COVENANTS REGARDING OPERATION. As long as any certificates, indebtedness or other obligations are outstanding under the Transaction Documents: (a) The Company shall not incur, assume or guarantee any indebtedness other than the Company’s obligations with respect to or contemplated by the Transaction Documents; provided, however, the Company may, in the ordinary course of business, incur unsecured trade debt with trade creditors in amounts that are normal and reasonable under the circumstances. (b) The Company shall not engage in any business or activity other than as permitted in the Articles of Organization. (c) The Company shall not consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity. (d) The Company shall not dissolve or liquidate, in whole or in part. (e) The Company shall not commingle its funds or assets with those of any other individual or entity. (f) The Company shall not hold itself out as being liable for the debts of any other party and the Company shall not pay from its assets any obligations or indebtedness of any other individual or entity. (g) The Company shall pay from its assets all obligations and indebtedness of any kind incurred by the Company. (h) The Company shall not form, or cause to be formed, any subsidiaries. (i) The Company shall not file any voluntary petition or consent to the filing of any petition in or institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law on behalf of itself without the prior unanimous written consent of all of the Members, including the Independent Member. (j) The Company shall not permit the Managing Member to withdraw. (k) The Company shall at all times have at least one Managing Member which shall have each of the characteristics of the Independent Member as set forth on Appendix A hereto. (1) The Company shall act solely in its name and through its duly authorized agents in the conduct of its business, and shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned and must correct any known misunderstanding of its identity. (m) The Company shall transact business with any affiliate, if at all, on an arms length basis and pursuant to enforceable agreements. To the extent that the Company and any of its members or affiliates have offices in contiguous space, there shall be fair and appropriate allocation of overhead costs (including rent) among them, and each such entity shall bear its fair share of such expenses. For purpose of this agreement, the term “affiliate” means any person controlling, under common control with, or controlled by the person in question, and the term “control” means the possession, directly or indirectly, of the power to direct or the cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise. (n) The Company shall maintain separate records, books of account and financial statements and shall not commingle its records, books of account and financial statements with the records and books of account of any entity. The Company shall use separate stationary, invoices and checks. (o) The Company shall make no asset distributions, including, without limitation, any distribution of dividends, except to the extent of cash on hand in excess of that needed to cover the expected cash needs of the Company. (p) The Company shall observe all organizational formalities in its relations with its Members. (q) The Company shall maintain adequate capital in light of its contemplated business operations. (r) The Company shall not acquire obligations or securities of its partners, members or shareholders. (s) The Company shall maintain a sufficient number of employees in light of its contemplated business operations.
Appears in 2 contracts
Samples: Operating Agreement (Cabela's Credit Card Master Note Trust), Operating Agreement (Cabela's Master Credit Card Trust)
COVENANTS REGARDING OPERATION. As long as any certificates, indebtedness or other obligations are is outstanding under the Transaction Documents:
(a) The Company shall not incur, assume or guarantee any indebtedness other than the Company’s 's obligations with respect to or contemplated by the Transaction Documents; provided, however, the Company may, in the ordinary course of business, incur unsecured trade debt with trade creditors in amounts that are normal and reasonable under the circumstances.
(b) The Company shall not engage in any business or activity other than as permitted in the Articles of Organization.
(c) The Company shall not consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity.
(d) The Company shall not dissolve or liquidate, in whole or in part.
(e) The Company shall not commingle its funds or assets with those of any other individual or entity.
(f) The Company shall not hold itself out as being liable for the debts of any other party and the Company shall not pay from its assets any obligations or indebtedness of any other individual or entity.
(g) The Company shall pay from its assets all obligations and indebtedness of any kind incurred by the Company.
(h) The Company shall not form, or cause to be formed, any subsidiaries.
(i) The Company shall not file any voluntary petition or consent to the filing of any petition in or institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law on behalf of itself without the prior unanimous written consent of all of the Members, including the Independent Member.
(j) The Company shall not permit the Managing Member to withdraw.
(k) The Company shall at all times have at least one Managing Member which shall have each of the characteristics of the Independent Member as set forth on Appendix A hereto.
