Limited Liability Company Existence. (a) During the term of this Agreement, the Depositor will keep in full force and effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. In addition, all transactions and dealings between the Depositor and its Affiliates will be conducted on an arm’s-length basis.
(b) During the term of this Agreement, the Depositor shall observe the applicable legal requirements for the recognition of the Depositor as a legal entity separate and apart from its affiliates, including the following:
(i) the Depositor shall maintain limited liability company records and books of account separate from those of its affiliates;
(ii) except as otherwise provided in this Agreement, the Depositor shall not commingle its assets and funds with those of its affiliates;
(iii) the Depositor shall hold such appropriate meetings of its Board of Directors as are necessary to authorize all the Depositor’s limited liability company actions required by law to be authorized by the Board of Directors, shall keep minutes of such meetings and observe all other customary limited liability company formalities (and any successor Depositor not a limited liability company shall observe similar procedures in accordance with its governing documents and applicable law); and
(iv) the Depositor shall at all times hold itself out to the public under the Depositor’s own name as a legal entity separate and distinct from its affiliates.
Limited Liability Company Existence. Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect:
(1) its limited liability company existence, and the corporate, partnership or other existence, as applicable, of the Parent Guarantor and each of its Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company, the Parent Guarantor or any such Subsidiary; and
(2) the rights (charter and statutory), licenses and franchises of the Company, the Parent Guarantor and its Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of the Parent Guarantor or any of its Subsidiaries, if (a) the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company, the Parent Guarantor and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes or (b) if a Subsidiary is to be dissolved, such Subsidiary has no assets.
Limited Liability Company Existence. During the term of this Agreement, the Issuer will keep in full force and effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the other Transaction Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. In addition, all transactions and dealings between the Issuer and its Affiliates will be conducted on an arm's-length basis.
Limited Liability Company Existence. During the term of this Agreement, the Retention Holder will keep in full force and effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its organization and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the other Transaction Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. In addition, all transactions and dealings between (i) the Retention Holder and the Transferor, and (ii) the Retention Holder and the Issuer will be conducted on an arm’s length basis.
Limited Liability Company Existence. Subject to Section 6.04, during the term of this Agreement, the Depositor will keep in full force and effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its organization and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby; provided that nothing herein shall prohibit the Depositor from converting into another form of entity provided that it complies with this Section 6.02 in all other respects except as to form. In addition, all transactions and dealings between the Depositor and its Affiliates will be conducted on an arm's-length basis.
Limited Liability Company Existence. Transferor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida, with full limited liability company power and authority to conduct its business as it is presently being conducted and to own and lease its properties and assets. Transferor is duly qualified to do business as a foreign limited liability company and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect with respect to Transferor. Copies of the certificate of formation and operating agreement of Transferor, and all amendments thereto, heretofore delivered to Parent (the “Transferor Organization Documents”) are accurate and complete as of the date hereof.
Limited Liability Company Existence. Section 6.02. Contracts Not to Be Evidenced by Promissory Notes.....................................58 Section 6.03.
Limited Liability Company Existence. The Borrower is a limited liability company duly organized, legally existing, and in good standing under the laws of its state of formation and is duly qualified as foreign limited liability company and is in good standing in all jurisdictions wherein the ownership of Property or the operation of its business necessitates same, other than those jurisdictions wherein the failure to so qualify will not have a Material Adverse Effect.
Limited Liability Company Existence. During the term of this Agreement, the Company will keep in full force and effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. In addition, all transactions and dealings between the Company and its Affiliates will be conducted on an arm's-length basis.
Limited Liability Company Existence. The Borrower will preserve and maintain its limited liability company existence. The Borrower shall not make or permit to exist any Investment or enter into or permit to exist any partnerships, joint ventures or any other business combinations, mergers or consolidations involving itself or any subsidiary.
