Separateness from Affiliates Sample Clauses

Separateness from Affiliates. So long as any of the Loan remains outstanding, the Company shall (a) pay solely from its assets all obligations of any kind incurred by it and not pay from its assets the obligations of any other Person, except to the extent otherwise expressly permitted under the Loan Documents; (b) conduct business solely in its own name and hold itself out as a separate entity; (c) not enter into or be a party to any transaction with any Affiliate, except on terms which are no less favorable to the Company than would be obtained in a comparable arm's length transaction with an unrelated third party, except as permitted under the Loan Documents; (d) not acquire obligations or securities of its Member or any other Affiliates of such Member, except to the extent otherwise expressly permitted under the Loan Documents; (e) not make loans to any other Person or buy or hold evidence of indebtedness issued by any other Person, except as permitted under the Loan Documents; (f) maintain its bank accounts, books and records on a separate basis from those of any other Person and maintain a principal executive and administrative office through which its business is conducted separate from that of any Affiliate; provided, however, that the Company and any of its Affiliate may have offices in the same location provided there is a fair and appropriate allocation of overhead costs, if any, among the Company and/or any such Affiliate and each of the Company and any such Affiliate bears its fair share of such costs; (g) disclose in any consolidated financial statements for a group of which the Company is a member, the Company's separate legal existence and indicate that the assets and liabilities of the Company are intended to be available only to the creditors of the Company; (h) observe all limited liability company formalities regarding its existence, memorializing the determinations of the Member on all significant transactions, paying the salaries of its own employees, if any (or paying a proportionate share of the salary of any employee of any Affiliate who performs work for both the Company and such Affiliate) and preparing, filing and paying all taxes of the Company; (i) use separate stationery, invoices and checks; (j) correct any known misunderstanding regarding its separate identity; (k) not identify itself as a division of any other Person; (l) not be the obligor or guarantor of, or otherwise be responsible for, the payment of any obligations for borrowed money, except as per...
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Separateness from Affiliates. The Company and the Members shall cause the Company to:
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Separateness from Affiliates. Commingle the funds and other assets of Issuer with those of any Affiliate or any other Person, keep Issuer’ funds in bank accounts that are separate and apart from those of any Affiliate or other Person and keep Issuer’s other assets separately identifiable and distinguishable from assets of any Affiliates or any other Persons; and
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Separateness from Affiliates. Commingle the funds and other assets of any Issuer with those of Freedom Financial or any other Affiliate that is not an Issuer or any other Person, keep the Issuers’ funds in bank accounts that are separate and apart from those of Freedom Financial and any of other Affiliates that are not Issuers or other Persons, and keep the Issuers’ other assets separately identifiable and distinguishable from assets of any Affiliates that are not Issuers or any other Persons; and
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Separateness from Affiliates separate stationery, invoices and checks; (j) correct any known misunderstanding regarding its separate identity; (k) not identify itself as a division of any other Person; (l) not be the obligor or guarantor of, otherwise responsible for, the payment of any obligations for borrowed money, except as permitted under the Loan Documents; and (m) not amend Sections 2.8, 2.9 and 2.10 of this Agreement in ay manner, except as permitted under the Loan Documents. Nothing hereinabove contained shall in any way limit the ability of the Company to pay distributions to its Members.
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Related to Separateness from Affiliates

  • Separateness Generally The Partnership shall conduct its business and operations separate and apart from those of any other Person (other than the General Partner) in accordance with this Section 2.9.

  • Loans from Affiliates If any loans are made to the Company by an Affiliate of the Advisor, the maximum amount of interest that may be charged by such Affiliate shall be the lesser of (i) 1% above the prime rate of interest charged from time to time by The Bank of New York and (ii) the rate that would be charged to the Company by unrelated lending institutions on comparable loans for the same purpose. The terms of any such loans shall be no less favorable than the terms available between non-Affiliated Persons for similar commercial loans.

  • Separateness Requirements Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:

  • Certain Business Relationships With Affiliates No Affiliate of the Parent or of any of its Subsidiaries (a) owns any property or right, tangible or intangible, which is used in the business of the Parent or any of its Subsidiaries, (b) has any claim or cause of action against the Parent or any of its Subsidiaries, or (c) owes any money to, or is owed any money by, the Parent or any of its Subsidiaries. Section 3.26 of the Parent Disclosure Schedule describes any transactions involving the receipt or payment in excess of $1,000 in any fiscal year between the Parent or any of its Subsidiaries and any Affiliate thereof which have occurred or existed since the beginning of the time period covered by the Parent Financial Statements.

  • Transactions With Affiliates and Employees Except as set forth on Schedule 3.1(r), none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

  • Separateness Covenants Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Buyer’s identity as a legal entity separate from such Originator and its Affiliates. Therefore, from and after the date hereof, each Originator shall take all reasonable steps necessary to make it apparent to third Persons that the Buyer is an entity with assets and liabilities distinct from those of such Originator and any other Person, and is not a division of such Originator, its Affiliates or any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, such Originator shall take such actions as shall be required in order that:

  • Dealings with Affiliates No officer, Trustee or agent of the Trust and no officer, director or agent of any investment advisor shall deal for or on behalf of the Trust with himself as principal or agent, or with any partnership, association or corporation in which he has a material financial interest; provided that the foregoing provisions shall not prevent (a) officers and Trustees of the Trust from buying, holding or selling shares in the Trust, or from being partners, officers or directors of or financially interested in any investment advisor to the Trust or in any corporation, firm or association which may at any time have a distributor’s or principal underwriter’s contract with the Trust; (b) purchases or sales of securities or other property if such transaction is permitted by or is exempt or exempted from the provisions of the Investment Company Act of 1940, as amended (the “1940 Act”) or any Rule or Regulation thereunder and if such transaction does not involve any commission or profit to any security dealer who is, or one or more of whose partners, shareholders, officers or directors is, an officer or Trustees of the Trust or an officer or director of the investment advisor, manager or principal underwriter of the Trust; (c) employment of legal counsel, registrar, transfer agent, shareholder services, dividend disbursing agent or custodian who is, or has a partner, stockholder, officer or director who is, an officer or Trustee of the Trust; or (d) sharing statistical, research and management expenses, including office hire and services, with any other company in which an officer or Trustee of the Trust is an officer or director or financially interested.

  • Relationships with Affiliates The Series may enter into any agreement or contract with the Manager, any Affiliate of the Manager, any other series, any Member, any Affiliate of a Member or any agent of the Manager or the Series without the prior approval of any Member, provided that the agreement or contract must be substantially on terms as would be contained in a similar agreement or contract entered into by the Series as the result of arm’s-length negotiations from a comparable unaffiliated and disinterested third party. Each Member acknowledges that each relationship among the Series, the Manager and/or any Affiliate thereof that is described in any Company budget or other document satisfies the requirements of this Section 4.9.

  • Transactions with Affiliates and Insiders Enter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such Person other than (a) advances of working capital to any Loan Party, (b) transfers of cash and assets to any Loan Party, (c) intercompany transactions expressly permitted by Section 8.02, Section 8.03, Section 8.04, Section 8.05 or Section 8.06, (d) normal and reasonable compensation and reimbursement of expenses of officers and directors in the ordinary course of business and (e) except as otherwise specifically limited in this Agreement, other transactions which are entered into in the ordinary course of such Person’s business on terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms-length transaction with a Person other than an officer, director or Affiliate.

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