Separateness Covenants. In order to demonstrate that it is a bankruptcy remote entity not at risk of having its assets substantively consolidated with those of another entity, the partnership must observe certain covenants designed to make evident the special purpose entity’s separateness from its affiliates. 1. It shall establish and maintain an office through which its business shall be conducted separate and apart from that of any of its affiliate and shall allocate fairly and reasonably any overhead for shared office space. 2. It shall maintain separate partnership records and books of account from those of any affiliate. 3. It shall not commingle assets with those of any affiliate. 4. It shall conduct its own business in its own name. 5. It shall observe all partnership formalities. 6. It shall maintain financial statements separate from any affiliate. 7. It shall pay any liabilities out of its own funds, including salaries of any employees, not funds of any affiliate. 8. It shall maintain an arm’s length relationship with any affiliate. 9. It shall maintain adequate capital in light of its contemplated business operations. 10. It shall not guarantee or become obligated for the debts of any other entity, including any affiliate, or hold out its credit as being available to satisfy the obligations of others. 11. It shall not acquire obligations or securities of its partners, members or shareholders. 12. It shall use stationery, invoices and checks separate from any affiliate. 13. It shall not pledge its assets for the benefit of any other entity, including any affiliate or make any loans or advances to any other person. 14. It shall hold itself out as an entity separate from any affiliate. 15. It shall correct any known misunderstanding regarding its separate identity. 16. At all times have all of its general partners shall be special purpose corporate entities with at least two (2) Independent Directors.” For purposes of this Article , the following terms shall have the following meanings:
Appears in 5 contracts
Samples: Loan and Security Agreement (Strategic Hotels & Resorts, Inc), Loan and Security Agreement (Strategic Hotels & Resorts, Inc), Loan and Security Agreement (Strategic Hotels & Resorts, Inc)
Separateness Covenants. In order to demonstrate that it is a bankruptcy remote entity not at risk of having its assets substantively consolidated with those of another entity, the partnership limited liability company must observe certain covenants designed to make evident the special purpose entity’s separateness from its affiliates.
1. It shall establish and maintain an office through which its business shall be conducted separate and apart from that of any of its affiliate affiliates and shall allocate fairly and reasonably any overhead for shared office space.
2. It shall maintain separate partnership records and books of account from those of any affiliate.
3. It shall not commingle assets with those of any affiliate.
4. It shall conduct its own business in its own name.
5. It shall observe all partnership formalities.
6. It shall maintain financial statements separate from any affiliate.
76. It shall pay any liabilities out of its own funds, including salaries of any employees, not funds of any affiliate.
87. It shall maintain an arm’s length relationship with any affiliate.
98. It shall maintain adequate capital in light of its contemplated business operations.
109. It shall not guarantee or become obligated for the debts of any other entity, including any affiliate, or hold out its credit as being available to satisfy the obligations of others.
1110. It shall not acquire obligations or securities of its partners, members or shareholders.
1211. It shall use stationery, invoices and checks separate from any affiliate.
1312. It shall not pledge its assets for the benefit of any other entity, including any affiliate or make any loans or advances to any other person.
1413. It shall hold itself out as an entity separate from any affiliate.
1514. It shall correct any known misunderstanding regarding its separate identity.
1615. At all times have all of its general partners managing members shall be a special purpose corporate entities member with at least two (2) Independent Directors.” For purposes of this Article , the following terms shall have the following meanings:
Appears in 5 contracts
Samples: Loan and Security Agreement (Strategic Hotels & Resorts, Inc), Loan and Security Agreement (Strategic Hotels & Resorts, Inc), Mezzanine Loan and Security Agreement (Strategic Hotels & Resorts, Inc)
Separateness Covenants. In Notwithstanding any provision hereof to the contrary, the following shall govern: For so long as any mortgage lien exists on the Property, in order to demonstrate that it is a bankruptcy remote entity not at risk of having preserve and ensure its assets substantively consolidated with those of another entityseparate and distinct identity, in addition to the other provisions set forth in this Partnership agreement, the partnership must observe certain covenants designed to make evident Partnership shall conduct its affairs in accordance with the special purpose entity’s separateness from its affiliates.following provisions:
1. It shall establish and maintain an office through which its business shall be conducted separate and apart from that of any of its affiliate affiliates and shall allocate fairly and reasonably any overhead for shared office space.
