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 able to satisfy the obligations of such Loan Party or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by such Loan Party or any of its Subsidiaries of any capital contributions or loans that Lender or any of its Subsidiaries is required to make to such Loan Party or any of its Subsidiaries or of any other obligations that Lender or any of its Subsidiaries is required to perform for the benefit of such Loan Party or any of its Subsidiaries), except with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender or any of its Subsidiaries in writing; f. Each Loan Party shall not, and shall cause each of its Subsidiaries not to, authorize the use of its name or trademarks or service marks by Lender or any of its Subsidiaries or joint ventures, except pursuant to a written license agreement; g. Each Loan Party shall not, and shall not permit any of its Subsidiaries to, except as permitted under the Trademark License Agreement, conduct its own business with suppliers of goods and services, lenders or purchasers of securities in the name of Lender or any of its Subsidiaries or joint ventures; and h. If any Loan Party or any of its Subsidiaries obtains actual knowledge that Lender or any of its Subsidiaries or joint ventures has represented or indicated to any supplier of goods and services to, lender to or purchaser of securities of any Loan Party or any of its Subsidiaries that the credit of Lender or any of its Subsidiaries or joint ventures is *** 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. available to satisfy the obligations of any Loan Party or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by Lender or any of its Subsidiaries or joint ventures of any capital contributions or loans that Lender or any of its Subsidiaries is required to make to any Loan Party or any of its Subsidiaries or of any other obligations that Lender or any of its Subsidiaries is required to perform for the benefit of any Loan Party or any of its Subsidiaries), other than with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender or any of its Subsidiaries in writing, then each such Loan Party shall, and shall cause each of its Subsidiaries to, provide written notice to any person to whom such representation or indication was made, to make clear that the credit of Lender and its Subsidiaries and joint ventures is not available to satisfy the obligations of such Loan Party or any of its Subsidiaries, other than with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender or any of its Subsidiaries in writing.
Appears in 2 contracts
Samples: Credit Agreement (DISH Network CORP), Credit Agreement (DISH Network CORP)
Separateness Covenants. a. Each Loan Party (a) The Issuer 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 Maintain its own deposit and other account or accounts, separate from those of any Affiliate. The funds of the accounts Issuer will not be diverted to any other Person or for other than the use of Lender and its Subsidiaries and joint venturesthe Issuer, and, except as may be expressly permitted by this Indenture or the other Transaction Documents, the funds of the Issuer shall not be commingled with commercial banking institutions and those of any Affiliate of the Issuer.
(ii) not commingle their funds with those of Lender Ensure that, to the extent that it shares the same officers or other employees as any of its Subsidiaries members or joint ventures; *** Certain confidential portions Affiliates the salaries of this exhibit were omitted by means of redacting a portion and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the text. Copies of the exhibit containing the redacted portions have been filed separately salary and benefit costs associated with the Securities all such common officers and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Actemployees.
b. Each Loan Party shall(iii) Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall cause bear its fair share of such costs. To the extent that the Issuer 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 such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. Except as otherwise contemplated by the Transaction Documents, all material transactions between the Issuer and any of its Affiliates shall be only on an arm’s-length basis.
(iv) Maintain an office and a telephone number separate from those of each of its Subsidiaries to, maintain separate addresses from the addresses of Lender members and its Subsidiaries and joint ventures, or to Affiliates other than Affiliates that are bankruptcy remote entities. To the extent that the any Loan Party or Issuer and any of its Subsidiaries may members or Affiliates have offices in the same location as Lender or any of its Subsidiaries or joint venturescontiguous space, to maintain a there shall be fair and appropriate allocation of overhead costs (including rent) among them, with and each such entity bearing shall bear its fair share of such expense;expenses.
c. Guarantor (v) Ensure that decisions with respect to its business and daily operations 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 independently made by the extent applicable;
e. Each Loan Party shall not, Issuer and shall not permit be dictated by any of its Subsidiaries to, (i) assume or guarantee any Affiliate of the liabilities ofIssuer.
(vi) Act solely in its own name and through its own authorized officers and agents. The Issuer shall at all times use its own stationery.
(vii) Other than organizational expenses and as contemplated by the Transaction Documents, pay all expenses, indebtedness and other obligations incurred by it using its own funds.
(viii) Not enter into any guaranty, or pledge any of its assets as security for the liabilities ofotherwise become liable, 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 able to satisfy the obligations of such Loan Party or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by such Loan Party or any of its Subsidiaries of any capital contributions or loans that Lender or any of its Subsidiaries is required to make to such Loan Party or any of its Subsidiaries or of any other obligations that Lender or any of its Subsidiaries is required to perform for the benefit of such Loan Party or any of its Subsidiaries), except with respect to any guarantees or assumptions obligation of indebtedness or other liabilities any Affiliate nor make any loans to any Person.
(ix) Ensure that have been expressly agreed to any financial reports required by Lender or it shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Subsidiaries in writing;
f. Each Loan Party shall not, Affiliates so long as such consolidated reports contain footnotes describing the effect of the transactions on the Issuer and shall cause each of its Subsidiaries not to, authorize the use of its name or trademarks or service marks by Lender or any of its Subsidiaries or joint ventures, except pursuant to a written license agreement;
g. Each Loan Party shall not, such Affiliate and shall not permit any of its Subsidiaries to, except as permitted under the Trademark License Agreement, conduct its own business with suppliers of goods and services, lenders or purchasers of securities in the name of Lender or any of its Subsidiaries or joint ventures; and
h. If any Loan Party or any of its Subsidiaries obtains actual knowledge that Lender or any of its Subsidiaries or joint ventures has represented or indicated to any supplier of goods and services to, lender to or purchaser of securities of any Loan Party or any of its Subsidiaries also state that the credit of Lender or any of its Subsidiaries or joint ventures is *** Certain confidential portions of this exhibit were omitted by means of redacting a portion assets 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. available to satisfy the obligations of any Loan Party or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by Lender or any of its Subsidiaries or joint ventures of any capital contributions or loans that Lender or any of its Subsidiaries is required to make to any Loan Party or any of its Subsidiaries or of any other obligations that Lender or any of its Subsidiaries is required to perform for the benefit of any Loan Party or any of its Subsidiaries), other than with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender or any of its Subsidiaries in writing, then each such Loan Party shall, and shall cause each of its Subsidiaries to, provide written notice to any person to whom such representation or indication was made, to make clear that the credit of Lender and its Subsidiaries and joint ventures is Issuer are not available to satisfy pay creditors of the obligations of such Loan Party or any of its Subsidiaries, other than with respect Affiliate.
(x) Ensure that at all times it is adequately capitalized to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender or any of its Subsidiaries engage in writingthe transactions contemplated in the Limited Liability Company Agreement and in the Transaction Documents.
