Common use of Corporate Separateness Clause in Contracts

Corporate Separateness. Each GWG Party acknowledges that the Lender is entering into the transactions contemplated by this Agreement in reliance upon the Borrower’s identity as a separate legal entity from the Parent Group Members. Therefore, from and after the date of execution and delivery of this Agreement, each GWG Party shall take all reasonable steps including, without limitation, all steps that the Agent or the Lender may from time to time reasonably request to maintain the a Borrower’s identity as a separate legal entity and to make it manifest to third parties that such Borrower is an entity with assets and liabilities distinct from those of the Parent Group Members. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, each Borrower shall: (i) conduct its own business in its own name and require that all full-time employees of such Borrower (if any) identify themselves as such and not as employees of any Parent Group Member (including, without limitation, by means of providing appropriate employees with business or identification cards identifying such employees as such Borrower’s employees); (ii) to the extent any employee, consultant or agent of such Borrower is also an employee, consultant or agent of any Parent Group Member, allocate, on a reasonable basis the compensation of such employee, consultant or agent between such Borrower and such Parent Group Member; (iii) clearly identify its office space (by signage or otherwise) as its offices; (iv) conduct all transactions with any Parent Group Member (including, without limitation, any delegation of its obligations hereunder) strictly on an arm’s-length basis and, to the extent allocated, allocate all overhead expenses (including, without limitation, telephone and other utility charges and rent for office space) for items shared between such Borrower and such Parent Group Member on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use; (v) at all times have at least one director who is an Independent Manager; and promptly reimburse any Parent Group Member in respect of any losses or expenses which are claimed by such Independent Manager in his or her capacity as Independent Manager and which are paid by such Parent Group Member; (vi) observe all limited liability company formalities as a distinct entity, and ensure that all limited liability company actions relating to (A) the selection, maintenance or replacement of the Independent Manager, (B) the dissolution or liquidation of such Borrower and (C) the initiation or participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar proceeding involving such Borrower, are duly authorized by unanimous vote of its Board of Directors (including the Independent Manager); (vii) maintain such Borrower’s books and records separate from those of each Parent Group Member and otherwise readily identifiable as its own assets rather than assets of any Parent Group Member; (viii) prepare its financial statements separately from those of the Parent Group Members and insure that any consolidated financial statements of any Parent Group Member that include such Borrower have detailed notes clearly stating that such Borrower is the owner of the Assets, is a separate legal entity and that its assets will be available first and foremost to satisfy the claims of the creditors of such Borrower; (ix) except as herein specifically otherwise provided, not commingle funds or other assets of such Borrower with those of any Parent Group Member and not maintain bank accounts or other depository accounts to which any Parent Group Member is an account party, into which any Parent Group Member makes deposits or from which any Parent Group Member has the power to make withdrawals; (x) not permit any Parent Group Member to pay any of such Borrower’s operating expenses (except pursuant to allocation arrangements that comply with the requirements of this Section 5.01(k)); (xi) not hold itself out as responsible for the debts of any Parent Group Member; (xii) not permit any Parent Group Member to hold itself out as responsible for the debts of such Borrower; and (xiii) take such other actions as are necessary on its part to ensure that the facts and assumptions set forth in the opinion issued by Xxxxx Lord Bissell & Liddell LLP, as counsel for the GWG Parties, in connection with the closing under this Agreement and relating to substantive consolidation issues, and in the certificates accompanying such opinion, remain true and correct at all times. Each GWG Party other than the Borrowers shall take all actions necessary on its part in order to ensure (x) compliance with the covenants of the Borrowers set forth in this Section 5.01(k) and (y) that the statements, facts and assumptions set forth in the opinion issued by Xxxxx Lord Xxxxxxx & Xxxxxxx LLP, as counsel for the GWG Parties, in connection with the closing under this Agreement and relating to substantive consolidation issues, and in the certificates accompanying such opinion, remain true and correct at all times.

