Separateness Covenants Clause Samples
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Separateness Covenants. Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Buyer’s identity as a legal entity separate from such Originator and its Affiliates. Therefore, from and after the date hereof, each Originator shall take all reasonable steps necessary to make it apparent to third Persons that the Buyer is an entity with assets and liabilities distinct from those of such Originator and any other Person, and is not a division of such Originator, 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, such Originator shall take such actions as shall be required in order that:
(a) such Originator shall not be involved in the day to day management of the Buyer;
(b) such Originator shall maintain separate records and books of account from the Buyer and otherwise will observe corporate formalities and have a separate area from the Buyer for its business (which may be located at the same address as the Buyer, and, to the extent that it and the Buyer have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and each shall bear its fair share of such expenses);
(c) the financial statements and books and records of such Originator shall be prepared after the date of creation of the Buyer to reflect and shall reflect the separate existence of the Buyer; provided, that the Buyer’s assets and liabilities may be included in a consolidated financial statement issued by an Affiliate of the Buyer; provided, however, that any such consolidated financial statement or the notes thereto shall make clear that the Buyer’s assets are not available to satisfy the obligations of such Affiliate;
(d) except as permitted by the Receivables Financing Agreement, (i) such Originator shall maintain its assets (including, without limitation, deposit accounts) separately from the assets (including, without limitation, deposit accounts) of the Buyer and (ii) such Originator’s assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of the Buyer;
(e) such Originator shall not act as an agent for the Buyer (except in the capacity of Servicer or a Sub-Servicer);
(f) such Originator shall not conduct any of the business of the Buyer in its own name (except in the capacity of Servicer or a Sub-Servicer);
(g) such Originator...
Separateness Covenants. The Seller is in compliance in all material respects with Section 9(b) of its limited liability company agreement relating to the separateness of the Seller from any other Person.
Separateness Covenants a. Each Loan Party shall, and shall cause each of its Subsidiaries to, (i) to the extent that such entities have one or more deposit accounts, each maintain their own deposit account or accounts, separate from the accounts of Lender and its Subsidiaries and joint ventures, with commercial banking institutions and (ii) not commingle their funds with those of Lender or any of its Subsidiaries or joint ventures; *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act.
b. Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain separate addresses from the addresses of Lender and its Subsidiaries and joint ventures, or to the extent the any Loan Party or any of its Subsidiaries may have offices in the same location as Lender or any of its Subsidiaries or joint ventures, to maintain a fair and appropriate allocation of overhead costs among them, with each such entity bearing its fair share of such expense;
c. Guarantor shall issue quarterly and annual consolidated financial statements from time to time as prepared in accordance with GAAP, consistently applied;
d. Each Loan Party shall, and shall cause each of its Subsidiaries to, (i) each maintain its separate status as a limited liability company and (ii) each conduct its affairs in accordance with its certificate of formation and limited liability company agreement and observe all necessary, appropriate and customary company formalities, including, but not limited to, holding all regular and special members’ and managers’ meetings appropriate to authorize company action, keeping separate and accurate minutes of its 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, payroll and intercompany transaction accounts, to the extent applicable;
e. Each Loan Party shall not, and shall not permit any of its Subsidiaries to, (i) assume or guarantee any of the liabilities of, or pledge any of its assets as security for the liabilities of, Lender or any of its Subsidiaries or joint ventures or (ii) hold out the credit of Lender or any of its Subsidiaries or joint ventures as being a...
Separateness Covenants. In order to maintain its status as a separate entity and to avoid any confusion or potential consolidation with any Affiliate of any Borrower, each Borrower represents, warrants and covenants that in the conduct of its operations since its organization it has observed, and covenants that it will continue to observe, the following covenants:
(i) maintain books and records and bank accounts separate from those of any other Person;
(ii) maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets and shall not commingle its assets or funds with those of any other Person;
(iii) do all things reasonably necessary to observe organizational formalities necessary to maintain its separate existence;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity;
(v) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person; except that each Borrower’s assets may be included in a consolidated financial statement of its Affiliate;
(vi) other than with respect to the consolidated tax return of its Affiliates, and other than with respect to a “disregarded entity” (whose income is reported on the tax return of its owner), prepare and file its own tax returns separate from those of any Person to the extent required by Requirements of Law, and pay any taxes required to be paid by Requirements of Law;
(vii) allocate and charge fairly and reasonably any common employee or overhead shared with Affiliates, constituents, or owners, or any guarantors of any of their respective obligations, or any Affiliate of any of the foregoing, including, but not limited to, paying for shared office space and for services performed by any employee of an Affiliate;
(viii) not enter into any transaction with any Person owned or controlled by an Affiliate of Borrowers except on an arm’s-length basis on terms which are intrinsically fair and no less favorable than would be available for unaffiliated third parties, and pursuant to written, enforceable agreements;
(ix) not commingle its assets or funds with those of any other Person other than as required or permitted by this Agreement;
(x) except as otherwise provided in this Agreement or in any other Loan Documents, not assume, guarantee or pay the debts or obligations of any other Person other tha...