Appears in 2 contracts
Samples: Indenture (Silverleaf Resorts Inc), Indenture (Silverleaf Resorts Inc)
Separateness Covenants. a. Each Loan Party shall(a) SNR shall cause the Company and each of its Subsidiaries to, and the Company 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 American III and its Subsidiaries and joint ventures, with commercial banking institutions institutions, and (ii) not commingle their funds with those of Lender American III or any of its Subsidiaries or joint ventures; *** Certain confidential portions ;
(b) SNR shall cause the Company and each of this exhibit were omitted by means of redacting a portion of its Subsidiaries to, and 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, Company shall and shall cause each of its Subsidiaries to, maintain separate addresses from the addresses of Lender American III and its Subsidiaries and joint ventures, or to the extent the any Loan Party Company or any of its Subsidiaries may have offices in the same location as Lender American III 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 (c) SNR shall issue cause the Company and each of its Subsidiaries to issue, and the Company and each of its Subsidiaries shall issue, quarterly and annual consolidated financial statements from time to time as prepared in accordance with GAAP, consistently appliedrequired by Section 5.4(a);
d. Each Loan Party shall(d) SNR shall cause the Company and each of its Subsidiaries to, and the Company 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 able to satisfy the obligations of such Loan Party or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by such Loan Party or any of its Subsidiaries of any capital contributions or loans that Lender or any of its Subsidiaries is required to make to such Loan Party or any of its Subsidiaries or of any other obligations that Lender or any of its Subsidiaries is required to perform for the benefit of such Loan Party or any of its Subsidiaries), except with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender or any of its Subsidiaries in writing;
f. Each Loan Party shall not, and shall cause each of its Subsidiaries not to, authorize the use of its name or trademarks or service marks by Lender or any of its Subsidiaries or joint ventures, except pursuant to a written license agreement;
g. Each Loan Party shall not, and shall not permit any of its Subsidiaries to, except as permitted under the Trademark License Agreement, conduct its own business with suppliers of goods and services, lenders or purchasers of securities in the name of Lender or any of its Subsidiaries or joint ventures; and
h. If any Loan Party or any of its Subsidiaries obtains actual knowledge that Lender or any of its Subsidiaries or joint ventures has represented or indicated to any supplier of goods and services to, lender to or purchaser of securities of any Loan Party or any of its Subsidiaries that the credit of Lender or any of its Subsidiaries or joint ventures is *** 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. available 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) SNR shall not permit the Company or any of its Subsidiaries to, and the Company 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, American III or any of its Subsidiaries or joint ventures, or (ii) hold out the credit of American III or any of its Subsidiaries or joint ventures as being able to satisfy the obligations of any Loan Party the Company or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by Lender the Company or any of its Subsidiaries of any capital contributions or loans that American III or any of its Subsidiaries is required to make to the Company or any of its Subsidiaries or of any other obligations that American III or any of its Subsidiaries is required to perform for the benefit of the Company or any of its Subsidiaries), except with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by American III or any of its Subsidiaries in writing;
(f) SNR shall cause the Company and each of its Subsidiaries not to, and the Company shall not and shall cause each of its Subsidiaries not to, authorize the use of its name or trademarks or service marks by American III or any of its Subsidiaries or joint ventures, except pursuant to a written license agreement;
(g) SNR shall not permit the Company or any of its Subsidiaries to, and the Company shall not and shall not permit any of its Subsidiaries to, except as permitted under the Trademark License Agreement, conduct its own business with suppliers of goods and services, lenders or purchasers of securities in the name of American III or any of its Subsidiaries or joint ventures. SNR further acknowledges that it shall have no right to conduct any business in the name of American III or on behalf of American III unless specifically authorized herein; and
(h) If SNR or the Company or any of its Subsidiaries obtains actual knowledge that American III or any of its Subsidiaries or joint ventures has represented or indicated to any supplier of goods and services to, lender to or purchaser of securities of the Company or any of its Subsidiaries that the credit of American III or any of its Subsidiaries or joint ventures is available to satisfy the obligations of the Company or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by American III or any of its Subsidiaries or joint ventures of any capital contributions or loans that Lender American III or any of its Subsidiaries is required to make to any Loan Party the Company or any of its Subsidiaries or of any other obligations that Lender American III or any of its Subsidiaries is required to perform for the benefit of any Loan Party the Company or any of its Subsidiaries), other than with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender American III or any of its Subsidiaries in writing, then SNR shall cause the Company and each such Loan Party shallof its Subsidiaries to, and the Company shall and shall cause each of its Subsidiaries to, provide written notice to any person to whom such representation or indication was made, made to make clear that the credit of Lender American III and its Subsidiaries and joint ventures is not available to satisfy the obligations of such Loan Party the Company or any of its Subsidiaries, Subsidiaries other than with respect to any guarantees or assumptions of indebtedness or *** 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. other liabilities that have been expressly agreed to by Lender American III or any of its Subsidiaries in writing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (DISH Network CORP)
Separateness Covenants. a. Each Loan Party shall(a) NSM shall cause the Company and each of its Subsidiaries to, and the Company 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 its own deposit account or accounts, separate from the accounts of Lender American II and its Subsidiaries and joint ventures, with commercial banking institutions institutions, and (ii) not commingle their funds with those of Lender American II or any of its Subsidiaries or joint ventures; *** Certain confidential portions ;
(b) NSM shall cause the Company and each of this exhibit were omitted by means of redacting a portion of its Subsidiaries to, and 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, Company shall and shall cause each of its Subsidiaries to, maintain separate addresses from the addresses of Lender American II and its Subsidiaries and joint ventures, or to the extent the any Loan Party Company or any of its Subsidiaries may have offices in the same location as Lender American II 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 (c) NSM shall issue cause the Company and each of its Subsidiaries to issue, and the Company and each of its Subsidiaries shall issue, quarterly and annual consolidated financial statements from time to time as prepared in accordance with GAAP, consistently appliedrequired by Section 5.4(a);
d. Each Loan Party shall(d) NSM shall cause the Company and each of its Subsidiaries to, and the Company 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 (e) NSM shall notnot permit the Company or any of its Subsidiaries to, and the Company 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 American II or any of its Subsidiaries or joint ventures ventures, or (ii) hold out the credit of Lender American II or any of its Subsidiaries or joint ventures as being able to satisfy the obligations of such Loan Party the Company or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by such Loan Party the Company or any of its Subsidiaries of any capital contributions or loans that Lender American II or any of its Subsidiaries is required to make to such Loan Party the Company or any of its Subsidiaries or of any other obligations that Lender American II or any of its Subsidiaries is required to perform for the benefit of such Loan Party the Company or any of its Subsidiaries), except with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender American II or any of its Subsidiaries in writing;
f. Each Loan Party (f) NSM shall notcause the Company and each of its Subsidiaries not to, and the Company shall not and shall cause each of its Subsidiaries not to, authorize the use of its name or trademarks or service marks by Lender American II or any of its Subsidiaries or joint ventures, except pursuant to a written license agreement;
g. Each Loan Party (g) NSM shall notnot permit the Company or any of its Subsidiaries to, and the Company shall not and shall not permit any of its Subsidiaries to, except as permitted under the Trademark License Agreement, to conduct its own business with suppliers of goods and services, lenders or purchasers of securities in the name of Lender American II or any of its Subsidiaries or joint ventures. NSM further acknowledges that it shall have no right to conduct any business in the name of American II or on behalf of American II unless specifically authorized herein; and
h. (h) If any Loan Party NSM or the Company or any of its Subsidiaries obtains actual knowledge that Lender American II or any of its Subsidiaries or joint ventures has represented or indicated to any supplier of goods and services to, lender to or purchaser of securities of any Loan Party the Company or any of its Subsidiaries that the credit of Lender American II or any of its Subsidiaries or joint ventures is *** 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. available to satisfy the obligations of any Loan Party the Company or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by Lender American II or any of its Subsidiaries or joint ventures of any capital contributions or loans that Lender American II or any of its Subsidiaries is required to make to any Loan Party the Company or any of its Subsidiaries or of any other obligations that Lender American II or any of its Subsidiaries is required to perform for the benefit of any Loan Party the Company or any of its Subsidiaries), other than with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender American II or any of its Subsidiaries in writing, then NSM shall cause the Company and each such Loan Party shallof its Subsidiaries to, and the Company shall and shall cause each of its Subsidiaries to, provide written notice to any person to whom such representation or indication was made, made to make clear that the credit of Lender American II and its Subsidiaries and joint ventures is not available to satisfy the obligations of such Loan Party the Company or any of its Subsidiaries, Subsidiaries other than with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender American II or any of its Subsidiaries in writing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (SNR Wireless LicenseCo, LLC)
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;; *** 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.
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 able to satisfy the obligations of such Loan Party or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by such Loan Party or any of its Subsidiaries of any capital contributions or loans that Lender or any of its Subsidiaries is required to make to such Loan Party or any of its Subsidiaries or of any other obligations that Lender or any of its Subsidiaries is required to perform for the benefit of such Loan Party or any of its Subsidiaries), except with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender or any of its Subsidiaries in writing;
f. Each Loan Party shall not, and shall cause each of its Subsidiaries not to, authorize the use of its name or trademarks or service marks by Lender or any of its Subsidiaries or joint ventures, except pursuant to a written license agreement;
g. Each Loan Party shall not, and shall not permit any of its Subsidiaries to, except as permitted under the Trademark License Agreement, to conduct its own business with suppliers of goods and services, lenders or purchasers of securities in the name of Lender or any of its Subsidiaries or joint ventures; and
h. If any Loan Party or any of its Subsidiaries obtains actual knowledge that Lender or any of its Subsidiaries or joint ventures has represented or indicated to any supplier of goods and services to, lender to or purchaser of securities of any Loan Party or any of its Subsidiaries that the credit of Lender or any of its Subsidiaries or joint ventures is *** 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. available to satisfy the obligations of any Loan Party or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by Lender or any of its Subsidiaries or joint ventures of any capital contributions or loans that Lender or any of its Subsidiaries is required to make to any Loan Party or any of its Subsidiaries or of any other obligations that Lender or any of its Subsidiaries is required to perform for the benefit of any Loan Party or any of its Subsidiaries), other than with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender or any of its Subsidiaries in writing, then each such Loan Party shall, and shall cause each of its Subsidiaries to, provide written notice to any person to whom such representation or indication was made, to make clear that the credit of Lender and its Subsidiaries and joint ventures is not available to satisfy the obligations of such Loan Party or any of its Subsidiaries, other than with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender or any of its Subsidiaries in writing.
