Separate Existence definition

Separate Existence. MFC shall take all reasonable steps (including, without limitation, all steps that the Agent may from time to time reasonably request) to maintain MFC's identity as a separate legal entity from the Purchaser and to make it manifest to third parties that MFC is an entity with assets and liabilities distinct from those of the Purchaser and each other Affiliate thereof. Without limiting the generality of the foregoing, MFC shall: account for and manage its liabilities separately from those of the Purchaser, including, without limitation, payment of all payroll and other administrative expenses and taxes from its own assets (it being understood, however, that Borrower is a "disregarded entity" for tax purposes); maintain its assets separately from the Purchaser; maintain offices through which its business is conducted separate from those of the Purchaser (provided that, to the extent that the Servicer and any of its Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs and expenses among them, and each such entity shall bear its fair share of such expenses); not commingle its funds with those of the Purchaser except to the extent contemplated herein or in the Receivables Financing Agreement, or use its funds for other than the MFC's uses; and ensure that any financial reports required of MFC shall comply with GAAP and shall be issued separately from, but may be consolidated with, any reports prepared by the Purchaser.
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Examples of Separate Existence in a sentence

  • Separate Existence of the Credit Parties ...............................................

  • Such Borrower is and since the date of its formation has at all times been in compliance with Section 5.01(g) (Separate Existence).

  • Separate Existence of the Company The Company (or any permitted successor thereof under Article V) shall maintain its status as a separate legal entity from AAC and its other Affiliates.

  • Separate Existence of the Borrower 78 ARTICLE VIII ADMINISTRATION AND COLLECTION OF RECEIVABLES 81 SECTION 8.01.

  • Separate Existence; No Commingling.............................................................

  • Deliver to each Funding Agent within one hundred and twenty (120) days after the end of each fiscal year of HVF III, the financial statements required pursuant to Section 8.24(f) (Maintenance of Separate Existence) of the Base Indenture.

  • As such, the purpose for which the Company is formed is limited solely to the following activities:, Separate Existence.

  • Separate Existence of the Borrower 92 ARTICLE IX ADMINISTRATION AND COLLECTION OF RECEIVABLES 97 Section 9.01.

  • Maintenance of Separate Existence; Prohibited Transactions....................................

  • Separate Existence of the Credit Parties 46 ARTICLE IX SECURITY INTEREST 48 SECTION 9.01.

Related to Separate Existence

  • Pre-Existing IPR means any Intellectual Property Rights vested in or licensed to the Customer or the Service Provider prior to or independently of the performance by the Customer or the Service Provider of their obligations under this Contract and in respect of the Customer includes, guidance, specifications, instructions, toolkits, plans, data, drawings, databases, patents, patterns, models and designs.

  • Pre-existing IP means IP conceived or developed prior to or independent of performance of this Order. Each party will retain full right, title and interest in and to any Pre-existing IP. Seller will not use any Pre- existing IP in connection with this Order without first obtaining from the owner any rights necessary to enable Seller to fully comply with the terms of this Order. Agilent grants Seller a non-exclusive, non-transferable license (without the right to sublicense) to use and reproduce Agilent's Pre-existing IP provided by Agilent to Seller pursuant to this Order, solely to the extent necessary for Seller to perform its obligations under this Order.

  • Pre-Existing Condition means an illness, disease, or other condition during the 180 day period immediately prior to the Effective Date of Your coverage for which You or Your Traveling Companion, Business Partner or Family Member: 1) received or received a recommendation for a test, examination, or medical treatment; or 2) took or received a prescription for drugs or medicine. Item (2) of this definition does not apply to a condition which is treated or controlled solely through the taking of prescription drugs or medicine and remains treated or controlled without any adjustment or change in the required prescription throughout the 180 day period before Your coverage is effective under this policy.

  • Pre-existing Condition(s) means, in respect of the Insured Person, any Sickness, Disease, Injury, physical, mental or medical condition or physiological degradation, including Congenital Condition, that has existed prior to the Policy Issuance Date or the Policy Effective Date, whichever is the earlier. An ordinary prudent person shall be reasonably aware of a Pre- existing Condition, where -

  • Pre-Existing Intellectual Property means intellectual property developed prior to or outside the scope of this Contract, and any derivatives of that intellectual property.