Common use of Corporate Separateness Clause in Contracts

Corporate Separateness. Borrower will, and will cause Guarantor and each of their respective Subsidiaries to, take all such action as is necessary to keep the operations of Borrower and its Subsidiaries separate and apart from those of Guarantor including, without limitation, ensuring that all customary formalities regarding corporate existence, including holding regular board of directors’ meetings and maintenance of corporate records, are followed. All financial statements of Guarantor and Borrower provided to creditors will, to the full extent permitted by GAAP, clearly evidence the corporate separateness of Borrower and its Subsidiaries from Guarantor. Finally, no such company will take any action, or conduct its affairs in a manner which is likely to result in the corporate existence of Borrower and/or any of its Subsidiaries on the one hand, and Guarantor on the other, being ignored, or in the assets and liabilities of Borrower or any of its Subsidiaries being substantively consolidated with those of Guarantor in a bankruptcy, reorganization, or other insolvency proceeding.

Appears in 6 contracts

Samples: Credit Agreement (Strategic Hotels & Resorts, Inc), Credit Agreement (Strategic Hotels & Resorts, Inc), Pledge Agreement (Strategic Hotels & Resorts, Inc)

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Corporate Separateness. The Borrower willwill take, and will cause Guarantor and each of their respective its Subsidiaries toto take, take all such action as is necessary to keep the operations of the Borrower and its Subsidiaries separate and apart from those of Guarantor Holdings, including, without limitation, ensuring that all customary formalities regarding corporate existence, including holding regular board of directors' meetings and maintenance of corporate records, are followed. All financial statements of Guarantor the Borrower and Borrower its Subsidiaries provided to creditors will, to the full extent permitted by GAAP, will clearly evidence the corporate separateness of the Borrower and its Subsidiaries from GuarantorHoldings. Finally, no such company neither the Borrower nor any of its Subsidiaries will take any action, or conduct its affairs in a manner which is likely to result in the corporate existence of Borrower and/or any of its Subsidiaries Holdings on the one hand, and Guarantor the Borrower and its Subsidiaries on the other, being ignored, or in the assets and liabilities of the Borrower or any of its Subsidiaries being substantively consolidated with those of Guarantor Holdings in a bankruptcy, reorganization, reorganization or other insolvency proceeding. No action expressly provided for in this Agreement or the other Credit Documents will breach this covenant.

Appears in 3 contracts

Samples: Consolidation And (Universal Outdoor Inc), Credit Agreement (Universal Outdoor Holdings Inc), Term Loan Agreement (Universal Outdoor Holdings Inc)

Corporate Separateness. Borrower will, and will cause Guarantor and each of their respective Subsidiaries the other Borrower Group Members to, take all such action as is necessary to keep the operations of Borrower and its Subsidiaries separate and apart from those of Guarantor and General Partner including, without limitation, ensuring that all customary formalities regarding corporate existence, including holding regular board of directors’ meetings and maintenance of corporate records, are followed. All financial statements of Guarantor and Borrower Credit Parties provided to creditors will, to the full extent permitted by GAAP, clearly evidence the corporate separateness of Borrower and its Subsidiaries from GuarantorGuarantor and General Partner. Finally, no such company will take any action, or conduct its affairs in a manner which is likely to result in the corporate existence of Borrower and/or any of its Subsidiaries on the one hand, and Guarantor and General Partner on the other, being ignored, or in the assets and liabilities of Borrower or any of its Subsidiaries being substantively consolidated with those of Guarantor and General Partner in a bankruptcy, reorganization, or other insolvency proceeding.

Appears in 3 contracts

Samples: Credit Agreement (Cole Credit Property Trust II Inc), Credit Agreement (Spirit Realty Capital, Inc.), Credit Agreement (Spirit Realty Capital, Inc.)

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Corporate Separateness. Borrower will, and will cause Guarantor and each of their respective the its Subsidiaries to, take all such action as is necessary to keep the operations of Borrower and its Subsidiaries separate and apart from those of Guarantor including, without limitation, ensuring that all customary formalities regarding corporate existence, including holding regular board of directors' meetings and maintenance of corporate records, are followed. All financial statements of Guarantor and Borrower provided to creditors will, to the full extent permitted by GAAP, clearly evidence the corporate separateness of Borrower and its Subsidiaries from Guarantor. Finally, no such company will take any action, or conduct its affairs in a manner which is likely to result in the corporate existence of Borrower and/or any of its Subsidiaries on the one hand, and Guarantor on the other, being ignored, or in the assets and liabilities of Borrower or any of its Subsidiaries being substantively consolidated with those of Guarantor in a bankruptcy, reorganization, or other insolvency proceeding.

Appears in 1 contract

Samples: Credit Agreement (Strategic Hotel Capital Inc)

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