Appears in 1 contract
Samples: Credit Agreement (DISH Network CORP)
Separateness Covenants. a. Each Loan Party shall(a) NSM shall cause the Company and each of its Subsidiaries to, and the Company 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 its own deposit account or accounts, separate from the accounts of Lender American II and its Subsidiaries and joint ventures, with commercial banking institutions institutions, and (ii) not commingle their funds with those of Lender American II or any of its Subsidiaries or joint ventures; *** Certain confidential portions ;
(b) NSM shall cause the Company and each of this exhibit were omitted by means of redacting a portion of its Subsidiaries to, and 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, Company shall and shall cause each of its Subsidiaries to, maintain separate addresses from the addresses of Lender American II and its Subsidiaries and joint ventures, or to the extent the any Loan Party Company or any of its Subsidiaries may have offices in the same location as Lender American II 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 (c) NSM shall issue cause the Company and each of its Subsidiaries to issue, and the Company and each of its Subsidiaries shall issue, quarterly and annual consolidated financial statements from time to time as prepared in accordance with GAAP, consistently appliedrequired by Section 5.4(a);
d. Each Loan Party shall(d) NSM shall cause the Company and each of its Subsidiaries to, and the Company 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 (e) NSM shall notnot permit the Company or any of its Subsidiaries to, and the Company 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 American II or any of its Subsidiaries or joint ventures ventures, or (ii) hold out the credit of Lender American II or any of its Subsidiaries or joint ventures as being able to satisfy the obligations of such Loan Party the Company or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by such Loan Party the Company or any of its Subsidiaries of any capital contributions or loans that Lender American II or any of its Subsidiaries is required to make to such Loan Party the Company or any of its Subsidiaries or of any other obligations that Lender American II or any of its Subsidiaries is required to perform for the benefit of such Loan Party the Company or any of its Subsidiaries), except with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender American II or any of its Subsidiaries in writing;
f. Each Loan Party (f) NSM shall notcause the Company and each of its Subsidiaries not to, and the Company shall not and shall cause each of its Subsidiaries not to, authorize the use of its name or trademarks or service marks by Lender American II or any of its Subsidiaries or joint ventures, except pursuant to a written license agreement;
g. Each Loan Party shall not, and shall not permit any of its Subsidiaries to, except as permitted under the Trademark License Agreement, conduct its own business with suppliers of goods and services, lenders or purchasers of securities in the name of Lender or any of its Subsidiaries or joint ventures; and
h. If any Loan Party or any of its Subsidiaries obtains actual knowledge that Lender or any of its Subsidiaries or joint ventures has represented or indicated to any supplier of goods and services to, lender to or purchaser of securities of any Loan Party or any of its Subsidiaries that the credit of Lender or any of its Subsidiaries or joint ventures is *** 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.
(g) NSM shall not permit the Company or any of its Subsidiaries to, and the Company shall not and shall not permit any of its Subsidiaries to conduct its own business with suppliers of goods and services, lenders or purchasers of securities in the name of American II or any of its Subsidiaries or joint ventures. NSM further acknowledges that it shall have no right to conduct any business in the name of American II or on behalf of American II unless specifically authorized herein; and
(h) If NSM or the Company or any of its Subsidiaries obtains actual knowledge that American II or any of its Subsidiaries or joint ventures has represented or indicated to any supplier of goods and services to, lender to or purchaser of securities of the Company or any of its Subsidiaries that the credit of American II or any of its Subsidiaries or joint ventures is available to satisfy the obligations of any Loan Party the Company or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by Lender American II or any of its Subsidiaries or joint ventures of any capital contributions or loans that Lender American II or any of its Subsidiaries is required to make to any Loan Party the Company or any of its Subsidiaries or of any other obligations that Lender American II or any of its Subsidiaries is required to perform for the benefit of any Loan Party the Company or any of its Subsidiaries), other than with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender American II or any of its Subsidiaries in writing, then NSM shall cause the Company and each such Loan Party shallof its Subsidiaries to, and the Company shall and shall cause each of its Subsidiaries to, provide written notice to any person to whom such representation or indication was made, made to make clear that the credit of Lender American II and its Subsidiaries and joint ventures is not available to satisfy the obligations of such Loan Party the Company or any of its Subsidiaries, Subsidiaries other than with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender American II or any of its Subsidiaries in writing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (DISH Network CORP)
Separateness Covenants. a. Each Loan Party The Issuer shall, and shall cause each of :
i. Maintain its Subsidiaries to, (i) to the extent that such entities have one or more deposit accounts, each maintain their own deposit and other account or accounts, separate from those of any Affiliate. The funds of the accounts Issuer will not be diverted to any other Person or for other than the use of Lender and its Subsidiaries and joint venturesthe Issuer, with commercial banking institutions and (ii) and, except as may be expressly permitted by this Indenture or the other Transaction Documents, the funds of the Issuer shall not commingle their funds be commingled with those of Lender any Affiliate of the Issuer.
ii. Ensure that, to the extent that it shares the same officers or other employees as any of its Subsidiaries members or joint ventures; *** Certain confidential portions Affiliates the salaries of this exhibit were omitted by means of redacting a portion and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the text. Copies of the exhibit containing the redacted portions have been filed separately salary and benefit costs associated with the Securities all such common officers and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Actemployees.
b. Each Loan Party shalliii. Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall cause bear its fair share of such costs. To the extent that the Issuer 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 such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. Except as otherwise contemplated by the Transaction Documents, all material transactions between the Issuer and any of its Affiliates shall be only on an arm's-length basis.
iv. Maintain an office and a telephone number separate from those of each of its Subsidiaries to, maintain separate addresses from the addresses of Lender members and its Subsidiaries and joint ventures, or to Affiliates other than Affiliates that are bankruptcy remote entities. To the extent that the any Loan Party or Issuer and any of its Subsidiaries may members or Affiliates have offices in the same location as Lender or any of its Subsidiaries or joint venturescontiguous space, to maintain a there shall be fair and appropriate allocation of overhead costs (including rent) among them, with and each such entity bearing shall bear its fair share of such expense;expenses.
c. Guarantor v. Ensure that decisions with respect to its business and daily operations 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 independently made by the extent applicable;
e. Each Loan Party shall not, Issuer and shall not permit be dictated by any of its Subsidiaries to, (i) assume or guarantee any Affiliate of the liabilities ofIssuer.
vi. Act solely in its own name and through its own authorized officers and agents. The Issuer shall at all times use its own stationery.
vii. Other than organizational expenses and as contemplated by the Transaction Documents, pay all expenses, indebtedness and other obligations incurred by it using its own funds.
viii. Not enter into any guaranty, or pledge any of its assets as security for the liabilities ofotherwise become liable, 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 able to satisfy the obligations of such Loan Party or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by such Loan Party or any of its Subsidiaries of any capital contributions or loans that Lender or any of its Subsidiaries is required to make to such Loan Party or any of its Subsidiaries or of any other obligations that Lender or any of its Subsidiaries is required to perform for the benefit of such Loan Party or any of its Subsidiaries), except with respect to any guarantees or assumptions obligation of indebtedness or other liabilities any Affiliate nor make any loans to any Person.
ix. Ensure that have been expressly agreed to any financial reports required by Lender or it shall comply GAAP and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Subsidiaries in writing;
f. Each Loan Party shall not, Affiliates so long as such consolidated reports contain footnotes describing the effect of the transactions on the Issuer and shall cause each of its Subsidiaries not to, authorize the use of its name or trademarks or service marks by Lender or any of its Subsidiaries or joint ventures, except pursuant to a written license agreement;
g. Each Loan Party shall not, such Affiliate and shall not permit any of its Subsidiaries to, except as permitted under the Trademark License Agreement, conduct its own business with suppliers of goods and services, lenders or purchasers of securities in the name of Lender or any of its Subsidiaries or joint ventures; and
h. If any Loan Party or any of its Subsidiaries obtains actual knowledge that Lender or any of its Subsidiaries or joint ventures has represented or indicated to any supplier of goods and services to, lender to or purchaser of securities of any Loan Party or any of its Subsidiaries also state that the credit of Lender or any of its Subsidiaries or joint ventures is *** Certain confidential portions of this exhibit were omitted by means of redacting a portion assets 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. available to satisfy the obligations of any Loan Party or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by Lender or any of its Subsidiaries or joint ventures of any capital contributions or loans that Lender or any of its Subsidiaries is required to make to any Loan Party or any of its Subsidiaries or of any other obligations that Lender or any of its Subsidiaries is required to perform for the benefit of any Loan Party or any of its Subsidiaries), other than with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender or any of its Subsidiaries in writing, then each such Loan Party shall, and shall cause each of its Subsidiaries to, provide written notice to any person to whom such representation or indication was made, to make clear that the credit of Lender and its Subsidiaries and joint ventures is Issuer are not available to satisfy pay creditors of the obligations of such Loan Party or any of its Subsidiaries, other than with respect Affiliate.
x. Ensure that at all times it is adequately capitalized to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender or any of its Subsidiaries engage in writingthe transactions contemplated in the Limited Liability Company Agreement and in the Transaction Documents.
Appears in 1 contract
Samples: Indenture (Silverleaf Resorts Inc)
Separateness Covenants. a. Each Loan Party (a) The Issuer 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 Maintain its own deposit and other account or accounts, separate from those of any Affiliate. The funds of the accounts Issuer will not be diverted to any other Person or for other than the use of Lender and its Subsidiaries and joint venturesthe Issuer, and, except as may be expressly permitted by this Indenture or the other Transaction Documents, the funds of the Issuer shall not be commingled with commercial banking institutions and those of any Affiliate of the Issuer.
