Common use of Separateness from Affiliates Clause in Contracts

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 permitted under the Loan Documents; and (m) not amend Sections 2.8, 2.10 and 2.11 of this Agreement in any 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 Member.

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; and (l) not be the obligor or guarantor of, or otherwise be responsible for, the payment of any obligations for borrowed money, except as permitted under the Loan Documents; and (m) not amend Sections 2.8, 2.10 and 2.11 of this Agreement in any 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 Member.

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 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 ’s length transaction with an unrelated third party, except as permitted under the Loan Documents; (d) not acquire obligations or securities of its Member Members or any other Affiliates of such MemberMembers, 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 Indebtedness issued by any other Person, except as permitted under the Loan Documents; (f) maintain its bank accounts, books 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 Affiliates 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 Affiliates and each of the Company and any such Affiliate Affiliates 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 ’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, including, without limitation, memorializing the determinations of the Managing 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; and (l) not be the obligor or guarantor of, or otherwise be responsible for, the payment of any obligations for borrowed money, except as permitted under the Loan Documents; and (m) not amend Sections 2.8, 2.10 and 2.11 of this Agreement in any 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 MemberMembers.