Common use of Nonconsolidation Clause in Contracts

Nonconsolidation. The Seller shall operate in such a manner that the separate corporate existence of the Seller would not be disregarded in the event of the bankruptcy or insolvency of any Swift Entity and Affiliate thereof and, without limiting the generality of the foregoing: (i) the Seller shall not engage in any activity other than those activities expressly permitted under the Seller’s organizational documents and the Transaction Documents, nor will the Seller enter into any agreement other than this Agreement, the other Transaction Documents to which it is a party and, with the prior written consent of the Administrative Agent, any other agreement necessary to carry out more effectively the provisions and purposes hereof or thereof; (ii) to the extent the Seller’s office is located in the offices of any Affiliate of the Seller, the Seller shall at all times pay fair market rent for such office space and a fair share of any overhead costs associated therewith; (iii) the Seller shall cause the financial statements, books, accounting records and other corporate documents and records of the Seller and the Originators to reflect the separate corporate existence of the Seller; (iv) except as otherwise expressly permitted hereunder, under the other Transaction Documents and under the Seller’s organizational documents, the Seller shall not permit any Swift Entity or Affiliate thereof to (A) pay the Seller’s expenses, (B) guarantee the Seller’s obligations, or (C) advance funds to the Seller for the payment of expenses or otherwise; (v) the Seller will not act as agent for any Swift Entity or Affiliate, but instead will present itself to the public as a corporation separate from each such Person and independently engaged in the business of purchasing and financing Receivables; (vi) the Seller will not commingle its assets with those of any Swift Entity or Affiliate or any other entity, and not hold itself out as being liable for the debts of another, (vii) the Seller will maintain the Seller’s books of account and payroll (if any) separate from those of any Swift Entity or Affiliate; (viii) the Seller will act solely in its corporate name and through its own authorized officers and agents, invoices and letterhead in a manner designed not to mislead third parties as to the separate identity of the Seller; (ix) the Seller will not permit any Swift Entity or Affiliate to mislead third parties by conducting or appearing to conduct business on behalf of the Seller or expressly or impliedly representing or suggesting that any Swift Entity or Affiliate is liable or responsible for the debts of the Seller or that the assets of such Swift Entity or Affiliate are available to pay the creditors of the Seller; (x) the Seller will maintain an arm’s-length relationship with each Originator and will separately manage its liabilities from those of any Swift Entity or Affiliate and pay its own liabilities, including all administrative expenses, from its own separate assets, provided that the Seller’s stockholder or other Affiliates may pay certain of the organizational costs of the Seller, and the Seller shall reimburse any Affiliate for its allocable portion of shared expenses paid by such Affiliate; (xi) the Seller will pay from its own assets all obligations and indebtedness of any kind incurred by the Seller; (xii) the Seller shall continuously maintain the resolutions, agreements and other instruments underlying the transactions described in the Transaction Documents as official records; (xiii) the Seller shall, and shall cause each Swift Entity to, comply with and not act contrary to (and cause to be true and correct) each of the facts and assumptions contained in the opinions of Xxxxx & Xxxxxx L.L.P. delivered pursuant to the Transaction Documents; and (xiv) the Seller shall at all times have at least one Independent Director (as defined in the Certificate of Incorporation of the Seller as of the date hereof) on its board of directors.

