Separate Existence of the Issuer Sample Clauses

Separate Existence of the Issuer. During the term of this Indenture, the Issuer shall observe the applicable legal requirements for the recognition of the Issuer as a legal entity separate and apart from its Affiliates, including as follows:
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Separate Existence of the Issuer. During the term of the Indenture, the Issuer shall observe and comply with the applicable legal requirements for the recognition of the Issuer as a legal entity separate and apart from its Affiliates, including without limitation, those requirements set forth in Section 9(b) of the LLC Agreement.
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Separate Existence of the Issuer. Each of the Issuer and the Servicer hereby acknowledges that the Secured Parties, the Purchasers and the Administrative Agent are entering into the transactions contemplated by this Agreement and the other Transaction Documents in reliance upon the Issuer’s identity as a legal entity separate from any Originator, any Sub-Originator, the Servicer and their Affiliates. Therefore, each of the Issuer and Servicer shall take all steps specifically required by this Agreement or reasonably required by the Administrative Agent or any Purchaser to continue the Issuer’s identity as a separate legal entity and to make it apparent to third Persons that the Issuer is an entity with assets and liabilities distinct from those of the Originators, any Sub-Originator, the Servicer and any other Person, and is not a division of the Originators, any Sub-Originator, the Servicer, its Affiliates or any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, the Issuer shall take such actions as shall be required in order that:
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Separate Existence of the Issuer. The Issuer hereby ---------------------------------- acknowledges that the parties to the Transaction Documents are entering into the transactions contemplated by the Transaction Documents in reliance on the Issuer's identity as a legal entity separate from the Originator, the Seller, the Transferor and all other members of the Parent Affiliated Group. From and after the date hereof until one year and one day after the date on which there are no Notes of any Series Outstanding, the Issuer shall take such actions as shall be required in order that:
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Separate Existence of the Issuer. Each of the Seller and the -------------------------------- Transferor acknowledges that the Indenture Trustee and the Noteholders are entering into the transactions contemplated by the Transaction Documents in reliance upon the Issuer's identity as a legal entity that is separate from the Seller, the Transferor, the Originator and any other members of the Parent Affiliated Group. Therefore, from and after the date of execution and delivery of this Agreement, each of the Seller and the Transferor will take all reasonable steps including, without limitation, all steps that Issuer or any assignee of Issuer may from time to time reasonably request to maintain Issuer's identity as a separate legal entity and to make it manifest to third parties that Issuer is an entity with assets and liabilities distinct from those of the Seller, the Transferor, the Originator and any other members of the Parent Affiliated Group. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, each of the Seller and the Transferor (i) will not hold itself out to third parties as liable for the debts of Issuer nor purport to own the Receivables and other assets acquired by Issuer, (ii) will take all other actions necessary on its part to ensure that Issuer is at all times in compliance with the covenants set forth in Section ------- 2.20 of this Agreement and Sections 3.07 of the Indenture and ---- -------------
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Separate Existence of the Issuer. Each of the ----------------------------------- Issuer and the SPC Member hereby acknowledges that the parties to the Transaction Documents are entering into the transactions contemplated by the Transaction Documents in reliance on the Issuer's identity as a legal entity separate from the Originator, the Seller, the Transferor and the other members of the Parent Affiliated Group. From and after the date hereof until one year and one day after the Final Payout Date, the Issuer (and, with respect to clause (vi) below, the SPC Member) shall take such actions as shall be required in order that:
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Separate Existence of the Issuer. The Servicer hereby ------------------------------------ acknowledges that the parties to the Transaction Documents are entering into the transactions contemplated by the Transaction Documents in reliance upon the Issuer's identity as a legal entity separate from the Servicer. As long as it is the Servicer hereunder, the Servicer will take such actions as shall be required in order that:
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Separate Existence of the Issuer. The Parent hereby -------------------------------------- acknowledges that the Indenture Trustee and the Noteholders are entering into the transactions contemplated by the Transaction Documents in reliance upon the Issuer's identity as a legal entity that is separate from the Transferor, the Seller, the Parent and the other members of the Parent Affiliated Group. Therefore, from and after the date of execution and delivery of this Agreement, Parent will take all reasonable steps including, without limitation, all steps that Issuer or any assignee of Issuer may from time to time reasonably request to maintain Issuer's identity as a separate legal entity and to make it manifest to third-parties that Issuer is an entity with assets and liabilities distinct from those of Transferor, the Parent and any other members of the Parent Affiliated Group. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, Parent (i) will not hold itself out to third-parties as liable for the debts of the Issuer nor purport to own the Receivables and other assets acquired by the Issuer, (ii) will take all other actions necessary on its part to ensure that Issuer is at all times in compliance with the covenants set forth in Section 3.07 of the Indenture and Section 2.20 of the Receivables ------------ ------------ Purchase Agreement and (iii) will cause any and all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between Parent or other members of the Parent Affiliated Group on the one hand and the Issuer on the other on an arm's-length basis in proportion to their respective items of income and deduction and other tax attributes based on the "separate return tax liability" method and the "immediate payment" method. In addition to the foregoing, the Parent will cause any financial statements Consolidated with those of the Issuer to state that the Issuer's business consists of the direct and indirect purchase of Receivables from the Parent and the Applicable Parties and that the Issuer is a separate corporate entity with its own separate creditors who, in any liquidation of the Parent or any Applicable Party, will be entitled to be satisfied out of the Issuer's assets prior to any value in any Applicable Party becoming available to the Issuer's equity holders.
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Related to Separate Existence of the Issuer

