Common use of Restrictions on Activities Clause in Contracts

Restrictions on Activities. Notwithstanding any other provision contained in this Agreement: (1) The Company will maintain financial statements, bank accounts, records, payroll and books of account separate and apart from the Member, any Affiliate or other Person; (2) Funds and other assets of the Company shall be separately identified and segregated. All of the Company's assets shall at all times be held by or on behalf of the Company, and, if held by another Person, shall at all times be kept identifiable (in accordance with customary usages) as assets owned by the Company. In no event shall any of the Company's assets be held on its behalf by any Affiliate; (3) The Company will pay from its own funds and assets all obligations and indebtedness incurred by it and shall not pay the general overhead and expenses of the Member of the Company; (4) Each of the Company and the Member of the Company will conduct its business solely in its own name so as not to mislead others as to the identity of the Member of the Company or the identity of the Company; (5) The Company shall not guarantee the obligations or liabilities of any Person including the Member or Affiliate of the Company nor shall the Company hold out its credit as being available to satisfy the obligations or liabilities of any Person including the Member or Affiliate of the Company; (6) All business transactions entered into by the Company with an Affiliate will be on terms and conditions that are not more or less favorable to the Company than terms and conditions available at the time to the Company for comparable transactions with Persons who are not Affiliates of the Company; (7) The Company will at all times hold itself out to the public (including any Affiliate's creditors) as a separate and distinct entity operating under the Company's own name and the Company shall act solely in its own name and through its own authorized representatives; (8) The Company will have a sufficient number of employees, or will contract for the use of a sufficient number of employees, in light of its stated business purpose, and will compensate all employees, in light of its stated business purpose, and will compensate all employees, consultants and agents directly, from the Company's bank accounts, for services provided to the Company by such employees, consultants and agents, except to the extent that any employee, consultant or agent of the Company is also an employee, consultant or agent of any Affiliate(s) and the compensation of such employee, consultant or agent is allocated between the Company and such Affiliate(s) on a basis which reflects the services rendered to the Company and such Affiliate(s), and otherwise will pay from its own funds and assets all obligations and indebtedness incurred by it; (9) The Company shall not pay the general overhead and expenses of the Member or Affiliates of the Company and shall not permit the Member or Affiliates to pay any of the Company's overhead or expenses; provided, that overhead expenses (including, without limitation, telephone and other utility charges) may be shared between the Company and the Member or such Affiliate so long as such items are allocated between the Company and the Member or 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; (10) The Company shall have separate stationery, invoices and checks in its own name; (11) The Company shall observe all formalities as a distinct entity, and ensure that all appropriate actions are duly authorized by its Member; (12) The Company shall correct any misunderstanding known to the Company regarding the separate identity of the Company; (13) The Company shall maintain adequate capital in light of its contemplated business operations; (14) The Company shall not incur any indebtedness or liabilities except for (i) liabilities incurred in the ordinary course of the Company's business; (ii) liabilities permitted to be incurred by any Transaction Documents; and (iii) unsecured loans from Affiliates of the Company in order to accommodate the Company's normal cash management procedures; and (15) So long as the obligations of the Company under any Transaction Documents are outstanding, (a) the Company shall not (i) consolidate, merge or acquire all or substantially all of the assets of a Person (except for consolidations or mergers where the Company is the surviving Person and all the other restrictions set forth in this Section 3.2 continue to be met) or (ii) sell or dispose of all or substantially all of its assets, except in either case to the extent permitted by any Transaction Documents; (b) the Company shall not engage in any business other than that set forth in Section 3.1 of the Agreement; and (c) the Company shall not acquire any property or own assets other than in furtherance of the Company's purpose set forth in Section 3.1. Failure of the Company, or the Member on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement, shall not affect the status of the Company as a separate legal entity or the limited liability of the Member.

