Separate Operations Clause Samples

Separate Operations. Contractor will not combine its business operations in any way with the City’s business operations and each party shall maintain their operations as separate and distinct.

Separate Operations. The Borrower will at all times maintain and ------------------- observe policies and procedures to insure that its operations are separate and distinct from the operations of Borrower's Affiliates.

Separate Operations. (a) Subject to and in accordance with the terms of this Amendment, Licensee may: (i) offer, sell, and operate HGV Max as a membership offering that will provide access across all or a portion of the Licensed Exchange Program, all or a portion of the New Brand Licensed Vacation Ownership Properties, and all or a portion of Diamond Properties that are not Converted Properties, along with access to certain other agreed benefits; (ii) operate and market HGV Max using the Loyalty Program, Licensed IP, and Hilton Data; (iii) advertise, market, and present HGV Max to the public as being associated with the Licensed Vacation Ownership Business; and (iv) engage in all other activities that are consistent with or permitted by the A&R Agreement and this Amendment with respect to its marketing and sale of HGV Max in connection with the Diamond Properties that become New Brand Licensed Vacation Ownership Properties, and Diamond Sales Facilities that become Rebranded Sales Facilities. (b) Except as described in this Amendment, Section 9.3(c) of the A&R Agreement shall remain in effect.

Separate Operations. The General Partner shall cause the Partnership to conduct its business and operations separate and apart from that of the General Partner and any of its affiliates, including, without limitation, (i) segregating Partnership assets and not allowing funds or other assets of the Partnership to be commingled with the funds or other assets of, held by, or registered in the name of, the General Partner or any of its affiliates, (ii) maintaining books and financial records of the Partnership separate from the books and financial records of the General Partner and its affiliates, and observing all Partnership procedures and formalities, including, without limitation, maintaining minutes of the Partnership meetings and acting on behalf of the Partnership only pursuant to due authorization of the Partners as required in this Agreement, (iii) causing the Partnership to pay its liabilities when due from assets of the Partnership, and (iv) causing the Partnership to conduct its dealings with third parties in its own name and as a separate and independent entity.

Separate Operations. Each Borrower shall and shall cause its Subsidiaries to take all reasonable steps necessary to maintain its status as a separate legal entity and to make it manifest to third parties that such Person is an entity with assets and liabilities separate and distinct from its Subsidiaries and any other Affiliates. Without limiting the generality of the foregoing, each Borrower shall and shall cause it Subsidiaries to maintain separate bank accounts from its Affiliates, shall not commingle its funds with the funds of its Affiliates, and shall comply with, and not amend without Agent’s prior written consent, the provisions of its organizational documents relating to the maintenance of the entity as a separate entity.

Separate Operations. From and after the Asset Transfer Date, the CLR Business shall be operated as a stand-alone business. Culbro agrees that unless and until the Distribution is abandoned pursuant to Section 10.07 below, Culbro will not cause CLR to make any distribution, in cash or otherwise, to Culbro.

Separate Operations. Notwithstanding any other provision of this Agreement or any provision of law that otherwise so empowers the Company, (i) from and after the date of this Agreement and until the Loan and all other monetary obligations of the Company under the Loan Documents are indefeasibly and fully satisfied, the Company shall not take any of the following actions without the prior written consent of the Lender: (1) incur any indebtedness or liabilities other than the Loan and other monetary obligations under the Loan Documents, trade payables and taxes incurred in the ordinary course of the Company's business, and indebtedness or liabilities permitted by the terms of the Loan Agreement, (2) dissolve or liquidate, in whole or in part, consolidate or merge with or into any other Person, or sell, convey, or transfer any of its assets (except to the extent such actions are permitted by the terms of the Loan Agreement); (3) amend, alter, change or repeal any of the provisions of Sections 2.3 or 6.4(a) of this Agreement, and (ii) the Company shall conduct its dealings with its Affiliates on an independent and arm's-length basis and on commercially reasonable terms, and shall observe and maintain its legal existence as separate and distinct from any other Person. Without limiting the generality of the foregoing, the Company shall, in order to preserve and ensure its separate and distinct identity: (A) maintain books, financial records and bank accounts that are separate and distinct from the books, financial records and bank accounts of any other Person; (B) not commingle any of its assets, funds or liabilities with the assets, funds or liabilities of any other Person; (C) observe all appropriate limited liability company procedures and formalities; (D) pay its own liabilities, losses and expenses only out of its own funds; (E) not guarantee or become obligated for the debts or obligations of any other Person; (F) not hold out its credit as being available to satisfy the debts or obligations of any other Person; (G) hold itself out as an entity separate and distinct from any other Person (including its Affiliates); (H) correct any known misunderstanding regarding its separate identity; (I) not make any loans to any Person or buy or hold any indebtedness issued by any other Person (except for cash and investment-grade securities); (J) conduct its own business in its own name; (K) hold all of its assets in its own name; (L) not pledge its assets for the benefit of any other Pers...

Separate Operations. Subject to the immediately following sentence, the BORROWERS shall at all times maintain MERGER PARTNER as a separate legal entity, which shall constitute a wholly-owned SUBSIDIARY of AVATECH. Until such time as the BORROWERS and MERGER PARTNER have established a single credit facility consolidating the LOAN and the RAND PNC LOAN, the BORROWERS and MERGER PARTNER shall: (a) maintain separate books and records and bank accounts, including separate accounts receivable and accounts payable records; (b) prepare separate financial statements; (c) maintain their respective assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets; (d) allocate and charge fairly and reasonably any shared employee or overhead costs; (e) not extend any intercompany loans, advances, transfers, capital transactions or similar transactions; and (f) not commingle their respective assets or funds.

Separate Operations. Policy: Alberta PowerLine business and affairs will be managed separately from the business and affairs of its Non-Utility Affiliates, except as required to fulfill corporate governance, policy, and strategic direction responsibilities of Canadian Utilities and ATCO.