Separateness Covenants. In order to demonstrate that it is a bankruptcy remote entity not at risk of having its assets substantively consolidated with those of another entity, the Corporation must observe certain covenants designed to make evident the special purpose entity’s separateness from its affiliates.
1. It shall establish and maintain an office through which its business shall be conducted separate and apart from those of its parent and any affiliate and shall allocate fairly and reasonably any overhead for shared office space.
2. It shall maintain separate corporate records and books of account from those of its parent and any affiliate.
3. Its Board of Directors shall hold appropriate meetings (or act by unanimous consent) to authorize all appropriate corporate actions, and in authorizing such actions, shall observe all corporate formalities. The Board of Directors shall include at least two (2) individuals who are Independent Directors. As used herein, an “Independent Director” shall mean an individual who shall not have been at the time of such individual’s appointment, and may not have been at any time (i) a partner, member, shareholder of, or an officer or employee of, the Corporation or any of its respective partners, members, shareholders, subsidiaries or affiliates, (ii) a customer of, or supplier to, the Corporation or managing member of the Corporation or any of their respective partners, members, shareholders, subsidiaries or affiliates, (iii) a person controlling any such partner, member, shareholder, supplier or customer, or (iv) a member of the immediate family of any such shareholder, officer, employee, supplier or customer of any other director of the Corporation or of the managing member of the Corporation. As used herein, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through ownership of voting securities, by contract or otherwise.
Separateness Covenants. The Trust shall:
(a) maintain the Trust's books and records separate from any other person or entity;
(b) maintain the Trust's bank accounts separate from any other person or entity;
(c) not commingle the Trust's assets with those of any other person or entity;
(d) conduct the Trust's own business in its own name;
(e) other than as contemplated by the Basic Documents and related documentation, pay the Trust's own liabilities and expenses only out of its own funds;
(f) observe all formalities required under the Delaware Trust Statute;
(g) enter into transactions with Affiliates or the Depositor only if each such transaction is intrinsically fair, commercially reasonable, and on the same terms as would be available in the arm's length transaction with a person or entity that is not an Affiliate;
(h) not guarantee or become obligated for the debts of any other entity or person;
(i) not hold out the Trust's credit as being available to satisfy the obligation of any other person or entity;
(j) not acquire the obligations or securities of the Trust's Affiliates or the Depositor;
(k) other than as contemplated by the Basic Documents and related documentation,, not make any loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity;
(l) other than as contemplated by the Basic Documents and related documentation, not pledge the Trust's assets for the benefit of any other person or entity;
(m) hold the Trust out as a separate entity and conduct any business only in its own name;
(n) correct any known misunderstanding regarding the Trust's separate identity;
(o) not identify the Trust as a division of any other person or entity;
(p) maintain appropriate minutes or other records of appropriate actions and shall maintain its office separate from the office of the Depositor, the Seller, the Servicer and the Subservicer.
Separateness Covenants. The Partnership shall at all times:
(a) not commingle its assets with those of any other entity;
(b) hold its assets in its own name;
(c) conduct its own business in its own name;
(d) maintain its bank accounts, books, records and financial statements in accordance with generally accepted accounting principles, keep such bank accounts, books, records and financial statements separate from those of any other person or entity, and not permit the listing of its assets on the financial statements of any other person or entity;
(e) maintain its books, records, resolutions and agreements as official records;
(f) pay its own liabilities out of its own funds;
(g) maintain adequate capital in light of its contemplated business operations;
(h) observe all partnership and other organizational formalities;
(i) maintain an arm’s-length relationship with Affiliates and enter into transactions with Affiliates only on a commercially reasonable basis;
(j) pay the salaries of its only own employees and maintain a sufficient number of employees in light of contemplated business operations;
(k) not guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others;
(l) not acquire the obligations or securities of its Affiliates or owners, including its partners, members or shareholders;
(m) not make loans or advances to any other person or entity;
(n) allocate fairly and reasonably any overhead for shared office space;
(o) use separate stationery, invoices and checks;
(p) file its own tax returns (unless prohibited by applicable laws from doing so) except to the extent that the Partnership (A) is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under all existing and future federal, state and local laws, orders, ordinances, governmental rules and regulations or court orders affecting the Partnership Property and the use thereof or (B) is allowed to file consolidated tax returns, in which case the Partnership may include its taxable income, loss, deductions, gains or other items as part of a consolidated tax return and pay any taxes required to be paid under as all existing and future federal, state and local laws, orders, ordinances, governmental rules and regulations or court orders affecting the Partnership Property and the use thereof;
(q) not pledge its assets for the benefit of any other person or entity;
(r) hold itself out as a separate entity, and not ...