(ii) not commingle their funds with those of Lender Ensure that, to the extent that it shares the same officers or other employees as any of its Subsidiaries members or joint ventures; *** Certain confidential portions Affiliates the salaries of this exhibit were omitted by means of redacting a portion and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the text. Copies of the exhibit containing the redacted portions have been filed separately salary and benefit costs associated with the Securities all such common officers and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Actemployees.
b. Each Loan Party shall(iii) Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall cause bear its fair share of such costs. To the extent that the Issuer 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 such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. Except as otherwise contemplated by the Transaction Documents, all material transactions between the Issuer and any of its Affiliates shall be only on an arm’s-length basis.
(iv) Maintain an office and a telephone number separate from those of each of its Subsidiaries to, maintain separate addresses from the addresses of Lender members and its Subsidiaries and joint ventures, or to Affiliates other than Affiliates that are bankruptcy remote entities. To the extent that the any Loan Party or Issuer and any of its Subsidiaries may members or Affiliates have offices in the same location as Lender or any of its Subsidiaries or joint venturescontiguous space, to maintain a there shall be fair and appropriate allocation of overhead costs (including rent) among them, with and each such entity bearing shall bear its fair share of such expense;expenses.
c. Guarantor (v) Ensure that decisions with respect to its business and daily operations 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 independently made by the extent applicable;
e. Each Loan Party shall not, Issuer and shall not permit be dictated by any of its Subsidiaries to, (i) assume or guarantee any Affiliate of the liabilities ofIssuer.
(vi) Act solely in its own name and through its own authorized officers and agents. The Issuer shall at all times use its own stationery.
(vii) Other than organizational expenses and as contemplated by the Transaction Documents, pay all expenses, indebtedness and other obligations incurred by it using its own funds.
(viii) Not enter into any guaranty, or pledge any of its assets as security for the liabilities ofotherwise become liable, 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 able to satisfy the obligations of such Loan Party or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by such Loan Party or any of its Subsidiaries of any capital contributions or loans that Lender or any of its Subsidiaries is required to make to such Loan Party or any of its Subsidiaries or of any other obligations that Lender or any of its Subsidiaries is required to perform for the benefit of such Loan Party or any of its Subsidiaries), except with respect to any guarantees or assumptions obligation of indebtedness or other liabilities any Affiliate nor make any loans to any Person.
(ix) Ensure that have been expressly agreed to any financial reports required by Lender or it shall comply with GAAP and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Subsidiaries in writing;
f. Each Loan Party shall not, Affiliates so long as such consolidated reports contain footnotes describing the effect of the transactions on the Issuer and shall cause each of its Subsidiaries not to, authorize the use of its name or trademarks or service marks by Lender or any of its Subsidiaries or joint ventures, except pursuant to a written license agreement;
g. Each Loan Party shall not, such Affiliate and shall not permit any of its Subsidiaries to, except as permitted under the Trademark License Agreement, conduct its own business with suppliers of goods and services, lenders or purchasers of securities in the name of Lender or any of its Subsidiaries or joint ventures; and
h. If any Loan Party or any of its Subsidiaries obtains actual knowledge that Lender or any of its Subsidiaries or joint ventures has represented or indicated to any supplier of goods and services to, lender to or purchaser of securities of any Loan Party or any of its Subsidiaries also state that the credit of Lender or any of its Subsidiaries or joint ventures is *** Certain confidential portions of this exhibit were omitted by means of redacting a portion assets 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. available to satisfy the obligations of any Loan Party or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by Lender or any of its Subsidiaries or joint ventures of any capital contributions or loans that Lender or any of its Subsidiaries is required to make to any Loan Party or any of its Subsidiaries or of any other obligations that Lender or any of its Subsidiaries is required to perform for the benefit of any Loan Party or any of its Subsidiaries), other than with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender or any of its Subsidiaries in writing, then each such Loan Party shall, and shall cause each of its Subsidiaries to, provide written notice to any person to whom such representation or indication was made, to make clear that the credit of Lender and its Subsidiaries and joint ventures is Issuer are not available to satisfy pay creditors of the obligations of such Loan Party or any of its Subsidiaries, other than with respect Affiliate.
(x) Ensure that at all times it is adequately capitalized to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender or any of its Subsidiaries engage in writingthe transactions contemplated in the Limited Liability Company Agreement and in the Transaction Documents.
Appears in 1 contract
Samples: Indenture (Silverleaf Resorts Inc)
Separateness Covenants. a. Each Loan Party shall(a) NSM shall cause the Company and each of its Subsidiaries to, and the Company 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 American II and its Subsidiaries and joint ventures, with commercial banking institutions institutions, and (ii) not commingle their funds with those of Lender American II 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(b) NSM shall cause the Company and each of its Subsidiaries to, and the Company shall and shall cause each of its Subsidiaries to, maintain separate addresses from the addresses of Lender American II and its Subsidiaries and joint ventures, or to the extent the any Loan Party Company or any of its Subsidiaries may have offices in the same location as Lender American II 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 (c) NSM shall issue cause the Company and each of its Subsidiaries to issue, and the Company and each of its Subsidiaries shall issue, quarterly and annual consolidated financial statements from time to time as prepared in accordance with GAAP, consistently appliedrequired by Section 5.4(a);
d. Each Loan Party shall(d) NSM shall cause the Company and each of its Subsidiaries to, and the Company 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 (e) NSM shall notnot permit the Company or any of its Subsidiaries to, and the Company 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 American II or any of its Subsidiaries or joint ventures ventures, or (ii) hold out the credit of Lender American II or any of its Subsidiaries or joint ventures as being able to satisfy the obligations of such Loan Party the Company or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by such Loan Party the Company or any of its Subsidiaries of any capital contributions or loans that Lender American II or any of its Subsidiaries is required to make to such Loan Party the Company or any of its Subsidiaries or of any other obligations that Lender American II or any of its Subsidiaries is required to perform for the benefit of such Loan Party the Company or any of its Subsidiaries), except with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender American II or any of its Subsidiaries in writing;
f. Each Loan Party (f) NSM shall notcause the Company and each of its Subsidiaries not to, and the Company shall not and shall cause each of its Subsidiaries not to, authorize the use of its name or trademarks or service marks by Lender American II or any of its Subsidiaries or joint ventures, except pursuant to a written license agreement;
g. Each Loan Party (g) NSM shall notnot permit the Company or any of its Subsidiaries to, and the Company shall not and shall not permit any of its Subsidiaries to, except as permitted under the Trademark License Agreement, conduct its own business with suppliers of goods and services, lenders or purchasers of securities in the name of Lender American II or any of its Subsidiaries or joint ventures. NSM further acknowledges that it shall have no right to conduct any business in the name of American II or on behalf of American II unless specifically authorized herein; and
h. If any Loan Party or any of its Subsidiaries obtains actual knowledge that Lender or any of its Subsidiaries or joint ventures has represented or indicated to any supplier of goods and services to, lender to or purchaser of securities of any Loan Party or any of its Subsidiaries that the credit of Lender or any of its Subsidiaries or joint ventures is *** 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. .
(h) If NSM or the Company or any of its Subsidiaries obtains actual knowledge that American II or any of its Subsidiaries or joint ventures has represented or indicated to any supplier of goods and services to, lender to or purchaser of securities of the Company or any of its Subsidiaries that the credit of American II or any of its Subsidiaries or joint ventures is available to satisfy the obligations of any Loan Party the Company or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by Lender American II or any of its Subsidiaries or joint ventures of any capital contributions or loans that Lender American II or any of its Subsidiaries is required to make to any Loan Party the Company or any of its Subsidiaries or of any other obligations that Lender American II or any of its Subsidiaries is required to perform for the benefit of any Loan Party the Company or any of its Subsidiaries), other than with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender American II or any of its Subsidiaries in writing, then NSM shall cause the Company and each such Loan Party shallof its Subsidiaries to, and the Company shall and shall cause each of its Subsidiaries to, provide written notice to any person to whom such representation or indication was made, made to make clear that the credit of Lender American II and its Subsidiaries and joint ventures is not available to satisfy the obligations of such Loan Party the Company or any of its Subsidiaries, Subsidiaries other than with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender American II or any of its Subsidiaries in writing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (DISH Network CORP)
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 that 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 able to satisfy the obligations of such Loan Party or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by such Loan Party or any of its Subsidiaries of any capital contributions or loans that Lender or any of its Subsidiaries is required to make to such Loan Party or any of its Subsidiaries or of any other obligations that Lender or any of its Subsidiaries is required to perform for the benefit of such Loan Party or any of its Subsidiaries), except with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender or any of its Subsidiaries in writing;
f. Each Loan Party shall not, and shall cause each of its Subsidiaries not to, authorize the use of its name or trademarks or service marks by Lender or any of its Subsidiaries or joint ventures, except pursuant to a written license agreement;; *** 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.
g. Each Loan Party shall not, and shall not permit any of its Subsidiaries to, except as permitted under the Trademark License Agreement, to conduct its own business with suppliers of goods and services, lenders or purchasers of securities in the name of Lender or any of its Subsidiaries or joint ventures; and
h. If any Loan Party or any of its Subsidiaries obtains actual knowledge that Lender or any of its Subsidiaries or joint ventures has represented or indicated to any supplier of goods and services to, lender to or purchaser of securities of any Loan Party or any of its Subsidiaries that the credit of Lender or any of its Subsidiaries or joint ventures is *** 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. available to satisfy the obligations of any Loan Party or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by Lender or any of its Subsidiaries or joint ventures of any capital contributions or loans that Lender or any of its Subsidiaries is required to make to any Loan Party or any of its Subsidiaries or of any other obligations that Lender or any of its Subsidiaries is required to perform for the benefit of any Loan Party or any of its Subsidiaries), other than with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender or any of its Subsidiaries in writing, then each such Loan Party shall, and shall cause each of its Subsidiaries to, provide written notice to any person to whom such representation or indication was made, to make clear that the credit of Lender and its Subsidiaries and joint ventures is not available to satisfy the obligations of such Loan Party or any of its Subsidiaries, other than with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender or any of its Subsidiaries in writing.