Corporate Separateness. Each GWG Brooke Party acknowledges that the Lender is entering into the transactions contemplated by this Agreement in reliance upon the Borrower’s identity as a separate legal entity from the Parent Group Members. Therefore, from and after the date of execution and delivery of this Agreement, each GWG Brooke Party shall take all reasonable steps including, without limitation, all steps that the Agent or the Lender may from time to time reasonably request to maintain the a Borrower’s identity as a separate legal entity and to make it manifest to third parties that such the Borrower is an entity with assets and liabilities distinct from those of the Parent Group Members. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, each the Borrower shall: (i) conduct its own business in its own name and require that all full-time employees of such the Borrower (if any) identify themselves as such and not as employees of any Parent Group Member (including, without limitation, by means of providing appropriate employees with business or identification cards identifying such employees as such the Borrower’s employees); (ii) to the extent any employee, consultant or agent of such the Borrower is also an employee, consultant or agent of any Parent Group Member, allocate, on a reasonable basis the compensation of such employee, consultant or agent between such the Borrower and such Parent Group Member; (iii) clearly identify its office space offices (by signage or otherwise) as its officesoffices and, if such office is located in the offices of any Parent Group Member, the Borrower shall lease such office at a fair market rent; (iv) conduct all transactions with any Parent Group Member (including, without limitation, any delegation of its obligations hereunderhereunder as Servicer) strictly on an arm’s-length basis and, to the extent allocatedbasis, allocate all overhead expenses (including, without limitation, telephone and other utility charges and rent for office spacecharges) for items shared between such the Borrower and such Parent Group Member on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use; (v) at all times have at least one director who is an Independent ManagerDirector; and promptly reimburse any Parent Group Member in respect of any losses or expenses which are claimed by such Independent Manager Director in his or her capacity as Independent Manager Director and which are paid by such Parent Group Member;. (vi) observe all limited liability company formalities as a distinct entity, and ensure that all limited liability company actions relating to (A) the selection, maintenance or replacement of the Independent ManagerDirector, (B) the dissolution or liquidation of such the Borrower and (C) the initiation or participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar proceeding involving such the Borrower, are duly authorized by unanimous vote of its Board of Directors (including the Independent ManagerDirector); (vii) maintain such the Borrower’s books and records separate from those of each Parent Group Member and otherwise readily identifiable as its own assets rather than assets of any Parent Group Member; (viii) prepare its financial statements separately from those of the Parent Group Members and insure that any consolidated financial statements of any Parent Group Member that include such Borrower have detailed notes clearly stating that such the Borrower is the owner of the AssetsLoans, is a separate legal entity and that its assets will be available first and foremost to satisfy the claims of the creditors of such the Borrower; (ix) except as herein specifically otherwise provided, not commingle funds or other assets of such the Borrower with those of any Parent Group Member and not maintain bank accounts or other depository accounts to which any Parent Group Member is an account party, into which any Parent Group Member makes deposits or from which any Parent Group Member has the power to make withdrawals; (x) not permit any Parent Group Member to pay any of such the Borrower’s operating expenses (except pursuant to allocation arrangements that comply with the requirements of this Section 5.01(k)); (xi) not hold itself out as responsible for the debts of any Parent Group Member; (xii) not permit any Parent Group Member to hold itself out as responsible for the debts of such the Borrower; and (xiii) take such other actions as are necessary on its part to ensure that the facts and assumptions set forth in the opinion issued by Xxxxxxxxxx Xxxxxxx Xxxxx Lord Bissell & Liddell LLPSuelthaus P.C., as counsel for the GWG Brooke Parties, in connection with the closing under this Agreement and relating to substantive consolidation issues, and in the certificates accompanying such opinion, remain true and correct at all times. Each GWG Brooke Party other than the Borrowers Borrower shall take all actions necessary on its part in order to ensure (x) compliance with the covenants of the Borrowers Borrower set forth in this Section 5.01(k5.01(m) and (y) that the statements, facts and assumptions set forth in the opinion issued by Xxxxxxxxxx Xxxxxxx Xxxxx Lord Xxxxxxx & Xxxxxxx LLPSuelthaus P.C., as counsel for the GWG Brooke Parties, in connection with the closing under this Agreement and relating to substantive consolidation issues, and in the certificates accompanying such opinion, remain true and correct at all times.

