Separate Corporate Existence Clause Samples
The Separate Corporate Existence clause affirms that each party to an agreement is recognized as a distinct legal entity, independent from any affiliates, subsidiaries, or parent companies. In practice, this means that the rights, obligations, and liabilities under the contract are limited to the specific entity named, and do not automatically extend to related companies or individuals. This clause is essential for clarifying the boundaries of responsibility and preventing unintended legal or financial exposure beyond the contracting parties.
Separate Corporate Existence. The Seller shall:
(i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each Transaction Document and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby.
(ii) Maintain its own deposit account or accounts, separate from those of any of its Affiliates, with commercial banking institutions. The funds of the Seller will not be diverted to any other Person or for other than the corporate use of the Seller and, except as may be expressly permitted by this Agreement, the funds of the Seller shall not be commingled with those of any of its Affiliates.
(iii) To the extent that the Seller contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among the Seller and such entities for whose benefit the goods and services are provided, and the Seller and each such entity shall bear its fair share of such costs. All material transactions between the Seller and any of its Affiliates shall be only on an arm’s-length basis.
(iv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its stockholders and Affiliates. At all times have a Board of Directors consisting of three members, at least one member of which is an Independent Director.
(v) Conduct its affairs strictly in accordance with its certificate of incorporation and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular stockholders’ and directors’ meetings (or unanimous written consents in lieu thereof) shall be held at least annually.
(vi) Ensure that deci...
Separate Corporate Existence. The Borrower shall be in compliance with the requirements set forth in Section 5.2(o).
Separate Corporate Existence. Take all reasonable steps (including, without limitation, all steps that the Administrative Agent or any Facility Agent may from time to time reasonably request) to maintain the Borrower’s identity as a separate legal entity from the Servicer and to make it manifest to third parties that the Borrower is an entity with assets and liabilities distinct from those of any other Transaction Party and each other Affiliate thereof. Without limiting the generality of the foregoing, the Borrower shall:
(i) be a limited liability company whose primary activities are restricted in its limited liability company agreement to (A) purchasing or otherwise acquiring, owning, holding, granting security interests in Pool Receivables, the Related Security, the Collections and the other Collateral with respect thereto, (B) entering into agreements for the selling and servicing of the Pool Receivables, and (C) conducting such other activities as it deems are related or incidental to and necessary, convenient or advisable for the accomplishment of the foregoing activities;
(ii) not engage in any business or activity, or incur any Indebtedness or liability, other than as expressly permitted by the Facility Documents;
(iii) at all times maintain at least one independent manager (the “Independent Manager”), who shall be an individual who (A) is not, and has not at any time during the five-year period prior to his or her appointment as Independent Manager been, a direct, indirect or beneficial owner, employee, director, stockholder, member, partner, attorney or counsel, officer, customer or supplier of the Performance Guarantor, the Servicer, any Originator or any their respective Affiliates (other than his or her service as an independent manager or in a similar capacity of any such Person), (B) has at least three years of employment experience with one or more entities that provide, in the ordinary course of its businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities, and (C) shall not at any time serve as a trustee in bankruptcy for any Transaction Party or any of their respective other Affiliates;
(iv) maintain the requirement that the Borrower’s limited liability company agreement at all times provide (A) that the Borrower’s Board of Managers (as defined in its limited liability company agreement) shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petit...
Separate Corporate Existence. The Transferor shall:
Separate Corporate Existence. As long as ABDC is the Servicer hereunder, the Servicer shall maintain its legal identity separate from the Seller and take such action to ensure that: (A) the management of the Servicer does not anticipate any need for its having to extend advances to the Seller except for those described in the Transaction Documents, if any; (B) the Servicer does not conduct its business in the name of the Seller; (C) the Servicer has a telephone number, stationery and business forms separate from those of the Seller; (D) the Servicer does not provide for its expenses and liabilities from the funds of the Seller; (E) the Servicer is not liable for the payment of any liability of the Seller; (F) neither the assets nor the creditworthiness of the Servicer is held out as being available for the payment of any liability of the Seller; (G) the Servicer maintains an arm’s-length relationship with the Seller; and (H) assets are not transferred from the Servicer to the Seller without fair consideration or with the intent to hinder, delay or defraud the creditors of either company.
Separate Corporate Existence. RPA Seller hereby acknowledges that the Indenture Trustee, the Owner Trustee, the Holders and the Issuer are, and will be, entering into the transactions contemplated by the Transaction Documents in reliance upon Purchaser’s identity as a legal entity separate from RPA Seller, the Servicer and any other Person. Therefore, RPA Seller shall take all reasonable steps to maintain its existence as a corporation separate and apart from Purchaser and to make it apparent to third parties that RPA Seller is an entity with assets and liabilities distinct from those of Purchaser and that Purchaser is not a division of RPA Seller.
