Separate Business Clause Samples

Separate Business. The Partnership shall keep its business and affairs and all of the Partnership Property and operations separate and distinct from the business, affairs, property and assets and operations of the Partners and of any other Person in which any of them may be or become interested.

Separate Business. CAC shall not: (i) fail to maintain separate books, financial statements, accounting records and other corporate documents from those of Funding; (ii) commingle any of its assets or the assets of any of its Affiliates with those of Funding (except to the extent that CAC acts as the Servicer of the Loans); (iii) pay from its own assets any obligation or indebtedness of any kind incurred by Funding (or the Trust); and (iv) directly, or through any of its Affiliates, borrow funds or accept credit or guaranties from Funding.

Separate Business. (a) The Debtor shall be a limited purpose entity whose primary activities are restricted in the Trust Agreement to (i) purchasing or otherwise acquiring from AmeriCredit or AMC, owning, holding, granting security interests or selling interests in Affected Assets, (ii) entering into agreements for the selling, financing and servicing of the Affected Assets, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. The Debtor shall not create any Subsidiaries or divisions. The Debtor shall not engage in any business other than the transactions contemplated by the Transaction Documents. The Debtor shall at all times (a) to the extent the Debtor’s office is located in the offices of AmeriCredit, AMC or any Affiliate of AmeriCredit or AMC, pay fair market rent for its executive office space located in such offices, (b) maintain the Debtor’s books, financial statements, accounting records and other trust documents and records separate from those of AmeriCredit, AMC or any other entity, (c) not commingle the Debtor’s assets with those of AmeriCredit, AMC or any other entity, (d) act solely in its own name and through its own authorized officers and agents, (e) make investments directly or by brokers engaged and paid by the Debtor or its agents (provided that if any such agent is an Affiliate of the Debtor it shall be compensated at a fair market rate for its services), (f) separately manage its liabilities from those of AmeriCredit, AMC or any Affiliates of AmeriCredit or AMC and pay its own liabilities, including all administrative expenses, from its own separate assets, except that AmeriCredit may pay the organizational expenses of the Debtor, and (g) pay from the Debtor’s assets all obligations and indebtedness of any kind incurred by the Debtor. The Debtor shall abide by all trust formalities, and the Debtor shall cause its financial statements to be prepared in accordance with GAAP in a manner that indicates the separate existence of the Debtor and its assets and liabilities. The Debtor shall (i) pay all its liabilities, (ii) not assume the liabilities of AmeriCredit, AMC or any Affiliate of AmeriCredit or AMC, (iii) not lend funds or extend credit to AmeriCredit, AMC or any Affiliate of AmeriCredit or AMC and (iv) not guarantee the liabilities of AmeriCredit, AMC or any Affiliates of AmeriCredit or AMC. The officers of the Debtor (as appropriate) shall make decisions with respect to the business and...

Separate Business. It will: (i) (A) maintain and prepare financial reports, financial statements, books and records and bank accounts separate from those of its Affiliates and any other person or entity and (B) not permit any Affiliate or any other person or entity independent access to its bank accounts; (ii) not commingle its funds and other assets with those of any Affiliate, any guarantor of any of the obligations of the Corporation (each, a "Guarantor"), any Affiliate of any Guarantor or any other person or entity (other than any such commingling which might result from the performance of the Servicer's duties in accordance with any Servicing Agreement); (iii) conduct its own business in its own name and will hold all of its assets in its own name; (iv) remain solvent and pay its debts and liabilities (including employment and overhead expenses) from its assets as the same become due; (v) do all things necessary to observe corporate formalities, and preserve its existence as a single-purpose, bankruptcy-remote entity in accordance with the standards of the Rating Agencies providing ratings on the Notes, as such standards are in effect on the date of issuance of the Notes; (vi) enter into transactions with Affiliates only if each such transaction is commercially reasonable and on substantially similar terms as a transaction that would be entered into on an arm's length basis with a person or entity other than an Affiliate of the Corporation; (vii) pay the salaries of its own employees from its own funds and maintain a sufficient number of employees in light of its contemplated business operations; (viii) compensate each of its consultants and agents from its own funds for services provided to it and pay from its own assets all obligations of any kind incurred; (ix) not (i) acquire obligations or securities of any Affiliate or any of the stockholders of the Corporation or (ii) buy or hold any evidence of indebtedness issued by any other person or entity, other than cash, Investment Securities, investment-grade securities and Student Loans; (x) allocate fairly and reasonably and pay from its own funds the cost of (i) any overhead expenses (including paying for any office space) shared with any Affiliate of the Corporation and (ii) any services (such as asset management, legal and accounting) that are provided jointly to the Corporation and one or more of its Affiliates; (xi) maintain and utilize separate stationery, invoices and checks bearing its own name and allocate sep...