Appears in 1 contract
Samples: Credit Agreement (DISH Network CORP)
Separateness Covenants. a. Each Loan Party The Issuer shall, and shall cause each of :
(a) Maintain its Subsidiaries to, (i) to the extent that such entities have one or more deposit accounts, each maintain their own deposit and other account or accounts, separate from those of any Affiliate. The funds of the accounts Issuer will not be diverted to any other Person or for other than the use of Lender and its Subsidiaries and joint venturesthe Issuer, with commercial banking institutions and (ii) and, except as may be expressly permitted by this Indenture or the other Transaction Documents, the funds of the Issuer shall not commingle their funds be commingled with those of Lender any Affiliate of the Issuer.
(b) Ensure that, to the extent that it shares the same officers or other employees as any of its Subsidiaries members or joint ventures; *** Certain confidential portions Affiliates the salaries of this exhibit were omitted by means of redacting a portion and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the text. Copies of the exhibit containing the redacted portions have been filed separately salary and benefit costs associated with the Securities all such common officers and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Actemployees.
b. Each Loan Party shall(c) Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall cause bear its fair share of such costs. To the extent that the Issuer 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 such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. Except as otherwise contemplated by the Transaction Documents, all material transactions between the Issuer and any of its Affiliates shall be only on an arm’s-length basis.
(d) Maintain an office and a telephone number separate from those of each of its Subsidiaries to, maintain separate addresses from the addresses of Lender members and its Subsidiaries and joint ventures, or to Affiliates other than Affiliates that are bankruptcy remote entities. To the extent that the any Loan Party or Issuer and any of its Subsidiaries may members or Affiliates have offices in the same location as Lender or any of its Subsidiaries or joint venturescontiguous space, to maintain a there shall be fair and appropriate allocation of overhead costs (including rent) among them, with and each such entity bearing shall bear its fair share of such expense;expenses.
c. Guarantor (e) Ensure that decisions with respect to its business and daily operations 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 independently made by the extent applicable;
e. Each Loan Party shall not, Issuer and shall not permit be dictated by any of its Subsidiaries to, (i) assume or guarantee any Affiliate of the liabilities ofIssuer.
(f) Act solely in its own name and through its own authorized officers and agents. The Issuer shall at all times use its own stationery.
(g) Other than organizational expenses and as contemplated by the Transaction Documents, pay all expenses, indebtedness and other obligations incurred by it using its own funds.
(h) Not enter into any guaranty, or pledge any of its assets as security for the liabilities ofotherwise become liable, 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 able to satisfy the obligations of such Loan Party or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by such Loan Party or any of its Subsidiaries of any capital contributions or loans that Lender or any of its Subsidiaries is required to make to such Loan Party or any of its Subsidiaries or of any other obligations that Lender or any of its Subsidiaries is required to perform for the benefit of such Loan Party or any of its Subsidiaries), except with respect to any guarantees or assumptions obligation of indebtedness or other liabilities any Affiliate nor make any loans to any Person.
(i) Ensure that have been expressly agreed to any financial reports required by Lender or it shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Subsidiaries in writing;
f. Each Loan Party shall not, Affiliates so long as such consolidated reports contain footnotes describing the effect of the transactions on the Issuer and shall cause each of its Subsidiaries not to, authorize the use of its name or trademarks or service marks by Lender or any of its Subsidiaries or joint ventures, except pursuant to a written license agreement;
g. Each Loan Party shall not, such Affiliate and shall not permit any of its Subsidiaries to, except as permitted under the Trademark License Agreement, conduct its own business with suppliers of goods and services, lenders or purchasers of securities in the name of Lender or any of its Subsidiaries or joint ventures; and
h. If any Loan Party or any of its Subsidiaries obtains actual knowledge that Lender or any of its Subsidiaries or joint ventures has represented or indicated to any supplier of goods and services to, lender to or purchaser of securities of any Loan Party or any of its Subsidiaries also state that the credit of Lender or any of its Subsidiaries or joint ventures is *** Certain confidential portions of this exhibit were omitted by means of redacting a portion assets 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. available to satisfy the obligations of any Loan Party or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by Lender or any of its Subsidiaries or joint ventures of any capital contributions or loans that Lender or any of its Subsidiaries is required to make to any Loan Party or any of its Subsidiaries or of any other obligations that Lender or any of its Subsidiaries is required to perform for the benefit of any Loan Party or any of its Subsidiaries), other than with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender or any of its Subsidiaries in writing, then each such Loan Party shall, and shall cause each of its Subsidiaries to, provide written notice to any person to whom such representation or indication was made, to make clear that the credit of Lender and its Subsidiaries and joint ventures is Issuer are not available to satisfy pay creditors of the obligations of such Loan Party or any of its Subsidiaries, other than with respect Affiliate.
(j) Ensure that at all times it is adequately capitalized to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender or any of its Subsidiaries engage in writingthe transactions contemplated in the Limited Liability Company Agreement and in the Transaction Documents.
Appears in 1 contract
Samples: Indenture (Silverleaf Resorts Inc)
Separateness Covenants. a. Each Loan Party The Issuer shall, and shall cause each of :
i. Maintain its Subsidiaries to, (i) to the extent that such entities have one or more deposit accounts, each maintain their own deposit and other account or accounts, separate from those of any Affiliate. The funds of the accounts Issuer will not be diverted to any other Person or for other than the use of Lender and its Subsidiaries and joint venturesthe Issuer, with commercial banking institutions and (ii) and, except as may be expressly permitted by this Indenture or the other Transaction Documents, the funds of the Issuer shall not commingle their funds be commingled with those of Lender any Affiliate of the Issuer.
ii. Ensure that, to the extent that it shares the same officers or other employees as any of its Subsidiaries members or joint ventures; *** Certain confidential portions Affiliates the salaries of this exhibit were omitted by means of redacting a portion and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the text. Copies of the exhibit containing the redacted portions have been filed separately salary and benefit costs associated with the Securities all such common officers and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Actemployees.
b. Each Loan Party shalliii. Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall cause bear its fair share of such costs. To the extent that the Issuer 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 such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. Except as otherwise contemplated by the Transaction Documents, all material transactions between the Issuer and any of its Affiliates shall be only on an arm's-length basis.
iv. Maintain an office and a telephone number separate from those of each of its Subsidiaries to, maintain separate addresses from the addresses of Lender members and its Subsidiaries and joint ventures, or to Affiliates other than Affiliates that are bankruptcy remote entities. To the extent that the any Loan Party or Issuer and any of its Subsidiaries may members or Affiliates have offices in the same location as Lender or any of its Subsidiaries or joint venturescontiguous space, to maintain a there shall be fair and appropriate allocation of overhead costs (including rent) among them, with and each such entity bearing shall bear its fair share of such expense;expenses.
c. Guarantor v. Ensure that decisions with respect to its business and daily operations 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 independently made by the extent applicable;
e. Each Loan Party shall not, Issuer and shall not permit be dictated by any of its Subsidiaries to, (i) assume or guarantee any Affiliate of the liabilities ofIssuer.
vi. Act solely in its own name and through its own authorized officers and agents. The Issuer shall at all times use its own stationery.
vii. Other than organizational expenses and as contemplated by the Transaction Documents, pay all expenses, indebtedness and other obligations incurred by it using its own funds.
viii. Not enter into any guaranty, or pledge any of its assets as security for the liabilities ofotherwise become liable, 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 able to satisfy the obligations of such Loan Party or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by such Loan Party or any of its Subsidiaries of any capital contributions or loans that Lender or any of its Subsidiaries is required to make to such Loan Party or any of its Subsidiaries or of any other obligations that Lender or any of its Subsidiaries is required to perform for the benefit of such Loan Party or any of its Subsidiaries), except with respect to any guarantees or assumptions obligation of indebtedness or other liabilities any Affiliate nor make any loans to any Person.