2. It shall maintain separate partnership Partnership records and books of account from those of any affiliate.
3. It shall not commingle assets with those of any affiliate.
4. It shall conduct its own business in its own name.
5. It shall observe all partnership formalities.
6. It shall maintain financial statements separate from any affiliate.
76. It shall pay any liabilities out of its own funds, including salaries of any employees, not funds of any affiliate.
87. It shall maintain an arm’s 's length relationship with any affiliate.
9. It shall maintain adequate capital in light of its contemplated business operations.
108. It shall not guarantee or become obligated for the debts of any other entity, including any affiliate, or hold out its credit as being available to satisfy the obligations of others.
11. It shall not acquire obligations or securities of its partners, members or shareholders.
129. It shall use stationery, invoices and checks separate from any affiliate.
1310. It shall not pledge its assets for the benefit of any other entity, including any affiliate or make any loans or advances to any other personaffiliate.
1411. It shall hold itself out as an entity separate from any affiliate.
15. It shall correct any known misunderstanding regarding its separate identity.
16. At all times have all of its general partners shall be special For purpose corporate entities with at least two (2) Independent Directors.” For purposes of this Article XIV, the following terms shall have the following meanings:
Appears in 2 contracts
Samples: Limited Partnership Agreement (Gavella Corp), Limited Partnership Agreement (Bartram Holdings Inc)
Separateness Covenants. In order to demonstrate that it is a bankruptcy remote entity not at risk of having its assets substantively consolidated with those of another entity, the partnership must observe certain covenants designed to make evident the special purpose entity’s separateness from its affiliates.
1. It shall establish and maintain an office through which its business shall be conducted separate and apart from that of any of its affiliate and shall allocate fairly and reasonably any overhead for shared office space.
2. It shall maintain separate partnership records and books of account from those of any affiliate.
3. It shall not commingle assets with those of any affiliate.
4. It shall conduct its own business in its own name.
5. It shall observe all partnership formalities.
6. It shall maintain financial statements separate from any affiliate.
7. It shall pay any liabilities out of its own funds, including salaries of any employees, not funds of any affiliate.
8. It shall maintain an arm’s length relationship with any affiliate.
9. It shall maintain adequate capital in light of its contemplated business operations.
10. It shall not guarantee or become obligated for the debts of any other entity, including any affiliate, or hold out its credit as being available to satisfy the obligations of others.
11. It shall not acquire obligations or securities of its partners, members or shareholders.
12. It shall use stationery, invoices and checks separate from any affiliate.
13. It shall not pledge its assets for the benefit of any other entity, including any affiliate or make any loans or advances to any other person.
14. It shall hold itself out as an entity separate from any affiliate.
15. It shall correct any known misunderstanding regarding its separate identity.
16. At all times have all of its general partners shall be special purpose corporate entities with at least two (2) Independent Directors.” For purposes purpose of this Article , the following terms shall have the following meanings:
Appears in 1 contract
Samples: Loan and Security Agreement (BlueLinx Holdings Inc.)
Separateness Covenants. In order to demonstrate that it is a bankruptcy remote entity not at risk of having its assets substantively consolidated with those of another entity, the partnership must observe certain covenants designed to make evident the special purpose entity’s separateness from its affiliates.
1. It shall establish and maintain an office through which its business shall be conducted separate and apart from that of any of its affiliate and shall allocate fairly and reasonably any overhead for shared office space.
2. It shall maintain separate partnership records and books of account from those of any affiliate.
3. It shall not commingle assets with those of any affiliate.
4. It shall conduct its own business in its own name.
5. It shall observe all partnership formalities.
6. It shall pay the salaries of its own employees, if any, and maintain a sufficient number of employees, if any, in light of its contemplated business operations.