Separate Business. The Transferor shall not engage in any business not permitted by its Certificate of Incorporation as in effect on the Closing Date.

Separate Business. The Seller will not permit its assets to be commingled with those of the Buyer and the Seller shall maintain separate corporate records and books of account from those of the Buyer. The Seller will not conduct its business in the name of the Buyer and will cause the Buyer to conduct its business solely in its own name so as not to mislead others as to the identity of the entity with which those others are concerned. The Seller will provide for its own operating expenses and liabilities from its own funds. The Seller will not hold itself out, or permit itself to be held out, as having agreed to pay, or as generally being liable for, the debts of the Buyer. The Seller shall cause the Buyer not to hold itself out, or permit itself to be held out, as having agreed to pay, or as being liable for, the debts of the Seller. The Seller will maintain an arm's length relationship with the Buyer with respect to any transactions between the Seller, on the one hand, and the Buyer, on the other.

Separate Business. The Seller acknowledges that the Agent, the Conduit Investors and the Bank Investors are entering into the transactions contemplated in the TAA in reliance upon the Purchaser’s identity as a separate legal entity from the Seller. Therefore, from and after the Original Closing Date, the Seller shall take all actions reasonably required to maintain the Purchaser’s status as a separate legal entity and to make it manifest to third parties that the Purchaser is an entity with assets and liabilities distinct from those of the Seller or any other member of the Parent Group. Without limiting the generality of the foregoing, the Seller shall (i) not hold itself out to third parties as liable for the debts of the Purchaser nor purport to own the Receivables or any of the other assets acquired by the Purchaser hereunder, (ii) shall take all other actions necessary on its part to ensure that the Purchaser is at all times in compliance with the covenants set forth in Section 5.1(k) of the TAA and (iii) shall cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between the Seller and the Purchaser on an arm’s-length basis.

Separate Business. (a) The Borrower and the other Credit Parties collectively shall at all times: (i) maintain and prepare financial reports, financial statements, books and records and bank accounts separate from those of any other Person or entity and not permit any other Person independent access to funds in its bank accounts except as contemplated by the Loan Documents; (ii) not commingle its funds and other assets with those of any other Person or entity (other than as expressly permitted hereunder); (iii) conduct its own business in its own name and hold all of its assets in its own name and in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person; (iv) do all things necessary to observe procedural formalities (including the separateness provisions contained in its Organization Documents), and preserve its existence as a single-purpose, bankruptcy-remote entity; 103 (v) be, and at all times hold itself out to the public as, a legal entity separate and distinct from any other Person; (vi) to the extent known by the Borrower, correct any misunderstanding regarding the separate identity of the Borrower; (vii) not identify itself as a division or part of any other entity; (viii) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (ix) not amend, modify or otherwise change its Organization Documents (or suffer the same to be amended, modified or otherwise changed) in any manner that is adverse in any material respect to the interests of any Secured Party, without the prior written consent of the Required Lenders (such consent not to be unreasonably withheld); and (x) maintain its financial statements, showing its assets and liabilities as separate and apart from those of any other Person (other than its Consolidated Subsidiaries), and not have its assets listed on the financial statements of another Person, except as required by GAAP; provided, however, that any consolidated financial statements will contain a note indicating that it has a separate legal existence with separate creditors, and its separate assets and liabilities are neither available to pay the debts of the consolidated entity nor constitute the obligations of the consolidated entity. For the avoidance of doubt, this Section 6.11 shall not be construed to prohibit or restrict the Master Servicer and/or th...

Separate Business. The Contributor will not permit its assets to be commingled with those of Vendor Services and the Contributor shall maintain separate corporate records, books of accounts and bank accounts from those of Vendor Services. The Contributor will not conduct its business in the name of Vendor Services and will cause Vendor Services to conduct its business solely in its own name so as not to mislead others as to the identity of the entity with which those others are concerned. The Contributor will provide for its own operating expenses and liabilities from its own funds, except that the organizational expenses of the Contributor may be paid by Vendor Services. The Contributor will not hold itself out, or permit itself to be held out, as having agreed to pay, or as generally being liable for, the debts of Vendor Services. The Contributor shall cause Vendor Services not to hold itself out, or permit itself to be held out, as having agreed to pay, or as generally being liable for, the debts of the Contributor except that the organizational expenses of the Contributor may be paid by Vendor Services. The Contributor will maintain an arm's length relationship with Vendor Services with respect to any transactions between the Contributor, on the one hand, and Vendor Services, on the other.