ix. Ensure that have been expressly agreed to any financial reports required by Lender or it shall comply with GAAP and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Subsidiaries in writing;
f. Each Loan Party shall not, Affiliates so long as such consolidated reports contain footnotes describing the effect of the transactions on the Issuer and shall cause each of its Subsidiaries not to, authorize the use of its name or trademarks or service marks by Lender or any of its Subsidiaries or joint ventures, except pursuant to a written license agreement;
g. Each Loan Party shall not, such Affiliate and shall not permit any of its Subsidiaries to, except as permitted under the Trademark License Agreement, conduct its own business with suppliers of goods and services, lenders or purchasers of securities in the name of Lender or any of its Subsidiaries or joint ventures; and
h. If any Loan Party or any of its Subsidiaries obtains actual knowledge that Lender or any of its Subsidiaries or joint ventures has represented or indicated to any supplier of goods and services to, lender to or purchaser of securities of any Loan Party or any of its Subsidiaries also state that the credit of Lender or any of its Subsidiaries or joint ventures is *** Certain confidential portions of this exhibit were omitted by means of redacting a portion assets 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. available to satisfy the obligations of any Loan Party or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by Lender or any of its Subsidiaries or joint ventures of any capital contributions or loans that Lender or any of its Subsidiaries is required to make to any Loan Party or any of its Subsidiaries or of any other obligations that Lender or any of its Subsidiaries is required to perform for the benefit of any Loan Party or any of its Subsidiaries), other than with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender or any of its Subsidiaries in writing, then each such Loan Party shall, and shall cause each of its Subsidiaries to, provide written notice to any person to whom such representation or indication was made, to make clear that the credit of Lender and its Subsidiaries and joint ventures is Issuer are not available to satisfy pay creditors of the obligations of such Loan Party or any of its Subsidiaries, other than with respect Affiliate.
x. Ensure that at all times it is adequately capitalized to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender or any of its Subsidiaries engage in writingthe transactions contemplated in the Limited Liability Company Agreement and in the Transaction Documents.
Appears in 1 contract
Samples: Indenture (Silverleaf Resorts Inc)
Separateness Covenants. a. Each Loan Party (a) The License Company and each Subsidiary Guarantor shall, and each 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. American II and its Subsidiaries and joint ventures, with commercial banking institutions and (ii) not commingle their funds with those of American II or any of its Subsidiaries or joint ventures.
b. Each Loan Party (b) The License Company and each Subsidiary Guarantor shall, and each shall cause each of its Subsidiaries to, maintain separate addresses from the addresses of Lender American II and its Subsidiaries and joint ventures, or to the extent the any Loan Party License Company or any of its Subsidiaries may have offices in the same location as Lender American II 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. (c) The License Company and each Subsidiary 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 each 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 (d) The License Company and each Subsidiary Guarantor shall not, and each 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 American II or any of its Subsidiaries or joint ventures or (ii) hold out the credit of Lender American II or any of its Subsidiaries or joint ventures as being able to satisfy the obligations of such Loan Party the License Company or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by such Loan Party the License Company or any of its Subsidiaries of any capital contributions or loans that Lender American II or any of its Subsidiaries is required to make to such Loan Party the License Company or any of its Subsidiaries or of any other obligations that Lender American II or any of its Subsidiaries is required to perform for the benefit of such Loan Party the License Company or any of its Subsidiaries), except with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender American II or any of its Subsidiaries in writing;
f. Each Loan Party (e) The License Company and each Subsidiary Guarantor shall not, and each shall cause each of its Subsidiaries not to, authorize the use of its name or trademarks or service marks by Lender American II or any of its Subsidiaries or joint ventures, except pursuant to a written license agreement;
g. Each Loan Party (f) The License Company and each Subsidiary Guarantor shall not, and each shall not permit any of its Subsidiaries to, except as permitted under the Trademark License Agreement, conduct its own business with suppliers of goods and services, lenders or purchasers of securities in the name of Lender American II or any of its Subsidiaries or joint ventures; and
h. (g) If any Loan Party the License Company or any of its Subsidiaries Subsidiary Guarantor obtains actual knowledge that Lender American II or any of its Subsidiaries or joint ventures has represented or indicated to any supplier of goods and services to, lender to or purchaser of securities of any Loan Party or any of its Subsidiaries that the credit of Lender or any of its Subsidiaries or joint ventures is *** 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. indicated to any supplier of goods and services to, lender to or purchaser of securities of the License Company or any of its Subsidiaries that the credit of American II or any of its Subsidiaries or joint ventures is available to satisfy the obligations of any Loan Party the License Company or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by Lender American II or any of its Subsidiaries or joint ventures of any capital contributions or loans that Lender American II or any of its Subsidiaries is required to make to any Loan Party the License Company or any of its Subsidiaries or of any other obligations that Lender American II or any of its Subsidiaries is required to perform for the benefit of any Loan Party the License Company or any of its Subsidiaries), other than with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender American II or any of its Subsidiaries in writing, then each such Loan Party shall, and shall cause each of its Subsidiaries to, provide written notice to any person to whom such representation or indication was made, to make clear that the credit of Lender American II and its Subsidiaries and joint ventures is not available to satisfy the obligations of such Loan Party the License Company or any of its Subsidiaries, other than with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender American II or any of its Subsidiaries in writing.
Appears in 1 contract
Separateness Covenants. a. Each Loan Party shall(a) SNR shall cause the Company and each of its Subsidiaries to, and the Company 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 American III and its Subsidiaries and joint ventures, with commercial banking institutions institutions, and (ii) not commingle their funds with those of Lender American III or any of its Subsidiaries or joint ventures; *** Certain confidential portions ;
(b) SNR shall cause the Company and each of this exhibit were omitted by means of redacting a portion of its Subsidiaries to, and 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, Company shall and shall cause each of its Subsidiaries to, maintain separate addresses from the addresses of Lender American III and its Subsidiaries and joint ventures, or to the extent the any Loan Party Company or any of its Subsidiaries may have offices in the same location as Lender American III 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 (c) SNR shall issue cause the Company and each of its Subsidiaries to issue, and the Company and each of its Subsidiaries shall issue, quarterly and annual consolidated financial statements from time to time as prepared in accordance with GAAP, consistently appliedrequired by Section 5.4(a);
d. Each Loan Party shall(d) SNR shall cause the Company and each of its Subsidiaries to, and the Company 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 (e) SNR shall notnot permit the Company or any of its Subsidiaries to, and the Company 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 able to satisfy the obligations of such Loan Party or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by such Loan Party or any of its Subsidiaries of any capital contributions or loans that Lender or any of its Subsidiaries is required to make to such Loan Party or any of its Subsidiaries or of any other obligations that Lender or any of its Subsidiaries is required to perform for the benefit of such Loan Party or any of its Subsidiaries), except with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender or any of its Subsidiaries in writing;
f. Each Loan Party shall not, and shall cause each of its Subsidiaries not to, authorize the use of its name or trademarks or service marks by Lender or any of its Subsidiaries or joint ventures, except pursuant to a written license agreement;
g. Each Loan Party shall not, and shall not permit any of its Subsidiaries to, except as permitted under the Trademark License Agreement, conduct its own business with suppliers of goods and services, lenders or purchasers of securities in the name of Lender or any of its Subsidiaries or joint ventures; and
h. If any Loan Party or any of its Subsidiaries obtains actual knowledge that Lender or any of its Subsidiaries or joint ventures has represented or indicated to any supplier of goods and services to, lender to or purchaser of securities of any Loan Party or any of its Subsidiaries that the credit of Lender or any of its Subsidiaries or joint ventures is *** 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. available of, or pledge any of its assets as security for the liabilities of, American III or any of its Subsidiaries or joint ventures, or (ii) hold out the credit of American III or any of its Subsidiaries or joint ventures as being able to satisfy the obligations of any Loan Party the Company or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by Lender the Company or any of its Subsidiaries of any capital contributions or loans that American III or any of its Subsidiaries is required to make to the Company or any of its Subsidiaries or of any other obligations that American III or any of its Subsidiaries is required to perform for the benefit of the Company or any of its Subsidiaries), except with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by American III or any of its Subsidiaries in writing;
(f) SNR shall cause the Company and each of its Subsidiaries not to, and the Company shall not and shall cause each of its Subsidiaries not to, authorize the use of its name or trademarks or service marks by American III or any of its Subsidiaries or joint ventures, except pursuant to a written license agreement;
(g) SNR shall not permit the Company or any of its Subsidiaries to, and the Company shall not and shall not permit any of its Subsidiaries to conduct its own business with suppliers of goods and services, lenders or purchasers of securities in the name of American III or any of its Subsidiaries or joint ventures. SNR further acknowledges that it shall have no right to conduct any business in the name of American III or on behalf of American III unless specifically authorized herein; and
(h) If SNR or the Company or any of its Subsidiaries obtains actual knowledge that American III or any of its Subsidiaries or joint ventures has represented or indicated to any supplier of goods and services to, lender to or purchaser of securities of the Company or any of its Subsidiaries that the credit of American III or any of its Subsidiaries or joint ventures is available to satisfy the obligations of the Company or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by American III or any of its Subsidiaries or joint ventures of any capital contributions or loans that Lender American III or any of its Subsidiaries is required to make to any Loan Party the Company or any of its Subsidiaries or of any other obligations that Lender American III or any of its Subsidiaries is required to perform for the benefit of any Loan Party the Company or any of its Subsidiaries), other than with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender American III or any of its Subsidiaries in writing, then SNR shall cause the Company and each such Loan Party shallof its Subsidiaries to, and the Company shall and shall cause each of its Subsidiaries to, provide written notice to any person to whom such representation or indication was made, made to make clear that the credit of Lender American III and its Subsidiaries and joint ventures is not available to satisfy the obligations of such Loan Party the Company or any of its Subsidiaries, Subsidiaries other than with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender American III or any of its Subsidiaries in writing. *** 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.
