Separateness. Each of the Members and the Managing Member acknowledges that the Company is to be formed and operated as a special purpose entity, distinct and separate from any Member or its Affiliates. Accordingly, the Managing Member shall cause the Company to maintain its existence separate and distinct from any other Person, including taking the following actions:
(a) maintaining in full effect its existence, rights and franchises as a limited liability company under the laws of the State of Delaware and obtaining and preserving 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 other instrument or agreement necessary or appropriate to properly administer this Agreement and permit and effectuate the transactions contemplated hereby and thereby;
(b) maintaining its own deposit accounts, separate from those of each Member and any of their respective officers and Affiliates;
(c) conducting all material transactions between the Company and any of its Affiliates on an arm’s length basis and on commercially reasonable terms;
(d) allocating fairly and reasonably the cost of any shared overhead expenses, including office space, with the Managing Member and the Class B Members and any of their respective officers and Affiliates;
(e) conducting its affairs separately from those of each Member and its officers and Affiliates, and maintaining accurate and separate books, records and accounts and financial statements;
(f) acting solely in its own limited liability company name and not that of any other Person;
(g) not holding itself out as having agreed to pay or Guarantee, or as otherwise being liable for, the obligations of any Member and any of such Member’s respective officers and Affiliates;
(h) not making any loans or extending any Indebtedness to, or acquiring any Indebtedness of, the Members or their respective Affiliates;
(i) not creating, granting or suffering to exist any Liens (other than Permitted Liens) on property of the Company (except as contemplated by the Customer Agreements and the Transaction Documents);
(j) not acquiring any asset other than any asset conveyed to the Company pursuant to any of the Customer Agreements or Transaction Documents or purchased by the Company in accordance with the Customer Agreements or Transaction Documents;
(k) maintaining all of its assets in its own name and not commingling its assets with those of any...
Separateness. CAC will take such actions that are required on its part to be performed to cause (i) Funding to be in compliance, at all relevant times, with Sections 6.01(xviii) and 6.04 of the Sale and Servicing Agreement, and (ii) all factual assumptions set forth in the opinion letters delivered by Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP with respect to certain bankruptcy matters under the Sale and Servicing Agreement to remain true at all relevant times.
Separateness. Seller is in compliance with the requirements of Article 9.
Separateness. The Equityholder shall not take any action that causes, or omit to take any action that results in, the Borrower to fail to comply with any of its covenants in Section 5.05 and the Equityholder shall take all other actions necessary to maintain the accuracy of the factual assumptions set forth in the legal opinions of Dechert LLP, as special counsel to the Borrower, issued on the Closing Date and relating to the issues of substantive consolidation.
Separateness. The Borrower shall comply at all times with the separateness provisions set forth on Schedule 6.1.
Separateness. (i) The Transferor shall at all times be managed by an ------------ entity which has at least one independent director, who (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director or employee of an Affiliate of the Originator or any Other Corporation, (y) is not a current or former officer or employee of the Originator and (z) is not a stockholder of any Other Corporation or any of their respective Affiliates.
(ii) The Transferor shall not direct or participate in the management of any other entity's operations.
(iii) The Transferor shall conduct its business from an office separate from that of any other entity (but which may be located in the same facility as one or more of the Other Corporations).
(iv) The Transferor shall at all times be adequately capitalized in light of its contemplated business.
(v) The Transferor shall at all times provide for its own operating expenses and liabilities from its own funds.
(vi) The Transferor shall maintain its assets and transactions separately from those of any other entity and reflect such assets and transactions in financial statements separate and distinct from those of any other entity and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of any other entity. The Transferor shall hold itself out to the public under the Transferor's own name as a legal entity separate and distinct from all other entities. The Transferor shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of any other entity.
(vii) The Transferor shall not become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any other entity.
(viii) The Transferor shall not make any payment or distribution of assets with respect to any obligation of any other entity or grant an Adverse Claim on any of its assets to secure any obligation of any other entity. IV_5
(ix) The Transferor shall not make loans, advances or otherwise extend credit to any other entity.
