Common use of Substantive Consolidation Clause in Contracts

Substantive Consolidation. Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Company’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 Company 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:

Appears in 8 contracts

Samples: Purchase and Sale Agreement (Cincinnati Bell Inc), Purchase and Sale Agreement (Fleetcor Technologies Inc), Purchase and Sale Agreement (Cooper Tire & Rubber Co)

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Substantive Consolidation. Each The Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Company’s identity as a legal entity separate from such the Originator and its Affiliates. Therefore, from and after the date hereof, each the Originator shall take all reasonable steps necessary to make it apparent to third Persons that the Company is an entity with assets and liabilities distinct from those of such the Originator and any other Person, and is not a division of such the 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 the Originator shall take such actions as shall be required in order that:

Appears in 4 contracts

Samples: Purchase and Sale Agreement (Ugi Corp /Pa/), Purchase and Sale Agreement (Owens Corning), Purchase and Sale Agreement (Ugi Corp /Pa/)

Substantive Consolidation. Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Company’s '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 Company 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:

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Atrium Companies Inc), Purchase and Sale Agreement (Kulicke & Soffa Industries Inc), Purchase and Sale Agreement (CSS Industries Inc)

Substantive Consolidation. Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Company’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 Company is an entity with assets and liabilities distinct from those of such Originator and any other Personor its Affiliates, and is not a division of such Originator, Originator or its Affiliates or any other PersonAffiliates. 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:

Appears in 3 contracts

Samples: Purchase and Sale Agreement (VWR Funding, Inc.), Amended and Restated Purchase and Sale Agreement (Avantor, Inc.), Purchase and Sale Agreement (Avantor, Inc.)

Substantive Consolidation. Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the CompanyPurchaser’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 Company Purchaser 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:

Appears in 2 contracts

Samples: Canadian Purchase and Sale Agreement (Cincinnati Bell Inc), Canadian Purchase and Sale Agreement (Cincinnati Bell Inc)

Substantive Consolidation. Each The Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Company’s 's identity as a legal entity separate from such the Originator and its Affiliates. Therefore, from and after the date hereof, each the Originator shall take all reasonable steps necessary to make it apparent to third Persons that the Company is an entity with assets and liabilities distinct from those of such the Originator and any other Person, and is not a division of such the 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 the Originator shall take such actions as shall be required in order that:

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Church & Dwight Co Inc /De/), Purchase and Sale Agreement (Ugi Corp /Pa/)

Substantive Consolidation. Each Originator The Originators hereby acknowledges acknowledge that this Agreement and the other Transaction Documents are being entered into in reliance upon the Company’s identity as a legal entity separate from such Originator the Originators and its their Affiliates. Therefore, from and after the date hereof, each Originator the Originators shall take all reasonable steps necessary to make it apparent to third Persons that the Company is an entity with assets and liabilities distinct from those of such any Originator and any other Person, and is not a division of such any 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 the Originators shall take such actions as shall be required in order that:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Aar Corp)

Substantive Consolidation. Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Company’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 Company 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:: 9205569 09039541

Appears in 1 contract

Samples: Joinder Agreement (Patriot Coal CORP)

Substantive Consolidation. Each The Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Company’s 's identity as a legal entity separate from such the Originator and its Affiliates. Therefore, from and after the date hereof, each the Originator shall take all reasonable steps necessary to make it apparent to third Persons that the Company is an entity with assets and liabilities distinct from those of such the Originator and any other Person, and is not a division of such the Originator, its Affiliates an Affiliate of the Originator 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 the Originator shall take such actions as shall be required in order that:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Lesco Inc/Oh)

Substantive Consolidation. Each The Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Company’s identity as a legal entity separate from such the Originator and its Affiliates. Therefore, from and after the date hereof, each the Originator shall take all reasonable steps necessary to make it apparent to third Persons that the Company is an entity with assets and liabilities distinct from those of such the Originator and any other Person, or its Affiliates and is not a division of such Originator, the Originator or its Affiliates or any other PersonAffiliates. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, such the Originator shall take such actions as shall be required in order that:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Synchronoss Technologies Inc)

Substantive Consolidation. Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the CompanyBuyer’s identity as a legal entity separate from such Originator and its Affiliateseach Originator. Therefore, from and after the date hereof, each Originator shall take all reasonable steps necessary to make it apparent to third Persons that the Company Buyer is an entity with assets and liabilities distinct from those of such each Originator and any other Person, and is not a division of such any other Originator, its any Affiliates of the Originators 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 each Originator shall take such actions as shall be required in order that:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Kansas City Power & Light Co)

Substantive Consolidation. Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Company’s identity as a legal entity separate from such Originator and its their respective 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 Company 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:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Fleetcor Technologies Inc)

Substantive Consolidation. Each TheEach Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Company’s identity as a legal entity separate from such thesuch Originator and its Affiliates. Therefore, from and after the date hereof, each thesuch Originator shall take all reasonable steps necessary to make it apparent to third Persons that the Company is an entity with assets and liabilities distinct from those of such thesuch Originator and any other Person, and is not a division of such thesuch 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 thesuch Originator shall take such actions as shall be required in order that:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Owens Corning)

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Substantive Consolidation. Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Company’s identity as a legal entity separate from such Originator and its Affiliates. Therefore, from and after the date hereof, each such Originator shall take all reasonable steps necessary to make it apparent to third Persons that the Company 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:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Owens Corning)

Substantive Consolidation. Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the CompanyBuyer’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 Company 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:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Meritor Inc)

Substantive Consolidation. Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the CompanySeller’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 Company Seller 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:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Arch Western Resources LLC)

Substantive Consolidation. Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Company’s '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 Company is an entity with assets and liabilities distinct from those of such Originator and any other Person, and is not a division or department 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:

Appears in 1 contract

Samples: Purchase and Sale Agreement (York International Corp /De/)

Substantive Consolidation. Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Company’s 's identity as a legal entity separate from such each 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 Company is an entity with assets and liabilities distinct from those of such each Originator and any other Person, and is not a division of such any other 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 the Originators shall take such actions as shall be required in order that:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Consol Energy Inc)

Substantive Consolidation. Each The Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Company’s 's identity as a legal entity separate from such the Originator and its Affiliates. Therefore, from and after the date hereof, each the Originator shall take all reasonable steps necessary to make it apparent to third Persons that the Company is an entity with assets 18 and liabilities distinct from those of such the Originator and any other Person, and is not a division of such the 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 the Originator shall take such actions as shall be required in order that:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Louisville Gas & Electric Co /Ky/)

Substantive Consolidation. Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Company’s 's identity as a legal entity separate from such the 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 Company 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:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Werner Holding Co Inc /De/)

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