Separate Operations Clause Examples

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) Licensee will operate the Vacation Ownership Business and related businesses as owned and/or operated by Bluegreen and its Subsidiaries at the Bluegreen Effective Time (the “Bluegreen Business”) as a Separate Operation; provided, however, that Licensee shall not be prohibited from holding the Bluegreen Business in a Subsidiary that uses the Licensed Marks as a corporate, trade or d/b/a name. (b) The Parties agree to use good faith efforts to modify the scope of the defined term “Separate Operation” and memorialize the terms of any such modifications in an amendment to the Existing Agreement. For the avoidance of doubt, if the Parties are unable to develop mutually acceptable modifications pursuant to this Section 1.1(b), Licensee will continue to operate the Bluegreen Business as a Separate Operation pursuant to Section 1.1(a).

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 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. Borrower shall take all reasonable steps necessary to maintain its status as a separate legal entity and to make it manifest to third parties that Borrower is an entity with assets and liabilities separate and distinct from its Subsidiaries, and any other Affiliates. Without limiting the generality of the foregoing, Borrower shall maintain separate bank accounts from its Affiliates and shall not commingle its funds with the funds of its Affiliates.

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. Cause each of its Dividend Restricted Subsidiaries to conduct its business and operations separately from that of each Borrower and its Subsidiaries, including (i) not allowing funds or other assets of any of its Dividend Restricted Subsidiaries to be commingled with the funds or other assets of either Borrower or its Subsidiaries except to the extent segregated in the Borrowers' books and records and by intercompany accounts, (ii) maintaining with respect to each of its Dividend Restricted Subsidiaries corporate and financial records separate from those of either Borrower and its Subsidiaries and observing appropriate corporate or other organizational formalities, including maintaining corporate or other organizational minute books and acting pursuant to corporate or other organizational resolutions, and

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. 58 7.17 Post-Closing Matters.......................................................... 58 ARTICLE VIII NEGATIVE COVENANTS