Non-Consolidation. The Borrower shall at all times act in a manner such that each of the assumptions made by Xxxxxxx Xxxx & Xxxxx LLP in their opinion delivered pursuant to Section 3.1(f)(ii) is true and accurate in all material respects. The Borrower shall at all times observe and be in compliance in all material respects with all covenants and requirements in the Borrower LLC Agreement.
Non-Consolidation. Holdings will and will cause each of its Subsidiaries to: (i) maintain entity records and books of account separate from those of any other entity which is an Affiliate of such entity; (ii) not commingle its funds or assets with those of any other entity which is an Affiliate of such entity; and (iii) provide that its board of directors or other analogous governing body will hold all appropriate meetings to authorize and approve such entity’s actions, which meetings will be separate from those of other entities.
Non-Consolidation. The Borrower shall at all times refrain from any action, or conducting its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding, or that otherwise causes it to make incorrect any of the assumptions made by Dechert LLP in its opinions delivered pursuant to Section 3.1.
Non-Consolidation. (i) The Borrower shall not have employees. The Borrower may enter into service agreements with an Affiliate, such that the employees of such entity act on behalf of the Borrower; provided, however, that such employees shall at all times hold themselves out to third parties as representatives of the Borrower while performing duties under such service agreements.
(ii) Any Affiliates shall act as agents of the Borrower solely through express agencies; provided, however, that such Affiliate fully discloses to any third party the agency relationship with the Borrower; provided, further, that such Affiliate receives fair compensation or compensation consistent with regulatory requirements, as appropriate, from the Borrower for the services provided. The Borrower shall not act as an agent for any Affiliate.
(iii) The Borrower shall not nor shall it allow any Person to acquire any, merge into or consolidate with any Person or entity or, to the fullest extent permitted by law, dissolve, terminate or liquidate in whole or in part, transfer, lease or otherwise dispose of any of its assets other than in accordance with the Transaction Documents, or change its legal structure, fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its incorporation or to the fullest extent permitted by law, seek dissolution or winding up in whole, or in part.
(iv) The Borrower shall allocate all overhead expenses (other than expenses allocable to the Borrower’s use of office space made available by an Affiliate) for items shared between the Borrower and such Affiliate, 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) The Borrower shall ensure that all actions of the Borrower are duly authorized by its authorized officers, as appropriate.
(vi) The Borrower shall maintain its bank accounts, books and records separately from those of its Affiliates, and use the name “Golden Gate III Vermont Captive Insurance Company” in all correspondence, and use separate invoices and checks.
(vii) The Borrower shall maintain its own records, books, resolutions and agreements, and such books and records shall be adequate and sufficient to identify all of its assets.
(viii) The Borrower shall prepare financial statements for itself that are separate from the financial statements and accounting records of...
Non-Consolidation. All of the assumptions made in that certain substantive non-consolidation opinion letter of even date herewith delivered by Borrower's counsel in connection herewith and any subsequent non-consolidation opinion delivered in accordance with the terms and conditions of this Mortgage and/or the Note, including, but not limited to, any exhibits attached thereto (the "Non-Consolidation Opinion"), are true and correct in all respects. Borrower has complied and will comply with all of the assumptions made with respect to it in the Non-Consolidation Opinion. Each entity other than Borrower with respect to which an assumption is made in the Non-Consolidation Opinion has complied and will comply with all of the assumptions made with respect to it in the Non-Consolidation Opinion.
Non-Consolidation. Company will and will cause each of its Restricted Subsidiaries (other than an Owner-Trustee) to: (i) maintain entity records and books of account separate from those of any other entity which is an Affiliate of such entity; and (ii) provide that its board of directors or other analogous governing body will hold all appropriate meetings to authorize and approve such entity’s actions, which meetings will be separate from those of other entities.
Non-Consolidation. The Borrower will, and will cause each of its Subsidiaries to, (i) maintain entity records and books of account separate from those of any other entity (other than the Obligors) which is an Affiliate of such entity; and (ii) not commingle its funds or assets with those of any other entity (other than the Obligors) which is an Affiliate of such entity.
Non-Consolidation. Borrower will and will cause each of its Subsidiaries to (i) maintain entity records and books of account separate from those of any other entity which is an Affiliate of such entity; (ii) not commingle its funds or assets with those of any other entity which is an Affiliate of such entity; and (iii) provide that its board of directors or other analogous governing body will hold all appropriate meetings to authorize and approve such entity’s actions, which meetings will be separate from those of other entities.
Non-Consolidation. From the date of formation of the Borrower to the Closing Date, the Borrower has complied in all material respects with the non-consolidation covenants set forth in Section 6.01(l).
Non-Consolidation. Each of the Loan Parties will: (a) maintain entity records and books of account separate from those of any other entity which is an Affiliate of such Loan Party; (b) not commingle its funds or assets with those of any other entity which is an Affiliate of such Loan Party; and (c) provide that its board of directors or other analogous governing body will hold all appropriate meetings to authorize and approve such Person's entity actions, which meetings will be separate from those of other Loan Parties.