Appears in 1 contract
Samples: Limited Liability Company Agreement (DISH Network CORP)
Separateness Covenants. a. Each Loan Party shall, and shall cause each of its Subsidiaries to, (iA) 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 Leap and its Subsidiaries and joint ventures, with commercial banking institutions institutions, and (iiB) not commingle their funds with those of Lender Leap 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 Leap 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 Leap 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, shall and shall cause each of its Subsidiaries to, (iA) each maintain its separate status as a limited liability company and (iiB) 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, (iA) assume or guarantee any of the liabilities of, or pledge any of its assets as security for the liabilities of, Lender Leap or any of its Subsidiaries or joint ventures ventures, or (iiB) hold out the credit of Lender Leap or any of its Subsidiaries or joint ventures as being able to satisfy the obligations of such Loan Party or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by such Loan Party or any of its Subsidiaries of any capital contributions or loans that Lender Leap or any of its Subsidiaries is required to make to such Loan Party or any of its Subsidiaries or of any other obligations that Lender Leap or any of its Subsidiaries is required to perform for the benefit of such Loan Party or any of its Subsidiaries), except with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender Leap or any of its Subsidiaries in writing;
f. Each Loan Party shall not, and shall cause each of its Subsidiaries not to, authorize the use of its name or trademarks or service marks by Lender Leap or any of its Subsidiaries or joint ventures, except pursuant to a written license agreement;
g. Each Loan Party shall not, and shall not permit any of its Subsidiaries to, except as permitted under the Trademark License Agreement, conduct a material amount of its own business with suppliers of goods and services, lenders or purchasers of securities in the name of Lender Leap or any of its Subsidiaries or joint ventures; and
h. If any Loan Party or any of its Subsidiaries obtains actual knowledge that Lender Leap or any of its Subsidiaries or joint ventures has represented or indicated to any supplier of goods and services to, lender to or purchaser of securities of any Loan Party or any of its Subsidiaries that the credit of Lender Leap or any of its Subsidiaries or joint ventures is *** 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. available to satisfy the obligations of any Loan Party or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by Lender Leap or any of its Subsidiaries or joint ventures of any capital contributions or loans that Lender Leap or any of its Subsidiaries is required to make to any Loan Party or any of its Subsidiaries or of any other obligations that Lender Leap or any of its Subsidiaries is required to perform for the benefit of any Loan Party or any of its Subsidiaries), other than with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender Leap or any of its Subsidiaries in writing, then each such Loan Party shall, and shall cause each of its Subsidiaries to, provide written notice to any person to whom such representation or indication was made, to make clear that the credit of Lender Leap and its Subsidiaries and joint ventures is not available to satisfy the obligations of such Loan Party or any of its Subsidiaries, other than with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender Leap or any of its Subsidiaries in writing.
Appears in 1 contract
Separateness Covenants. a. Each Loan Party shall(a) NSM shall cause the Company and each of its Subsidiaries to, and the Company 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 American II and its Subsidiaries and joint ventures, with commercial banking institutions institutions, and (ii) not commingle their funds with those of Lender American II or any of its Subsidiaries or joint ventures; ;
(b) NSM shall cause the Company and each of its Subsidiaries to, and the Company shall and shall cause each of its Subsidiaries to, maintain separate addresses from the addresses of American II and its Subsidiaries and joint ventures, or to the extent the Company or any of its Subsidiaries may have offices in the same location as American II 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) NSM shall cause the Company and each of its Subsidiaries to issue, and the Company and each of its Subsidiaries shall issue, quarterly and annual consolidated financial statements from time to time as required by Section 5.4(a);
(d) NSM shall cause the Company and each of its Subsidiaries to, and the Company 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 *** 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 (e) NSM shall notnot permit the Company or any of its Subsidiaries to, and the Company 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 American II or any of its Subsidiaries or joint ventures ventures, or (ii) hold out the credit of Lender American II or any of its Subsidiaries or joint ventures as being able to satisfy the obligations of such Loan Party the Company or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by such Loan Party the Company or any of its Subsidiaries of any capital contributions or loans that Lender American II or any of its Subsidiaries is required to make to such Loan Party the Company or any of its Subsidiaries or of any other obligations that Lender American II or any of its Subsidiaries is required to perform for the benefit of such Loan Party the Company or any of its Subsidiaries), except with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender American II or any of its Subsidiaries in writing;
f. Each Loan Party (f) NSM shall notcause the Company and each of its Subsidiaries not to, and the Company shall not and shall cause each of its Subsidiaries not to, authorize the use of its name or trademarks or service marks by Lender American II or any of its Subsidiaries or joint ventures, except pursuant to a written license agreement;
g. Each Loan Party (g) NSM shall notnot permit the Company or any of its Subsidiaries to, and the Company shall not and shall not permit any of its Subsidiaries to, except as permitted under the Trademark License Agreement, to conduct its own business with suppliers of goods and services, lenders or purchasers of securities in the name of Lender American II or any of its Subsidiaries or joint ventures. NSM further acknowledges that it shall have no right to conduct any business in the name of American II or on behalf of American II unless specifically authorized herein; and
h. (h) If any Loan Party NSM or the Company or any of its Subsidiaries obtains actual knowledge that Lender American II or any of its Subsidiaries or joint ventures has represented or indicated to any supplier of goods and services to, lender to or purchaser of securities of any Loan Party the Company or any of its Subsidiaries that the credit of Lender American II or any of its Subsidiaries or joint ventures is available to satisfy the obligations of the Company or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by American II or any of its Subsidiaries or joint ventures of any capital contributions or loans that American II or any of its Subsidiaries is required to make to the Company or any of its Subsidiaries or of any other obligations that American II or any of its Subsidiaries is required to perform for the benefit of the Company or any of its Subsidiaries), other than with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by American II or any of its Subsidiaries in writing, then NSM shall cause the Company and each of its Subsidiaries to, and the Company shall and shall cause each of its Subsidiaries to, provide written notice to any person to whom such representation or indication *** 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. was made to make clear that the credit of American II and its Subsidiaries and joint ventures is not available to satisfy the obligations of any Loan Party the Company or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by Lender or any of its Subsidiaries or joint ventures of any capital contributions or loans that Lender or any of its Subsidiaries is required to make to any Loan Party or any of its Subsidiaries or of any other obligations that Lender or any of its Subsidiaries is required to perform for the benefit of any Loan Party or any of its Subsidiaries), other than with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender or any of its Subsidiaries in writing, then each such Loan Party shall, and shall cause each of its Subsidiaries to, provide written notice to any person to whom such representation or indication was made, to make clear that the credit of Lender and its Subsidiaries and joint ventures is not available to satisfy the obligations of such Loan Party or any of its Subsidiaries, other than with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender American II or any of its Subsidiaries in writing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (DISH Network CORP)
Separateness Covenants. a. Each Loan Party (a) The Issuer 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 Maintain its own deposit and other account or accounts, separate from those of any Affiliate. The funds of the accounts Issuer will not be diverted to any other Person or for other than the use of Lender and its Subsidiaries and joint venturesthe Issuer, and, except as may be expressly permitted by this Indenture or the other Transaction Documents, the funds of the Issuer shall not be commingled with commercial banking institutions and those of any Affiliate of the Issuer.
(ii) not commingle their funds with those of Lender Ensure that, to the extent that it shares the same officers or other employees as any of its Subsidiaries partners or joint ventures; *** Certain confidential portions Affiliates the salaries of this exhibit were omitted by means of redacting a portion and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the text. Copies of the exhibit containing the redacted portions have been filed separately salary and benefit costs associated with the Securities all such common officers and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Actemployees.
b. Each Loan Party shall(iii) Ensure that, to the extent that it jointly contracts with any of its partners or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall cause bear its fair share of such costs. To the extent that the Issuer 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 such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. Except as otherwise contemplated by the Transaction Documents, all material transactions between the Issuer and any of its Affiliates shall be only on an arm's-length basis.
(iv) Maintain an office and a telephone number separate from those of each of its Subsidiaries to, maintain separate addresses from the addresses of Lender partners and its Subsidiaries and joint ventures, or to Affiliates other than Affiliates that are bankruptcy remote entities. To the extent that the any Loan Party or Issuer and any of its Subsidiaries may partners or Affiliates have offices in the same location as Lender or any of its Subsidiaries or joint venturescontiguous space, to maintain a there shall be fair and appropriate allocation of overhead costs (including rent) among them, with and each such entity bearing shall bear its fair share of such expense;expenses.
c. Guarantor (v) Ensure that decisions with respect to its business and daily operations 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, be independently made by the Issuer and shall cause each not be dictated by any Affiliate of the Issuer.