7. It shall maintain financial statements separate from any affiliate.
78. It shall pay any liabilities out of its own funds, including salaries of any employees, not funds of any affiliate.
89. It shall maintain an arm’s length relationship with any affiliate.
910. It shall maintain adequate capital in light of its contemplated business operations.
1011. It shall not guarantee or become obligated for the debts of any other entity, including any affiliate, or hold out its credit as being available to satisfy the obligations of others.
1112. It shall not acquire obligations or securities of its partners, members or shareholders.
1213. It shall use stationery, invoices and checks separate from any affiliate.
1314. It shall not pledge its assets for the benefit of any other entity, including any affiliate or make any loans or advances to any other person.
1415. It shall hold itself out as an entity separate from any affiliate.
1516. It shall correct any known misunderstanding regarding its separate identity.
1617. At all times have all of its general partners shall be special purpose corporate entities with at least two (2) Independent Directors.” For purposes purpose of this Article , the following terms shall have the following meanings:
Appears in 1 contract
Samples: Loan and Security Agreement (American Financial Realty Trust)
Separateness Covenants. In order to demonstrate that it is a bankruptcy remote entity not at risk of having its assets substantively consolidated with those of another entity, the partnership limited liability company must observe certain covenants designed to make evident the special purpose entity’s separateness from its affiliates.
1. It shall establish and maintain an office through which its business shall be conducted separate and apart from that of any of its affiliate affiliates and shall allocate fairly and reasonably any overhead for shared office space.
2. It shall maintain separate partnership records and books of account from those of any affiliate.
3. It shall not commingle assets with those of any affiliate.
4. It shall conduct its own business in its own name.
5. It shall observe all partnership formalities.
6. It shall maintain financial statements separate from any affiliate.
76. It shall pay any liabilities out of its own funds, including salaries of any employees, not funds of any affiliate.
87. It shall maintain an arm’s length relationship with any affiliate.
98. It shall maintain adequate capital in III light of its contemplated business operations.
109. It shall not guarantee or become obligated for the debts of any other entity, including any affiliate, or hold out its credit as being available to satisfy the obligations of others.
1110. It shall not acquire obligations or securities of its partners, members or shareholders.
1211. It shall use stationery, invoices and checks separate from any affiliate.
1312. It shall not pledge its assets for the benefit of any other entity, including any affiliate or make any loans or advances to any other person.
1413. It shall hold itself out as an entity separate from any affiliate.
1514. It shall correct any known misunderstanding regarding its separate identity.
1615. At all times have all of its general partners managing members shall be a special purpose corporate entities member with at least two (2) Independent Directors.” For purposes of this Article , the following terms shall have the following meanings:
Appears in 1 contract
Samples: Loan and Security Agreement (Strategic Hotels & Resorts, Inc)
Separateness Covenants. In order to demonstrate that it is a bankruptcy remote entity not at risk of having its assets substantively consolidated with those of another entity, the partnership must observe certain covenants designed to make evident the special purpose entity’s separateness from its affiliates.
1. It shall establish and maintain an office through which its business shall be conducted separate and apart from that of any of its affiliate and shall allocate fairly and reasonably any overhead for shared office space.
2. It shall maintain separate partnership records and books of account from those of any affiliate.
3. It shall not commingle assets with those of any affiliate.
4. It shall conduct its own business in its own name.
5. It shall observe all partnership formalities.
6. It shall maintain financial statements separate from any affiliate.
7. It shall pay any liabilities out of its own funds, including salaries of any employees, not funds of any affiliate.
8. It shall maintain an arm’s length relationship with any affiliate.
9. It shall maintain adequate capital in III light of its contemplated business operations.
10. It shall not guarantee or become obligated for the debts of any other entity, including any affiliate, or hold out its credit as being available to satisfy the obligations of others.
