Maintenance of Separateness. The Manager covenants that, except as otherwise contemplated by the Transaction Documents:
(a) the books and records of the Securitization Entities shall be maintained separately from those of the Manager and each of its Affiliates that is not a Securitization Entity;
(b) the Manager shall observe (and shall cause each of its Affiliates that is not a Securitization Entity to observe) corporate and limited liability company formalities in its dealings with any Securitization Entity;
(c) all financial statements of the Manager that are consolidated to include any Securitization Entity and that are distributed to any party shall contain detailed notes clearly stating that (i) all of such Securitization Entity’s assets are owned by such Securitization Entity and (ii) such Securitization Entity is a separate entity and has separate creditors;
(d) except as contemplated under Sections 2.2(d), 2.2(e), 2.2(f) and 2.2(g), of this Agreement, the Manager shall not (and shall not permit any of its Affiliates that is not a Securitization Entity to) commingle its funds with any funds of any Securitization Entity; provided that the foregoing shall not prohibit the Manager or any successor to or assignee of the Manager from holding funds of the Securitization Entities in its capacity as Manager for such entity in a segregated account identified for such purpose;
(e) the Manager shall (and shall cause each of its Affiliates that is not a Securitization Entity to) maintain arm’s length relationships with each Securitization Entity, and each of the Manager and each of its Affiliates that is not a Securitization Entity shall be compensated at market rates for any services it renders or otherwise furnishes to any Securitization Entity, it being understood that the Monthly Management Fee, the Supplemental Management Fee, this Agreement, and the Collateral Documents are representative of such arm’s length relationship;
(f) the Manager shall not be, and shall not hold itself out to be, liable for the debts of any Securitization Entity or the decisions or actions in respect of the daily business and affairs of any Securitization Entities and the Manager shall not permit any Securitization Entities to hold the Manager out to be liable for the debts of such Securitization Entity or the decisions or actions in respect of the daily business and affairs of such Securitization Entity; and
(g) upon an officer or other responsible party of the Manager obtaining Actual Knowledge that any o...
Maintenance of Separateness. The Borrower will, and will cause each other Loan Party to, shall observe organizational formalities and keep books and records separate from MPC and the other MPC Companies.
Maintenance of Separateness. (i) The Borrower will:
(a) maintain books and records separate from those of any other Person, including any of its partnership interest holders or any Affiliate or Subsidiary;
(b) maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets;
(c) observe all limited partnership formalities;
(d) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person, including any of its partnership interest holders and its Affiliates and Subsidiaries;
(e) conduct its business in its name or in business names or trade names of the Borrower or its Subsidiaries and use separate stationery, invoices and checks; and
(f) not assume, guarantee or pay the debts or obligations of or hold itself out as being available to satisfy the obligations of any other Person, including any of its partnership interest holders and its Affiliates and Subsidiaries, except as is expressly permitted by the terms of this Agreement.
(ii) To the extent that the Borrower shares the same officers or other employees as any of its Affiliates, the salaries of and the expenses relating to providing benefits to such officers and employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees.
(iii) To the extent that the Borrower jointly contracts with any of its Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in doing so shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Borrower contracts or does business with vendors or service providers where the goods and services are partially for the benefit of an Affiliate, the costs incurred in doing so shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs.
(iv) To the extent that the Borrower or its Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses.
Maintenance of Separateness. Each Loan Party shall observe organizational formalities and keep books and records separate from MPC.
Maintenance of Separateness. Borrower shall:
(a) maintain its own separate books and records and bank accounts;
(b) at all times conduct its business solely in its own name and in a manner not misleading to third parties as to its identity (including through the use of separate stationary or letterhead);
(c) not commingle its assets with the assets of any other Person and hold its assets in its own name;
(d) comply strictly with any organization formalities to maintain its separate existence;
(e) pay its own liabilities out of its own funds (after giving effect to any intercompany loans or additional investments, directly or indirectly, by Guarantor permitted under the Margin Loan Documents);
(f) maintain an arm’s-length relationship with its Affiliates and enter into transactions with Affiliates only on a commercially reasonable basis and on terms similar to those of an arm’s-length transaction (except to the extent that Borrower may enter into any contract or any other affiliate transaction permitted under the Margin Loan Documents, including making Permitted Investments);
(g) maintain adequate capital appropriate to the contemplated business purpose, transactions and liabilities of Borrower; provided that Guarantor, as the ultimate beneficial owner, shall not be required to make any additional capital contributions to the Company except as required by, or occurring in connection with, the guarantee by Guarantor in favor of Administrative Agent and the Lenders;
(h) cause the directors, officers, agents and other representatives of Borrower to act at all times with respect to Borrower consistently and in furtherance of the foregoing and in the best interests of Borrower;
(i) not identify itself as a division of any other Person and use reasonable efforts to correct any known misunderstanding regarding the separate identity of Borrower; and
(j) any financial statements maintained by Borrower shall show its assets and liabilities separate and apart from those of any other Person.
