Company Separateness. In addition to the foregoing, the -------------------- Manager shall conduct the affairs of the Company in the following manner so that: (i) the business and affairs of the Company will be managed by or under the direction of the Manager; (ii) the Company will observe all corporate formalities and will maintain separate bank accounts, corporate records and books of account from those of any direct or ultimate parent of the Company or any subsidiary or any other SPE or Affiliate of any such parent; (iii) the Company will pay from its funds and assets all obligations and indebtedness incurred by it; (iv) the Company's assets shall not be commingled with those of any other entity except as permitted by the Securitization Documents; (v) the Company shall maintain an office or area separate from any direct, indirect or ultimate parent of the Company (which area may be within the premises of the parent of the Company); (vi) the Company shall maintain an arm's length relationship with its Affiliates and conduct all transactions with Affiliates on commercially reasonable terms; (vii) the Company shall pay the salaries of its own employees and maintain sufficient number of employees in light of its contemplated business operations; (viii) the Company shall not guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others; (ix) the Company shall not acquire obligations or securities of its member; (x) the Company shall pay its expenses from its own funds and shall allocate fairly and reasonably any overhead for shared office space; (xi) the Company shall use separate stationery, invoices, and checks; (xii) the Company shall not pledge its assets for the benefit of any other entity or make any loans or advances to any entity except as contemplated by the Securitization Documents; (xiii) the Company shall hold itself out as a separate entity; (xiv) the Company shall correct any known misunderstanding regarding its separate entity; (xv) the Company shall maintain adequate capital in light of its contemplated business operations; (xvi) the Company shall maintain separate financial statements; (xvii) the Company shall not become involved in the day to day management of any Affiliate; (xviii) the Company shall operate so as not to be substantively consolidated with any Affiliate; (xix) the Company shall not act as agent of any Affiliate; and (xx) the Company shall conduct its own business in its own name.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Ikon Receivables Funding LLC), Limited Liability Company Agreement (Ikon Receivables LLC)
Company Separateness. In addition to the foregoing, the -------------------- Manager shall conduct the affairs of the Company in the following manner so that: (i) the business and affairs of the Company will be managed by or under the direction of the Manager; (ii) the Company will observe all corporate formalities and will maintain separate bank accounts, corporate records and books of account from those of any direct or ultimate parent of the Company or any subsidiary or any other SPE or Affiliate of any such parent; (iii) the Company will pay from its funds and assets all obligations and indebtedness incurred by it; (iv) the Company's assets shall not be commingled with those of any other entity except as permitted by the Securitization Documents; (v) the Company shall maintain an office or area separate from any direct, indirect or ultimate parent of the Company (which area may be within the premises of the parent of the Company); (vi) the Company shall maintain an arm's length relationship with its Affiliates and conduct all transactions with Affiliates on commercially reasonable terms; (vii) the Company shall pay the salaries of its own employees and maintain sufficient number of employees in light of its contemplated business operations; (viii) the Company shall not guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others; (ix) the Company shall not acquire obligations or securities of its member; (x) the Company shall pay its expenses from its own funds and shall allocate fairly and reasonably any overhead for shared office space; (xi) the Company shall use separate stationery, invoices, and checks; (xii) the Company shall not pledge its assets for the benefit of any other entity or make any loans or advances to any entity except as contemplated by the Securitization Documents; (xiii) the Company shall hold itself out as a separate entity; (xiv) the Company shall correct any known misunderstanding regarding its separate entity; (xv) the Company shall maintain adequate capital in light of its contemplated business operations; (xvi) the Company shall maintain separate financial statements; (xvii) the Company shall not become involved in the day to day management of any Affiliate; (xviii) the Company shall operate so as not to be substantively consolidated with any Affiliate; (xix) the Company shall not act as agent of any Affiliate; and (xx) the Company shall conduct its own business in its own name.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Ikon Receivables Funding LLC), Limited Liability Company Agreement (Ikon Receivables Funding LLC)
Company Separateness. In addition to the foregoing, the -------------------- Manager shall conduct the affairs of the Company in the following manner so that: :
(i) the business and affairs of the Company will be managed by or under the direction of the Manager; (ii) the Company will observe all corporate limited liability company formalities and will maintain separate bank accounts, corporate records and company records, books of account from those of any direct or ultimate parent of the Company or any subsidiary or any other SPE or Affiliate of any such parent; and financial statements and shall maintain its books, records, resolutions and agreements as official records;