11. It shall not acquire obligations or securities of its partners, members or shareholders.
12. It shall use stationery, invoices and checks separate from any affiliate.
13. It shall not pledge its assets for the benefit of any other entity, including any affiliate or make any loans or advances to any other person.
14. It shall hold itself out as an entity separate from any affiliate.
15. It shall correct any known misunderstanding regarding its separate identity.
16. At all times have all of its general partners shall be special purpose corporate entities with at least two (2) Independent Directors.” For purposes of this Article , the following terms shall have the following meanings:
Appears in 1 contract
Samples: Loan and Security Agreement (Strategic Hotels & Resorts, Inc)
Separateness Covenants. In order to demonstrate that it is a bankruptcy remote entity not at risk of having its assets substantively consolidated with those of another entity, the partnership limited liability company must observe certain covenants designed to make evident the special purpose entity’s separateness from its affiliates.
1. It shall establish and maintain an office through which its business shall be conducted separate and apart from that of any of its affiliate affiliates and shall allocate fairly and reasonably any overhead for shared office space.
2. It shall maintain separate partnership records and books of account from those of any affiliate.
3. It shall not commingle assets with those of any affiliate.
4. It shall conduct its own business in its own name.
5. It shall observe all partnership formalities.
6. It shall maintain financial statements separate from any affiliate.
76. It shall pay any liabilities out of its own funds, including salaries of any employees, not funds of any affiliate.
87. It shall maintain an arm’s length relationship with any affiliate.
98. It shall maintain adequate capital in light of its contemplated business operations.
109. It shall not guarantee or become obligated for the debts of any other entity, including any affiliate, or hold out its credit as being available to satisfy the obligations of others.
1110. It shall not acquire obligations or securities of its partners, members or shareholders.
1211. It shall use stationery, invoices and checks separate from any affiliate.
1312. It shall not pledge its assets for the benefit of any other entity, including any affiliate or make any loans or advances to any other person.
1413. It shall hold itself out as an entity separate from any affiliate.
1514. It shall correct any known misunderstanding regarding its separate identity.
1615. At all times have all of its general partners managing members shall be a special purpose corporate entities member with at least two (2) Independent Directors.” For purposes purpose of this Article , the following terms shall have the following meanings:
Appears in 1 contract
Samples: Loan and Security Agreement (American Financial Realty Trust)
Separateness Covenants. In order to demonstrate that it is a bankruptcy remote entity not at risk of having its assets substantively consolidated with those of another entity, the partnership limited liability company must observe certain covenants designed to make evident the special purpose entity’s separateness from its affiliates.
1. It shall establish and maintain an office through which its business shall be conducted separate and apart from that of any of its affiliate affiliates and shall allocate fairly and reasonably any overhead for shared office space.
2. It shall maintain separate partnership records and books of account from those of any affiliate.
3. It shall not commingle assets with those of any affiliate.
4. It shall conduct its own business in its own name.
5. It shall observe all partnership formalities.
6. It shall maintain financial statements separate from any affiliate.
76. It shall pay any liabilities out of its own funds, including salaries of any employees, not funds of any affiliate.
87. It shall maintain an arm’s length relationship with any affiliate.
98. It shall maintain adequate capital in light of its contemplated business operations.
109. It shall not guarantee or become obligated for the debts of any other entity, including any affiliate, or hold out its credit as being available to satisfy the obligations of others.
1110. It shall not acquire obligations or securities of its partners, members or shareholders.
1211. It shall use stationery, invoices and checks separate from any affiliate.
1312. It shall not pledge its assets for the benefit of any other entity, including any affiliate or make any loans or advances to any other person.
1413. It shall hold itself out as an entity separate from any affiliate.
1514. It shall correct any known misunderstanding regarding its separate identity.
1615. At all times have all of its general partners managing members shall be a special purpose corporate entities member with at least two (2) Independent Directors.” For purposes purpose of this Article _____, the following terms shall have the following meanings:
Appears in 1 contract
Samples: Loan and Security Agreement (BlueLinx Holdings Inc.)