Nonconsolidation. The Seller shall will operate in such a manner that the separate corporate limited liability company existence of the Seller would not be disregarded in the event of the bankruptcy or insolvency of the Seller or any Swift Entity and Affiliate thereof member of the Seller and, without limiting the generality of the foregoing: (i) the Seller shall will not engage in any activity other than those activities expressly permitted under the Seller’s 's organizational documents and the Transaction Documents, nor will the Seller enter into any agreement other than this Agreement, the other Transaction Documents to which it is a party and, with the prior written consent of the Administrative Agent, any other agreement necessary to carry out carryout more effectively the provisions and purposes hereof or thereof; (ii) to the extent the Seller’s Seller will maintain a business office is located in the offices separate from that of any Affiliate each of the SellerOriginators, the Seller shall at all times pay fair market rent for Servicer, the Administrator and the Affiliates thereof (it being understood that such office may be located within any office space and a fair share of any overhead costs associated therewiththe Administrator); (iii) the Seller shall will cause the financial statements, books, accounting records statements and other corporate documents books and records of the Seller and the Originators to reflect the separate corporate existence of the SellerServicers and the Originators; (iv) except as otherwise expressly permitted hereunder, under the other Transaction Documents and under the Seller’s 's organizational documents, the Seller shall will not permit any Swift Entity Originator, the Administrator or any Affiliate thereof to (A) pay the Seller’s 's expenses, (B) guarantee the Seller’s 's obligations, or (C) advance funds to the Seller for the payment of expenses or otherwise; (v) the Seller will not act as agent for any Swift Entity Originator, the Administrator or Affiliateany Affiliate thereof, but instead will present itself to the public as a corporation limited liability company separate from each such Person and independently engaged in the business of purchasing and financing Receivables;; and (vi) the Seller will shall not commingle its assets with those of any Swift Entity or Affiliate or any other entity, and not hold itself out appoint a new manager as being liable for the debts of another, (vii) the Seller will maintain “Independent Director” under the Seller’s books of account and payroll (if any) separate from those of any Swift Entity or Affiliate; (viii) 's organizational documents without first confirming such proposed new Independent Director is acceptable to the Seller will act solely in its corporate name and through its own authorized officers and agents, invoices and letterhead Agent as evidenced in a manner designed not to mislead third parties as to the separate identity of the Seller; (ix) the Seller will not permit any Swift Entity or Affiliate to mislead third parties by conducting or appearing to conduct business on behalf of the Seller or expressly or impliedly representing or suggesting that any Swift Entity or Affiliate is liable or responsible for the debts of the Seller or that the assets of such Swift Entity or Affiliate are available to pay the creditors of the Seller; (x) the Seller will maintain an arm’s-length relationship with each Originator and will separately manage its liabilities from those of any Swift Entity or Affiliate and pay its own liabilities, including all administrative expenses, from its own separate assets, provided that the Seller’s stockholder or other Affiliates may pay certain of the organizational costs of the Seller, and the Seller shall reimburse any Affiliate for its allocable portion of shared expenses paid by such Affiliate; (xi) the Seller will pay from its own assets all obligations and indebtedness of any kind incurred writing executed by the Seller; (xii) the Seller shall continuously maintain the resolutions, agreements and other instruments underlying the transactions described in the Transaction Documents as official records; (xiii) the Seller shall, and shall cause each Swift Entity to, comply with and not act contrary to (and cause to be true and correct) each of the facts and assumptions contained in the opinions of Xxxxx & Xxxxxx L.L.P. delivered pursuant to the Transaction Documents; and (xiv) the Seller shall at all times have at least one Independent Director (as defined in the Certificate of Incorporation of the Seller as of the date hereof) on its board of directorsAgent.

