Separate Conduct of Business. Each Seller will: (i) maintain separate corporate records and books of account from those of the Purchaser; (ii) conduct its business from an office separate from that of the Purchaser; (iii) ensure that all oral and written communications, including without limitation, letters, invoices, purchase orders, contracts, statements and applications, will be made solely in its own name; (iv) have stationery and other business forms and a mailing address and a telephone number separate from those of the Purchaser; (v) not hold itself out as having agreed to pay, or as being liable for, the obligations of the Purchaser; (vi) not engage in any transaction with the Purchaser except as contemplated by this Agreement or as permitted by the Sale Agreement; (vii) continuously maintain as official records the resolutions, agreements and other instruments underlying the transactions contemplated by this Agreement; and (viii) disclose on its annual financial statements (A) the effects of the transactions contemplated by this Agreement in accordance with generally accepted accounting principles and (B) that the assets of the Purchaser are not available to pay its creditors.
Separate Conduct of Business. The Originator will: ----------------------------
Separate Conduct of Business. The Seller shall not take any action that is inconsistent with Section 5.1(o) of the Receivables Transfer Agreement.
Separate Conduct of Business. The Originator will, and will cause each of its Affiliates (other than the Buyer) to: (i) maintain separate corporate records and books of account from those of the Buyer; (ii) conduct its business from an office separate from that of the Buyer; (iii) ensure that all oral and written communications, including without limitation, letters, invoices, purchase orders, contracts, statements and applications, will not be made in the name of the Buyer; (iv) have stationery and other business forms separate from those of the Buyer; (v) not hold itself out as having agreed to pay, or as being liable for, the obligations of the Buyer; (vi) not engage in any transaction with the Buyer except as contemplated by this Agreement or the Receivables Purchase Agreement; (vii) continuously maintain as official records the resolutions, agreements and other instruments underlying the transactions contemplated by this Agreement and (viii) insure that any consolidated financial statements of the Originator that are filed with the Securities and Exchange Commission or any other Official Body or are furnished to any creditors of the Originator have notes clearly stating that (A) the Buyer is the owner of the Transferred Receivables and is a separate entity and (B) the Buyer's assets will be available first and foremost to satisfy the claims of the creditors of the Buyer. In addition, the Originator shall take, or refrain from taking, as the case may be, all other actions that are necessary to be taken or not to be taken in order to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct in all material respects with respect to the Originator and (y) comply in all material respects with those procedures described in such provisions which are applicable to the Originator.
Separate Conduct of Business. The Seller will: (i) maintain separate company records and books of account from those of the Purchaser and the Originators; (ii) conduct its business from an office separate from those of the Originators; (iii) ensure that all oral and written communications, including without limitation, letters, invoices, purchase orders, contracts, statements and applications, will be made solely in its own name; (iv) have stationery and other business forms separate from those of the Purchaser and the Originators and a mailing address and a telephone number separate from those of the Originators; (v) not hold itself out as having agreed to pay, or as being liable for, the obligations of the Purchaser or the Originators; (vi) not engage in any transaction with the Purchaser except as contemplated by this Agreement or with either Originator except as contemplated by the Secondary Purchase Agreement or, in each case, as permitted by the RIPA; (vii) continuously maintain as official records the resolutions, agreements and other instruments underlying the transactions contemplated by this Agreement; and (viii) disclose on its annual financial statements (A) the effects of the transactions contemplated by this Agreement in accordance with generally accepted U.S. accounting principles and (B) that the assets of the Purchaser are not available to pay its creditors.
Separate Conduct of Business. The Lessee acknowledges its receipt of that certain opinion letter issued by Xxxxxx & Xxxxxxx LLP dated the date hereof and addressing the issue of substantive consolidation as it may relate to the Lessee and the Lessor. The Lessee hereby agrees to maintain in place all policies and procedures, and take and continue to take all action described in the factual assumptions set forth in such opinion letter and relating to the Lessee.
Separate Conduct of Business. Each of the Sellers will: (i) maintain separate corporate or entity records and books of account from those of the Buyer; (ii) conduct its business from an office separate from that of the Buyer; (iii) ensure that all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and applications, will be made solely in its own name; (iv) have stationery and other business forms separate from those of the Buyer; (v) not hold itself out as having agreed to pay, or as being liable for, the obligations of the Buyer; (vi) not engage in any transaction with the Buyer except as contemplated by this Agreement or as permitted by the Loan Agreement; (vii) continuously maintain as official records the resolutions, agreements and other instruments underlying the transactions contemplated by this Agreement; and (viii) disclose on its annual financial statements (A) the effects of the transactions contemplated by this Agreement in accordance with GAAP and (B) that the assets of the Buyer are not available to pay the creditors of such Seller.
Separate Conduct of Business. (i) Each of HVF and Hertz agree that HVF will: (i) at all times maintain at least one Independent Director; (ii) to the extent that it will require an office to conduct its business, conduct its business from an office separate from that of Hertz or any of Hertz’s other Affiliates; (iii) maintain separate corporate records and books of account from those of Hertz or any of Hertz’s other Affiliates; (iv) ensure that all substantive communications, including without limitation, letters, invoices, purchase orders, contracts, statements and applications, will be made solely in its own name; (v) not hold itself out as having agreed to pay, or as being liable for, the obligations of Hertz or any of Hertz’s other Affiliates ; (vi) continuously maintain as official records the resolutions, agreements and other instruments underlying the transactions contemplated by this Agreement; (vii) not engage in any transaction with Hertz or any of Hertz’s other Affiliates except as contemplated by this Agreement or the other Related Documents or as permitted by this Agreement or the other Related Documents; and (viii) prepare its annual financial statements in a manner that is wholly consistent with the conclusion that the assets of Hertz or any of Hertz’s other Affiliates are not available to pay its creditors.
Separate Conduct of Business. The Seller will: (i) maintain separate corporate records and books of account from those of the Purchaser; (ii) conduct its business from an office separate from that of the Purchaser; (iii) ensure that all oral and written communications, including without limitation, letters, invoices, purchase orders, contracts, statements and applications, will not be made in the name of the Purchaser; (iv) have stationery and other business forms separate from those of the Purchaser; (v) not hold itself out as having agreed to pay, or as being liable for, the obligations of the Purchaser; (vi) not engage in any transaction with the Purchaser except as contemplated by this Agreement or as permitted by the Purchase Agreement; and (vii) continuously maintain as official records the resolutions, agreements and other instruments underlying the transactions contemplated by this Agreement.
Separate Conduct of Business. Such Seller shall take, or refrain from taking, as the case may be, all actions on its part necessary to ensure compliance by the Buyer with its covenants in Section 5.01(1) of the Transfer Agreement and of the Borrower in Section 5.01(k) of the Receivables Loan Agreement including, without limitation, all actions that are necessary to be taken or not to be taken in order to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct with respect to such Seller and (y) comply with those procedures described in such provisions which are applicable to such Seller.