  • Separate Existence Except for financial reporting purposes (to the extent required by generally accepted accounting principles) and for federal income tax purposes and, to the extent consistent with applicable state tax law, state income and franchise tax purposes, the Member and the Managers shall take all steps necessary to continue the identity of the Company as a separate legal entity and to make it apparent to third Persons that the Company is an entity with assets and liabilities distinct from those of the Member, Affiliates of the Member or any other Person, and that, the Company is not a division of any of the Affiliates of the Company or any other Person. In that regard, and without limiting the foregoing in any manner, the Company shall:

  • Maintenance of Corporate Existence, etc The Company shall maintain in full force and effect its corporate existence, rights and franchises and all licenses and other rights in or to use patents, processes, licenses, trademarks, trade names or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary to the conduct of their business.

  • Maintenance of Corporate Existence The Company, at its own cost and expense, will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises, except as otherwise specifically permitted in Section 5.02; provided, however, that the Company shall not be required to preserve any right or franchise if the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company.

  • Corporate Existence, Etc Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

  • Corporate Existence; Maintenance of Properties The Company will, and will cause each of the other Hasbro Companies to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its business. The Company will cause all of its properties and those of the other Hasbro Companies used or useful in the conduct of its business or the business of the Hasbro Companies to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and will cause each of the Hasbro Companies to continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, nothing in this 9.7 shall prevent the Company from discontinuing the operation and maintenance of any of its properties, or those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, if such discontinuance, dissolution or liquidation, consolidation or merger is, in the judgment of the Company, desirable in the conduct of the business of the Company and its Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effect.

  • Maintenance of Separate Existence (i) Fail to do all things necessary to maintain its existence separate and apart from the Purchaser including, without limitation, maintaining appropriate books and records (including current minute books); (ii) except as required by applicable law, suffer any limitation on the authority of its own directors and officers or partners to conduct its business and affairs in accordance with their independent business judgment, or authorize or suffer any Person other than its own officers and directors or partners to act on its behalf with respect to matters (other than matters customarily delegated to others under powers of attorney) for which a limited liability company’s or limited partnership’s own officers and directors or partners would customarily be responsible; (iii) fail to (A) maintain or cause to be maintained by an agent of the Seller under the Seller’s control physical possession of all its books and records, (B) maintain capitalization adequate for the conduct of its business, (C) account for and manage all of its liabilities separately from those of any other Person, including, without limitation, payment by it of all payroll and other administrative expenses and taxes from its own assets, (D) segregate and identify separately all of its assets from those of any other Person, (E) maintain employees, or pay its employees, officers and agents for services performed for the Seller or (F) allocate shared overhead fairly and reasonably; or (iv) commingle its funds with those of the Purchaser or use the Purchaser’s funds for other than the uses permitted under the Transaction Documents.

  • Preservation of Corporate Existence, Etc Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Borrower and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(b) and provided further that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lenders.

  • Separate Corporate Existence The Transferor shall:

  • Corporate Existence So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

  • Maintenance of Properties and Corporate Existence The Company shall, and shall cause each Subsidiary to,

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