Corporate Separateness. Each GWG Party acknowledges that the Lender is Lenders are entering into the transactions contemplated by this Agreement in reliance upon the Borrower’s identity as a separate legal entity from the Parent Group Members. Therefore, from and after the date of execution and delivery of this Agreement, each GWG Party shall take all reasonable steps including, without limitation, all steps that the Agent or the Lender Lenders may from time to time reasonably request to maintain the a Borrower’s identity as a separate legal entity and to make it manifest to third parties that such the Borrower is an entity with assets and liabilities distinct from those of the Parent Group Members. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, each the Borrower shall: (i) conduct its own business in its own name and require that all full-time employees of such the Borrower (if any) identify themselves as such and not as employees of any Parent Group Member (including, without limitation, by means of providing appropriate employees with business or identification cards identifying such employees as such the Borrower’s employees); (ii) to the extent any employee, consultant or agent of such the Borrower is also an employee, consultant or agent of any Parent Group Member, allocate, on a reasonable basis the compensation of such employee, consultant or agent between such the Borrower and such Parent Group Member; (iii) clearly identify its office space (by signage or otherwise) as its offices; (iv) conduct all transactions with any Parent Group Member (including, without limitation, any delegation of its obligations hereunder) strictly on an arm’s-length basis and, to the extent allocated, allocate all overhead expenses (including, without limitation, telephone and other utility charges and rent for office space) for items shared between such the Borrower and such Parent Group Member on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use; (v) at all times have at least one director who is an Independent ManagerDirector; and promptly reimburse any Parent Group Member in respect of any losses or expenses which are claimed by such Independent Manager Director in his or her capacity as Independent Manager Director and which are paid by such Parent Group Member; (vi) observe all limited liability company formalities as a distinct entity, and ensure that all limited liability company actions relating to (A) the dissolution or liquidation of the Borrower and (B) the initiation or participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar proceeding involving the Borrower, are duly authorized by unanimous vote of its Board of Directors (including the Independent Director); (vii) observe all limited liability company formalities as a distinct entity, and ensure that all limited liability company actions relating to (A) the selection, maintenance or replacement of the Independent Manager, (B) the dissolution or liquidation of such the Borrower and (C) the initiation or participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar proceeding involving such the Borrower, are duly authorized by unanimous vote of its Board of Directors (including the Independent Manager); (viiviii) maintain such the Borrower’s books and records separate from those of each Parent Group Member and otherwise readily identifiable as its own assets rather than assets of any Parent Group Member; (viiiix) prepare its financial statements separately from those of the Parent Group Members and insure that any consolidated financial statements of any Parent Group Member that include such the Borrower have detailed notes clearly stating that such the Borrower is the owner of the Assets, is a separate legal entity and that its assets will be available first and foremost to satisfy the claims of the creditors of such the Borrower; (ixx) except as herein specifically otherwise provided, not commingle funds or other assets of such the Borrower with those of any Parent Group Member and not maintain bank accounts or other depository accounts to which any Parent Group Member is an account party, into which any Parent Group Member makes deposits or from which any Parent Group Member has the power to make withdrawals; (xxi) not permit any Parent Group Member to pay any of such the Borrower’s operating expenses (except pursuant to allocation arrangements that comply with the requirements of this Section 5.01(k)); (xixii) not hold itself out as responsible for the debts of any Parent Group Member; (xiixiii) not permit any Parent Group Member to hold itself out as responsible for the debts of such the Borrower; and (xiiixiv) take maintain its charter documents in conformity with this Agreement, such other actions as are necessary on that (1) it does not amend, restate, supplement or otherwise modify its part certificate of formation or limited liability company agreement in any respect that would impair its ability to ensure that the facts and assumptions set forth in the opinion issued by Xxxxx Lord Bissell & Liddell LLP, as counsel for the GWG Parties, in connection comply with the closing under terms or provisions of any of the Related Documents, including, without limitation, Section 5.01(k) of this Agreement; and (2) its limited liability company agreement, at all times that this Agreement and relating is in effect, provides for not less than five (5) days’ prior written notice to substantive consolidation issues, and the Agent of the replacement or appointment of any director that is to serve as an Independent Director in the certificates accompanying such opinion, remain true and correct at all timesaccordance with Section 5.01(q). Each GWG Party other than the Borrowers Borrower shall take all actions necessary on its part in order to ensure (x) compliance with the covenants of the Borrowers Borrower set forth in this Section 5.01(k) and (y) that the statements, facts and assumptions set forth in the opinion issued by Xxxxx Lord Xxxxxxx Bissell & Xxxxxxx Liddell LLP, as counsel for the GWG Parties, in connection with dated the closing under this Agreement Restatement Effective Date and relating to substantive consolidation issues, and in the certificates accompanying such opinion, remain true and correct at all times.