(iiiii) the Company will pay from its funds and assets all obligations and indebtedness incurred by it; provided that the organizational expenses of the Company may be initially paid by Affiliates of the Company so long as they are promptly reimbursed by the Company;
(iviii) the Company's assets shall not be commingled with those of any other entity except as permitted by the Securitization DocumentsApproved Company Agreements; provided, that such restriction shall not preclude the Company from repaying indebtedness or making distributions to any member of the Company, so long as all such transactions are properly reflected on the books and records of the Company;
(viv) if the Company maintains offices in the office of any Affiliate of the Company, the Company shall maintain an pay fair market rent for any such office or area separate from any direct, indirect or ultimate parent space of the Company such Affiliate;
(which area may be within the premises of the parent of the Company); (viv) the Company shall maintain an arm's length relationship with its Affiliates and conduct all transactions with Affiliates on commercially reasonable terms; Affiliates;
(vii) the Company shall pay the salaries of its own employees and maintain sufficient number of employees in light of its contemplated business operations; (viiivi) the Company shall not guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others; others except as may be required in connection with conducting its business in accordance with Section 1.5;
(ixvii) the Company shall not acquire obligations or securities of its member; Affiliates except in connection with conducting its business in accordance with Section 1.5;
(x) the Company shall pay its expenses from its own funds and shall allocate fairly and reasonably any overhead for shared office space; (xiviii) the Company shall use separate stationery, invoices, and checks; ;
(xiiix) the Company shall not pledge its assets for the benefit of any other entity or make any loans or advances to any entity except as contemplated by the Securitization Documents; Approved Company Agreements;
(xiiix) the Company shall hold itself out as a separate entity; (xiv) entity and the Company shall correct any known misunderstanding regarding its separate entity; ;
(xvxi) the Company shall maintain adequate capital in light of its contemplated business operations; ;
(xvi) the Company shall maintain separate financial statements; (xviixii) the Company shall not become involved in identify itself or any of its Affiliates as a division or part of the day to day management of any Affiliateother; and
(xviii) the Company shall operate so as not to be substantively consolidated with any Affiliate; (xix) the Company shall not act as agent of any Affiliate; and (xxxiii) the Company shall conduct its own business in its own name.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Greenpoint Mortgage Securities LLC)
Company Separateness. In addition to the foregoing, the -------------------- Manager shall conduct the affairs of the Company in the following manner so that: (i) the business and affairs of the Company will be managed by or under the direction of the Manager; (ii) the Company will observe all corporate formalities and will maintain separate bank accounts, corporate records and books of account from those of any direct or ultimate parent of the Company or any subsidiary or any other SPE or Affiliate affiliate of any such parent; (iii) the Company will pay from its funds and assets all obligations and indebtedness incurred by it; (iv) the Company's assets shall not be commingled with those of any other entity except as permitted by the Securitization Documentsentity; (v) the Company shall maintain an office or area separate from any direct, indirect or ultimate parent of the Company (which area may be within the premises of the parent of the Company); (vi) the Company shall maintain an arm's length relationship with its Affiliates and conduct all transactions with Affiliates on commercially reasonable termsaffiliates; (vii) the Company shall pay the salaries of its own employees and maintain sufficient number of employees in light of its contemplated business operations; (viii) the Company shall not guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others; (ix) the Company shall not acquire obligations or securities of its member; (x) the Company shall pay its expenses from its own funds and shall allocate fairly and reasonably any overhead for shared office space; (xi) the Company shall use separate stationerystationary, invoices, and checks; (xii) the Company shall not pledge its assets for the benefit of any other entity or make any loans or advances to any entity except as contemplated by the Securitization Documentsentity; (xiii) the Company shall hold itself out as a separate entity; (xiv) the Company shall correct any known misunderstanding regarding its separate entity; (xv) the Company shall maintain adequate capital in light of its contemplated business operations; (xvi) the Company shall maintain separate financial statements; and (xvii) the Company shall not become involved in the day to day management of any Affiliate; (xviii) the Company shall operate so as not to be substantively consolidated with any Affiliate; (xix) the Company shall not act as agent of any Affiliate; and (xx) the Company shall conduct its own business in its own name.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Ikon Receivables LLC)
Company Separateness. In addition to the foregoing, the -------------------- Manager shall conduct the affairs of the Company in the following manner so that: :
