Corporate Separateness; Related Matters and Covenants. Each of Master Servicer and Seller covenant, until the Final Payout Date as follows:
(a) Seller and Master Servicer shall assure that Seller, Performance Guarantor, Master Servicer and each Originator (and each of their respective Affiliates) shall observe the applicable legal requirements for the recognition of Seller as a legal entity separate and apart from each of each Originator, Performance Guarantor, Master Servicer and any of their respective Affiliates, and comply with (and cause to be true and correct) its organizational documents and assuring that each of the following is complied with:
(i) Seller shall maintain (or cause to be maintained) separate company records, books of account and financial statements (each of which shall be sufficiently full and complete to permit a determination of Seller’s assets and liabilities and to permit a determination of the obligees thereon and the time for performance on each of Seller’s obligations) from those of each CHR Party and their respective Affiliates other than Seller;
(ii) except as otherwise permitted by this Agreement, Seller shall not commingle any of its assets or funds with those of any other CHR Party or any of their respective Affiliates other than Seller;
(iii) at least one member of Seller’s Board of Directors shall be an Independent Director and the limited liability company agreement of Seller shall provide: (i) for the same definition of “Independent Director” as used herein, (ii) that Seller’s Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to Seller unless the Independent Director shall approve the taking of such action in writing before the taking of such action and (iii) that the provisions required by clauses (i) and (ii) of this sentence cannot be amended except in accordance with Section 13.1 and without the prior written consent of the Independent Director;
(iv) the members and Board of Directors of Seller shall hold all regular and special meetings appropriate to authorize Seller’s actions. The members and managers of Seller may act from time to time by unanimous written consent or through one or more committees in accordance with Seller’s certificate of formation and its limited liability company agreement. Seller shall not take any Material Actions (as defined in its limited liability company agreement) without the consent of all its managers, including its Independent Director. Appropriate minut...
Corporate Separateness; Related Matters and Covenants. The Borrower covenants and agrees to take such actions as shall be necessary in order that:
Corporate Separateness; Related Matters and Covenants. The Seller covenants and agrees to take such actions as shall be necessary in order that:
Corporate Separateness; Related Matters and Covenants. Take any action, on its part, to cause the Borrower to violate its covenants in Section 7.08, it being understood that the foregoing shall in no event be deemed to obligate ADT to make any capital or other contributions to the Borrower.
Corporate Separateness; Related Matters and Covenants. Sprint Spectrum, the Servicer and each Seller covenant to take such actions as shall be necessary in order that:
Corporate Separateness; Related Matters and Covenants. Cause the Borrower to fully comply with its covenants in Section 7.08, it being understood that the foregoing shall in no event be deemed to obligate ADT to make any capital or other contributions to the Borrower. Maintain in place all policies and procedures, and take and continue to take all actions, applicable to it described in the assumptions as to the facts set forth in, and forming the basis of, the opinions set forth in the opinion letters delivered by Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP to the Collateral Agent, Administrative Agent, Lenders and Group Agent on July 16, 2021, except to the extent that any failure to maintain in place such policies and procedures or failure to continue to take all such actions could not materially and adversely affect the conclusions set forth in such opinion letters.
Corporate Separateness; Related Matters and Covenants. Cause the Seller to fully comply with its covenants in Section 7.8, it being understood that the foregoing shall in no event be deemed to obligate ADT to make any capital or other contributions to the Seller. Maintain in place all policies and procedures, and take and continue to take all actions, applicable to it described in the assumptions as to the facts set forth in, and forming the basis of, the opinions set forth in the opinion letters delivered by Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP to the Collateral Agent, Administrative Agent, Purchasers and Purchaser Agent on April 17, 2020, except to the extent that any failure to maintain in place such policies and procedures or failure to continue to take all such actions could not materially and adversely affect the conclusions set forth in such opinion letters.
Corporate Separateness; Related Matters and Covenants. Take any action, on its part, to cause the Buyer to violate its covenants in Section 7.8 of the Receivables Purchase Agreement, it being understood that the foregoing shall in no event be deemed to obligate ADT to make any capital or other contributions to the Seller.
Corporate Separateness; Related Matters and Covenants. Each of Seller and Servicer covenant, until the Final Payout Date, as follows:
(a) Seller and Servicer shall assure that Seller, Servicer, CHS, Performance Guarantor and Originators (and each of their respective Affiliates) shall observe the applicable legal requirements for the recognition of Seller as a legal entity separate and apart from each of Originators, CHS, Servicer, Performance Guarantor and any of their respective Affiliates other than Seller, and comply with its organizational documents and assuring that each of the following is complied with:
(i) Seller shall maintain (or cause to be maintained) separate company records and books of account (each of which shall be sufficiently full and complete to permit a determination of Seller’s assets and liabilities and, in the case of such records and books of account, to permit a determination of the obligees thereon and the time for performance of each of Seller’s obligations) from those of Originators, CHS, Servicer, Performance Guarantor and their respective Affiliates (other than Seller);
(ii) except as otherwise permitted by this Agreement, Seller shall not commingle any of its assets or funds with those of Originators, CHS, Servicer, Performance Guarantor or any of their respective Affiliates (other than Seller);
(iii) at least one member of Seller’s Board of Managers shall be an Independent Manager and the limited liability company agreement of Seller shall
Corporate Separateness; Related Matters and Covenants. Cause the Buyer to fully comply with its covenants in Section 7.8 of the Receivables Purchase Agreement, it being understood that the foregoing shall in no event be deemed to obligate ADT to make any capital or other contributions to the Buyer. Maintain in place all policies and procedures, and take and continue to take all actions, applicable to it described in the assumptions as to the facts set forth in, and forming the basis of, the opinions set forth in the opinion letters delivered by Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP to the Collateral Agent, Administrative Agent, Purchasers and Purchaser Agent on April 17, 2020, except to the extent that any failure to maintain in place such policies and procedures or failure to continue to take all such actions could not materially and adversely affect the conclusions set forth in such opinion letters
