Separate Operations. Contractor will not combine its business operations in any way with the City’s business operations and each party shall maintain their operations as separate and distinct.
Separate Operations. The Borrower will at all times maintain and observe policies and procedures to insure that its operations are separate and distinct from the operations of Borrower's Affiliates..... 59
Separate Operations. (a) Licensee will operate the Vacation Ownership Business and related businesses as owned and/or operated by Bluegreen and its Subsidiaries at the Bluegreen Effective Time (the “Bluegreen Business”) as a Separate Operation; provided, however, that Licensee shall not be prohibited from holding the Bluegreen Business in a Subsidiary that uses the Licensed Marks as a corporate, trade or d/b/a name.
(b) The Parties agree to use good faith efforts to modify the scope of the defined term “Separate Operation” and memorialize the terms of any such modifications in an amendment to the Existing Agreement. For the avoidance of doubt, if the Parties are unable to develop mutually acceptable modifications pursuant to this Section 1.1(b), Licensee will continue to operate the Bluegreen Business as a Separate Operation pursuant to Section 1.1(a).
Separate Operations. (a) Subject to and in accordance with the terms of this Amendment, Licensee may:
(i) offer, sell, and operate HGV Max as a membership offering that will provide access across all or a portion of the Licensed Exchange Program, all or a portion of the New Brand Licensed Vacation Ownership Properties, and all or a portion of Diamond Properties that are not Converted Properties, along with access to certain other agreed benefits;
(ii) operate and market HGV Max using the Loyalty Program, Licensed IP, and Hilton Data;
(iii) advertise, market, and present HGV Max to the public as being associated with the Licensed Vacation Ownership Business; and
(iv) engage in all other activities that are consistent with or permitted by the A&R Agreement and this Amendment with respect to its marketing and sale of HGV Max in connection with the Diamond Properties that become New Brand Licensed Vacation Ownership Properties, and Diamond Sales Facilities that become Rebranded Sales Facilities.
(b) Except as described in this Amendment, Section 9.3(c) of the A&R Agreement shall remain in effect.
Separate Operations. The General Partner shall cause the Partnership to conduct its business and operations separate and apart from that of the General Partner and any of its affiliates, including, without limitation, (i) segregating Partnership assets and not allowing funds or other assets of the Partnership to be commingled with the funds or other assets of, held by, or registered in the name of, the General Partner or any of its affiliates, (ii) maintaining books and financial records of the Partnership separate from the books and financial records of the General Partner and its affiliates, and observing all Partnership procedures and formalities, including, without limitation, maintaining minutes of the Partnership meetings and acting on behalf of the Partnership only pursuant to due authorization of the Partners as required in this Agreement, (iii) causing the Partnership to pay its liabilities when due from assets of the Partnership, and (iv) causing the Partnership to conduct its dealings with third parties in its own name and as a separate and independent entity.
Separate Operations. 58 7.17 Post-Closing Matters.......................................................... 58 ARTICLE VIII NEGATIVE COVENANTS
Separate Operations. Borrower shall take all reasonable steps necessary to maintain its status as a separate legal entity and to make it manifest to third parties that Borrower is an entity with assets and liabilities separate and distinct from its Subsidiaries, and any other Affiliates. Without limiting the generality of the foregoing, Borrower shall maintain separate bank accounts from its Affiliates and shall not commingle its funds with the funds of its Affiliates.
Separate Operations. Cause each of its Dividend Restricted Subsidiaries to conduct its business and operations separately from that of each Borrower and its Subsidiaries, including (i) not allowing funds or other assets of any of its Dividend Restricted Subsidiaries to be commingled with the funds or other assets of either Borrower or its Subsidiaries except to the extent segregated in the Borrowers' books and records and by intercompany accounts, (ii) maintaining with respect to each of its Dividend Restricted Subsidiaries corporate and financial records separate from those of either Borrower and its Subsidiaries and observing appropriate corporate or other organizational formalities, including maintaining corporate or other organizational minute books and acting pursuant to corporate or other organizational resolutions, and
Separate Operations. Each Borrower shall and shall cause its Subsidiaries to take all reasonable steps necessary to maintain its status as a separate legal entity and to make it manifest to third parties that such Person is an entity with assets and liabilities separate and distinct from its Subsidiaries and any other Affiliates. Without limiting the generality of the foregoing, each Borrower shall and shall cause it Subsidiaries to maintain separate bank accounts from its Affiliates, shall not commingle its funds with the funds of its Affiliates, and shall comply with, and not amend without Agent’s prior written consent, the provisions of its organizational documents relating to the maintenance of the entity as a separate entity.
Separate Operations. Except as otherwise provided in this Agreement: (a) GEM shall operate the B&K Business at its expense separately from the business of Boonton (the "Boonton Business"); and (b) Boonton shall operate the Boonton Business at its expensed separately from the B&K Business.
