Investors’ Reliance. Seller acknowledges that the Investors are entering into the transactions contemplated by this Agreement in reliance upon Seller’s identity as a legal entity that is separate from the Originator or any Affiliate thereof (each, an “El Paso Entity”). Therefore, from and after the date of execution and delivery of this Agreement, Seller shall take all reasonable steps, including all steps that the Program Agent, any Managing Agent or any Investor may from time to time reasonably request, to maintain Seller’s identity as a separate legal entity and to make it manifest to third parties that Seller is an entity with assets and liabilities distinct from those of any El Paso Entity thereof and not just a division of a El Paso Entity. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein,
(i) Seller shall:
(A) maintain books and records and bank accounts separate from those of any other Person;
(B) maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets;
(C) comply with all organizational formalities necessary to maintain its separate existence;
(D) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity;
(E) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person; except that Seller’s assets may be included in a consolidated financial statement of its Affiliate so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person;
(F) prepare and file its own tax returns separate from those of any Person to the extent required by applicable law, and pay any taxes required to be paid by applicable law;
(G) allocate and charge fairly and reasonably any common employee or overhead shared with Affiliates;
(H) not enter into any transaction with Affiliates except on an arm’s-length basis and pursuant to written, enforceable agreements;
(I) conduct business in its own name, and use separate stationery, invoices and checks;
(J) not commingle its assets or funds with those of any other Person;
(K) not assume, guarantee or pay the debts or obligations o...
Investors’ Reliance. It acknowledges that the Program Agent and the Investors are entering into the transactions contemplated by the Purchase Agreement in reliance upon the identity of each of Buyer and Funding LLC as a legal entity that is separate from Originator and any of its other Affiliates. Therefore, from and after the date of execution and delivery of this Agreement, it will take all reasonable steps including all steps that Buyer, Funding LLC or any assignee of Buyer or Funding LLC may from time to time reasonably request to maintain the identity of each of Buyer and Funding LLC as a separate legal entity and to make it manifest to third parties that each of Buyer and Funding LLC is an entity with assets and liabilities distinct from those of Originator and any of its other Affiliates and not just a division of Originator or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, it (i) will not hold itself out to third parties as liable for the debts of Buyer or Funding LLC nor purport to own the Receivables and other assets acquired by Buyer or Funding LLC, (ii) will take all other actions necessary on its part to ensure that each of Buyer and Funding LLC is at all times in compliance with the covenants set forth in Section 4.1(j) of the Second Tier Sale Agreement or Section 7.1(j) of the Purchase Agreement, as applicable, and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between it, on the one hand, and each of Buyer and Funding LLC, on the other, on an arm’s-length basis and in a manner consistent with the procedures set forth in U.S. Treasury Regulations §§1.1502-33(d) and 1.1552-1.
Investors’ Reliance. Each of the Warrantors acknowledges and accepts that the Investors are entering into this Agreement in reliance upon the Warranties.
Investors’ Reliance. The Company acknowledges that the Investor has entered into this Agreement in reliance on the Company’s representations and warranties set out in this Agreement.
Investors’ Reliance. The Class B Stockholders understand and acknowledge that the Investors are entering into the Purchase Agreement in reliance upon the Class B Stockholders' execution and delivery of this Agreement.
Investors’ Reliance. The Company and the Promoter hereby agree and acknowledge that the Investor has agreed to subscribe to the Subscription Shares inter alia relying upon the Representations and Warranties.
Investors’ Reliance. The Company acknowledges that all representations, warranties, covenants and agreements of the Company contained in this Agreement and in the other Transaction Documents are being made with the intention of inducing the Investors to enter into this Agreement and the Transaction Documents and to make the subscriptions for the Purchased Securities and that the Investors have entered into this Agreement and the Transaction Documents and will make their subscriptions for the Purchased Securities solely on the basis of, and in full reliance on, each of such representations and warranties. No other representations and warranties are made by the Company in addition to the representations and warranties made in this Agreement and the Transaction Documents.
Investors’ Reliance. Seller acknowledges that the Investors are entering into the transactions contemplated by this Agreement in reliance upon Seller's identity as a legal entity that is separate from the Originator or any Affiliate or Subsidiary (other than Seller) thereof (each, a "PNM Entity").
Investors’ Reliance. It acknowledges that the Deal Agent and the Investors are entering into the transactions contemplated by the Purchase Agreement in reliance upon Buyer's identity as a legal entity that is separate from it and any of its Affiliates. Therefore, from and after the date of execution and delivery of this Agreement, it will take all reasonable steps including, without limitation, all steps that Buyer or any assignee of Buyer may from time to time reasonably request to maintain Buyer's identity as a separate legal entity and to make it manifest to third parties that Buyer is an entity with assets and liabilities distinct from those of it and any of its Affiliates or other Subsidiaries and not just a division of it. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, it (i) will not hold itself out to third parties as liable for the debts of Buyer nor purport to own the Receivables and other assets acquired by Buyer, (ii) will take all other actions necessary on its part to ensure that Buyer is at all times in compliance with the covenants set forth in Section 8.1(i) of the Purchase Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between it and Buyer on an arm's-length basis and in a manner consistent with the procedures set forth in U.S. Treasury Regulations ss.ss.1.1502-33(d) and 1.1552-1.
Investors’ Reliance. The undersigned, whether or not participating in the Offering, understands that the Investors are entering into the Purchase Agreement and proceeding with the Offering in reliance upon this Agreement.