Separateness Covenants. In order to demonstrate that it is a bankruptcy remote entity not at risk of having its assets substantively consolidated with those of another entity, the partnership must observe certain covenants designed to make evident the special purpose entity’s separateness from its affiliates.
1. It shall establish and maintain an office through which its business shall be conducted separate and apart from that of any of its affiliate and shall allocate fairly and reasonably any overhead for shared office space.
2. It shall maintain separate partnership records and books of account from those of any affiliate.
3. It shall not commingle assets with those of any affiliate.
4. It shall conduct its own business in its own name.
5. It shall observe all partnership formalities.
6. It shall maintain financial statements separate from any affiliate.
7. It shall pay any liabilities out of its own funds, including salaries of any employees, not funds of any affiliate.
8. It shall maintain an arm’s length relationship with any affiliate.
9. It shall maintain adequate capital in light of its contemplated business operations.
10. It shall not guarantee or become obligated for the debts of any other entity, including any affiliate, or hold out its credit as being available to satisfy the obligations of others.
11. It shall not acquire obligations or securities of its partners, members or shareholders.
12. It shall use stationery, invoices and checks separate from any affiliate.
13. It shall not pledge its assets for the benefit of any other entity, including any affiliate or make any loans or advances to any other person.
14. It shall hold itself out as an entity separate from any affiliate.
15. It shall correct any known misunderstanding regarding its separate identity.
16. At all times have all of its general partners shall be special purpose corporate entities with at least two (2) Independent Directors.” For purposes of this Article , the following terms shall have the following meanings:
Separateness Covenants. Notwithstanding any provision hereof to the contrary, the following shall govern: For so long as any obligation secured by the Mortgage remains outstanding and not paid in full, in order to preserve and ensure the Partnership's separate and distinct identity, in addition to the other provisions set forth in this Partnership Agreement, the Partnership shall conduct its affairs in accordance with the following provisions:
(a) It shall establish and maintain an office through which its business shall be conducted separate and apart from those of its Partners and any affiliate and it shall allocate fairly and reasonably any overhead for shared office space.
(b) It shall maintain separate records and books of account from those of its Partners and any affiliate.
(c) All actions by the Partnership shall be authorized by the General Partner, who shall observe all necessary formalities in connection with such authorization.
(d) It shall not commingle assets with those of its Partners or any affiliate.
(e) It shall conduct its own business in its own name.
(f) It shall maintain financial statements separate from its Partners and any affiliate.
(g) It shall pay any liabilities out of its own funds, including salaries of any employees, not funds of its Partners or any affiliate.
(h) It shall maintain an arm's length relationship with its Partners and any affiliate.
(i) It shall not guarantee or become obligated for the debts of any other person or entity (including, without limitation, its Partners or any affiliate) and shall not hold out its credit as being available to satisfy the obligations of others.
(j) It shall use stationery, invoices and checks separate from its Partners and any affiliate.
(k) It shall not pledge its assets for the benefit of any other person or entity (including, without limitation, its Partners or any affiliate).
(l) It shall hold itself out as an entity separate from its Partners and any affiliate.
(m) It shall not make any loans or advances to any third party (including, without limitation, any affiliate).
(n) It shall comply with its obligations under the agreements and instruments evidencing the Mortgage.
Separateness Covenants. So long as the Notes are outstanding, the Trust shall and the Administrator, on behalf of the Owner Trustee, shall cause the Trust to (i) maintain books and records and bank accounts separate from those of any other Person; (ii) maintain its assets in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets; (iii) observe all trust procedures required by this Trust Agreement and under Delaware Law; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person; (v) prepare separate tax returns and financial statements, or if part of a consolidated group, then the Trust will be shown as a separate member of such group; (vi) allocate and charge fairly and reasonably any overhead shared with Affiliates; (vii) transact all business with Affiliates on an arm's-length basis and pursuant to enforceable agreements; (viii) conduct business in its own name, and use separate stationery, invoices, and checks separate from that of the Depositor or any Affiliate; (ix) not commingle its assets or funds with those of any other Person; and (x) not assume, guarantee, or pay the debts or obligations of any other Person.