Restrictions on Activities. Notwithstanding any other provision contained in this Agreement: (1) The Company will maintain financial statements, bank accounts, records, payroll and books of account separate and apart from the Member, any Affiliate or other Person; (2) Funds and other assets of the Company shall be separately identified and segregated. All of the Company's assets shall at all times be held by or on behalf of the Company, and, if held by another Person, shall at all times be kept identifiable (in accordance with customary usages) as assets owned by the Company. In no event shall any of the Company's assets be held on its behalf by any Affiliate; (3) The Company will pay from its own funds and assets all obligations and indebtedness incurred by it and shall not pay the general overhead and expenses of the Member of the Company; (4) Each of the Company and the Member of the Company will conduct its business solely in its own name so as not to mislead others as to the identity of the Member of the Company or the identity of the Company; (5) The Company shall not guarantee the obligations or liabilities of any Person including the Member or any Affiliate of the Company nor shall the Company hold out its credit as being available to satisfy the obligations or liabilities of any Person including the Member or any Affiliate of the Company; (6) All business transactions entered into by the Company with an Affiliate will be on terms and conditions that are not more or less favorable to the Company than terms and conditions available at the time to the Company for comparable transactions with Persons who are not Affiliates of the Company; (7) The Company will at all times hold itself out to the public (including any Affiliate's creditors) as a separate and distinct entity operating under the Company's own name and the Company shall act solely in its own name and through its own authorized representatives; (8) The Company will have a sufficient number of employees, or will contract for the use of a sufficient number of employees, in light of its stated business purpose, and will compensate all employees, in light of its stated business purpose, and will compensate all employees, consultants and agents directly, from the Company's bank accounts, for services provided to the Company by such employees, consultants and agents, except to the extent that any employee, consultant or agent of the Company is also an employee, consultant or agent of any Affiliate(s) and the compensation of such employee, consultant or agent is allocated between the Company and such Affiliate(s) on a basis which reflects the services rendered to the Company and such Affiliate(s), and otherwise will pay from its own funds and assets all obligations and indebtedness incurred by it; (9) The Company shall not pay the general overhead and expenses of the Member or Affiliates of the Company and shall not permit the Member or Affiliates to pay any of the Company's overhead or expenses; provided, that overhead expenses (including, without limitation, telephone and other utility charges) may be shared between the Company and the Member or such Affiliate so long as such items are allocated between the Company and the Member or 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; (10) The Company shall have separate stationery, invoices and checks in its own name; (11) The Company shall observe all formalities as a distinct entity, and ensure that all appropriate actions are duly authorized by its Member; (12) The Company shall correct any misunderstanding known to the Company regarding the separate identity of the Company; (13) The Company shall maintain adequate capital in light of its contemplated business operations; (14) The Company shall not incur any indebtedness or liabilities except for (i) liabilities incurred in the ordinary course of the Company's business; (ii) liabilities permitted to be incurred by any Transaction Documents; and (iii) unsecured loans from Affiliates of the Company in order to accommodate the Company's normal cash management procedures; and (15) So long as the obligations of the Company under any Transaction Documents are outstanding, (a) the Company shall not (i) consolidate, merge or acquire all or substantially all of the assets of a Person (except for consolidations or mergers where the Company is the surviving Person and all the other restrictions set forth in this Section 3.2 continue to be met) or (ii) sell or dispose of all or substantially all of its assets, except in either case to the extent permitted by any Transaction Documents; (b) the Company shall not engage in any business other than that set forth in Section 3.1 of the this Agreement; and (c) the Company shall not acquire any property or own assets other than in furtherance of the Company's purpose purposes set forth in Section 3.1. Failure of the Company, or the Member on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement, shall not affect the status of the Company as a separate legal entity or the limited liability of the Member.

Restrictions on Activities. Notwithstanding any other provision contained in this Agreement: (1) The Company will maintain financial statements, bank accounts, records, payroll and books of account separate and apart from the Member, any Affiliate or other Person; (2) Funds and other assets of the Company shall be separately identified and segregated. All of the Company's ’s assets shall at all times be held by or on behalf of the Company, and, if held by another Person, shall at all times be kept identifiable (in accordance with customary usages) as assets owned by the Company. In no event shall any of the Company's ’s assets be held on its behalf by any Affiliate; (3) The Company will pay from its own funds and assets all obligations and indebtedness incurred by it and shall not pay the general overhead and expenses of the Member of the Company; (4) Each of the Company and the Member of the Company will conduct its business solely in its own name so as not to mislead others as to the identity of the Member of the Company or the identity of the Company; (5) The Company shall not guarantee the obligations or liabilities of any Person including the Member or any Affiliate of the Company nor shall the Company hold out its credit as being available to satisfy the obligations or liabilities of any Person including the Member or any Affiliate of the Company; (6) All business transactions entered into by the Company with an Affiliate will be on terms and conditions that are not more or less favorable to the Company than terms and conditions available at the time to the Company for comparable transactions with Persons who are not Affiliates of the Company; (7) The Company will at all times hold itself out to the public (including any Affiliate's ’s creditors) as a separate and distinct entity operating under the Company's ’s own name and the Company shall act solely in its own name and through its own authorized representatives; (8) The Company will have a sufficient number of employees, or will contract for the use of a sufficient number of employees, in light of its stated business purpose, and will compensate all employees, in light of its stated business purpose, and will compensate all employees, consultants and agents directly, from the Company's ’s bank accounts, for services provided to the Company by such employees, consultants and agents, except to the extent that any employee, consultant or agent of the Company is also an employee, consultant or agent of any Affiliate(s) and the compensation of such employee, consultant or agent is allocated between the Company and such Affiliate(s) on a basis which reflects the services rendered to the Company and such Affiliate(s), and otherwise will pay from its own funds and assets all obligations and indebtedness incurred by it; (9) The Company shall not pay the general overhead and expenses of the Member or Affiliates of the Company and shall not permit the Member or Affiliates to pay any of the Company's ’s overhead or expenses; provided, that overhead expenses (including, without limitation, telephone and other utility charges) may be shared between the Company and the Member or such Affiliate so long as such items are allocated between the Company and the Member or 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; (10) The Company shall have separate stationery, invoices and checks in its own name; (11) The Company shall observe all formalities as a distinct entity, and ensure that all appropriate actions are duly authorized by its Member; (12) The Company shall correct any misunderstanding known to the Company regarding the separate identity of the Company; (13) The Company shall maintain adequate capital in light of its contemplated business operations; (14) The Company shall not incur any indebtedness or liabilities except for (i) liabilities incurred in the ordinary course of the Company's ’s business; (ii) liabilities permitted to be incurred by any Transaction Documents; and (iii) unsecured loans from Affiliates of the Company in order to accommodate the Company's ’s normal cash management procedures; and (15) So long as the obligations of the Company under any Transaction Documents are outstanding, (a) the Company shall not (i) consolidate, merge or acquire all or substantially all of the assets of a Person (except for consolidations or mergers where the Company is the surviving Person and all the other restrictions set forth in this Section 3.2 continue to be met) or (ii) sell or dispose of all or substantially all of its assets, except in either case to the extent permitted by any Transaction Documents; (b) the Company shall not engage in any business other than that set forth in Section 3.1 of the this Agreement; and (c) the Company shall not acquire any property or own assets other than in furtherance of the Company's purpose ’s purposes set forth in Section 3.1. Failure of the Company, or the Member on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement, shall not affect the status of the Company as a separate legal entity or the limited liability of the Member.