Nonconsolidation. The Seller shall will operate in such a manner that the separate corporate existence of (A) the Seller and (B) the Seller Entities and each Affiliate thereof would not be disregarded in the event of the bankruptcy or insolvency of any Swift Seller Entity and or any Affiliate thereof and, without limiting the generality of the foregoing: (i) the Seller shall will not engage in any activity other than those activities expressly permitted under the Seller’s organizational documents and the Transaction Documents, nor will the Seller enter into any agreement other than this Agreement, the other Transaction Documents to which it is a party and, with the prior written consent of the Administrative Agent, any other agreement necessary to carry out carryout more effectively the provisions and purposes hereof or thereof; (ii) to the extent the Seller’s Seller will maintain a business office is located in the offices separate from that of any Affiliate each of the Seller, Seller Entities and the Seller shall at all times pay fair market rent for such office space and a fair share of any overhead costs associated therewithAffiliates thereof; (iii) the Seller shall will cause the financial statements, books, accounting records statements and other corporate documents books and records of the Seller and the Originators each Seller Entity and any Affiliate thereof to reflect the separate corporate existence of the Seller; (iv) except as otherwise expressly permitted hereunder, under the other Transaction Documents and under the Seller’s organizational documents, the Seller shall will not permit any Swift Seller Entity or Affiliate thereof to (A) pay the Seller’s expenses, (B) guarantee the Seller’s obligations, or (C) advance funds to the Seller for the payment of expenses or otherwise;otherwise other than as a capital contribution; and (v) the Seller will not act as agent for any Swift Seller Entity or AffiliateAffiliate thereof, but instead will present itself to the public as a corporation separate from each such Person and independently engaged in the business of purchasing and financing Receivables; (vi) the Seller will not commingle its assets with those of any Swift Entity or Affiliate or any other entity, and not hold itself out as being liable for the debts of another, (vii) the Seller will maintain the Seller’s books of account and payroll (if any) separate from those of any Swift Entity or Affiliate; (viii) the Seller will act solely in its corporate name and through its own authorized officers and agents, invoices and letterhead in a manner designed not to mislead third parties as to the separate identity of the Seller; (ix) the Seller will not permit any Swift Entity or Affiliate to mislead third parties by conducting or appearing to conduct business on behalf of the Seller or expressly or impliedly representing or suggesting that any Swift Entity or Affiliate is liable or responsible for the debts of the Seller or that the assets of such Swift Entity or Affiliate are available to pay the creditors of the Seller; (x) the Seller will maintain an arm’s-length relationship with each Originator and will separately manage its liabilities from those of any Swift Entity or Affiliate and pay its own liabilities, including all administrative expenses, from its own separate assets, provided that the Seller’s stockholder or other Affiliates may pay certain of the organizational costs of the Seller, and the Seller shall reimburse any Affiliate for its allocable portion of shared expenses paid by such Affiliate; (xi) the Seller will pay from its own assets all obligations and indebtedness of any kind incurred by the Seller; (xii) the Seller shall continuously maintain the resolutions, agreements and other instruments underlying the transactions described in the Transaction Documents as official records; (xiii) the Seller shall, and shall cause each Swift Entity to, comply with and not act contrary to (and cause to be true and correct) each of the facts and assumptions contained in the opinions of Xxxxx & Xxxxxx L.L.P. delivered pursuant to the Transaction Documents; and (xiv) the Seller shall at all times have at least one Independent Director (as defined in the Certificate of Incorporation of the Seller as of the date hereof) on its board of directors.

Nonconsolidation. The Seller shall operate in such a manner that the separate corporate existence of the Seller and each Seller Entity and Affiliate thereof would not be disregarded in the event of the bankruptcy or insolvency of any Swift Seller Entity and Affiliate thereof and, without limiting the generality of the foregoing: (i) the Seller shall not engage in any activity other than those activities expressly permitted under the Seller’s organizational documents and the Transaction Documents, nor will the Seller enter into any agreement other than this Agreement, the other Transaction Documents to which it is a party and, with the prior written consent of the Administrative AgentAgent (such consent not to be unreasonably withheld), any other agreement necessary to carry out carryout more effectively the provisions and purposes hereof or thereof; (ii) to the extent the Seller’s office is located in the offices of any Affiliate of the Seller, the Seller shall at all times pay fair market rent for such maintain a business office space separate from that of each of the Seller Entities and a fair share of any overhead costs associated therewiththe Affiliates thereof; (iii) the Seller shall cause the financial statements, books, accounting records statements and other corporate documents books and records of the Seller and the Originators each Originator to reflect the separate corporate existence of the Seller; (iv) the Seller shall except as otherwise expressly permitted hereunder, under the other Transaction Documents and under the Seller’s organizational documents, the Seller shall not permit any Swift Seller Entity or Affiliate thereof to (A) pay the Seller’s expenses, (B) guarantee the Seller’s obligations, or (C) advance funds to the Seller for the payment of expenses or otherwise;; and (v) the Seller will not act as agent for any Swift Seller Entity or Affiliate, but instead will present itself to the public as a corporation separate from each such Person and independently engaged in the business of purchasing and financing Receivables; (vi) the