Maintenance of Separateness. Holdings will, and will cause each of its Subsidiaries to, satisfy customary corporate formalities including the holding of regular board of directors' and shareholders' meetings and the maintenance of corporate offices and records. None of the Borrower nor any of its Subsidiaries shall make any payment to a creditor of Holdings in respect of any liability of Holdings which is not a liability of the Borrower or such Subsidiary, and no bank account of Holdings shall be commingled with any bank account of the Borrower or any of its Subsidiaries. Any financial statements distributed to any creditors of Holdings shall, to the extent permitted by GAAP, clearly establish the corporate separateness of Holdings from the Borrower and its Subsidiaries. Finally, neither Holdings nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings being ignored, or in the assets and liabilities of the Borrower or any of its Subsidiaries being substantively consolidated with those of Holdings in a bankruptcy, reorganization or other insolvency proceeding.
Maintenance of Separateness. Satisfy customary corporate formalities including the holding of regular board of directors’ and shareholders’ meetings and the maintenance of corporate offices and records. None of the Borrower nor any of its Subsidiaries shall make any payment to a creditor of any Joint Venture in respect of any liability of any Joint Venture which is not a liability of the Borrower or such Subsidiary (other than Guarantee Obligations by the Borrower or any Subsidiary of the obligations of Joint Ventures permitted hereunder), and no bank account of any Joint Venture shall be commingled with any bank account of the Borrower or any of its Subsidiaries. Any financial statements distributed to any creditors of any Joint Venture shall, to the extent permitted by GAAP, clearly establish the corporate separateness of such Joint Venture from the Borrower and its Subsidiaries. Finally, neither the Borrower nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which could result in the assets and liabilities of the Borrower or any of its Subsidiaries being substantively consolidated with those of any Joint Venture in a bankruptcy, reorganization or other insolvency proceeding.
Maintenance of Separateness. Each Credit Party will, and will cause each of its Subsidiaries to, satisfy customary corporate and organizational formalities, including the holding of regular board of directors' and shareholders' meetings or action by directors or shareholders without a meeting and the maintenance of corporate offices and records. The Credit Parties shall take all actions as may be required to maintain an executive committee for the Unit Subsidiary with at least one member that is not and, during the one-year period immediately preceding the time of initial appointment of such member to such executive committee, was not an employee, officer, director, shareholder, or partner of the Borrower or any of its Affiliates. In dealing with their respective creditors, none of Holdings, the Borrower or any of their respective Subsidiaries shall act in a manner which would cause its creditors to believe that any such Person was not a separate corporate entity from the other such Persons. Without limiting the foregoing, the consolidated financial statements of each of Holdings and the Borrower shall, through appropriate footnote disclosure, indicate the assets from time to time held by the Unit Subsidiary, as opposed to Holdings or the Borrower, as the case may be, and their other Subsidiaries. Finally, from and after the Effective Date, no Credit Party nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which would be reasonably likely to result in the separate existence of the Unit Subsidiary being ignored, or in the assets and liabilities of the Unit Subsidiary being substantively consolidated with those of any of Holdings, the Borrower or any of their respective Subsidiaries (other than the Unit Subsidiary) in a bankruptcy, reorganization or other insolvency proceeding.
Maintenance of Separateness. (a) (i) Maintain books and records separate from those of any other Person, including any Sunoco, Inc. Affiliate;
Maintenance of Separateness. Fail at any time to satisfy customary corporate formalities, including the holding of regular board of directors' and shareholders' meetings and the maintenance of corporate records, or take any action or conduct its affairs in any manner which is likely to result in the corporate existence of the Parent Company being ignored, or in the assets and liabilities of the Borrower or of any of its Subsidiaries being substantively consolidated with those of the Parent Company in any Insolvency Proceeding.