Restrictions on Activities. Notwithstanding any other provision contained in this Agreement: (1) The Company will maintain financial statements, bank accounts, records, payroll and books of account separate and apart from the Member, any Affiliate or other Person; (2) Funds and other assets of the Company shall be separately identified and segregated. All of the Company's assets shall at all times be held by or on behalf of the Company, and, if held by another Person, shall at all times be kept identifiable (in accordance with customary usages) as assets owned by the Company. In no event shall any of the Company's assets be held on its behalf by any Affiliate; (3) The Company will pay from its own funds and assets all obligations and indebtedness incurred by it and shall not pay the general overhead and expenses of the Member of the Company; (4) Each of the Company and the Member of the Company will conduct its business solely in its own name so as not to mislead others as to the identity of the Member of the Company or the identity of the Company; ; (5) The Company shall not guarantee the obligations or liabilities of any Person including the Member or any Affiliate of the Company nor shall the Company hold out its credit as being available to satisfy the obligations or liabilities of any Person including the Member or any Affiliate of the Company; (6) All business transactions entered into by the Company with an Affiliate will be on terms and conditions that are not more or less favorable to the Company than terms and conditions available at the time to the Company for comparable transactions with Persons who are not Affiliates of the Company; (7) The Company will at all times hold itself out to the public (including any Affiliate's creditors) as a separate and distinct entity operating under the Company's own name and the Company shall act solely in its own name and through its own authorized representatives; (8) The Company will have a sufficient number of employees, or will contract for the use of a sufficient number of employees, in light of its stated business purpose, and will compensate all employees, in light of its stated business purpose, and will compensate all employees, consultants and agents directly, from the Company's bank accounts, for services provided to the Company by such employees, consultants and agents, except to the extent that any employee, consultant or agent of the Company is also an employee, consultant or agent of any Affiliate(s) and the compensation of such employee, consultant or agent is allocated between the Company and such Affiliate(s) on a basis which reflects the services rendered to the Company and such Affiliate(s), and otherwise will pay from its own funds and assets all obligations and indebtedness incurred by it; (9) The Company shall not pay the general overhead and expenses of the Member or Affiliates of the Company and shall not permit the Member or Affiliates to pay any of the Company's overhead or expenses; provided, that overhead expenses (including, without limitation, telephone and other utility charges) may be shared between the Company and the Member or such Affiliate so long as such items are allocated between the Company and the Member or 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; (10) The Company shall have separate stationery, invoices and checks in its own name; (11) The Company shall observe all formalities as a distinct entity, and ensure that all appropriate actions are duly authorized by its Member; (12) The Company shall correct any misunderstanding known to the Company regarding the separate identity of the Company; (13) The Company shall maintain adequate capital in light of its contemplated business operations; (14) The Company shall not incur any indebtedness or liabilities except for (i) liabilities incurred in the ordinary course of the Company's business; (ii) liabilities permitted to be incurred by any Transaction Documents; and (iii) unsecured loans from Affiliates of the Company in order to accommodate the Company's normal cash management procedures; and (15) So long as the obligations of the Company under any Transaction Documents are outstanding, (a) the Company shall not (i) consolidate, merge or acquire all or substantially all of the assets of a Person (except for consolidations or mergers where the Company is the surviving Person and all the other restrictions set forth in this Section 3.2 continue to be met) or (ii) sell or dispose of all or substantially all of its assets, except in either case to the extent permitted by any Transaction Documents; (b) the Company shall not engage in any business other than that set forth in Section 3.1 of the this Agreement; and (c) the Company shall not acquire any property or own assets other than in furtherance of the Company's purpose purposes set forth in Section 3.1. Failure of the Company, or the Member on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement, shall not affect the status of the Company as a separate legal entity or the limited liability of the Member.