Seller will not commingle its assets with those of any Swift Entity or Affiliate or any other entity, and not hold itself out as being liable for the debts of another, (vii) the Seller will maintain the Seller’s books of account and payroll (if any) separate from those of any Swift Entity or Affiliate; (viii) the Seller will act solely in its corporate name and through its own authorized officers and agents, invoices and letterhead in a manner designed not to mislead third parties as to the separate identity of the Seller; (ix) the Seller will not permit any Swift Entity or Affiliate to mislead third parties by conducting or appearing to conduct business on behalf of the Seller or expressly or impliedly representing or suggesting that any Swift Entity or Affiliate is liable or responsible for the debts of the Seller or that the assets of such Swift Entity or Affiliate are available to pay the creditors of the Seller; (x) the Seller will maintain an arm’s-length relationship with each Originator and will separately manage its liabilities from those of any Swift Entity or Affiliate and pay its own liabilities, including all administrative expenses, from its own separate assets, provided that the Seller’s stockholder or other Affiliates may pay certain of the organizational costs of the Seller, and the Seller shall reimburse any Affiliate for its allocable portion of shared expenses paid by such Affiliate; (xi) the Seller will pay from its own assets all obligations and indebtedness of any kind incurred by the Seller; (xii) the Seller shall continuously maintain the resolutions, agreements and other instruments underlying the transactions described in the Transaction Documents as official records; (xiii) the Seller shall, and shall cause each Swift Entity to, comply with and not act contrary to (and cause to be true and correct) each of the facts and assumptions contained in the opinions of Xxxxx & Xxxxxx L.L.P. delivered pursuant to the Transaction Documents; and (xiv) the Seller shall at all times have at least one Independent Director (as defined in the Certificate of Incorporation of the Seller as of the date hereof) on its board of directors.

Nonconsolidation. The Seller shall operate in such a manner that the separate corporate existence of the Seller and each Seller Entity and Affiliate thereof would not be disregarded in the event of the bankruptcy or insolvency of any Swift Seller Entity and Affiliate thereof and, without limiting the generality of the foregoing: (i) the Seller shall not engage in any activity other than those activities expressly permitted under the Seller’s organizational documents and the Transaction Documents, nor will the Seller enter into any agreement other than this Agreement, the other Transaction Documents to which it is a party and, with the prior written consent of the Administrative Agent, any other agreement necessary to carry out carryout more effectively the provisions and purposes hereof or thereof; (ii) to the extent the Seller’s office is located in the offices of any Affiliate of the Seller, the Seller shall at all times pay fair market rent for such maintain a business office space separate from that of each of the Seller Entities and a fair share of any overhead costs associated therewiththe Affiliates thereof; (iii) the Seller shall cause the financial statements, books, accounting records statements and other corporate documents books and records of the Seller and the Originators Originator to reflect the separate corporate existence of the Seller; (iv) the Seller shall except as otherwise expressly permitted hereunder, under the other Transaction Documents and under the Seller’s organizational documents, the Seller shall not permit any Swift Seller Entity or Affiliate thereof to (A) pay the Seller’s expenses, (B) guarantee the Seller’s obligations, or (C) advance funds to the Seller for the payment of expenses or otherwise;; and (v) the Seller will not act as agent for any Swift Seller Entity or Affiliate, but instead will present itself to the public as a corporation limited liability company separate from each such Person and independently engaged in the business of purchasing and financing Receivables; (vi) the Seller will not commingle its assets with those of any Swift Entity or Affiliate or any other entity, and not hold itself out as being liable for the debts of another, (vii) the Seller will maintain the Seller’s books of account and payroll (if any) separate from those of any Swift Entity or Affiliate; (viii) the Seller will act solely in its corporate name and through its own authorized officers and agents, invoices and letterhead in a manner designed not to mislead third parties as to the separate identity of the Seller; (ix) the Seller will not permit any Swift Entity or Affiliate to mislead third parties by conducting or appearing to conduct business on behalf of the Seller or expressly or impliedly representing or suggesting that any Swift Entity or Affiliate is liable or responsible for the debts of the Seller or that the assets of such Swift Entity or Affiliate are available to pay the creditors of the Seller; (x) the Seller will maintain an arm’s-length relationship with each Originator and will separately manage its liabilities from those of any Swift Entity or Affiliate and pay its own liabilities, including all administrative expenses, from its own separate assets, provided that the Seller’s stockholder or other Affiliates may pay certain of the organizational costs of the Seller, and the Seller shall reimburse any Affiliate for its allocable portion of shared expenses paid by such Affiliate; (xi) the Seller will pay from its own assets all obligations and indebtedness of any kind incurred by the Seller; (xii) the Seller shall continuously maintain the resolutions, agreements and other instruments underlying the transactions described in the Transaction Documents as official records; (xiii) the Seller shall, and shall cause each Swift Entity to, comply with and not act contrary to (and cause to be true and correct) each of the facts and assumptions contained in the opinions of Xxxxx & Xxxxxx L.L.P. delivered pursuant to the Transaction Documents; and (xiv) the Seller shall at all times have at least one Independent Director (as defined in the Certificate of Incorporation of the Seller as of the date hereof) on its board of directors.