(1l) The Company shall act solely in its name and through its duly authorized agents in the conduct of its business, and shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned and must correct any known misunderstanding of its identityconcerned.
(m) The Company shall transact business with any affiliate, if at all, on an arms length basis and pursuant to enforceable agreements. To the extent that the Company and any of its members or affiliates have offices in contiguous space, there shall be fair and appropriate allocation of overhead costs (including rent) among them, and each such entity shall bear its fair share of such expenses. For purpose of this agreement, the term “"affiliate” " means any person controlling, under common control with, or controlled by the person in question, and the term “"control” " means the possession, directly or indirectly, of the power to direct or the cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise.
(n) The Company shall maintain separate records, books of account and financial statements and shall not commingle its records, books of account and financial statements with the records and books of account of any entity. The Company shall use separate stationary, invoices and checks.
(o) The Company shall make no asset distributions, including, without limitation, any distribution of dividends, except to the extent of cash on hand in excess of that needed to cover the expected cash needs of the Company.
(p) The Company shall observe all organizational formalities in its relations with its Members.
(q) The Company shall maintain adequate capital in light of its contemplated business operations.
(r) The Company shall not acquire obligations or securities of its partners, members or shareholders.
(s) The Company shall maintain a sufficient number of employees in light of its contemplated business operations.
Appears in 1 contract
Samples: Operating Agreement (First Bankcard Master Credit Card Trust)
COVENANTS REGARDING OPERATION. As long as any certificates, indebtedness or other obligations are is outstanding under the Transaction Documents:
(a) The Company shall not incur, assume or guarantee any indebtedness other than the Company’s 's obligations with respect to or contemplated by the Transaction Documents; provided, however, the Company may, in the ordinary course of business, incur unsecured trade debt with trade creditors in amounts that are normal and reasonable under the circumstances.
(b) The Company shall not engage in any business or activity other than as permitted in the Articles of Organization.
(c) The Company shall not consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entityentity other than as specifically permitted by the Transaction Documents.
(d) The Company shall not dissolve or liquidate, in whole or in part.
(e) The Company shall not commingle its funds or assets with those of any other individual or entity.
(f) The Company shall not hold itself out as being liable for the debts of any other party and the Company shall not pay from its assets any obligations or indebtedness of any other individual or entity.
(g) The Company shall pay from its assets all obligations and indebtedness of any kind incurred by the Company.
(h) The Company shall not form, or cause to be formed, any subsidiaries.
(i) The Company shall not file any voluntary petition or consent to the filing of any petition in or institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law on behalf of itself without the prior unanimous written consent of all of the Members, including the Independent Member.
(j) The Company shall not permit the Managing Member to withdraw.
(k) The Company shall at all times have at least one Managing Member which shall have each of the characteristics of the Independent Member as set forth on Appendix A hereto.
(1l) The Company shall act solely in its name and through its duly authorized agents in the conduct of its business, and shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned and must correct any known misunderstanding of its identityconcerned.
(m) The Company shall transact business with any affiliate, if at all, on an arms length basis and pursuant to enforceable agreements. To the extent that the Company and any of its members or affiliates have offices in contiguous space, there shall be fair and appropriate allocation of overhead costs (including rent) among them, and each such entity shall bear its fair share of such expenses. For purpose of this agreement, the term “"affiliate” " means any person controlling, under common control with, or controlled by the person in question, and the term “"control” " means the possession, directly or indirectly, of the power to direct or the cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise.
(n) The Company shall maintain separate records, books of account and financial statements and shall not commingle its records, books of account and financial statements with the records and books of account of any entity. The Company shall use separate stationary, invoices and checks.
(o) The Company shall make no asset distributions, including, without limitation, any distribution of dividends, except to the extent of cash on hand in excess of that needed to cover the expected cash needs of the Company.
(p) The Company shall observe all organizational formalities in its relations with its Members.
(q) The Company shall maintain adequate capital in light of its contemplated business operations.
(r) The Company shall not acquire obligations or securities of its partners, members or shareholders.
(s) The Company shall maintain a sufficient number of employees in light of its contemplated business operations.
Appears in 1 contract
Samples: Operating Agreement (First Bankcard Master Credit Card Trust)