(x) Each of the Transferor's sole member and manager shall hold regular duly noticed meetings of its respective Board of Directors and make and retain minutes of such meetings.
(xi) The Transferor shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any other entity.
(xii) The...
Separateness. The Lenders acknowledge and affirm (i) their reliance on the separateness of EPD, Enterprise GP, Borrower and Manager from each other and from other Persons, including EPCO, EPCO Holdings, Inc. (“Xxxxx”), Xxxxxx Family Interests, Inc. (“DFI”), DFI GP Holdings L.P. (“DFI GP”) and DFI Holdings, LLC (“DFI Holdings”), (ii) that other creditors of the Borrower, Manager, EPD or Enterprise GP have likely advanced funds to such Persons in reliance upon the separateness of the Borrower, Manager, EPD and Enterprise GP from each other and from other Persons, including EPCO, Xxxxx, DFI, DFI GP and DFI Holdings, (iii) that each of the Borrower, Manager, EPD and Enterprise GP have assets and liabilities that are separate from those of each other and from other Persons, including EPCO, Xxxxx, DFI, DFI GP and DFI Holdings, (iv) that the Loans and other obligations owing under this Agreement, the Notes and documents related hereto or thereto have not been guaranteed by Manager, Enterprise GP, EPCO, Xxxxx, DFI, DFI GP or DFI Holdings, and (v) that, except as other Persons may expressly assume or guarantee this Agreement, the Notes or any documents related hereto or thereto or any of the Loans or other obligations thereunder, the Lenders shall look solely to the Borrower and, pursuant to the EPD Guaranty Agreement, EPD, and their respective property and assets, and any property pledged as collateral with respect hereto or thereto, for the repayment of any amounts payable pursuant hereto or thereto and for satisfaction of any obligations owing to the Lenders hereunder or thereunder and that neither Enterprise GP nor Manager is personally liable to the Lenders for any amounts payable or any liability hereunder or thereunder.
Separateness. The Borrower shall:
(A) maintain records and books of account separate from those of any other Person;
(B) pay its own operating expenses and liabilities from its own funds;
(C) not hold itself as being liable for the debts of any other Person, pledge its assets to secure the obligations of any other Person (other than the Existing Security and the Security), guarantee any obligation of any Person or become obligated for the debts of any other Person or hold out its credit or assets as being available to pay the obligations of any other Person;
(D) keep its assets and liabilities (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) separate from those of all other Persons and not commingle its assets (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) with the assets of any other Person;
(E) maintain bank accounts separate from any other Person (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security);
(F) to the extent required under GAAP, ensure that any consolidated financial statements including the Borrower, if any, have notes to the effect that the Borrower is a separate entity whose creditors have a claim on its assets prior to those assets becoming available to its equity holders;
(G) at all times hold itself out to the public and all other Persons as a company separate from all other Persons;
(H) file its own tax returns separate from those of any other Person, except to the extent it is not required to file tax returns under Applicable Laws;
(I) conduct its business in its own name and comply with all organisational formalities necessary to maintain its separate existence;
(J) not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm's-length transaction (it being acknowledged by the Parties hereto that the Transaction Documents are on such terms);
(K) use separate invoices bearing its own name;
(L) correct any known misunderstanding regarding its separate identity and not identify itself as a department or division of any other Person; and
(M) not buy, or hold any evidence of, Financial Indebtedness of any Affiliate except as expressly contemplated by the Transaction Documents.
Separateness. The covenants and restrictions in this Agreement are separate and divisible. To the extent any covenant, provision or portion of this Agreement is determined to be unenforceable or invalid, such unenforceability or invalidity shall not affect the enforceability or validity of the remainder of this Agreement.
Separateness. The Company shall at all times comply with the separateness covenants set forth in the Company’s Limited Liability Company Agreement.