Separate Corporate Existence. Originator is entering into the transactions contemplated by this Agreement in reliance on the Buyer’s identity as a separate legal entity from Originator and each of its Affiliates, and acknowledges that the Buyer and the other parties to the Transaction Documents are similarly entering into the transactions contemplated by the other Transaction Documents in reliance on the Buyer’s identity as a separate legal entity from Originator and each such other Affiliate. Originator has at all times complied with Section 4.1(r).
Separate Corporate Existence. The Borrower acknowledges that the Lender Parties are entering into the transactions contemplated by this Agreement and the other Loan Documents in reliance upon the identity of the Subsidiaries of the Borrower as legal entities separate from the Borrower. Accordingly, the Borrower shall take, and shall cause its Subsidiaries to take, all reasonable steps to continue the identities of its Subsidiaries as separate legal entities, and to make it apparent to third Persons that its Subsidiaries are entities with assets and liabilities distinct from those of the Borrower. Without limiting the generality of the foregoing, the Borrower shall take such actions as shall be required in order that:
(a) For each Subsidiary of the Borrower in which the Borrower directly owns, beneficially or of record, Shares of Capital Stock, at least one director or officer of the Borrower shall be a person who is not a director or officer of such Subsidiary.
(b) The books and records of each Subsidiary of the Borrower shall be maintained separately from those of the Borrower and each of its other Subsidiaries.
(c) The assets of each Subsidiary of the Borrower will be maintained in a manner that facilitates their identification and segregation from those of the Borrower and its other Subsidiaries.
(d) The Borrower and each Subsidiary of the Borrower shall strictly observe corporate formalities. The Borrower and each of its Subsidiaries will conduct their respective businesses in their own respective names. The business and affairs of the Borrower and each Subsidiary shall be managed by or under the direction of the board of directors of such Person.
(e) Funds or other assets of Subsidiaries of the Borrower will not be commingled with those of the Borrower and its other Subsidiaries (it being understood that such restriction shall not be interpreted to forbid intercompany loans and Advances that have been properly documented and accounted for on the books and records of each relevant entity, made in compliance with corporate formalities, and otherwise made in compliance with this Agreement and the other Loan Documents).
(f) The operating expenses of the Borrower and each Subsidiary of the Borrower will be paid by such Person. To the extent, if any, that the Borrower and any of its Subsidiaries share items of expenses, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to actu...
Separate Corporate Existence. The Borrower shall take all reasonable steps (including, without limitation, all steps which the Agent may from time to time reasonably request) to maintain its and its Restricted Subsidiaries' identity as separate legal entities and to make it apparent to third parties that Borrower and such Restricted Subsidiaries are each an entity with assets and liabilities distinct from those of Holdings and any of Holdings' Affiliates (other than the Borrower and its Subsidiaries) (each of Holdings and such of Holdings' Affiliates are referred to in this Section 6.2(M), as the "Parent"). Without limiting the generality of the foregoing, the Borrower shall:
(i) require that all full-time employees of the Borrower and each of its Restricted Subsidiaries identify themselves as such and not as employees of its Parent;
(ii) compensate all employees, consultants, investment bankers, accountants, lawyers and agents directly, from the Borrower's or such Restricted Subsidiary's applicable bank accounts, for services provided to the Borrower or such Restricted Subsidiary by such employees, consultants, investment bankers and agents and, if any employee, consultant, investment banker or agent of the Borrower or any of its Restricted Subsidiaries is also an employee, consultant, investment banker or agent of Parent, allocate the compensation of such employee, consultant, investment banker or agent between the Borrower or the Restricted Subsidiary, as applicable, and the Parent on the basis of actual use of the services so rendered to the extent practicable and, to the extent such allocation is not practical, on a basis reasonably related to actual use of such services;
(iii) allocate all overhead expenses (including, without limitation, telephone and other utility charges and lease and office expenses) for items shared between the Borrower or any Restricted Subsidiary of the Borrower and Parent 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;
(iv) cause the Borrower and each Restricted Subsidiary of the Borrower to be named as an insured on the insurance policy covering its property, or enter into an agreement with the holder of such policy whereby in the event of a loss in connection with such property, proceeds are paid to the Borrower or applicable Restricted Subsidiary;
(v) maintain the Borrower's and its Restricted Subsidiaries' books and records complete and separate fr...
Separate Corporate Existence. The Trust will maintain the Series as a separate series of the Trust, hold all assets of the Series in trust solely for the benefit of the Series in accordance with applicable Law and shall account for the assets and liabilities attributable to the Series in accordance with applicable Law.