Separateness Requirements Sample Clauses

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 contain...

Separateness Requirements. The Agent shall have received evidence satisfactory to it that Borrower is in compliance with the Separateness Requirements on the Closing Date.

Separateness Requirements. Each of the Loan Parties has and is, and is causing its Subsidiaries to have been and to be, in compliance in all material respects with the Separateness Requirements.

Separateness Requirements. SECTION 11.01. So long as any indebtedness is outstanding under the Loan Documents, the Company will -- (a) maintain records and books of account separate from those of any other Person; (b) maintain financial statements separate from those of any other Person (except that the Company may be included in consolidated financial statements of another Person where required by GAAP); (c) except for certain overhead and transaction costs that are allocated on a reasonable basis among the Company and certain of its Affiliates, pay its own liabilities from its own funds and pay the salaries of its own employees, if any; (d) participate in the fair and reasonable allocation of any and all overhead expenses and other common expenses for facilities, goods, or services provided to multiple entities;

Separateness Requirements. (a) Notwithstanding any provision in this Agreement to the contrary, in order to preserve and ensure its separate and distinct identity, in addition to the other provisions set forth in this Agreement, the Company has conducted and shall conduct its affairs in accordance with the following provisions (all statements which follow which refer to past conduct shall be applicable to all times since the Company’s formation and all statements which refer to future conduct shall be applicable at all times during the Covered Period): (i) The Company has not owned, does not own and will not own any asset or property other than (i) the Property, and (ii) incidental personal property necessary for the ownership or operation of the Property. (ii) The Company will not engage in any business other than to purchase, own, hold, sell, trade, assign, transfer, operate, develop, lease, manage, mortgage, pledge and otherwise operate and deal with the Property and to enter into and perform its obligations under the Equity Wrap Documents. (iii) Except as permitted by Equity Wrap Documents, the Company has not entered into and will not enter into any contract or agreement with (i) any Affiliate of the Company, (ii) any constituent party of the Company, (iii) any guarantor (an “Indemnitor”) of the Obligations or any part thereof, or (iv) any Affiliate of any constituent party of the Company or any Indemnitor, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s length basis with third parties other than any such party. The Company has maintained and will maintain an arm’s length relationship with its Affiliates. (iv) The Company will not incur, create or assume any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (i) unsecured trade payables incurred in the ordinary course of its business of owning and operating the Property, provided that such trade payables (A) are not evidenced by a note, and (B) are not, unless being contested in accordance with the terms of the Deed of Trust, outstanding for more than sixty (60) days from the date incurred with trade creditors and are in amounts as are normal and reasonable under the circumstances, and (ii) such other indebtedness that is permitted by the Equity Wrap Documents. No indebtedness may be secured (senior, subordinate or pari passu) by the Property. Notwithstanding any oth...

Separateness Requirements. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries to, engage in any activity prohibited by the Separateness Requirements.

Separateness Requirements. 58 -x- TABLE OF CONTENTS (continued) Section 2.05. Delivery of Mortgage Files......................................................61 Section 2.06. REMIC Election for REMIC I......................................................63

Separateness Requirements. Section 4.1 Limitations on the Company's Activities....................................... 4 Section 4.2

Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following: (i) except as expressly permitted by this Agreement, maintain its books, records, bank accounts and files separate from those of any other Person; (ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets; (iii) consider the interests of the Trust's creditors in connection with its actions; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust; (v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person; (vi) allocate and charge fairly and reasonably any overhead shared with any other Person; (vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;