Nonconsolidation. The Seller shall will operate in such a manner that the separate corporate existence of the Seller and each Seller Entity and Affiliate thereof would not be disregarded in the event of the bankruptcy or insolvency of any Swift Seller Entity and Affiliate thereof and, without limiting the generality of the foregoing: (i) the Seller shall will not engage in any activity other than those activities expressly permitted under the Seller’s 's organizational documents and the Transaction Documents, nor will the Seller enter into any agreement other than this Agreement, the other Transaction Documents to which it is a party and, with the prior written consent of the Administrative Agent, any other agreement necessary to carry out more effectively the provisions and purposes hereof or thereof; (ii) to the extent the Seller’s Seller will maintain a business office is located in the offices separate from that of any Affiliate each of the Seller, Seller Entities and the Seller shall at all times pay fair market rent for such Affiliates thereof (which office space and a fair share may be located within the physical premises of any overhead costs associated therewiththe Parent pursuant to an arms' length agreement); (iii) the Seller shall will cause the financial statements, books, accounting records statements and other corporate documents books and records of the Seller and the Originators to reflect the separate corporate existence of the Seller; (iv) the Seller will not, except as otherwise expressly permitted hereunder, under the other Transaction Documents and under the Seller’s 's organizational documents, the authorize any Seller shall not permit any Swift Entity or Affiliate thereof to (A) pay the Seller’s 's expenses, (B) guarantee the Seller’s 's obligations, or (C) advance funds to the Seller for the payment of expenses or otherwise;otherwise except that Parent may make contributions to the capital of Seller; and (v) the Seller will not act as agent for any Swift Seller Entity or Affiliate, but instead will present itself to the public as a corporation separate from each such Person and independently engaged in the business of purchasing and financing Receivables; (vi) the Seller will not commingle its assets with those of any Swift Entity or Affiliate or any other entity, and not hold itself out as being liable for the debts of another, (vii) the Seller will maintain the Seller’s books of account and payroll (if any) separate from those of any Swift Entity or Affiliate; (viii) the Seller will act solely in its corporate name and through its own authorized officers and agents, invoices and letterhead in a manner designed not to mislead third parties as to the separate identity of the Seller; (ix) the Seller will not permit any Swift Entity or Affiliate to mislead third parties by conducting or appearing to conduct business on behalf of the Seller or expressly or impliedly representing or suggesting that any Swift Entity or Affiliate is liable or responsible for the debts of the Seller or that the assets of such Swift Entity or Affiliate are available to pay the creditors of the Seller; (x) the Seller will maintain an arm’s-length relationship with each Originator and will separately manage its liabilities from those of any Swift Entity or Affiliate and pay its own liabilities, including all administrative expenses, from its own separate assets, provided that the Seller’s stockholder or other Affiliates may pay certain of the organizational costs of the Seller, and the Seller shall reimburse any Affiliate for its allocable portion of shared expenses paid by such Affiliate; (xi) the Seller will pay from its own assets all obligations and indebtedness of any kind incurred by the Seller; (xii) the Seller shall continuously maintain the resolutions, agreements and other instruments underlying the transactions described in the Transaction Documents as official records; (xiii) the Seller shall, and shall cause each Swift Entity to, comply with and not act contrary to (and cause to be true and correct) each of the facts and assumptions contained in the opinions of Xxxxx & Xxxxxx L.L.P. delivered pursuant to the Transaction Documents; and (xiv) the Seller shall at all times have at least one Independent Director (as defined in the Certificate of Incorporation of the Seller as of the date hereof) on its board of directors.