Corporate Separateness. Each GWG Party acknowledges that the Lender is Lenders are entering into the transactions contemplated by this Agreement in reliance upon the each Borrower’s identity as a separate legal entity from the Parent Group Members. Therefore, from and after the date of execution and delivery of this Agreement, each GWG Party shall take all reasonable steps including, without limitation, all steps that the Agent or the Lender Lenders may from time to time reasonably request to maintain the a each Borrower’s identity as a separate legal entity and to make it manifest to third parties that such Borrower is an entity with assets and liabilities distinct from those of the Parent Group Members. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, each Borrower shall: (i) conduct its own business in its own name and require that all full-time employees of such Borrower (if any) identify themselves as such and not as employees of any Parent Group Member (including, without limitation, by means of providing appropriate employees with business or identification cards identifying such employees as such Borrower’s employees); (ii) to the extent any employee, consultant or agent of such Borrower is also an employee, consultant or agent of any Parent Group Member, allocate, on a reasonable basis the compensation of such employee, consultant or agent between such Borrower and such Parent Group Member; (iii) clearly identify its office space (by signage or otherwise) as its offices; (iv) conduct all transactions with any Parent Group Member (including, without limitation, any delegation of its obligations hereunder) strictly on an arm’s-length basis and, to the extent allocated, allocate all overhead expenses (including, without limitation, telephone and other utility charges and rent for office space) for items shared between such Borrower and such Parent Group Member on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use; (v) at all times have at least one director who is an Independent ManagerDirector; and promptly reimburse any Parent Group Member in respect of any losses or expenses which are claimed by such Independent Manager Director in his or her capacity as Independent Manager Director and which are paid by such Parent Group Member; (vi) observe all limited liability company formalities as a distinct entity, and ensure that all limited liability company actions relating to (A) the dissolution or liquidation of such Borrower and (B) the initiation or participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar proceeding involving such Borrower, are duly authorized by unanimous vote of its Board of Directors (including the Independent Director); (vii) observe all limited liability company formalities as a distinct entity, and ensure that all limited liability company actions relating to (A) the selection, maintenance or replacement of the Independent Manager, (B) the dissolution or liquidation of such Borrower and (C) the initiation or participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar proceeding involving such Borrower, are duly authorized by unanimous vote of its Board of Directors (including the Independent Manager); (viiviii) maintain such Borrower’s books and records separate from those of each Parent Group Member and otherwise readily identifiable as its own assets rather than assets of any Parent Group Member; (viiiix) prepare its financial statements separately from those of the Parent Group Members and insure that any consolidated financial statements of any Parent Group Member that include such Borrower have detailed notes clearly stating that such Borrower is the owner of the AssetsAssets owned by it, is a separate legal entity and that its assets will be available first and foremost to satisfy the claims of the creditors of such Borrower; (ixx) except as herein specifically otherwise provided, not commingle funds or other assets of such Borrower with those of any Parent Group Member and not maintain bank accounts or other depository accounts to which any Parent Group Member is an account party, into which any Parent Group Member makes deposits or from which any Parent Group Member has the power to make withdrawals; (xxi) not permit any Parent Group Member to pay any of such Borrower’s operating expenses (except pursuant to allocation arrangements that comply with the requirements of this Section 5.01(k)); (xixii) not hold itself out as responsible for the debts of any Parent Group Member; (xiixiii) not permit any Parent Group Member to hold itself out as responsible for the debts of such Borrower; and (xiiixiv) take maintain its charter documents in conformity with this Agreement, such other actions as are necessary on that (1) it does not amend, restate, supplement or otherwise modify its part certificate of formation or limited liability company agreement in any respect that would impair its ability to ensure that the facts and assumptions set forth in the opinion issued by Xxxxx Lord Bissell & Liddell LLP, as counsel for the GWG Parties, in connection comply with the closing under terms or provisions of any of the Related Documents, including, without limitation, Section 5.01(k) of this Agreement; and (2) its limited liability company agreement, at all times that this Agreement and relating is in effect, provides for not less than five (5) days’ prior written notice to substantive consolidation issues, and the Agent of the replacement or appointment of any director that is to serve as an Independent Director in the certificates accompanying such opinion, remain true and correct at all timesaccordance with Section 5.01(q). Each GWG Party other than the Borrowers shall take all actions necessary on its part in order to ensure (x) compliance with the covenants of the Borrowers set forth in this Section 5.01(k) and (y) that the statements, facts and assumptions set forth in the opinion issued by Xxxxx Lord Xxxxxx Xxxxxxx & Xxxxxxx LLP, as counsel for the GWG Parties, in connection with dated the closing under this Agreement Second Restatement Effective Date and relating to substantive consolidation issues, and in the certificates accompanying such opinion, remain true and correct at all times.