(vi) Act solely in its own name and through its own authorized officers and agents. The Issuer shall at all times use its own stationery.
(vii) Other than organizational expenses and as contemplated by the Transaction Documents, pay all expenses, indebtedness and other obligations incurred by it using its own funds.
(viii) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any Affiliate nor make any loans to any Person.
(ix) Ensure that any financial reports required by it shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Subsidiaries to, Affiliates so long as such consolidated reports contain footnotes describing the effect of the transactions on the Issuer and such Affiliate and also state that the assets of the Issuer are not available to pay creditors of the Affiliate.
(x) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in the Limited Partnership Agreement and in the Transaction Documents.
(b) The General Partner shall:
(i) each maintain Maintain its own deposit and other account or accounts, separate status from those of any Affiliate. The funds of the General Partner will not be diverted to any other Person or for other than the use of the General Partner, and, except as a limited liability company and may be expressly permitted by this Indenture or the other Transaction Documents, the funds of the General Partner shall not be commingled with those of any Affiliate of the General Partner.
(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 accountsEnsure that, to the extent applicable;
e. Each Loan Party shall not, and shall not permit that it shares the same officers or other employees as any of its Subsidiaries tomembers or Affiliates the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, (i) assume or guarantee any and each such entity shall bear its fair share of the liabilities ofsalary and benefit costs associated with all such common officers and employees.
(iii) Ensure that, or pledge to the extent that it jointly contracts with any of its assets as security for members or Affiliates to do business with vendors or service providers or to share overhead expenses, the liabilities ofcosts incurred in so doing shall be allocated fairly among such entities, Lender or any of and each such entity shall bear its Subsidiaries or joint ventures or (ii) hold out the credit of Lender or any of its Subsidiaries or joint ventures as being able to satisfy the obligations fair share of such Loan Party costs. To the extent that the Issuer contracts or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by such Loan Party or any of its Subsidiaries of any capital contributions or loans that Lender or any of its Subsidiaries is required to make to such Loan Party or any of its Subsidiaries or of any other obligations that Lender or any of its Subsidiaries is required to perform for the benefit of such Loan Party or any of its Subsidiaries), except does business with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender or any of its Subsidiaries in writing;
f. Each Loan Party shall not, and shall cause each of its Subsidiaries not to, authorize the use of its name or trademarks vendors or service marks by Lender or any of its Subsidiaries or joint ventures, except pursuant to a written license agreement;
g. Each Loan Party shall not, and shall not permit any of its Subsidiaries to, except as permitted under providers where the Trademark License Agreement, conduct its own business with suppliers of goods and services, lenders or purchasers of securities in the name of Lender or any of its Subsidiaries or joint ventures; and
h. If any Loan Party or any of its Subsidiaries obtains actual knowledge that Lender or any of its Subsidiaries or joint ventures has represented or indicated to any supplier of goods and services to, lender to or purchaser of securities of any Loan Party or any of its Subsidiaries that the credit of Lender or any of its Subsidiaries or joint ventures is *** 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. available to satisfy the obligations of any Loan Party or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by Lender or any of its Subsidiaries or joint ventures of any capital contributions or loans that Lender or any of its Subsidiaries is required to make to any Loan Party or any of its Subsidiaries or of any other obligations that Lender or any of its Subsidiaries is required to perform provided are partially for the benefit of any Loan Party other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. Except as otherwise contemplated by the Transaction Documents, all material transactions between the General Partner and any of its Subsidiaries), Affiliates shall be only on an arm's-length basis.
(iv) Maintain an office and a telephone number separate from those of each of its members and Affiliates other than Affiliates that are bankruptcy remote entities. To the extent that the General Partner and any of its members or Affiliates have offices in contiguous space, there shall be fair and appropriate allocation of overhead costs (including rent) among them, and each such entity shall bear its fair share of such expenses.
(v) Ensure that decisions with respect to its business and daily operations shall be independently made by the General Partner and shall not be dictated by any Affiliate of the General Partner.
(vi) Act solely in its own name and through its own authorized officers and agents. The General Partner shall at all times use its own stationery.
(vii) Other than organizational expenses and as contemplated by the Transaction Documents, pay all expenses, indebtedness and other obligations incurred by it using its own funds.
(viii) Not enter into any guaranty, or otherwise become liable, with respect to any guarantees or assumptions obligation of indebtedness or other liabilities any Affiliate nor make any loans to any Person.
(ix) Ensure that have been expressly agreed to any financial reports required by Lender or it shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Subsidiaries in writing, then each Affiliates so long as such Loan Party shall, consolidated reports contain footnotes describing the effect of the transactions on the General Partner and shall cause each of its Subsidiaries to, provide written notice to any person to whom such representation or indication was made, to make clear Affiliate and also state that the credit assets of Lender and its Subsidiaries and joint ventures is the General Partner are not available to satisfy pay creditors of the obligations of such Loan Party or any of its Subsidiaries, other than with respect Affiliate.
(x) Ensure that at all times it is adequately capitalized to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender or any of its Subsidiaries engage in writingthe transactions contemplated in the Limited Liability Company Agreement and in the Transaction Documents.
Appears in 1 contract
Samples: Indenture (Silverleaf Resorts Inc)
Separateness Covenants. a. Each Loan Party shall(a) SNR shall cause the Company and each of its Subsidiaries to, and the Company 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 its own deposit account or accounts, separate from the accounts of Lender American III and its Subsidiaries and joint ventures, with commercial banking institutions institutions, and (ii) not commingle their funds with those of Lender American III or any of its Subsidiaries or joint ventures; *** Certain confidential portions ;
(b) SNR shall cause the Company and each of this exhibit were omitted by means of redacting a portion of its Subsidiaries to, and 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, Company shall and shall cause each of its Subsidiaries to, maintain separate addresses from the addresses of Lender American III and its Subsidiaries and joint ventures, or to the extent the any Loan Party Company or any of its Subsidiaries may have offices in the same location as Lender American III 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 (c) SNR shall issue cause the Company and each of its Subsidiaries to issue, and the Company and each of its Subsidiaries shall issue, quarterly and annual consolidated financial statements from time to time as prepared in accordance with GAAP, consistently appliedrequired by Section 5.4(a);
d. Each Loan Party shall(d) SNR shall cause the Company and each of its Subsidiaries to, and the Company 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 (e) SNR shall notnot permit the Company or any of its Subsidiaries to, and the Company 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 American III or any of its Subsidiaries or joint ventures ventures, or (ii) hold out the credit of Lender American III or any of its Subsidiaries or joint ventures as being able to satisfy the obligations of such Loan Party the Company or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by such Loan Party the Company or any of its Subsidiaries of any capital contributions or loans that Lender American III or any of its Subsidiaries is required to make to such Loan Party the Company or any of its Subsidiaries or of any other obligations that Lender American III or any of its Subsidiaries is required to perform for the benefit of such Loan Party the Company or any of its Subsidiaries), except with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender American III or any of its Subsidiaries in writing;
f. Each Loan Party (f) SNR shall notcause the Company and each of its Subsidiaries not to, and the Company shall not and shall cause each of its Subsidiaries not to, authorize the use of its name or trademarks or service marks by Lender American III or any of its Subsidiaries or joint ventures, except pursuant to a written license agreement;
g. Each Loan Party (g) SNR shall notnot permit the Company or any of its Subsidiaries to, and the Company shall not and shall not permit any of its Subsidiaries to, except as permitted under the Trademark License Agreement, to conduct its own business with suppliers of goods and services, lenders or purchasers of securities in the name of Lender American III or any of its Subsidiaries or joint ventures. SNR further acknowledges that it shall have no right to conduct any business in the name of American III or on behalf of American III unless specifically authorized herein; and
h. (h) If any Loan Party SNR or the Company or any of its Subsidiaries obtains actual knowledge that Lender American III or any of its Subsidiaries or joint ventures has represented or indicated to any supplier of goods and services to, lender to or purchaser of securities of any Loan Party the Company or any of its Subsidiaries that the credit of Lender American III or any of its Subsidiaries or joint ventures is *** 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. available to satisfy the obligations of any Loan Party the Company or any of its Subsidiaries (which shall be deemed not to refer to any disclosure by Lender American III or any of its Subsidiaries or joint ventures of any capital contributions or loans that Lender American III or any of its Subsidiaries is required to make to any Loan Party the Company or any of its Subsidiaries or of any other obligations that Lender American III or any of its Subsidiaries is required to perform for the benefit of any Loan Party the Company or any of its Subsidiaries), other than with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender American III or any of its Subsidiaries in writing, then SNR shall cause the Company and each such Loan Party shallof its Subsidiaries to, and the Company shall and shall cause each of its Subsidiaries to, provide written notice to any person to whom such representation or indication was made, made to make clear that the credit of Lender American III and its Subsidiaries and joint ventures is not available to satisfy the obligations of such Loan Party the Company or any of its Subsidiaries, Subsidiaries other than with respect to any guarantees or assumptions of indebtedness or other liabilities that have been expressly agreed to by Lender American III or any of its Subsidiaries in writing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (SNR Wireless LicenseCo, LLC)
