.