Corporate Separateness. Each GWG Party acknowledges that the Lender is Lenders are entering into the transactions contemplated by this Agreement in reliance upon the Borrower’s identity as a separate legal entity from the Parent Group Members. Therefore, from and after the date of execution and delivery of this Agreement, each GWG Party shall take all reasonable steps including, without limitation, all steps that the Agent or the Lender Lenders may from time to time reasonably request to maintain the a Borrower’s identity as a separate legal entity and to make it manifest to third parties that such the Borrower is an entity with assets and liabilities distinct from those of the Parent Group Members. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, each the Borrower shall: : (i) conduct its own business in its own name and require that all full-time employees of such the Borrower (if any) identify themselves as such and not as employees of any Parent Group Member (including, without limitation, by means of providing appropriate employees with business or identification cards identifying such employees as such the Borrower’s employees); ; (ii) to the extent any employee, consultant or agent of such the Borrower is also an employee, consultant or agent of any Parent Group Member, allocate, on a reasonable basis the compensation of such employee, consultant or agent between such the Borrower and such Parent Group Member; ; (iii) clearly identify its office space (by signage or otherwise) as its offices; ; (iv) conduct all transactions with any Parent Group Member (including, without limitation, any delegation of its obligations hereunder) strictly on an arm’s-length basis and, to the extent allocated, allocate all overhead expenses (including, without limitation, telephone and other utility charges and rent for office space) for items shared between such the Borrower and such Parent Group Member on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use; ; (v) at all times have at least one director who is an Independent ManagerDirector; and promptly reimburse any Parent Group Member in respect of any losses or expenses which are claimed by such Independent Manager Director in his or her capacity as Independent Manager Director and which are paid by such Parent Group Member; ; 48 (vi) observe all limited liability company formalities as a distinct entity, and ensure that all limited liability company actions relating to (A) the dissolution or liquidation of the Borrower and (B) the initiation or participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar proceeding involving the Borrower, are duly authorized by unanimous vote of its Board of Directors (including the Independent Director); (vii) observe all limited liability company formalities as a distinct entity, and ensure that all limited liability company actions relating to (A) the selection, maintenance or replacement of the Independent Manager, (B) the dissolution or liquidation of such the Borrower and (C) the initiation or participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar proceeding involving such the Borrower, are duly authorized by unanimous vote of its Board of Directors (including the Independent Manager); ; (viiviii) maintain such the Borrower’s books and records separate from those of each Parent Group Member and otherwise readily identifiable as its own assets rather than assets of any Parent Group Member; ; (viiiix) prepare its financial statements separately from those of the Parent Group Members and insure that any consolidated financial statements of any Parent Group Member that include such the Borrower have detailed notes clearly stating that such the Borrower is the owner of the Assets, is a separate legal entity and that its assets will be available first and foremost to satisfy the claims of the creditors of such the Borrower; ; (ixx) except as herein specifically otherwise provided, not commingle funds or other assets of such the Borrower with those of any Parent Group Member and not maintain bank accounts or other depository accounts to which any Parent Group Member is an account party, into which any Parent Group Member makes deposits or from which any Parent Group Member has the power to make withdrawals; ; (xxi) not permit any Parent Group Member to pay any of such the Borrower’s operating expenses (except pursuant to allocation arrangements that comply with the requirements of this Section 5.01(k)); ; (xixii) not hold itself out as responsible for the debts of any Parent Group Member; ; (xiixiii) not permit any Parent Group Member to hold itself out as responsible for the debts of such the Borrower; and and (xiiixiv) take maintain its charter documents in conformity with this Agreement, such other actions as are necessary on that (1) it does not amend, restate, supplement or otherwise modify its part certificate of formation or limited liability company agreement in any respect that would impair its ability to ensure that the facts and assumptions set forth in the opinion issued by Xxxxx Lord Bissell & Liddell LLP, as counsel for the GWG Parties, in connection comply with the closing under terms or provisions of any of the Related Documents, including, without limitation, Section 5.01(k) of this Agreement; and (2) its limited liability company agreement, at all times that this Agreement and relating is in effect, provides for not less than five (5) days’ prior written notice to substantive consolidation issues, and the Agent of the replacement or appointment of any director that is to serve as an Independent Director in the certificates accompanying such opinion, remain true and correct at all timesaccordance with Section 5.01(q). 49 Each GWG Party other than the Borrowers Borrower shall take all actions necessary on its part in order to ensure (x) compliance with the covenants of the Borrowers Borrower set forth in this Section 5.01(k) and (y) that the statements, facts and assumptions set forth in the opinion issued by Xxxxx Lord Xxxxxxx Bissell & Xxxxxxx Liddell LLP, as counsel for the GWG Parties, in connection with dated the closing under this Agreement Restatement Effective Date and relating to substantive consolidation issues, and in the certificates accompanying such opinion, remain true and correct at all times.