(i) the business and affairs of the Company will be managed by or under the direction of the Manager; (ii) the Company will observe all corporate limited liability company formalities and will maintain separate bank accounts, corporate records and company records, books of account from those of any direct or ultimate parent of the Company or any subsidiary or any other SPE or Affiliate of any such parent; and financial statements and shall maintain its books, records, resolutions and agreements as official records;
(iiiii) the Company will pay from its funds and assets all obligations and indebtedness incurred by it; PROVIDED that the organizational expenses of the Company may be initially paid by Affiliates of the Company so long as they are promptly reimbursed by the Company;
(iviii) the Company's assets shall not be commingled with those of any other entity except as permitted by the Securitization DocumentsApproved Company Agreements; PROVIDED, that such restriction shall not preclude the Company from repaying indebtedness or making distributions to any member of the Company, so long as all such transactions are properly reflected on the books and records of the Company;
(viv) if the Company maintains offices in the office of any Affiliate of the Company, the Company shall maintain an pay fair market rent for any such office or area separate from any direct, indirect or ultimate parent space of the Company such Affiliate;
(which area may be within the premises of the parent of the Company); (viv) the Company shall maintain an arm's length relationship with its Affiliates and conduct all transactions with Affiliates on commercially reasonable terms; Affiliates;
(vii) the Company shall pay the salaries of its own employees and maintain sufficient number of employees in light of its contemplated business operations; (viiivi) the Company shall not guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others; others except as may be required in connection with conducting its business in accordance with Section 1.5;
(ixvii) the Company shall not acquire obligations or securities of its member; Affiliates except in connection with conducting its business in accordance with Section 1.5;
(x) the Company shall pay its expenses from its own funds and shall allocate fairly and reasonably any overhead for shared office space; (xiviii) the Company shall use separate stationery, invoices, and checks; ;
(xiiix) the Company shall not pledge its assets for the benefit of any other entity or make any loans or advances to any entity except as contemplated by the Securitization Documents; Approved Company Agreements;
(xiiix) the Company shall hold itself out as a separate entity; (xiv) entity and the Company shall correct any known misunderstanding regarding its separate entity; ;
(xvxi) the Company shall maintain adequate capital in light of its contemplated business operations; ;
(xvi) the Company shall maintain separate financial statements; (xviixii) the Company shall not become involved in identify itself or any of its Affiliates as a division or part of the day to day management of any Affiliateother; and
(xviii) the Company shall operate so as not to be substantively consolidated with any Affiliate; (xix) the Company shall not act as agent of any Affiliate; and (xxxiii) the Company shall conduct its own business in its own name.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Greenpoint Mortgage Securities Inc/)
Company Separateness. In addition to the foregoing, the -------------------- Manager shall conduct the affairs of the Company in the following manner so that: (i) the business and affairs of the Company will be managed by or under the direction of the Manager; (ii) the Company will observe all corporate formalities and will maintain separate bank accounts, corporate records and books of account from those of any direct or ultimate parent of the Company or any subsidiary or any other SPE or Affiliate of any such parent; (iii) the Company will pay from its funds and assets all obligations and indebtedness incurred by it; (iv) the Company's assets shall not be commingled with those of any other entity except as permitted by the Securitization Documentsentity; (v) the Company shall maintain an office or area separate from any direct, indirect or ultimate parent of the Company (which area may be within the premises of the parent of the Company); (vi) the Company shall maintain an arm's length relationship with its Affiliates and conduct all transactions with Affiliates on commercially reasonable termsAffiliates; (vii) the Company shall pay the salaries of its own employees and maintain sufficient number of employees in light of its contemplated business operations; (viii) the Company shall not guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others; (ix) the Company shall not acquire obligations or securities of its member; (x) the Company shall pay its expenses from its own funds and shall allocate fairly and reasonably any overhead for shared office space; (xi) the Company shall use separate stationery, invoices, and checks; (xii) the Company shall not pledge its assets for the benefit of any other entity or make any loans or advances to any entity except as contemplated by the Securitization Documentsentity; (xiii) the Company shall hold itself out as a separate entity; (xiv) the Company shall correct any known misunderstanding regarding its separate entity; (xv) the Company shall maintain adequate capital in light of its contemplated business operations; (xvi) the Company shall maintain separate financial statements; and (xvii) the Company shall not become involved in the day to day management of any Affiliate; (xviii) the Company shall operate so as not to be substantively consolidated with any Affiliate; (xix) the Company shall not act as agent of any Affiliate; and (xx) the Company shall conduct its own business in its own name.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Ikon Receivables LLC)