Nonconsolidation. The Seller shall will operate in such a manner that the separate corporate existence of (A) the Seller and (B) the Seller Entities and each Affiliate thereof would not be disregarded in the event of the bankruptcy or insolvency of any Swift Seller Entity and or any Affiliate thereof and, without limiting the generality of the foregoing: (i) the Seller shall will not engage in any activity other than those activities expressly permitted under the Seller’s 's organizational documents and the Transaction Documents, nor will the Seller enter into any agreement other than this Agreement, the other Transaction Documents to which it is a party and, with the prior written consent of the Administrative Agent, any other agreement necessary to carry out carryout more effectively the provisions and purposes hereof or thereof; (ii) to the extent the Seller’s Seller will maintain a business office is located in the offices separate from that of any Affiliate each of the Seller, Seller Entities and the Seller shall at all times pay fair market rent for such office space and a fair share of any overhead costs associated therewithAffiliates thereof; (iii) the Seller shall will cause the financial statements, books, accounting records statements and other corporate documents books and records of the Seller and the Originators each Seller Entity and any Affiliate thereof to reflect the separate corporate existence of the Seller; (iv) except as otherwise expressly permitted hereunder, under the other Transaction Documents and under the Seller’s 's organizational documents, the Seller shall will not permit any Swift Seller Entity or Affiliate thereof to (A) pay the Seller’s 's expenses, (B) guarantee the Seller’s 's obligations, or (C) advance funds to the Seller for the payment of expenses or otherwise;otherwise other than as a capital contribution; and (v) the Seller will not act as agent for any Swift Seller Entity or AffiliateAffiliate thereof, but instead will present itself to the public as a corporation separate from each such Person and independently engaged in the business of purchasing and financing Receivables; (vi) the Seller will not commingle its assets with those of any Swift Entity or Affiliate or any other entity, and not hold itself out as being liable for the debts of another, (vii) the Seller will maintain the Seller’s books of account and payroll (if any) separate from those of any Swift Entity or Affiliate; (viii) the Seller will act solely in its corporate name and through its own authorized officers and agents, invoices and letterhead in a manner designed not to mislead third parties as to the separate identity of the Seller; (ix) the Seller will not permit any Swift Entity or Affiliate to mislead third parties by conducting or appearing to conduct business on behalf of the Seller or expressly or impliedly representing or suggesting that any Swift Entity or Affiliate is liable or responsible for the debts of the Seller or that the assets of such Swift Entity or Affiliate are available to pay the creditors of the Seller; (x) the Seller will maintain an arm’s-length relationship with each Originator and will separately manage its liabilities from those of any Swift Entity or Affiliate and pay its own liabilities, including all administrative expenses, from its own separate assets, provided that the Seller’s stockholder or other Affiliates may pay certain of the organizational costs of the Seller, and the Seller shall reimburse any Affiliate for its allocable portion of shared expenses paid by such Affiliate; (xi) the Seller will pay from its own assets all obligations and indebtedness of any kind incurred by the Seller; (xii) the Seller shall continuously maintain the resolutions, agreements and other instruments underlying the transactions described in the Transaction Documents as official records; (xiii) the Seller shall, and shall cause each Swift Entity to, comply with and not act contrary to (and cause to be true and correct) each of the facts and assumptions contained in the opinions of Xxxxx & Xxxxxx L.L.P. delivered pursuant to the Transaction Documents; and (xiv) the Seller shall at all times have at least one Independent Director (as defined in the Certificate of Incorporation of the Seller as of the date hereof) on its board of directors.